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**EXHIBIT 3(b)**

**  **

** **

**OPERATING AGREEMENT   **

**OF **

**CLECO POWER LLC**

(Revised as of October 24, 2003) 

 

Section 1.     Formation..................................................................................................................... 1

Section 2.     Principal Place of Business............................................................................................. 1

Section 3.     Other Business of Members........................................................................................... 1

Section 4.     Accounting and Reports for the Company...................................................................... 1

    a.     Records and Accounting......................................................................................................... 1

    b.    Access to Records.................................................................................................................. 1

    c.     Outside Consultants................................................................................................................ 1

Section 5.     Membership Interests and Capital Accounts................................................................... 2

    a.     Membership Interests and Organization................................................................................... 2

    b.    Admission of Additional****Members........................................................................................... 2

    c.     Certificates for Membership Interest........................................................................................ 2

    d.    Addition to or Withdrawal of Capital Contributions.................................................................. 2

Section 6.     Member Meetings......................................................................................................... 2

    a.     Place of Holding Meetings....................................................................................................... 2

    b.    Quorum.................................................................................................................................. 2

    c.     Adjournments......................................................................................................................... 2

    d.    Annual Meeting....................................................................................................................... 2

    e.     Special Meetings..................................................................................................................... 3

    f.     Conduct of Meetings............................................................................................................... 3

    g.     Voting.................................................................................................................................... 4

    h.     Proxies................................................................................................................................... 4

    i.      Notice.................................................................................................................................... 5

    j.     Consents................................................................................................................................ 5

Section 7.     Management and Control of the Company..................................................................... 5

    a.     Management of the Company by Managers............................................................................. 5

    b.    Classification........................................................................................................................... 5

    c.     Nominations........................................................................................................................... 5

    d.    Qualifications; Declaration of Vacancy..................................................................................... 5

    e.     Removal................................................................................................................................. 7

    f.     Powers................................................................................................................................... 7

    g.     Filling of Vacancies................................................................................................................. 7

    h.     Annual and Regular Meetings.................................................................................................. 7

    i.      Special Meetings..................................................................................................................... 8

    j.     Place of Meetings; Telephone Meetings................................................................................... 8

    k.    Quorum.................................................................................................................................. 8

    l.      Compensation......................................................................................................................... 8

    m.    Committees............................................................................................................................ 8

    n.     Consents................................................................................................................................ 9

Section 8.     Officers......................................................................................................................... 9

    a.     Election, Tenure and Compensation......................................................................................... 9

    b    Powers and Duties of the Chairman of the Board of Managers................................................ 9

    c.     Powers and Duties of President............................................................................................... 9

    d.    Powers and Duties of Vice President....................................................................................... 9

    e.     Power and Duties of Secretary.............................................................................................. 10

    f.     Powers and Duties of Treasurer............................................................................................ 10

    g.     Delegation of Duties.............................................................................................................. 10

    h.     Removal............................................................................................................................... 10

Section 9.     Committees................................................................................................................. 10

    a.     Executive, Audit, Compensation andNominating/Governance Committees............................. 10

    b.    Powers and Duties of the Executive Committee..................................................................... 10

    c.     Powers and Duties of the Audit Committee............................................................................ 11

    d.    Powers and Duties of the Compensation Committee.............................................................. 11

    d.(1)Powers and Duties of theNominating/Governance Committee............................................... 11

    e.     Meetings............................................................................................................................... 11

    f.     Compensation....................................................................................................................... 11

Section 10.   Profits or Losses......................................................................................................... 11

Section 11.   Distributions................................................................................................................ 11

Section 12.   Dissolution.................................................................................................................. 11

    a.     Events Causing Dissolution.................................................................................................... 11

    b.    Winding Up the Company..................................................................................................... 12

    c.     Gains or Losses in Winding Up............................................................................................. 12

Section 13.   Indemnity.................................................................................................................... 12

    a.     Right to Indemnification - General......................................................................................... 12

    b.    Certain Provisions Respecting Indemnification for andAdvancement of Expenses................... 13

    c.     Procedure for Determination of Entitlement to Indemnification................................................ 13

    d.    Presumptions and Effect of Certain Proceedings.................................................................... 14

    e.     Right of Claimant to Bring Suit............................................................................................... 15

    f.     Non-Exclusivity and Survival of Rights................................................................................... 15

    g.     Definitions............................................................................................................................. 16

Section 14.   Notices....................................................................................................................... 17

    a.     Manner of Giving Notice....................................................................................................... 17

    b.    Waiver of Notice.................................................................................................................. 17

Section 15.   General Provisions....................................................................................................... 17

    a.     Choice of Law...................................................................................................................... 17

    b.    Binding Effect....................................................................................................................... 18

    c.     Gender and Plurality.............................................................................................................. 18

    d.    Captions............................................................................................................................... 18

    e.     Severability........................................................................................................................... 18

    f.     Integration............................................................................................................................ 18

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**OPERATING AGREEMENT**

**OF**

# CLECO POWER LLC

            THIS OPERATING AGREEMENT (this "Agreement"),effective as of the 13th day of December, 2000, is entered into by and betweenCleco Power LLC, a Louisiana limited liability company (the "Company"),organized pursuant to Title 12, Chapter 22 of the Louisiana Revised Statutes,the Louisiana Limited Liability Company Law (the "LaLLCL"), and ClecoCorporation, a Louisiana corporation, the Company's sole member on the datehereof (the "Initial Member"), who agree as follows:

            Section1.         **Formation**. The Initial Member executed the Articles of Organization (the "Articles") ofthe Company on the 12th day of December, 2000, which Company wasformed under the provisions of the LaLLCL and other applicable law, asamended.  Pursuant to the LaLLCL, the Initial Member and the Company herebyadopt an Operating Agreement to govern and control the contractual relationshipbetween them.  Accordingly, the rights and liabilities of the Members (ashereinafter defined) and the Company shall be as provided herein.  These rightsand liabilities supplement and are in addition to the rights set forth in theArticles.

            Section2.         **Principal Place of Business**.  Both the registered office in Louisiana andthe principal business office of the Company (the "Principal Business Office")shall be located at 2030 Donahue Ferry  Road, Pineville, Louisiana, 71360, or atsuch other location as may be designated by the Members from time to time.

            Section3.         **Other Business of Members**.  The Members may engage in and/or possess interestsin other business ventures of every nature and description, independently orwith others; and the Company shall not have any rights by virtue of thisAgreement or the existence of this Company in or to such ventures or to theincome or profits derived therefrom.

            Section4.         **Accounting and Reports for the Company**.

                        a.         **Recordsand Accounting**.  The books and records of the Company shall be kept,and the financial position and the results of its operations recorded, inaccordance with the accounting methods selected by the Members from time totime, and if not so selected, the books and records shall be maintained inaccordance with generally accepted accounting principles consistently applied. The books and records of the Company shall reflect all the Company'stransactions and shall be appropriate and adequate for the Company's business. The accounting year of the Company for financial reporting and for federalincome tax purposes shall be the calendar year.

                        b.         **Accessto Records**.  All books, records, files, securities and otherdocuments or information maintained by the Company shall be maintained at thePrincipal Business Office or at any other office of the Company chosen by theMembers.

                        c.         **OutsideConsultants**.  The Company may obtain the services of outsideaccountants, attorneys and other consultants.

            Section 5.         **MembershipInterests and Capital Accounts**.

                        a.         **MembershipInterests and Organization**.  Exhibit A to this Agreement states the initialinterest of the Initial Member (the "Membership Interest") in the Company, andthe initial contribution of cash or property by such Initial Member.

                        b.         **Admissionof Additional Members**.  The Members may, by unanimous vote, admit to theCompany additional members (the Initial Member and additional members, if any,collectively the "Members", individually a "Member").  Any additional Membersshall execute an appropriate supplement to this Agreement to be bound by theterms and shall execute such other documents as the board of managers deemsnecessary or advisable. ** **

                        c.         **Certificatesfor Membership Interest**.  The Membership Interests shall not be representedby any certificate of membership or other evidence of membership other than theArticles and this Agreement.

                        d.         **Additionto or Withdrawal of Capital Contributions**.  The Members shall not have the right to withdrawtheir capital contribution at any time.  The Members shall not be required tomake any additional contributions to the capital of the Company.  Additionalcapital may be contributed to the Company, or capital may be withdrawn, butonly as authorized by appropriate action under this Agreement.

Section 6.         **Member Meetings**.  

a.         **Place of Holding Meetings**.  All meetings of the Members shall be held at theprincipal business office of the Company in the City of Pineville, State ofLouisiana, except in cases in which the notices thereof designate some otherplace, which may be within or without the State of Louisiana.

b.         **Quorum**.  The presence in person, or by proxy as provided inSubsection (h) of this Section, by the Members having a majority in interest ofthe Membership Interests shall constitute quorum at such meeting.

c.         **Adjournments**.  If a quorum shall not be present or represented atany meeting of the Members, such meeting may, without any notice other than byannouncement at such meeting, be adjourned from time to time by the affirmativevote of a majority in interest of the Membership Interests by the authorizedrepresentatives of the Members present in person or by proxy, for a period notexceeding one month at any one time, without notice other than by announcementat the meeting, until a quorum shall attend; provided, however, that a meetingat which a manager or managers are to be elected shall be adjourned only fromday to day until such manager or managers have been elected.  A meeting atwhich a quorum is present may also be adjourned in like manner.  At anadjourned meeting at which a quorum shall attend, any business may betransacted which might have been transacted if such meeting had been held ororiginally called.

d.         **Annual Meeting**.  Except as otherwise provided by resolution of theboard of managers, the annual meeting of the Members for the election ofmanagers shall be held on the third Friday after the first Monday in April ofeach year.  At each annual meeting of the Members, the Members shall elect, byan affirmative vote of a majority in interest of the Membership Interests,managers to succeed those whose terms have expired as of the date of suchannual meeting.  Such other matters as may properly come before a meeting maybe acted upon at an annual meeting. 

e.         **Special Meetings**.  Special meetings of the Members for any purpose orpurposes may be called by a Member or the chief executive officer, thepresident, a majority of the board of managers, or by a majority of theexecutive committee, if any, of the board of managers of the Company. 

f.          **Conduct of Meetings**.  Meetings of the Members shall be presided over bythe chief executive officer or president of the Company or, if the chiefexecutive officer or president is not present at a meeting, by such otherperson as the board of managers shall designate or, if no such person isdesignated by the board of managers, the most senior officer of the Companypresent at the meeting.  The secretary of the Company, if present, shall act assecretary of each meeting of the Members; if he is not present at a meeting,then such person as may be designated by the presiding officer shall act assecretary of the meeting.  Meetings of the Members shall follow reasonable andfair procedure.  Subject to the foregoing, the conduct of any meeting of theMembers and the determination of procedure and rules shall be in the absolutediscretion of the presiding officer (the "Chairman of the Meeting") and thereshall be no appeal from any ruling of the Chairman of the Meeting with respectto procedure or rules.  Accordingly, in any meeting of the Members or partthereof, the Chairman of the Meeting shall have the sole power to determineappropriate rules or to dispense with theretofore prevailing rules.  Withoutlimiting the foregoing, the following rules shall apply:

(i)         The Chairmanof the Meeting may ask or require that anyone not a bona fide Member or authorizedrepresentative or proxy of a Member leave the meeting.

(ii)        A resolutionor motion shall be considered for vote only if proposed by a Member or dulyauthorized proxy, subject to compliance with any other requirements concerningsuch a proposed resolution or motion contained in this Agreement.  The Chairmanof the Meeting may propose any motion for vote.  The order of business at allmeetings of the Members shall be determined by the Chairman of the Meeting. 

                        (iii)       TheChairman of the Meeting may impose any reasonable limits with respect toparticipation in the meetings of the Members, including, but not limited to,limits on the amount of time at the meeting taken up by the remarks orquestions of a Member and limits as to the subject matter and timing ofquestions and remarks by a Member.

                        (iv)       Beforeany meetings of the Members, the board of managers may appoint any personsother than nominees for office to act as inspectors of election at the meetingor its adjournment.  If no inspectors of election are so appointed, theChairman of the Meeting may, and on request of a Member or a Member's proxyshall, appoint inspectors of election at the meeting of the Members.  Thenumber of inspectors shall be three.  If any person appointed as inspectorfails to appear or refuses to act, the Chairman of the Meeting may, and uponthe request of a Member or a Member's proxy shall, appoint a person to fillsuch vacancy.

            The duties ofthese inspectors shall be as follows:

                        (1)        Determinethe Membership Interests outstanding and the voting power of each, theMembership Interests represented at the meeting, the existence of quorum, andthe authenticity, validity and effect of proxies;

(2)        Receivevotes or ballots;

(3)              Hear and determine all challenges and questions in any way arising inconnection with the right to vote;

(4)        Count andtabulate all votes;

(5)        Report to the board ofmanagers the results based on the information assembled by the inspectors; and

(6)        Do any other acts that may beproper to conduct the election or vote with fairness to the Members.

            Notwithstanding the foregoing, the finalcertification of the results of any election or other matter acted upon at ameeting of the Members shall be made by the board of managers.

g.         **Voting**.  The affirmative vote of a majority in interest ofthe Membership Interests shall be required to approve any action or mattersubmitted to the Member for approval.  Except as otherwise provided by law, theArticles, or this Agreement, all elections shall be had and all questions shallbe decided, at a duly constituted meeting at which a quorum is present, by amajority in interest of the Membership Interests.

h.         **Proxies**.  AMember may vote either in person or by proxy executed in writing by suchMember.  A telegram, telex, cablegram or similar transmission by a Member, or aphotographic, photostatic, facsimile or similar reproduction of a writingexecuted by a Member shall be treated as an execution in writing for purposesof this Subsection. Proxies for use at any meeting of the Members or inconnection with the taking of any action by written consent shall be filed withthe Managers, before or at the time of the meeting or execution of the writtenconsent, as the case may be.  All proxies shall be received and taken charge ofand all ballots shall be received and canvassed by the board of managers, whoshall decide all matters touching upon the qualification of voters, thevalidity of proxies, and the acceptance or rejection of votes, unless aninspector or inspectors of election shall have been appointed by the Chairmanof the Meeting, in which event such inspector or inspectors shall decide allsuch questions.  No proxy shall be valid after 11 months after the date of itsexecution unless otherwise provided in the proxy.  A proxy shall be revocableunless the proxy form conspicuously states that the proxy is irrevocable andthe proxy is coupled with an interest.  Should a proxy designate two or more personsto act as proxies, unless that instrument shall provide to the contrary, amajority of such persons present at any meeting at which their powers thereunderare to be exercised shall have and may exercise all the powers of voting orgiving consents thereby conferred, or if only one be present, then such powersmay be exercised by that one; or if an even number attend and a majority do notagree on any particular issue, the Company shall not be required to recognizesuch proxy with respect to such issue if such proxy does not specify how suchvote is to be cast with respect to such issue. 

i.          **Notice**.              

                        (i)         Unlessotherwise provided by the Articles, written or printed notice, stating theplace, day, and hour of each meeting of the Members, and, in the case of aspecial meeting, the business proposed to be transacted thereat, shall be givenin the manner provided in Section 14 of this Agreement to each Member at least15 days before an annual meeting and at least 5 days before a special meeting.

                        (ii)        Tobe properly brought before any meeting of the Members, business must be either(x) specified in the notice of meeting (or any supplement thereto) given by orat the direction of the board of managers pursuant to paragraph (i) of thisSubsection, (y) otherwise properly brought before the meeting by or at thedirection of the board of managers, or (z) otherwise properly before themeeting by a Member.

                        (iii)       TheChairman of the Meeting shall, if the facts warrant, determine and declare atany meeting of the Members that business was not properly brought before themeeting of the Members in accordance with the provisions of this Subsection,and if he should so determine, he shall so declare to the meeting and any suchbusiness not properly brought before the meeting shall not be transacted.  

j.          **Consents**.  Any action of the Members, which may be taken at ameeting thereof, may be taken without a meeting if authorized by a writingsigned by all the Members.

            Section7.         **Management and Control of the Company**.

                        a.         **Managementof the Company by Managers**.  The powers ofthe Company shall be vested in and exercised, and the business and affairs ofthe Company shall be managed, by a board of managers which shall consist of 11managers.

                        b.         **Classification**.  The board of managers of the Company shall bedivided into three classes of as nearly as possible equal size, with the termof office of managers of one class expiring each year.  At each annual meetingof the Members, the successors to the class of managers whose term shall haveexpired at such meeting shall be elected to hold office for a term expiring atthe third annual meeting of the Members succeeding such meeting.

                        c.         **Nominations**.  Nominations for election of managers of the boardof managers may be made by the board of managers or by a Member.

                        d.         **Qualifications;Declaration of Vacancy**.  

(i)         No person shall be eligible for electionor reelection as a manager after attaining the age of 72, and no person who isor shall have been a full-time officer or employee of the Company or anysubsidiary thereof shall be eligible for election or reelection as a managerafter attaining age 65 or (even if under 65) after such manager's employment bythe Company has terminated.

                        (ii)        Uponattaining the age of 72 or 65, as specified in paragraph (i) immediatelypreceding, a manager may continue to serve as a manager of the Company until nolater than the next succeeding annual meeting of the Members, at which time,unless he has previously ceased to be a manager on the board of managers of theCompany, his position as a manager shall cease.  Notwithstanding the foregoing,with regard to a manager of the Company who is also an officer or employee ofthe Company or any subsidiary thereof, such manager's position as a managershall cease immediately upon termination of such manager's employment by theCompany.

                        (iii)       No person shall beeligible for election or reelection or to continue to serve as a manager on theboard of managers who is an officer, director, agent, representative, partner,employee, or nominee of, or otherwise acting at the direction of, or acting inconcert with, (y) a "public utility company" (other than one that is an"affiliate" of the Company) or "holding company" (other than one thatis an "affiliate" of the Company) as such terms are defined in the PublicUtility Holding Company Act of  1935, as amended, or "public utility"(other than one that is an "affiliate" (as defined in 18 C.F.R. § 161.2) of theCompany) as such term is defined in Section 201(e) of the Federal Power Act of1920, as amended, or (z) an "affiliate" (as defined in 17 C.F.R. §230.405) under the Securities Act of 1933, as amended) of any of the persons orentities specified in clause (y) immediately preceding.

(iv)       Upon the occurrence of any of the eventsdescribed in paragraph (ii) of this Subsection, the affected manager shallcease to be a manager of the Company at the time specified in such paragraph. Determinationof the eligibility of a person for election, reelection, or continued serviceon the board of managers under other provisions of this Subsection or otherwiseas provided by applicable law shall, subject to the provisions of paragraph(vi) below, be made by vote of a majority of the managers of the board ofmanagers. If the board of managers, pursuant to such a determination,determines that a person is ineligible for election, reelection, or continuedservice on the board of managers, such ineligibility shall be effectiveimmediately upon such determination, and, if the affected person is a managerof the Company at the time of such determination, his position as a managershall cease at such time. 

                        (v)        Ifa manager of the Company ceases to be a manager (x) at the annual meeting ofthe Member next succeeding the day upon which he attained the age of 72 or 65,as specified in paragraphs (i), (ii), and (iv) of this Subsection, and if thereis time remaining in the regularly scheduled term of office of such manager,(y) because of termination of employment, as provided in paragraphs (i), (ii),and (iv) of this Subsection, or (z) upon the determination of the board ofmanagers of the Company pursuant to paragraph (iv) of this Subsection that amanager of the Company is no longer qualified to continue serving as a managerof the Company, the board of managers shall declare the office held by suchmanager vacant and may fill such vacancy as provided in Subsection (g) of thisSection.

(vi)       If a member of the board of managers hasbeen adjudged by a court of competent jurisdiction to be guilty of fraud,criminal conduct (other than minor traffic violations), gross abuse of officeamounting to a breach of trust, or similar misconduct, and no appeal (or furtherappeal) therefrom is permitted under applicable law, the other managers then inoffice, by unanimous vote, may declare the position occupied by such managervacant, and such other managers may fill such vacancy as provided in Subsection(g) of this Section. 

            e.         **Removal**. In this Subsection, the terms "remove" and"removal" and their related grammatical forms shall refer only to theprocess of dismissal provided for in this Subsection, and shall not be deemedto refer to disqualification of a manager, cessation of a manager to be such,or declaration of a vacancy in the office of manager as provided for inSubsection (d) of this Section or otherwise as permitted by law. 

            Amanager on the board of managers may be removed at any time by the Members byan affirmative vote of a majority in interest of the Membership Interests.

                        f.          **Powers**.  Subject to the provisions of the laws of Louisiana,the Articles, and this Agreement, the board of managers shall have and exerciseall of the powers which may be exercised by the Company, including, but withoutthereby limiting the generality of the above, the power to create and delegate,with the power to subdelegate, any of its powers to any committee, officer, oragent; provided, however, that the board of managers shall not have the powerto delegate its authority to:

                        (i)         declarean office held by a manager vacant, fill a vacancy on the board of managers orremove an officer of the Company;

(ii)         submit a proposal to the Membersfor action by the Members;

(iii)        appoint a manager to or remove amanager from a committee of the board of managers; or

(iv)        declare a distribution on theMembership Interests of the Company.

            g.         **Filling of Vacancies**. Newly created directorships resulting from anyincrease in the authorized number of managers and any vacancies in the board ofmanagers resulting from the attainment by a manager of the age of 72 or 65, asspecified in paragraphs (i), (ii), (iv), and (v) of Subsection (d) of thisSection, or from death, resignation, disqualification or removal of a manager,or from failure of the Members to elect the full number of authorized managers,or from any other cause shall be filled by the affirmative vote of at least amajority of the remaining managers (or manager) then in office, even thoughless than a quorum of the whole board of managers. Any manager elected inaccordance with the preceding sentence shall hold office for the remainder ofthe full term of the class of managers in which the new management position wascreated or the vacancy occurred.  The Members shall have no right to fill anyvacancies in the board of managers, unless there are not any remaining managersto fill such vacancy. 

                        h.         **Annualand Regular Meetings**.  Within 45 days after each annual meeting of theMembers, and if possible on the date of each annual meeting of the Membersimmediately following each such meeting, the board of managers shall hold anannual meeting for the purpose of electing officers and transacting otherCompany business.  Such meeting shall be called in the manner for callingregular or special meetings of the board of managers.

            Otherregular meetings of the board of managers shall be held on the fourth Friday inJanuary and on the third Friday after the first Monday in the months of Julyand October at such places as the chief executive officer or president maydirect in the notices of such meetings.  At least five days notice by mail orwritten telecommunication shall be given to each manager of the time and placeof holding each regular meeting of the board of managers.  

The failure to hold a regular meeting shall have noeffect on the Company, its managers or officers.

            i.          **Special Meetings**. A special meeting of the board of managers may becalled at any time by the chief executive officer or the president, to be heldat such place as he may direct in the notice of such meeting, on four days'notice by mail or three days' notice by written telecommunication, to eachmanager. A special meeting shall be called by the chief executive officer orpresident in like manner on the written request of at least 50% of the managersof the board. 

            j.          **Place of Meetings;Telephone Meetings**.  A meeting of the board of managers may be heldeither within or without the State of Louisiana. The time and place of holding a regular or specialmeeting of the board of managers may be changed and another place and timefixed for such regular or special meeting by a majority of the managers of theboard. 

The board of managers, and a committee thereof, mayparticipate in and hold a meeting of the board or of such committee by means oftelephone conference or similar communications equipment provided that allpersons participating in such meeting can hear and communicate with oneanother. Participation in a meeting pursuant to this provision shall constitutepresence in person at such meeting, except where a person participates in suchmeeting for the express purpose of objecting to the transaction of any businesson the grounds that such meeting was not properly called or convened inaccordance with this Agreement. 

            k.         **Quorum**.  A majority of the managers shall constitute aquorum, but a smaller number may adjourn a meeting from time to time withoutfurther notice until a quorum is secured. If a quorum is present, the managerspresent can continue to do business until adjournment notwithstanding thesubsequent withdrawal of enough managers to leave less than a quorum or therefusal of any manager present to vote. 

            l.          **Compensation**. Each manager shall be entitled to receive from theCompany reimbursement of his expenses incurred in attending any regular orspecial meeting of the board and, by resolution of the board, such othercompensation as it may approve. Such reimbursement and compensation shall bepayable whether or not an adjournment be had because of the absence of aquorum. Nothing herein contained shall be construed to preclude any managerfrom serving the Company in another capacity and receiving compensation therefor.

            m.        **Committees**.  From time to time, the board of managers mayappoint, from its own number, in addition to the committees provided for inthis Agreement, such other committee or committees for such purpose or purposesas it shall determine. Subject to the limitations imposed by this Agreement,the Articles, and the laws of the State of Louisiana, each committee of the board of managers shall havesuch powers as shall be specified in the resolution of appointment. 

            n.         **Consents**.  Any action of the board of managers or anycommittee designated by the managers which may be taken at a meeting thereof,may be taken without a meeting if authorized by a writing signed by all of themanagers or all of the members of such committee, as the case may be; provided,however, that the foregoing shall not be construed to alter or modify anyprovision of law or the Articles pursuant to which the written consent of lessthan all of the managers is sufficient for action by the managers.

Section 8.         **Officers**.

a.         **Election, Tenure and Compensation**.  The officers of the Company shall consist of apresident, one or more vice presidents, a secretary, a treasurer, and suchother officers, including a chairman of the board of managers, as may from timeto time be elected or appointed by the board of managers.  Officers of theCompany shall be elected annually by the board of managers as provided inSubsection (h) of Section 7 of this Agreement.  If such annual election is notheld, the officers then in office shall remain as such until their respectivesuccessors shall be elected.  If an office becomes vacant or an officer isremoved for any reason, the board of managers may elect a successor for suchoffice at any annual, regular or special meeting.  No officer, except thechairman of the board of managers, need be a manager, and any two or more offices,except for the offices of president and vice president, may be held by oneperson.  The powers of all officers of the Company shall be subject to theprovisions of the Articles of Organization.

            b.         **Powers and Duties of theChairman of the Board of Managers**. The board ofmanagers may elect a non-employee chairman to give leadership to the board andto serve as liaison between management and the board of managers.  In collaborationwith the chief executive officer, the chairman will establish an agenda foreach board meeting which covers all matters which should come before the boardin the proper exercise of its duties.  The chairman will be accountable andwill provide leadership for all issues of corporate governance which shouldcome to the attention of the board and its committees. The chairman shallperform such other duties as from time to time may be delegated to him/her by the board of managers.

            c.         **Powers and Duties ofPresident**. The presidentshall be the chief executive officer and/or the chief operating officer of theCompany and, subject to the direction of the board of managers, shall (a) havegeneral and active management of the administration and operation of thebusiness of the Company, (b) have the general supervision and direction of theother officers of the Company and shall see that their duties are properlyperformed, (c) see that all orders and resolutions of the board of managers arecarried into effect, (d) have the power to execute contracts and conveyances onbehalf of the Company (including without limitation conveyances of real andpersonal property to and by the Company), and (e) perform such other functionsnormally performed by a chief executive officer. 

            d.         **Powers and Duties of VicePresident**. The board of managers may appoint one or more vicepresidents. Each vice president shall have the power to execute contracts andconveyances on behalf of the Company, and shall have such other powers andshall perform such other duties as may be assigned to him by the board ofmanagers or by the president. 

            e.         **Power and Duties ofSecretary**. The secretary shall attend all meetings of themanagers and record all votes and the proceedings of the meetings in a book orbooks to be kept at the principal business office of the Company for that purpose. He shall give, or cause to be given, proper notice of meetings of the managersand all other notices required by law or by this Agreement, and in case of hisabsence or refusal or neglect to do so, any such notice may be given by the****manageror officer upon whose request a meeting is called as provided in thisAgreement.  The secretary shall also perform such other duties as may beassigned to him. Assistant secretaries shall have such duties as the board ofmanagers may from time to time prescribe. 

            f.          **Powers and Duties ofTreasurer**. The treasurer shall have custody of the funds,securities, evidences of indebtedness and other valuable documents of theCompany.  The treasurer shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Company, and shall deposit or cause tobe deposited all moneys and other valuable effects in the name and to thecredit of the Company in such depositories as may be designated by the board ofmanagers. He shall disburse or cause to be disbursed the funds of the Companyas may be ordered by the board of managers, executive committee, chiefexecutive officer or president, taking proper vouchers for such disbursements,and shall render to the chief executive officer, the president, and themanagers at the regular meetings of the board of managers, or whenever theyrequire it, an account of all his transactions as treasurer and of thefinancial condition of the Company, and at the annual meeting of the board ofmanagers, a like report for the preceding fiscal year. He shall give theCompany a bond, if required by the board of managers, in such sum and in formand with security satisfactory to the board of managers, for the faithful performanceof the duties of his office and the restoration to the Company, in case of hisdeath, resignation, or removal from office, of all books, papers, vouchers,moneys, and other property of whatever kind in his possession belonging to theCompany. He shall perform such other duties as the board of managers orexecutive committee may from time to time prescribe. Assistant treasurers shallhave such duties as the board of managers may from time to time prescribe. 

            g.         **Delegation of Duties**. In case of the absence or disability of any officerof the Company, or for any other reason deemed sufficient by the board ofmanagers, the board of managers may delegate such officer's powers or dutiesfor the time being to any other officer, to any employee with managementresponsibility, or to any manager. 

            h.         **Removal**.  Any officer elected or appointed by the managersmay be removed, with or without cause, at any time by a majority vote of theboard of managers.

**Section l.  Stock Certificates  Section 2. Lost or Destroyed CertificatesSection 3. Transfer of Shares.   Section 4. Dividends  Section 5. Closing Transfer Books; FixingRecord Date**

Section 9.         **Committees**.  

a.         **Executive,Audit, Compensation and Nominating/Governance Committees**.    The board of managers may appoint an executivecommittee, an audit committee, a compensation committee and/or anominating/governance committee, each consisting of such number of managers asit may appoint, to serve at the pleasure of the board of managers, but in anyevent not beyond the next annual meeting of theboard of managers. The board may at anytime, without notice, remove and replaceany member of such committees.

b.         **Powers and Duties of the ExecutiveCommittee**.  .Subject to theprovisions of subsection (f) of Section 7 of this Operating Agreement, theexecutive committee shall have a charter that will be approved, and revised asappropriate, from time to time by the committee and the board.  In generalterms, the functions of the committee shall be those as set forth in the charter. 

                        c.         **Powersand Duties of the Audit Committee**.  Subject to the provisions of subsection (f) ofSection 7 of this Operating Agreement, the audit committee shall have a charterthat will be approved, and revised as appropriate, from time to time by thecommittee and the board.  In general terms, the functions of the committeeshall be those as set forth in the charter.  

                        d.         **Powersand Duties of the Compensation Committee**.  Subject to the provisions of subsection (f) ofSection 7 of this Operating Agreement, the compensation committee shall have acharter that will be approved, and revised as appropriate, from time to time bythe committee and the board.  In general terms, the functions of the committeeshall be those as set forth in the charter. 

                        d.(1)    **Powers and Duties of the Nominating/Governance Committee**.****  Subject to the provisions of subsection (f) ofSection 7 of this Operating Agreement, the nominating/governance committeeshall have a charter that will be approved, and revised as appropriate, fromtime to time by the committee and the board.  In general terms, the functionsof the committee shall be those as set forth in the charter.  

e.         **Meetings**.  Each committee shall meet at stated times or bynotice to all members of such committee by one of its number, in which noticethe time and place of the meeting shall be set forth.  Each committee shall fixits own rules of procedure, and a majority shall constitute quorum; but theaffirmative vote of the majority of the whole committee shall be necessary inevery case.  Each committee shall keep regular minutes of its proceedings andreport the same to the board of managers.

f.          **Compensation**.  Members of each committee, other than officers ofthe Company, shall receive such compensation for their services as shall beprescribed by the board of managers.  Each member of a committee shall beentitled to receive from the Company reimbursement of his expenses incurred inattending a meeting of the committee.                

            Section10.       **Profits or Losses**. The net profits or net losses (and any separately stated items, includingwithout limitation, depreciation, amortization and tax credits) of the Companyshall be allocated to the Members in accordance with their respectiveMembership Interests.

            Section11.       **Distributions**. From time to time, the board of managers shall authorize the Company to makedistributions to the Members for the purpose of defraying the annual taxliability caused by the Company's profits.  The Company may make otherdistributions to the Members as and when authorized by the board of managers.

            Section12.       **Dissolution**.

                        a.         **EventsCausing Dissolution**.  The following events (each a "Dissolution Event")shall cause a dissolution of the Company:

                        (i)         Thefiling of an affidavit in accordance with Section 1335.1 of the LaLLCL; or

                        (ii)        Theentry of a judicial decree of dissolution under Section 1335 of the LaLLCL.

                        b.         **WindingUp the Company**.  Upon the occurrence of a Dissolution Event, theMembers shall wind up the Company and liquidate its assets and liabilitiesaccording to Sections 1336 through 1341 of the LaLLCL.  After the DissolutionEvent and until completion of the winding up, the Members may continue toconduct the business of the Company.  The Members shall at all times retain themaximum limitation of liability with respect to claims against the Company asis allowed by the LaLLCL.  This limitation of liability shall not be diminishedby the fact that the Members have not formally commenced the winding up of theCompany after a Dissolution Event.

                        c.         **Gainsor Losses in Winding Up**.  Any gains or losses on disposition of Companyproperties in the process of liquidation will be credited or charged to theMembers.  Any property distributed in kind in the winding up must be valued andtreated as though the property were sold and the cash proceeds weredistributed.  The difference between the value of the property distributed inkind and its book value will be treated as a gain or loss on the sale of theproperty and credited or charged to the Members.

Section 13.       **Indemnity**. 

            a.         **Right to Indemnification- General**. The Company shall indemnify any person who was oris, or is threatened to be made, a party to or otherwise involved in anypending or completed action, suit, arbitration, alternate dispute resolutionmechanism, investigation, administrative hearing or other proceeding, whethercivil, criminal, administrative or investigative (any such threatened, pendingor completed proceeding being hereinafter called a "Proceeding") byreason of the fact that he is or was a manager, officer, employee or agent ofthe Company or is or was serving at the request of the Company as a director,manager, officer, employee or agent of another business, foreign or nonprofitcorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise (whether the basis of his involvement in such Proceeding is allegedaction in an official capacity or in any other capacity while serving as such),to the fullest extent permitted by applicable law in effect from time to time,and to such greater extent as applicable law may from time to time permit, fromand against expenses, including attorney's fees, judgments, fines, amounts paidor to be paid in settlement, liability and loss, ERISA excise taxes, actuallyand reasonably incurred by him or on his behalf or suffered in connection withsuch Proceeding or any claim, issue or matter therein; provided, however, that,except as provided in Subsection (e) of this Section, the Company shallindemnify any such person claiming indemnity in connection with a Proceedinginitiated by such person only if such Proceeding was authorized by the board ofmanagers. 

b.         **Certain Provisions RespectingIndemnification for and Advancement of Expenses**.   

            (i)         To the extent that a personreferred to in Subsection (a) of this Section is required to serve as a witnessin any Proceeding referred to therein, he shall be indemnified against allExpenses (as hereinafter defined) actually and reasonably incurred by him or onhis behalf in connection with serving as a witness. 

                         (ii)        The Company shall from timeto time pay, in advance of final disposition, all Expenses incurred by or onbehalf of any person referred to in Subsection (a) of this Section claimingindemnity thereunder in respect of any Proceeding referred to therein. Eachsuch advance shall be made within ten days after the receipt by the Company ofa statement from the claimant requesting the advance, which statement shallreasonably evidence the relevant Expenses and be accompanied or preceded by anysuch undertaking as may be required by applicable law respecting the contingentrepayment of such Expenses. Whenever and to the extent applicable law requiresthe board of managers to act in the specific case with respect to the paymentof Expenses in advance of the final disposition of any Proceeding, the board ofmanagers shall act with respect thereto within the period specified in thepreceding sentence and shall withhold the payment of Expenses in advance onlyif there is a reasonable and prompt determination by the board of managers by amajority vote of a quorum of Disinterested Managers (as hereinafter defined),or (if such quorum is not obtainable or, even if obtainable, a quorum ofDisinterested Managers so directs) by Independent Counsel (as hereinafterdefined) in a written opinion, that advancement of Expenses is inappropriate,even taking into account any undertaking given with respect to the repayment ofsuch Expenses, because based on the facts then known there is no reasonablelikelihood that the claimant would be able ultimately to demonstrate that hemet the standard of conduct necessary for indemnification with respect to suchExpenses.

                        c.         **Procedurefor Determination of Entitlement to Indemnification**.  

(i)         To obtain indemnification under thisSection, a claimant shall submit to the Company a written application. Thesecretary of the Company shall, promptly upon receipt of such an applicationfor indemnification, advise the board of managers in writing of theapplication. In connection with any such application, the claimant shallprovide such documentation and information as is reasonably requested by theCompany and reasonably available to him and relevant to a determination ofentitlement to indemnification. 

                        (ii)        Aperson's entitlement to indemnification under this Section, unless ordered by acourt, shall be determined, as required or permitted by applicable law: (x) bythe board of managers by a majority vote of a quorum consisting ofDisinterested Managers, (y) if a quorum of the board of managers consisting ofDisinterested Managers is not obtainable or, even if obtainable, a quorum ofDisinterested Managers so directs, by Independent Counsel in a written opinion,or (z) by the Members of the Company by a vote of a majority in interest of theMembership Interests; provided, however, that if a Change of Control (ashereinafter defined) shall have occurred, no determination of entitlement toindemnification adverse to the claimant shall be made other than one made orconcurred in by Independent Counsel, selected as provided in paragraph (iv) ofthis Subsection, in a written opinion. 

            (iii)       If the determination ofentitlement to indemnification is to be made by Independent Counsel in theabsence of a Change of Control, the Company shall furnish notice to theclaimant within ten days after receipt of the application for indemnificationspecifying the identity and address of Independent Counsel. The claimant may,within fourteen days after receipt of such written notice of selection, deliverto the Company a written objection to such selection***,***subject toparagraph (v) of this Subsection. If such an objection is made, either theCompany or the claimant may petition any court of competent jurisdiction for adetermination that the objection has no reasonable basis or for the appointmentas Independent Counsel of counsel selected by the court. 

                        (iv)       If there has been a Change ofControl, Independent Counsel to act as and to the extent required by paragraph(ii) of this Subsection or paragraph (ii) of Subsection (b) shall be selectedby the claimant, who shall give the Company written notice advising of theidentity and address of the Independent Counsel so selected. The Company may,within seven days after receipt of such written notice of selection, deliver tothe claimant a written objection to such selection, subject to paragraph (v) ofthis Subsection. The claimant may, within five days after the receipt of suchobjection, select other counsel to act as Independent Counsel, and the Companymay, within seven days after receipt of such written notice of selection,deliver to the claimant a written objection, as aforesaid, to such secondselection. In the case of any such objection the claimant may petition anycourt of competent jurisdiction for a determination that the objection has noreasonable basis or for the appointment as Independent Counsel of counselselected by the court. 

                        (v)        Any objection to theselection of Independent Counsel may be asserted only on the ground that thecounsel so selected does not qualify as Independent Counsel under thedefinition contained in Subsection (g) of this Section, and the objection shallset forth with particularity the basis of such assertion. No counsel selectedby the Company or by the claimant may serve as Independent Counsel if a timelyobjection has been made to his selection unless a court has determined thatsuch objection has no reasonable basis. 

            (vi)       The Company shall pay any andall reasonable fees and expenses of Independent Counsel acting pursuant to thisSection and in any proceeding in which such counsel is a party or a witness inrespect of its investigation and report. The Company shall pay all reasonablefees and expenses incident to the procedures of this Section regardless of themanner in which Independent Counsel is selected or appointed. 

            d.         **Presumptions and Effectof Certain Proceedings**.  

            (i)         A person referred to inSubsection (a) of this Section claiming a right to indemnification under thisSection shall be presumed (except as may be otherwise expressly provided inthis Section or required by applicable law) to be entitled to suchindemnification upon submission of an application for indemnification inaccordance with Subsection (c), and the Company shall have the burden of proofto overcome the presumption in any determination contrary to the presumption. 

            (ii)        Unless the determination isto be made by Independent Counsel, if the person or persons empowered underSubsection (c) of this Section to determine entitlement to indemnificationshall not have made and furnished the determination in writing to the claimantwithin 60 days after receipt by the Company of the application forindemnification, the determination of entitlement to indemnification shall bedeemed to have been made in favor of the claimant unless the claimant knowinglymisrepresented a material fact in connection with the application or suchindemnification is prohibited by law. The termination of any Proceeding, or ofany claim, issue or matter therein, by judgment, order, settlement orconviction, or upon a plea of nolo contendere or its equivalent, shall not ofitself adversely affect the right of a claimant to indemnification or create apresumption that a claimant did not act in a manner which would deny him theright to indemnification. 

            e.         **Right of Claimant toBring Suit**.

            (i)         If (w) a determination ismade pursuant to the procedures contemplated by Subsection (c) of this Sectionthat a claimant is not entitled to indemnification under this Section, (x)advancement of Expenses is not timely made pursuant to paragraph (ii) ofSubsection (b) of this Section, (y) Independent Counsel has not made anddelivered a written opinion as to entitlement to indemnification within 90 daysafter the selection or appointment of counsel has become final by virtue of thelapse of time for objection or the overruling of objections or appointment ofcounsel by a court, or (z) payment of a claim for indemnification is not madewithin five days after a favorable determination of entitlement toindemnification has been made or deemed to have been made pursuant toSubsection (c) or (d) of this Section, the claimant shall be entitled to bringsuit against  the Company to establish his entitlement to such indemnificationor advancement of Expenses and to recover the unpaid amount of his claim. Itshall be a defense to any such action (other than an action brought to enforcea claim for Expenses incurred in defending any Proceeding in advance of its finaldisposition where the required undertaking, if any is required, has beentendered to the Company) that the claimant did not meet the applicable standardof conduct which makes it permissible for the Company to indemnify the claimantfor the amount claimed, but the burden of proving such defense shall be uponthe Company. Neither the failure of the Company (including its board ofmanagers, Independent Counsel or its Members) to have made a determinationbefore the commencement of such action that indemnification of the claimant isproper under the circumstances because he has met such applicable standard ofconduct, nor an actual determination by the Company (including its board ofmanagers, Independent Counsel or its Members) that the claimant has not met theapplicable standard of conduct, shall be a defense to the action or create apresumption that the claimant has not met the applicable standard of conduct,and the claimant shall be entitled to a de novo trial on the merits as to anysuch matter as to which no determination or an adverse determination has beenmade. 

            (ii)        If a claimant is successful inwhole or in part in prosecuting any claim referred to in paragraph (i) of thisSubsection, the claimant shall also be entitled to recover from the Company,and shall be indemnified by the Company against, any and all Expenses actuallyand reasonably incurred by him in prosecuting such claim. 

            f.          **Non-Exclusivity andSurvival of Rights**. The rights of indemnification and to receiveadvancement of Expenses contemplated by this Section shall not be deemedexclusive of any other rights to which any person may at any time be entitledunder any agreement, this Agreement, authorization of the Members or managers(regardless of whether managers authorizing such indemnification arebeneficiaries thereof), or otherwise, both as to action in his officialcapacity and as to action in another capacity; provided that no otherindemnification measure shall permit indemnification of any person for theresults of such person's willful or intentional misconduct. 

The Company may procure or maintain insurance or othersimilar arrangement, at its expense, to protect itself and any manager,officer, employee or agent of the Company or other corporation, partnership,joint venture, trust or other enterprise against any expense, liability or lossasserted against or incurred by such person, whether or not the Company wouldhave the power to indemnify such person against such expense or liability. 

In considering the cost and availability of suchinsurance, the Company, in the exercise of its business judgment, may purchaseinsurance which provides for any and all of (x) deductibles, (y) limits onpayments required to be made by the insurer, or (z) coverage which may not beas comprehensive as that previously included in insurance purchased by theCompany. The purchase of insurance with deductibles, limits on payments andcoverage exclusions will be deemed to be in the best interest of the Companybut may not be in the best interest of certain of the persons covered thereby.As to the Company, purchasing insurance with deductibles, limits on payments,and coverage exclusions is similar to the Company's practice of self‐insurancein other areas. In order to protect the officers and managers of the Company,the Company shall indemnify and hold each of them harmless as provided inSubsection (a) of this Section, without regard to whether the Company wouldotherwise be entitled to indemnify such officer or manager under the otherprovisions of this Section, to the extent (x) of such deductibles, (y) ofamounts exceeding payments required to be made by an insurer or (z) that priorpolicies of officer's and manager's liability insurance held by the Companywould have provided for payment to such officer or manager. Notwithstanding theforegoing provisions of this Subsection, no person shall be entitled toindemnification for the results of such person's willful or intentional misconduct.

The right to indemnification conferred in thisSection shall be a contract right, and no amendment, alteration or repeal ofthis Section or any provision thereof shall restrict the indemnification rightsgranted by this Section as to any person claiming indemnification with respectto acts, events and circumstances that occurred, in whole or in part, beforesuch amendment, alteration or repeal. The provisions of this Section shallcontinue as to a person who has ceased to be a manager, officer, employee oragent and shall inure to the benefit of his heirs, executors and legalrepresentatives. 

            g.         **Definitions**.  For purposes of this Section:

            (i)         "Change ofControl" means the occurrence of any of the following events orcircumstances: (1) there shall have occurred an event required to be reportedin response to Item 6(e) of Schedule 14A of Regulation 14A (or in response toany similar item on any similar schedule or form) promulgated under theSecurities Exchange Act of 1934, as amended (the "Act"), whether ornot the Company is then subject to such reporting requirement; (2) any"person" (as such term is used in Section 13(d) and 14(d) of the Act)shall have become the "beneficial owner", (as defined in Rule 13d‐3 underthe Act), directly or indirectly, of a Membership Interest in the Companyrepresenting 30% or more of the combined Member voting power without the priorapproval of at least two‐thirds of the members of the board of managersin office immediately before such person's attaining such percentage interest;(3) the Company is a party to a merger, consolidation, or sale of assets orother reorganization as a consequence of which members of the board of managersin office immediately before such transaction or event constitute less than amajority of the board of managers thereafter; (4) during any period of twoconsecutive years, individuals who at the beginning of such period constitutedthe board of managers (including for this purpose any new manager whoseelection or nomination for election by the Company's Members was approved by avote of at least two‐thirds of the managers then still in office who weremanagers at the beginning of such period) cease for any reason to constitute atleast a majority of the board of managers. 

            (ii)        "DisinterestedManager" means a manager of the Company who is not and was  not a party tothe Proceeding in respect of which indemnification is sought as provided inthis Section. 

            (iii)       "Expenses" shallinclude all reasonable attorneys' fees, retainers, court costs, transcriptcosts, fees of experts, witness fees, travel expenses, duplicating costs,printing and binding costs, telephone charges, postage, delivery service fees,and all other disbursements or expenses of the types customarily incurred inconnection with prosecuting, defending, preparing to prosecute or defend,investigating, or being or preparing to be a witness in a Proceeding. 

            (iv)       "Independent Counsel"means a law firm, or a member of a law firm, with substantial experience inmatters of corporation law that neither presently is, nor in the five yearsbefore his selection or appointment has been, retained to represent: (i) theCompany or person claiming indemnification in any matter material to either, or(ii) any other party to the Proceeding giving rise to a claim forindemnification hereunder, and is not otherwise precluded under applicableprofessional standards from acting in the capacity herein contemplated. 

            Section 14.       **Notices**.

                        a.         **Mannerof Giving Notice**.  Notice required to be given under the provisions ofthis Agreement to a manager, officer, or a Member shall not be construed tomean personal notice, but may be given by depositing written or printed noticein a post office or letter box a postpaid wrapper addressed to such manager,officer, or Member at such address as appears on the books of the Company, suchnotice to be deemed to have been given at the time when the same shall havebeen thus mailed; or, if such person has provided a telecommunications addressto the Company, such notice may be given by prepaid written telecommunicationsent to such address and in such event shall be deemed to have been given atthe time when the same shall have been transmitted.

                        b.         **Waiverof Notice**.  Any officer, manager, or Member may waive, inwriting or by written telecommunication, whether before or after the timestated, any notice required to be given under this Agreement.  Attendance atany meeting by a manager or a Member without first objecting to lack of noticeshall constitute waiver of notice.

            Section 15.       **GeneralProvisions**.

                        a.         **Choiceof Law**.  The validity of this Agreement is to be determinedunder, and the provisions of this Agreement are to be construed in accordancewith, the laws of the State of Louisiana.

                        b.         **BindingEffect**.  This Agreement is to be binding upon, and inure tothe benefit of the successors and permitted assigns of the Members.

                        c.         **Genderand Plurality**.  Wherever applicable, the pronouns designating themasculine or neuter will equally apply to the feminine, neuter or masculinegenders.  Furthermore, wherever applicable within this Agreement, the singularwill include the plural and vice versa.  The term "person" when used hereinshall include a natural person and all forms of entities, including, withoutlimitation, a corporation, trust, association, partnership, limitedpartnership, partnership in commendam, limited liability company or limitedliability partnership.

                        d.         **Captions**.  Section, subsection and paragraph captions are forreference purposes only and will not be considered to affect context.

                        e.         **Severability**.  If any part of this Agreement is found by a courtof competent jurisdiction to be void, against public policy or otherwiseunenforceable, that part shall be reformed by the court to the extent necessaryto make such provision enforceable.  If the entire provision is deemedunenforceable by the court, the provision shall be deleted.  In either event,this Agreement and each of the remaining provisions of it, as so amended, shallremain in full force and effect.

                        f.          **Integration**.  This Agreement and the Articles embody the entireagreement and understanding between the Members and the Company and supersedeall prior agreements and understandings, if any, between the Members and theCompany, relating to the subject matter hereof.

COMPANY:                                                   CLECOPOWER LLC

                                                                        By:         /s/David M. Eppler                     

                                                                              Name:  David M. Eppler                                                                              Title:    Manager, President & CEO

MEMBER:                                                       CLECOCORPORATION

                                                                        By:         /s/David M. Eppler                     

                                                                              Name:    David M. Eppler                                                                              Title:      Director, President & CEO

EXHIBIT A TO OPERATING AGREEMENT OFCLECO POWER LLC

Initial Membership Interest and Contribution

| Member            | Membership Interest | Cash Contribution                  |
|-------------------|---------------------|------------------------------------|
| Cleco Corporation | 100%                |      $1,000.00 |
|                   |                     |                                    |

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