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**EXHIBIT 99(e)**

**UNITED STATES OF AMERICABEFORE THEFEDERAL ENERGY REGULATORY COMMISSION**

Cleco Corporation, et al.                                   )                  DocketNo. IN03-1-000 

Stipulation and Consent Agreement

I.  INTRODUCTION

The Staff of the Division ofEnforcement, Office of Market Oversight and Investigations (Enforcement); ClecoCorporation (Cleco); Cleco Marketing & Trading LLC (CMT); Cleco Power LLC(Cleco Power); and Cleco Evangeline LLC 

(Evangeline) (collectively, Cleco, etal.)enter into this Stipulation and Consent Agreement (Agreement) to resolve allissues relating to a non-public, formal investigation conducted byEnforcement under Part 1b of the Commission's regulations, 18 C.F.R. Part 1b(2003).  The investigation concerns alleged violations of the Federal Power Act(FPA), 16 U.S.C. §§ 792 etseq. (2000), and provisions of theCommission's regulations and orders, arising from the facts stipulated below. 

**II.  STIPULATION**

Cleco, etal. andEnforcement stipulate to the following:

Background

1.         Cleco is a holding companywith the following subsidiaries, among others. 

a.         Cleco Power LLC is aregulated, electric transmission utility with a wholesale merchant function,and a retail function that serves about 250,000 retail customers in Louisiana. Cleco Power sells bundled power to its retail customers and tracks the fuel andfuel-related costs, including certain purchased power costs, for itsretail tariff in a fuel adjustment clause account (FAC).  Cleco Power's salesor purchases from its FAC will hereinafter be referred to as Cleco Power-FAC. Until mid-year 2003, Cleco Power also maintained another trade book forwholesale marketing and speculative trading, which will hereinafter be referredto as Cleco Power-WMO.  Currently, wholesale trading is in customer-specifictrade books.  Cleco Power received market-based rate authority[1] before it had any power marketeraffiliates, and does not have a code of conduct.  As a transmission provider,Cleco is also subject to the Commission's Standards of Conduct, 18 C.F.R. Part37 (2003), which govern its relationship with its wholesale merchant functionand power marketer affiliates.

b.         Cleco Marketing &Trading LLC (CMT) is a power marketer with market-based rate authorityand a Code of Conduct.[2]

c.         Cleco Evangeline LLC(Evangeline) owns and operates a power plant as an  exempt wholesale generator(EWG) under Section 32 of the Public Utility Holding Company Act of 1935(PUHCA), 15 U.S.C. § 79z-5a (2000), with market-based rate authority[3] and a Code of Conduct.  

2.         CMT's and Evangeline's Codesof Conduct are nearly identical.  Both, interalia, require CMTand Evangeline: 1) to operate separately from the employees of Cleco Power"to the maximum extent practical" and 2) to disclose all marketinformation they share with Cleco Power simultaneously to the public. "Market information" is defined broadly to include "allmarket information, including but not limited to, any communication concerningpower or transmission business, present or future, positive or negative,concrete or potential." 

3.         In 1998, Cleco expandedits focus to incorporate a larger trading and marketing operation.  The companyformed a new intermediary holding company, Cleco Midstream Resources LLC,within which it consolidated generation assets, including planned new EWG generators,such as Acadia Power Partners, LLC (Acadia); Evangeline; and Perryville EnergyPartners, L.L.C. (Perryville); and its newly created, affiliated power tradingand marketing arm, CMT; as well as additional subsidiaries.  

4.         In 1999, CMT began performinga number of services for Cleco Power.  On March 1, 2000, CMT signed an agencyagreement with Cleco Power, under which CMT provided Cleco Power a wide rangeof power trading and other services, including: 1) resource coordination anddelivery of power and ancillary services to Cleco Power customers; 2) fuelpurchases for Cleco Power generation use; 3) marketing and customer relationsservices; 4) commodity trading; 5) monitoring, energy management, scheduling,dispatch and accounting and billing services; 6) interaffiliate billing; 7)retail and wholesale marketing; and 8) energy trading.  CMT performs nofunctions under the agreement now.  Although the agreement is still in effect**,**it is not relied upon because of CMT's recent elimination of nearly allfunctions and employees.  From July 1999 through December 2001, CMT and ClecoPower-WMO also shared employees and CMT operated nearly all aspects ofCleco Power-WMO's trading operations.  CMT continued to perform marketingand scheduling functions for Cleco Power-WMO through July 2002, when a newlyhired and trained Cleco Power scheduler became responsible for Cleco Power'sscheduling.

5.         From July 1999 until June2000, CMT managed the trade books of CMT and Cleco Power-WMO in a singledatabase and, in some cases, sent invoices for transactions conducted by bothaffiliates in a single, combined statement.  CMT traders, among others, who hadaccess to multiple trade books, at times transferred or amended transactionsbetween trade books subsequent to the transaction, which resulted in affiliatetransfers.  Apparently, those personnel were either balancing books or makingcorrections because there was no enabling agreement with the counterparty forthe affiliate and the trade ordinarily would be moved to the account of theaffiliate with an enabling agreement.  When the books were segregated in 2000,a number of accounting adjustments were made to separate customers of ClecoPower-WMO and CMT.  As a result, non-affiliated customerinformation was shared between Cleco Power-WMO and CMT.  Additionalaccounting adjustment transactions between Cleco Power-WMO and CMToccurred during 1999 and into 2001.  Cleco Power-WMO and CMT also shareda single trading floor from 1999 until January 2002, which contributed towardsharing of information.        

6.         Under the AgencyAgreement, CMT also provided transmission scheduling services for Cleco Power-WMOwhereby a single CMT employee performed this service for both CMT's owntransmission scheduling needs and those of Cleco Power-WMO.  In somecases, the scheduler optimized the acquisition of transmission services byscheduling certain purchases by one affiliate to offset the needs of anotheraffiliate, and vice versa.  The offsets optimized the use of transmission pathsand decreased the transmission needed from outside Cleco's control area.  Theoptimization eliminated or reduced the need for inter-control areatransmission and saved Cleco Power line losses.  

7.         From 1999 to 2002, ClecoPower provided CMT, for the benefit of a customer, a unique type oftransmission service that was neither made available to non-affiliates, norincluded in its tariff, nor posted on its OASIS website.

8.         During the years 1999 to2002, Cleco Power and CMT engaged in numerous transactions in which power wasindirectly sold between CMT and Cleco Power-WMO, through the use of a non-affiliatedthird party intermediary.  In these transactions, which were arranged by CMTpersonnel, one Cleco affiliate would sell to the intermediary"sleeve" party and the "sleeve" party would then sell thesame quantity of energy at a similar price to the other Cleco affiliate. Neither CMT nor Cleco Power sought prior or subsequent Commission authorizationunder section 205 of the Federal Power Act for these transactions.  Cleco Powerconducted $3.5 million of "sleeve" trades to CMT from 1999 to 2002. CMT conducted $15.1 million of "sleeve" trades to Cleco Power from1999 to 2002.  Generally, the pricing for these transactions was the same.  However,in some instances, Cleco Power incurred net costs in excess of the originaltransaction costs incurred by CMT.  As a result, between 1999-2002, CMTobtained a net profit of about $1.99 million as a result of the "sleeve" tradeswith Cleco Power.

9.         In December 1999, CMTexecuted an agency agreement with Evangeline under which it would market testpower[4] from Evangeline prior tocommencement of full commercial operations.  This agency agreement was executedby the same individual representing both Evangeline and CMT.  During December1999, in a transaction arranged by CMT personnel, Evangeline sold power to athird party "sleeve" that then sold the power to Cleco Power.  Inaddition, from February 2000 to May 2000, CMT, on Evangeline's behalf, arrangedand sold test power to an unaffiliated third party "sleeve" and thethird party "sleeve" then resold the same power in the same quantityat the same price nearly simultaneously to Cleco Power.  In all, Evangelinesold Cleco Power about 61,000 MWh of power at a total price of about $1.8million.  Evangeline did not seek prior or subsequent authorization for thesetransactions from the Commission.  Evangeline obtained a net profit of about$126,469 from these transactions with Cleco Power.

10.       From 1999 to 2002, ClecoPower or CMT engaged in round-trip, wash trades in which one of theaffiliates sold power to a third party "sleeve" and the third party"sleeve" nearly simultaneously sold back the same quantity of powerat a similar or identical price to the same affiliate.  In some instances, thetransactions involved the sale and purchase of power through a"sleeve" to and/or from Cleco Power's- FAC to/from the ClecoPower-WMO account.  Generally, the pricing for these transactions was thesame.

11.       At Cleco Power, the tradingfloor is shared by employees engaging in wholesale merchant functions and thoseengaging in retail sales functions.  Although separate employees handle theforward transactions, the "Resource Coordinator" performs hourlydispatch for the wholesale and retail sales.  As a shared employee, theResource Coordinator has access to Cleco Power's transmission information.

12.       On November 13, 2002, Clecovoluntarily disclosed substantial aspects of the  transactions and otherbehavior described above to Enforcement Staff.  On November 14, 2002, Clecomade similar disclosures in publicly available documents filed with theSecurities and Exchange Commission. 

**III. ALLEGED VIOLATIONS**

A.        Enforcement alleges:

1.         By engaging in sales toaffiliates without Commission authorization, Cleco Power, Evangeline and CMTviolated Section 205 of the FPA, 16 U.S.C. § 824d (2000), which prohibitspublic utilities from engaging in preferential or discriminatory arrangementsbetween persons, localities, and classes of services.  Cleco Power, Evangeline,and CMT also violated the express terms of their market-based power salestariffs, which required prior approval of such transactions.  

2.         Evangeline's test powersales to Cleco Power, effectuated by CMT, also violated Section 214 of the FPA,16 U.S.C. § 824m (2000), which states that no rate is lawful for an EWG if therate results from an undue preference or advantage from an affiliate.  Theviolations of Section 214 of the FPA trigger Section 316A of the FPA, 16 U.S.C.§ 825o-1 (2000), which authorizes the Commission to assess up to $10,000for each day of continuing violation.[5]

3.         In addition, Cleco Powerviolated Section 205 of the FPA by providing an undue preference to anaffiliate (CMT) with a unique type of transmission service not made availableto non-affiliates.  

4.         By providing an affiliate,CMT, a unique form of transmission service not available to other parties,Cleco Power also violated Section 37.4(b)(5)(iv) of the Commission'sregulations, 18 C.F.R. § 37.4(b)(5)(iv) (2003), which prohibits transmissionproviders from providing preferences with respect to sales or purchase oftransmission service by an affiliate as compared to the interests of otherwholesale customers.  

5.         Cleco Power also violatedSection 37.4(b)(4)(i) of the Commission's regulations, 18 C.F.R. § 37.4(b)(4)(i)(2003), which, inter alia, prohibits disclosure of non-public,transmission system information by transmission provider employees to affiliateemployees engaged in wholesale merchant functions, if that information is notcontemporaneously disclosed to other customers.  Improper disclosure of suchtransmission information was perse necessary for Cleco Power tobe able to provide the unique transmission service to CMT.  

6.         Cleco Power violatedSection 37.4(b)(4)(ii) of the Commission's regulations, 18 C.F.R.§ 37.4(b)(4)(ii) (2003), by failing to post on the OASIS transmissioninformation regarding the unique form of transmission service disclosed to anaffiliate.  Cleco Power also violated Section 37.6(b) of the Commission'sregulations, 18 C.F.R. § 37.6(b)(2003), which requires transmission providersto post all types of available transmission capacity on its OASIS, by failingto post the unique type of firm transmission service that it provided to CMT onCleco Power's OASIS.

7.         By maintaining trade booksjointly with CMT, Cleco Power violated Section 37.4(b)(6) of the Commission'sregulations, 18 C.F.R. § 37.4(b)(6) (2003), which requires transmissionproviders to maintain books of account and records separately from those oftheir affiliates.

8.         Cleco Power also violatedSection 37.4(b)(3) of the Commission's regulations, 18 C.F.R. § 37.4(b)(3)(2003), which prohibits an employee engaged in wholesale merchant functionsfrom having preferential access to information about the transmission systemthat is not available to all users of the OASIS, by giving the ResourceCoordinator, who engaged in wholesale functions, access to transmissioninformation. 

9.         CMT and Evangelineviolated their respective Codes of Conduct by failing to operate separatelyfrom Cleco Power. 

10.       CMT and Evangeline violatedtheir respective Codes of Conduct by sharing market information with ClecoPower that was not simultaneously disclosed to the public.

B.        Cleco, etal.responds:

1.         With respect to theallegations set forth in Part III.A. above, it is Cleco, etal.'sposition that:

a.         Cleco, etal.neither admits nor denies Enforcement's allegations in Part III.A.  Cleco, etal. neither admits nor denies that it violated any provision of the FPAor the Commission's regulations and expressly asserts that neither Cleco norany of its subsidiaries was unjustly enriched by, received a competitiveadvantage, or otherwise unjustly or unreasonably profited from the alleged activitiesdescribed in this Agreement.  However, to avoid extended litigation withrespect to the matters described or referred to herein, to avoid uncertainty,and to effect a complete and final settlement of the investigation in DocketNo. IN03-1-000, and without admitting or denying that anyviolations occurred, Cleco, etal. enters into this Agreement.

b.         With respect toEnforcement's allegations contained in Part III. herein, Cleco etal.intended no violations of law and did not intend to impose excessive rates orcharges upon Cleco Power's customers.  With respect to the joint scheduling byCMT, these transactions were intended to achieve operational and economicefficiencies for Cleco etal.  

**IV.  PENALTIES AND REMEDIES**

For purposes of settling any and allcivil and administrative disputes, and in lieu of any other penalty or remedythat the Commission might assess or determine concerning any of the matters inthe investigation in Docket No. IN03-1-000, Cleco, etal.agrees that:

1.         Cleco, etal.shall pay a civil penalty in the principal amount of $750,000 as follows:

a.         No later than 30 daysafter the date upon which a Commission order approving this Agreement withoutmodification becomes final (Effective Date), Cleco, etal. shallpay $750,000 to the Commission, either by delivering a certified check madepayable to the Federal Energy Regulatory Commission to Federal EnergyRegulatory Commission, Lockbox 93938, Chicago, Illinois 60673, or by completingan electronic wire transfer to an appropriate Commission account. 

b.         Cleco, etal.shall not recover any amount of the civil penalty through any ratefor any service subject to the jurisdiction of the Commission.   

2.         a.         Asof the Effective Date, CMT's market-based rate authority is revoked,except for minimal sales to meet existing contractual obligations, which shallnot be extended or renewed and will expire or otherwise be terminated on orbefore December 31, 2003.  The existing contractual obligations include threereplacement power contracts for Acadia, Evangeline and Perryville, and peakpower arrangements for six non-affiliated customers.  

b.         CMT may reapply to theCommission for market-based rate authority and authorization to engage intrading operations on the earlier of December 31, 2004, or twelve months afterCMT has certified to Enforcement that it ceased engaging in all market-basedrate sales.  

3.         Within 30 days of theEffective Date, CMT shall refund to Cleco Power CMT's profits in the amount of$1,990,950, and Evangeline shall refund to Cleco Power Evangeline's profits inthe amount of $126,469, as specified in Part II, paragraphs 8 and 9.  Cleco etal. shall provide evidence of such refunds to OMOI within 60 days of theEffective Date.  

4.         On the Effective Date, theagency agreement between CMT and Cleco Power referenced in Part II, No. 4,above, shall be terminated.  No agency agreements, or like agreements, by whichany of the Cleco etal. entities manage power or transmission foranother, or sell power or transmission services, or provide other energy orpower related services, to another shall exist between and among any of theCleco etal. entities, without prior express written approvalfrom the Commission, except as provided above for the three replacement powercontracts.  No new such agency agreement between and among any of the Cleco etal. entities may be entered into, without prior express written approvalfrom the Commission.

5.         Within 30 days after theEffective Date, Cleco Power, CMT, Evangeline, Acadia and Perryville (the latterthree being affiliated generators with market-based rate authority) will besubject to the Codes of Conduct attached as Appendix A.  Evangeline's,Acadia's, CMT's and Perryville's previous Codes of Conduct imposed in DocketNos. ER99-2928-000, ER02-1406-000, ER99-2300-000, andER01-1397-000, thus shall be superseded.

6.         Within 30 days of theEffective Date, Cleco Power, CMT, Acadia, Perryville and Evangeline will filerevised tariff sheets to reflect the new Codes of Conduct in an "ER"filing.  

7.         Within 60 days of theEffective Date, Cleco Power will separate its trading floor to keep apart theemployees engaged in retail sales functions from those engaged in wholesalesales functions and ensure that Resource Coordinators are not shared between theretail and wholesale trading floors.  

8.         Cleco, etal.shall implement fully and follow the Compliance Plan attached as Appendix B tothis Agreement.  

a          Within 30 days after eachof the first through third anniversaries of the Effective Date, Cleco etal. shall file with the Commission a report in Docket No. IN03-1-000explaining how, during the previous 12-month period, it implemented theCompliance Plan and ensured continued compliance with the applicable provisionsof this Agreement and the Compliance Plan (Compliance Report).

b.         As required in Section 205of the FPA and Section 32 of PUHCA, neither Cleco Corp nor any of itssubsidiaries will create any new power marketer affiliates or EWGs withoutprior approval of the Commission.

c.         Should any audit orreporting activity conducted pursuant to this Agreement or the Compliance Planindicate that during the period in which the Compliance Plan is in effect,Cleco etal. or any affiliate of it subject to the CompliancePlan engaged in any apparent violation of any rule, regulation, or statutoryrequirement administered by the Commission, Cleco, etal. shalldescribe in the applicable Compliance Report each such violation and any remedyfor it that Cleco, etal. implemented after consultation withEnforcement. 

9.         Cleco etal.agree to fully cooperate with Enforcement in the investigation of the non-affiliatedcounterparties that participated in the activities described in Part II of thisAgreement, subject to reasonable protections of confidentiality, including theconfidentiality protections of 18 C.F.R. Part 1b (2003).

10.       Failure to make a timelycivil penalty payment or otherwise comply with any provision of this Part shallviolate a final order of the Commission issued pursuant to the FPA and may subjectCleco, etal. to additional action under the enforcement andpenalty provisions of the FPA and the Commission's rules.  Moreover, if paymentis not made on time, interest shall accrue under the Commission's regulationsat 18 C.F.R. § 154.501(d) (2003) from the date such payment is due.

**V. TERMS**

1.         Enforcement and Cleco, etal. state that they enter into the Agreement voluntarily and that, otherthan the agreements provided herein, no tender, offer, or promise of any kindwhatsoever has been made by any party to this Agreement or by any member,officer, agent, or representative thereof, to induce the other party to enterinto the Agreement.

2.         The Agreement does notaddress or affect any issues pending in any other docketed matter.

3.         By the Agreement, Enforcementand Cleco, etal. evidence their intention to settle only thematters referred to herein that are within the Commission's jurisdiction andstatutory authority to settle.

4.         Unless the Commissionissues an order approving the Agreement in its entirety**,** withoutmodification, the Agreement shall be null and void and of no effect whatsoever,and neither Enforcement nor Cleco, etal. shall be bound by anyprovision or term of the Agreement, unless they agree otherwise in writing.  

5.         On the date the Commissionapproves the Agreement without modification, the Agreement shall resolve as toCleco, etal., their agents, advisors, officers, directors andemployees, both past and present, and the Commission shall release and beforever barred from bringing against Cleco, etal., its agents,advisors, officers, directors, or employees, both past and present, any and alladministrative or civil claims, charges, or matters asserting any claims,liabilities, causes of action, demands, rights, alleged entitlements,obligations, known or unknown, asserted or not asserted, vested or unvested,without limitation, arising out of, related to, or connected with the facts setforth in Part II and the allegations in Part III of the Agreement.   A finalCommission order approving the Agreement without modification shall terminatethe investigation in Docket No. IN03-1-000. 

6.         With respect to therepresentations by Cleco, etal. set forth, the undersignedrepresentatives of Cleco, etal. represent and warrant that theyhave read them and know the contents thereof, that all the factual statementsand factual matters set forth are true and correct to the best of theirknowledge, information, and belief, and that they understand that Enforcemententers into this Agreement in express reliance on those representations.

7.         The provisions of thisAgreement shall apply to Cleco, etal. and its successors andassigns.

8.         In connection with thepayment of the civil penalty provided for herein, Cleco, etal.agrees that the Commission's order approving this Agreement withoutmodification shall be a final and unappealable order assessing a civil penaltyunder Section 316A(b) of the FPA, 16 U.S.C. § 825o-1(b)(2000).  Withregard to such civil penalty, Cleco, etal. waive: a Notice ofProposed Penalty under Section 31(d) of the FPA, 16 U.S.C. § 823b(d) (2000);hearings pursuant to the applicable provisions of the FPA and the right toproceed pursuant to Section 31(d)(3) of the FPA, 16 U.S.C. § 823b(d) (2000);the filing of proposed findings of fact and conclusions of law; an InitialDecision by an administrative law judge pursuant to the Commission's Rules ofPractice and Procedure; post-hearing procedures pursuant to theCommission's Rules of Practice and Procedure; and judicial review by any court.

9.         In connection withagreeing to the remedies provided herein relating to activities under the FPAdiscussed herein, Cleco, etal. agree that a Commission orderapproving this Agreement without modification shall be a final and unappealableorder under Section 313(a) of the FPA, 16 U.S.C. § 825l(a) (2000).  With regardto such order, Cleco, etal. waive:  hearings pursuant to theapplicable provisions of the FPA; the filing of proposed findings of fact andconclusions of law; an Initial Decision by an administrative law judge pursuantto the Commission's Rules of Practice and Procedure; post-hearingprocedures pursuant to the Commission's Rules of Practice and Procedure; andjudicial review by any court.

10.       Each of the undersignedwarrants that he is an authorized representative of the party designated, isauthorized to bind such party, and accepts this Agreement on behalf of thatparty.

Agreed to and accepted this 25thday of July 2003.

| Cleco Corporation, et  al.                                                                                                                                                                                                                                                                        | Enforcement Staff                                                                                                                                                                                                                                                                                                              |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  /s/ David M. Eppler                                             |  /s/ Dennis O'Keefe                                                  |
|                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                |
| By:                                                                                                                                                                                                                                                                                               | By:                                                                                                                                                                                                                                                                                                                            |
| David M. Eppler                                                                                                                                                                                                                                                                                   | Dennis O'Keefe                                                                                                                                                                                                                                                                                                                 |
| President and Chief  Executive Officer,                                                                                                                                                                                                                                                           | Deputy Director,                                                                                                                                                                                                                                                                                                               |
| Cleco Corporation                                                                                                                                                                                                                                                                                 | Office of Market Oversight  and Investigations                                                                                                                                                                                                                                                                            |
|  /s/ R. O'Neal Chadwick, Jr.                                                                                                                               |                                                                                                                                                                                                                                                                                                                                |
| By:                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                |
| R. O'Neal Chadwick, Jr.                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                |
| Senior Vice President and  General Counsel                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                |
| Cleco Corporation                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                |

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[1] Central Louisiana Electric Co., Inc., 77 FERC  61,020 (1996), reh'gdenied, 78 FERC  61,089 (1997),  aff'dsub nom. Louisiana Energy and Power Authority v. FERC, 141 F.3d 364 (D.C.Cir. 1998).  Central Louisiana Electric Company subsequently changed its nameto Cleco Utility Group Inc., and then to Cleco Power LLC.  Hereinafter, allreferences to this entity will be Cleco Power.

[2] On June 17, 1999, the Commission granted Cleco Tradingand Marketing LLC  authority to conduct sales at market-based rates,conditioned upon compliance with a Code of Conduct.  87 FERC  62,313 (1999). Cleco Trading and Marketing LLC subsequently changed its legal name to ClecoMarketing & Trading LLC (CMT).

[3] The Commission granted Evangeline EWG status in1999.  87 FERC  62,370 (1999).   In 1999, the Commission also grantedEvangeline authority to conduct sales at market-based rates, conditioned uponcompliance with a Code of Conduct. 88 FERC  61,005 (1999).

[4] "Test power" is that energy that is producedduring the testing and start-up period of the construction of a new generation facility. When Evangeline became fully operational and began producing full power, allthe output was contractually committed to a non-affiliated third party.

[5] The maximum civil penalty has subsequently been raisedto $11,000 for each day of continuing violation for violations occurring afterAugust 2002. 

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APPENDIX ACleco Power LLC; Cleco Marketing & Trading LLC; Cleco Evangeline LLC;Acadia Power Partners, LLC; and Perryville Energy Partners, L.L.C.

CODE OF CONDUCT

I.          OrganizationalRequirements

1.         To the maximum extent practical, theemployees of Cleco Power LLC (Cleco Power); Cleco Marketing & Trading LLC(CMT); Cleco Evangeline LLC (Evangeline); Acadia Power Partners, LLC (Acadia);and Perryville Energy Partners, L.L.C. (Perryville) (collectively referred toas the Cleco Companies) will operate independently of each other.

2.         The Cleco Companies must post the names andaddresses of its energy-related affiliates on an Internet-based, OASIS-likewebsite (Internet website).  Energy-related affiliates include those entitiesthat: (1) engage in or are involved in transmission transactions in U.S. energyor transmission markets; (2) manage or control transmission capacity in U.S.energy or transmission markets; (3) buy, sell, trade or administer natural gasor electric energy in U.S. energy or transmission markets; or (4) engage infinancial transactions relating to the sale or transmission of natural gas orelectric energy in U.S. energy or transmission markets.

3.         The Cleco Companies must post on anInternet website a complete list of the facilities shared by the ClecoCompanies, including the types of facilities shared and their addresses.

4.         The ClecoCompanies must post on an Internet website: 

(A)      A comprehensive organizational chart of theparent corporation with the relative position in the corporate structure ofeach energy-related affiliate, with detailed labeling that includes the name ofthe company and its primary function or type of business.  

(B)      For each of the Cleco Companies, organizationalchart(s) that include each     business unit and chain of command for allpositions.  

(C)      For each employee engaged in transmission orreliability functions for Cleco Power or wholesale merchant functions for anyof the Cleco Companies, job descriptions that include:  the name, job title,job duties and functions.  Such employees below the supervisory level do notneed to be identified by name, but must be identified by title and position. Information must be updated within seven business days of a change in structureor employment.  

5.         With respect to employees engaged intransmission, reliability or wholesale merchant functions, notice of each suchemployee transferring between one of the Cleco Companies will be posted on anInternet website, following the guidelines under section 37.6 of the Commission'sregulations, 18 C.F.R. § 37.6 (2003).  The information posted mustinclude:  the name of the transferring employee, the respective titles held ateach Cleco Company, including the name of the division; and the effective dateof the transfer.  This information will remain on the Internet website for 90days.

6.         All market information shared between anyof the Cleco Companies will be disclosed simultaneously to the public on theCleco Companies' Internet website.  Market information includes, but is notlimited to, any communication concerning power or transmission business,present or future, positive or negative, concrete or potential.  Employeesshared between the companies in a support role are not bound by this provision,but they may not serve as an improper conduit of information to non-supportpersonnel.

7.         Each Cleco Company must maintain its books of account and recordsseparately from those of every other Cleco Company, and these must be availablefor Commission inspection.

8.         The Cleco Companies shall not violate or collude with another party inactions that violate any of the Cleco Companies' Codes of Conduct or Order No.889's Standards of Conduct.

II.         Marketing or Trading

1.         ClecoCompanies will not engage in pre-arranged, offsetting trades of the sameproduct using a non-affiliated third party intermediary, which trades involveno economic risk and no net change in beneficial ownership.

2.         ClecoCompanies will not engage in pre-arranged trades of the same product using anon-affiliated third party intermediary to circumvent the Federal Power Act, aCommission-approved tariff or the Commission's rules or regulations.

3.         Salesof non-power goods or services by Cleco Power to another Cleco Company will beat the higher of cost or market price.

4.         Salesof any non-power goods or services from any Cleco Company to Cleco Power willnot be at a price above market.

III.       Brokering of Power

1.         To theextent Acadia, Evangeline, or Perryville seeks to broker power for Cleco Power:

(A)       The affiliate will offerCleco Power's power first.

(B)       Any arrangement betweenAcadia, Evangeline, or Perryville and Cleco Power isnon-exclusive.

(C)       Neither Evangeline, norAcadia, nor Perryville will accept any fees in conjunction withany brokering services it performs for Cleco Power.

2.         To the extent Cleco Power seeks to broker powerfor Evangeline, Acadia, or Perryville:

(A)       Cleco Power is requiredto charge the higher of its costs for the service or themarket rate for such services.

(B)       ClecoPower is required to market its own power first, and simultaneously make publicany information shared with Evangeline, Acadia, or Perryville during brokering,and must post on its Internet website, the actual brokering charges imposed.

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**APPENDIX B**

** **

**COMPLIANCE PLAN FOR CLECO POWER LLC; CLECO MARKETING & TRADING LLC; CLECO EVANGELINE LLC; ACADIA POWER PARTNERS, LLC; PERRYVILLE ENERGY PARTNERS, L.L.C.; AND CLECO CORPORATION**

ThisCompliance Plan (Compliance Plan) responds to specific issues andrecommendations arising from a non-public, formal investigation conductedby the Federal Energy Regulatory Commission's (FERC or Commission) Division ofEnforcement, Office of Market Oversight and Investigations (OMOI).

ClecoPower LLC (Cleco Power); its power marketer affiliates, Cleco Marketing &Trading LLC; Cleco Evangeline LLC; Acadia Power Partners, LLC, and PerryvilleEnergy Partners, L.L.C. (collectively Cleco Power Marketer Affiliates);together with their affiliated service company, Cleco Support Group LLC, andtheir parent public utility holding corporation, Cleco Corporation(collectively Cleco *et al.*), shall implement this Compliance Plan,including its referenced internal policies and procedures for Cleco *et al.*,to resolve issues that have arisen regarding compliance with the FERC'sapplicable statutes, rules, and regulations (FERC Rules).

ThisCompliance Plan applies to Cleco *et al.* and to any successor companiesowned or controlled by Cleco Corporation.  This Compliance Plan shall becomeeffective (Effective Date) 30 days after the issuance date (Issuance Date) ofthe Commission's order approving the Stipulation and Consent Agreement inDocket No. IN03-1-000 (Agreement) and shall remain effective forthree years after the Issuance Date. This Compliance Plan is a part of theCommission's order approving the Agreement. OMOI agrees to promptly review anyinternal policies and procedures required in this Compliance Plan of Cleco *etal.* and required in this Compliance Plan to be submitted to OMOI for itsprior review and authorization; OMOI shall not unreasonably withhold approvalof such matters submitted for its consideration.

Cleco*et al.* may request that the Commission modify this Compliance Planduring its three-year term.  Nothing in this Compliance Plan relievesCleco *et al.* from complying with the FERC Rules now in effect and asthey may be amended.

Inthe event that the Commission revises its regulations so as to apply them toany affiliate of Cleco Power in addition to its affiliates that are currentlyCleco Power Marketer Affiliates, then Cleco *et al.* must implement thisCompliance Plan with respect to any affiliates covered by the revisedregulations on a prospective basis.  Cleco *et al.* may request a waiverso that any affiliates that would become covered by such revised regulationsshall not be covered under this Compliance Plan.

**I.          Commitment to FERC Regulatory Compliance**

Through implementation ofthis Compliance Plan, including the internal policies and procedures providedfor in this Compliance Plan, Cleco *et al.* commits to establishing andmaintaining the regulatory compliance training and regulatory risk controlsystems specified in this Compliance Plan for Cleco *et al.* to operate incompliance with FERC Rules.

**II.        Director,Regulatory Compliance**

1.         Cleco *et al.* shall designate anindividual whose title shall be "Director, Regulatory Compliance"(DRC).  The DRC shall be the contact for Commission Staff for Cleco *et al.*'sFERC compliance issues and shall be responsible for implementing thisCompliance Plan.

2.         The DRC, in addition to the foregoing andin addition to other responsibilities specified in Sections III through XII,below, shall be responsible for the following:

a.         Addressing internal and external FERC regulatorycompliance issues and coordinating with counsel and with the audit committeesof the Board of Directors of Cleco Corporation and the Board of Managers ofCleco Power, respectively.

b.         Maintaining a contemporaneous compliancelog reflecting compliance issues and their resolution.

c.         Overseeing all Open Access Same-timeInformation System (OASIS) compliance postings.

d.         Maintaining contemporaneous detailedwritten records documenting the implementation of this Compliance Plan.

**III.       Hotline**

Cleco*et al.* shall implement a "Hotline" telephone number soinfractions, if any, of FERC Rules can be reported anonymously to the DRC. Cleco *et al.* may combine this Hotline with its Ethics Helpline. Within30 days after the end of each calendar quarter, the DRC shall provide a reportto OMOI, describing the content and resolution of any calls to the Hotlineduring that that quarter that raised issues relating to the FERC Rules.  Cleco *etal.* also shall post on its Intranet FERC's Hotline telephone number.

**IV         Training**

1.         Cleco *et al.* shall develop a writtenpolicy for FERC regulatory compliance training of "Electric-RelatedEmployees" and "Support Services Personnel" that statesmeasurable goals for compliance and specific consequences for non-compliance.

Theterm "Electric-Related Employees" means all employees andofficers of Cleco Power and Cleco Power Marketer Affiliates, and any Cleco *etal.* employees who provide services related to operating the transmissionsystem, ensuring transmission reliability, and contracting, scheduling orbilling for electric transmission, wholesale sales, or wholesale purchases. Theterm "Support Services Personnel" means Cleco *et al.* employeeswho provide Information Technology (IT), accounting, contract administration, billing,software development, or legal services related to the transmission ormarketing of electricity.  The training policy shall state that Cleco *et al.*commits to reinforce to such employees the importance of full and unequivocalcompliance with FERC Rules and to that end shall require annual FERC regulatorycompliance training of an introductory, updating, and refresher nature, asappropriate. The policy shall also state appropriate disciplinary measures foremployees who violate the policy.

2.         Cleco *et al.* shall submit thetraining policy and its implementing procedures to OMOI within 45 days of theEffective Date.

3.         Cleco *et al.* shall notify Electric-RelatedEmployees and Support Services Personnel of the FERC regulatory compliancetraining policy and procedures after OMOI has approved such policy andprocedures.

4.         TheDRC shall be responsible for the following:

a.         Making recommendations to Cleco *et al.*'sHuman Resources Department (HR Department) regarding disciplinary measures foremployees involved in violations, if any, of FERC Rules.

b.         Obtaining, from Cleco *et al.*'s HRDepartment, a list of all Electric-Related Employees and Support ServicesPersonnel.

c.         Notifying all Electric-RelatedEmployees and Support Services Personnel of the time and place for FERCregulatory compliance training of an introductory, updating, or refreshernature, as appropriate, that shall be held every 12 months beginning no laterthan November 1, 2003, and each 12-month period thereafter.

d.         Providing an electronic or hard-copyof the written policy and procedures for FERC regulatory compliance training toeach Electric-Related Employee and Support Services Personnel when theemployee is notified of the time and place for such training.

e.         Developing electronic procedures for thetracking and verification of attendance and creating material to be used duringthe FERC regulatory compliance training.

a.          Including in thetraining package information describing a "Hotline" (see SectionIII., above) through which Cleco's, *et al.* employees can anonymouslyreport violations, if any, of FERC Rules.

g.         Submitting training materials to OMOI forapproval 30 days prior to training.

h.         Maintaining all certifications ofattendance and materials used in the FERC regulatory compliance training.

i.          No later than the end of each year,comparing the certifications of attendance to the list of Electric-RelatedEmployees and Support Services Personnel to determine whether each suchemployee participated in the FERC regulatory compliance training.

j.          Notifying the HR Department of anyElectric-Related Employees or Support Services Personnel who did notparticipate in the FERC regulatory compliance training, so the training for theindividual may be rescheduled.

k.         In general, assuring that Cleco *et al.*'straining program provides adequate and effective training in the FERC Rules andthe importance of compliance with them.

5.         Cleco *et al.* may combine the FERCregulatory compliance training with other types of employee training and mayprovide training and training materials via e-mail or the Intranet withtesting, so as to ensure participation by persons who must receive training.

**V.        TransmissionFunctions**

1.         Circulation of bulletin on off-OASIScommunications. 

ClecoPower and Cleco Power Marketer Affiliates shall immediately circulate toElectric-Related Employees and Support Service Personnel a bulletininstructing such persons that:

a.         the FERC Order No. 889 Standards of Conductand Cleco Power's Standards of Conduct Procedures on file with the FERCprohibit, except in certain very limited emergency situations, Cleco Power'semployees engaged in transmission system operations, system reliabilityfunctions, or transmission service request processing functions from providingany transmission information to wholesale marketing personnel other than viaOASIS communications;

b.         wholesale marketing function employees willnot have access to, or attempt to elicit through off-OASIScommunications, any off-OASIS transmission information (includinginformation relating to pending transmission requests) from Cleco Power'stransmission function employees; and

c.         Support Services Personnel employees mustcomply with a strict "no-conduit" rule prohibiting them fromproviding or otherwise making available any transmission information towholesale marketing function personnel.

2.         Restriction of access to transmission areasat Cleco Power. 

Incompliance with the Standards of Conduct procedures, Cleco Power shall review facilitiesprocedures to ensure that (i) during normal business hours, no wholesalemarketing personnel will have unescorted access to the transmission areas inCleco Power's facilities; (ii) during non-business hours, access cardswill not enable wholesale marketing personnel to have access to thetransmission areas of Cleco Power's facilities; and (iii) that non-affiliatedpersons shall be treated in the same manner.

3.         Review and update of organizational charts.

ClecoPower shall review and update, to the extent necessary, the organizationalcharts posted pursuant to the Standards of Conduct to ensure they accuratelyreflect its current (i) organizational structure, (ii) supervisory personneland reporting line positions, and (iii) job descriptions.  Cleco Power shallreview all OASIS postings to ensure they accurately reflect the names and jobdescriptions of any wholesale marketing personnel who may have transferred toor from Cleco Power's transmission functions.

4.         Review of compliance certificates.  

Inconnection with the organizational review, Cleco Power shall ensure that theCleco Power Standards of Conduct procedures have been provided to, and relatedcompliance certificates annually have been executed by, all Electric-RelatedEmployees and Support Services Personnel, and that these actions have beentaken with respect to newly hired such employees within 60 days of their hiringdate.

**VI.       ComputerAccess By Computer System, Applications and Databases**

1.         Cleco *et al.* shall develop a writtenpolicy that prohibits access to Cleco Power transmission information and non-publicmarket information by Cleco Power Marketer Affiliate computer systems,applications, or databases. The policy shall state measurable goals andspecific consequences for non-compliance.  The policy shall state thatCleco *et al.* has zero tolerance for access to Cleco Power transmissioninformation and non-public market information by the Cleco Power MarketerAffiliates' systems applications or databases, except as permitted in 2.,below. The policy shall also state appropriate disciplinary measures foremployees who violate the policy.

2.         Cleco Power and the Cleco Power MarketerAffiliates shall develop written procedures for assuring the Cleco PowerMarketer Affiliates' computer systems, applications, or databases do not havepreferential access to Cleco Power's transmission information, as required bythe Standards of Conduct, as provided in 18 CFR Part 37, as amended from timeto time, or have access to non-public market information, as prohibitedby the Codes of Conduct, as provided in Cleco Power's and Cleco Power MarketerAffiliates' rate schedules on file with the Commission, as amended from time totime.  Cleco Power and the Cleco Power Marketer Affiliates shall submit theirpolicies and procedures to OMOI within 60 days of the Effective Date forapproval. The procedures shall identify the appropriate documentation to beavailable to the DRC to carry out responsibilities described herein.

3.         Cleco *et al.* shall notify allElectric-Related Employees of the policies and procedures after OMOI'sapproval of such policies and procedures.

4.         The DRC shall be responsible for thefollowing as they relate to transmission information, electric sale-for-resaleinformation, and related non-public market information:

a.         Developing and maintaining a list of allexisting databases that contain Cleco Power transmission information orconfidential non-public market information.

b.         Developing and maintaining, for ClecoPower, a list of all existing Cleco Power Marketer Affiliates' electric-relatedsoftware or database programs.

c.         Requesting and obtaining all electricrelated database or software installations or upgrades.

d.         Developing a form for requesting newelectric-related systems, applications, databases or software, as well asany upgrades to such systems, applications, data bases or software.

e.         Making the form available on Cleco *etal.*'s Intranet web site.

f.          Requiring that Cleco *et al.*'s ITDepartment submit all requests for new electric related software or databaseinstallations or upgrades electronically to the DRC.

a.          Reviewing anddocumenting data on the new installations or upgrades to understand theinformation that shall be integrated and to assess whether an installation orupgrade may compromise Cleco Power's transmission information or non-publicmarket information.

h.         Based on the information obtained about thenew installation or upgrade, documenting, as well as approving or disapproving,the installation or upgrade on the electronic form available from Cleco *etal.*'s Intranet web site.

i.          Submitting the approved electronic form tothe Cleco *et al.* IT Department employee who implements the installationor upgrade and instructing that employee to document the completion of theinstallation or upgrade on the form and then notifying the DRC.

j.          Reviewing and maintaining all records ofcomputer linkage requests, approvals, denials, set ups, cancellations, andchanges.

**VII.     ComputerAccess By Employees**

1.         Cleco *et al.* shall develop a writtenpolicy regarding employee computer access to any Cleco Power transmissioninformation and non-public market information. The policy shall statemeasurable goals and specific consequences for non-compliance.

Thepolicy shall state that Cleco *et al.* has zero tolerance for preferentialcomputer access to Cleco Power's transmission information and non-publicmarket information by Cleco Power Marketer Affiliate employees and forpreferential computer access to Cleco Power's transmission information by ClecoPower's wholesale marketing employees. The policy also shall state appropriatedisciplinary measures for employees who violate the policy.

2.         Inspection of computer firewalls forhardware and software security. 

Cleco*et al.*'s IT specialists shall review all applicable hardware andsoftware to ensure that the appropriate "firewalls" are in place andfunction such that:

a.         the Energy Management System informationavailable to wholesale marketing employees does not provide access to ClecoPower's transmission function data, including restricted data that, under ClecoPower's Standards of Conduct procedures on file with FERC, are limited strictlyto Cleco Power's transmission personnel;

b.         Cleco Power's transmission function'sAccounting, Contracts, and Energy Schedules ("ACES") is installedonly on the personal computers of transmission personnel and is passwordprotected, such that the information is not made available to wholesalemarketing function personnel; and 

c.         all other computer applications that mayprovide access to Cleco Power's transmission information are password protectedand cannot be accessed by wholesale marketing function personnel in accordancewith the Standards of Conduct procedures Cleco Power has on file with FERC.

3.         Cleco *et al.* shall submit allcomputer access policies and implementing procedures to OMOI within 60 days ofthe Effective Date for approval.

4.         Cleco *et al.* shall notify allElectric-Related Employees of the computer access policies and proceduresafter OMOI has approved such policies and procedures.

5.         The DRC shall be responsible for thefollowing:

a.         Developing a list of all Cleco Power andCleco Power Marketer Affiliate computer systems and applications relating tothe transmission of electricity or that contain non-public marketinformation to which access shall be controlled.

b.         Reviewing use of the electronic form forrequesting new access or changes, suspensions, revocations, or deletions toaccess to these computer systems and applications.

c.         Making the form available on Cleco *etal.*'s Intranet web site.

d.         Requiring that all internal requestsrelating to access to any of these systems, databases or applications besubmitted electronically through  a formalized access control process andmaintained in a central repository for records, review and audit.  The DRCshall receive a list of all such requests on a monthly basis.

e.         Reviewing and documenting data from anysuch requesting employee, the employee's supervisor, and the HR Department todetermine the actual position the employee currently holds.

f.          Approving or disapproving computer accessvia the electronic form available from Cleco *et al.*'s Intranet web site.

g.         Submitting the electronic approved form tothe Cleco *et al.* IT Department employee who implements decisions aboutcomputer access and instructing that employee to implement the decision,document that action on Cleco *et al.*'s Intranet web site, and notifyingthe DRC.

h.         Retaining all records of computer accessrequests, approvals, denials, set ups, cancellations and changes, for threeyears following an employee's termination with Cleco *et al.*

i.          Receiving, within one business dayfollowing the effective date of an Electric-Related Employee's change ofposition, company, job title, or job duties, notification of the change fromCleco *et al.*'s HR Department.

j.          Ensuring, within two business daysfollowing the effective date of any such change, if appropriate, that theemployee's computer access is changed to reflect the change, its effective dateand that the employee's change of duties is reflected in Cleco *et al.*'sorganization charts.

**VIII.    ITSecurity**

1.         Cleco *et al.* shall eliminate anylinks or preferential access of any Cleco Power Marketer Affiliate employee orof any wholesale marketing employee of Cleco Power via computer systems,software, or databases to Cleco Power's transmission information or of anyCleco Power Marketer Affiliate employee to Cleco Power's non-public marketinformation, as provided in VI. and VII., above.

2.         Cleco *et al.* shall implement asecurity architecture that shall provide a common means of managing, enforcingand auditing access to servers, folders, files, etc., across a list of non-mainframeplatforms ranging from AIX, UNIX, Windows, and the like.  This implementationshould be completed by December 31, 2003.

3.         Within 45 days after the Effective Date,Cleco *et al.* shall submit to OMOI procedures requiring promptnotification to the DRC of any violations of a computer access policy.

4.         Within 45 days after the Effective Date,Cleco *et al.* shall develop and implement policies and technicalstandards that comply with industry standards, and shall document the policiesfor reporting to auditors and Cleco *et al.*'s executive management.

**IX.       QuarterlyReports**

1.         Cleco *et al.* shall develop a writtenpolicy for assuring the accuracy and timeliness of Cleco Power's and the ClecoPower Marketer Affiliates' Electric Quarterly Reports (Reports), withmeasurable goals and specific consequences for non-compliance.

Thepolicy shall state that Cleco *et al.* shall require semi-annualreviews of Reports filed with the Commission.  The policy also shall stateappropriate disciplinary measures for employees who violate the policy.

2.         Cleco *et al.* shall submit thereporting policy and its implementing procedures to OMOI within 60 days afterthe Effective Date for approval.

3.         Cleco Power and Cleco Power MarketerAffiliates shall provide to OMOI a description of Cleco Power's and Cleco PowerMarketer Affiliates' procedures for ensuring the accuracy and timeliness of theReports. Cleco Power and Cleco Power Marketer Affiliates shall submit theirdescriptions of these procedures within 60 days of the Effective Date.  Theseprocedures shall become effective 30 days after their approval by OMOI.

4.         Cleco *et al.* shall notify allElectric-Related Employees involved in the Reports of the reportingpolicy and procedures for the Reports after OMOI approval of such policies andprocedures.

5.         Cleco *et al.* shall develop writtenprocedures for conducting reviews of Reports and submit these procedures toOMOI within 60 days after the Issuance Date for approval. These proceduresshall become effective 30 days after their approval by OMOI.

6.         The DRC shall be responsible for thefollowing:

a.         Reviewing Cleco Power's and Cleco PowerMarketer Affiliates' Reports for compliance with the Commission's regulations.

b.         Documenting and resolving compliance issuesin the Reports.

c.         Correcting any inaccurate Reports anddocumenting that the corrections were made within 45 days after the end of thepertinent reporting period.

**X.        DocumentRetention**

1.         Cleco Power and Cleco Power MarketerAffiliates shall develop a written policy for assuring the retention of alldocuments necessary to document transmission and electric sale-for-resaletransactions by them.

Thepolicy shall state that Cleco Power and Cleco Power Marketer Affiliates shallretain all contracts, including amendments and agreements and memorandaessential to clarifying or explaining provisions of contracts, includingrequests for transmission service (approved and denied) (herein collectivelyreferred to as "transmission-related documents") in aspecifically determined retention area.  The policy shall state that thosecontract files that are active shall be maintained separately from files forthose contracts that are terminated.  The policy shall state that Cleco Power'sand Cleco Power Marketer Affiliates' employees shall file all electrictransmission and electric sale-for-resale related documents, in thecontract file if a contract is confected, or in a separate file if the contractis denied, withdrawn, or the like.  The policy shall state that customers shallsubmit OASIS requests for transmission service and written requests forelectric sale-for-resale arrangements, and that Cleco Poweremployees taking oral requests for electric sale-for-resalearrangements shall document in writing each such discussion and contractactivities. The policy also shall state appropriate disciplinary measures foremployees who violate the policy.

2.         Cleco *et al.* shall submit thedocument retention policy and its implementing procedures, including writtenprocedures to ensure complete and accurate documentation of all requests forelectric transmission and electric sale-for-resale, whetherapproved, denied, or partially approved, and shall submit these policies andprocedures to OMOI within 60 days of the Effective Date for approval.

3.         The DRC shall be responsible for thefollowing:

a.         Developing for Cleco Power an internaltransmission request form and a "note to the file" form, including anOASIS request protocol, in order to document every request for transmission andother document required to be retained under the policy, whether approved,partially approved, or denied.

b.         Developing a filing system that shall fileactive contracts separately from terminated contracts or those requests thatwere never developed into contracts.

c.         Developing a system, consistent with OASISrequirements, by which all forms, notes, memoranda, and the like, are filedwith the original contract or with the denied transmission request within 5business days after the discussion (oral or written) to which the documentrelates.

d.         Submitting all transmission or sale-for-resalerelated documents to a designated Contract Administrator and instructing theContract Administrator to date-stamp them.

e.         Developing a mandatory training segment onthis requirement that is included in Cleco *et al.*'s FERC regulatorycompliance training.

4.         Cleco *et al.* shall develop a writtenprocedure for ensuring that it has copies, electronic or "hard-copy,"of all transmission and sale-for-resale contracts that are ineffect as of the Issuance Date. Cleco *et al.* shall submit theseprocedures to OMOI within 60 days of the Effective Date for approval.  Theseprocedures shall be effective 30 days after receipt of OMOI's approval.

XI.       Organization Charts

1.         Cleco *et al.* shall develop a writtenpolicy for assuring that Cleco *et al.*'s corporate and employeeorganization charts are posted on Cleco *et al.*'s Intranet and Internetwebsites accurately. The policy shall contain measurable goals and specificconsequences for non-compliance.

Thepolicy shall state that Cleco *et al.* shall require the corporate andemployee organization charts on its websites to be updated as required in theFERC Codes of Conduct governing Cleco *et al.*

2.         Cleco *et al.* shall submit the organizationcharts policy and its implementing procedures to OMOI within 60 days after theEffective Date for approval.

3.         The DRC shall be responsible for thefollowing:

a.         Developing a notice of change of corporatestructure form to be posted on Cleco *et al.*'s Intranet web site.

b.         Developing a notice of change of employeestatus form to be posted on Cleco *et al.*'s Intranet web site.

c.         Requiring the Corporate Secretary of ClecoCorporation to notify the DRC of a change in corporate structure within onebusiness day after the effective date of a change.

d.         Requiring Cleco *et al.*'s HRDepartment to notify the DRC of a change of employee status within one businessday after the effective date of the change.

e.         Changing Cleco *et al.*'s website postingsafter a material change in corporate structure or employee status occurs, asrequired in this Compliance Plan.

f.          On a quarterly basis, requesting acomplete corporate structure listing from Cleco Corporation's CorporateSecretary.

g.         On a quarterly basis, requesting a completeemployee listing from Cleco *et al.*'s HR Department.

h.         On a quarterly basis, determining if theCleco *et al.* website's corporate structure and employee postings areaccurate by comparing them to the listings obtained from Cleco Corporation'sCorporate Secretary and Cleco *et al.*'s HR Department.

i.          Identifying conspicuously, as corrected orlate, any organizational change website postings that require correction orposting.

j.          Submitting, on a quarterly basis, a reportto OMOI describing any problems noted and the corrective actions, if necessary,taken.

k.         Maintaining all documents related to theforegoing work.

XII.      Auditing

Cleco*et al.* shall develop written procedures for independent externalauditing of Cleco et al's. compliance with this Compliance Plan, with theresults and conclusions of the independent auditor, along with Cleco et al's. actionsin response, reported promptly to OMOI.  Such audits shall be performedannually, beginning with the first anniversary of the Effective Date of theCompliance Plan.  These procedures shall be submitted to OMOI within 60 days ofthe Effective Date for approval.

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