**Exhibit
        10.2**
 
 401(k)
        Plan
 Attachment
        A
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        9
 
 
 **CLECO
        POWER LLC**
 **401(k)
        SAVINGS AND INVESTMENT PLAN**
 **(As
        Amended and Restated Effective October 1, 2005)**
 
 **AMENDMENT
        NUMBER 3**
 
 **WHEREAS,**
        Cleco Power LLC sponsors the Cleco Power LLC 401(k) Savings and Investment
        Plan
        (the "Plan"), which was originally established effective as of January 1,
        1985;
        and
 
 **WHEREAS,**
        the Plan most recently was amended and restated effective October 1, 2005;
        and
 
 **WHEREAS,**
        Cleco Power LLC desires to amend the Plan to provide enhanced benefits to
        participants who were hired or rehired on or after August 1, 2007 and who
        are
        not eligible for and will not accrue benefits under the Cleco Corporation
        Pension Plan.
 
 **NOW,
        THEREFORE,** the Plan is amended effective as of August 1, 2007, in the
        following respects:
 
 **1.**  **Contribution.**Section
        1.13 is amended to read as follows:
 
 1.13   
        Contribution:  Any amount contributed to the Trust Fund
        pursuant to the provisions of this Plan by the Employer or by a Participant
        from
        his Compensation, including ESOP Contributions, Employer Matching Contributions,
        Pre-Tax Basic Contributions, Pre-Tax Excess Contributions, and Non-Elective
        Contributions.
 
 
 **2.**  **Employment
        Commencement Date.**Article I is amended by adding new
        Section 1.19A to read as follows:
 
 1.19A  Employment
        Commencement Date:  the date on which the Employee first performs
        an Hour of Service (within the meaning of Section 1.28(a)) for the Employer
        or
        an Affiliate.
 
 
 **3.**  **Enhanced
        Participant.**Article I is amended by adding new Section
        1.19B to read as follows:
 
 
 
 
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 1.19B  Enhanced
        Participant:  A Participant whom the Employer classifies as
        having:
 
 (a)  commenced
        employment with the Employer on or after August 1, 2007, or
 
 (b)  again
        commenced employment with the Employer (i.e., a rehired Employee) on or after
        August 1, 2007.
 
 For
        this purpose, an individual does not commence employment with the Employer
        merely because the individual has received an offer of employment or has
        accepted that offer.
 
 
 **4.**  **Hour
        of Service.**Section 1.28 is amended by adding the following
        paragraph at the end of that section:
 
 If
        an Employee is absent from his employment with the Employer for any period
        because of (1) a pregnancy, (2) the birth of a child, (3) the placement of
        a
        child in connection with an adoption, or (4) the caring for a child during
        the
        period immediately following such birth or placement, such Employee will
        be
        credited with sufficient days of Service (not in excess of 91 days of Service
        in
        any Vesting Computation Period) so that a 1-Year Period of Severance does
        not
        occur in either the Vesting Computation Period in which such absence begins
        (if
        credit is required to preclude a 1-Year Period of Severance in such Vesting
        Computation Period) or in the immediately following Vesting Computation Period
        (if days of Service were not awarded in the preceding Vesting Computation
        Period).  For purposes of computing days of Service credited under
        this paragraph, an Employee shall be credited with (i) days of Service that
        would otherwise be credited to such Employee without regard to the absence,
        or
        (ii) one day of Service for each day of the absence.  The Plan
        Administrator, in its sole discretion, may require evidence that the absence
        is
        because of a reason enumerated in this paragraph and evidence as to the duration
        of the absence.
 
 
 **5.**  **Non-Elective
        Contribution.**Article I is amended by adding a new Section
        1.34A to read as follows:
 
 1.34A  Non-Elective
        Contribution:  Any amount the Employer contributes to the Trust
        Fund pursuant to Section 4.1(e).
 
 
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 **6.**  **1-Year
        Period of Severance.**Article I is amended by adding a new
        Section 1.34B to read as follows:
 
 1.34B  1-Year
        Period of Severance:  A 12-consecutive-month period beginning on
        the Employee's Severance from Service Date and ending on the first anniversary
        of the Employee's Severance from Service Date, provided during such
        12-consecutive-month period the Employee does not perform an Hour of Service
        (within the meaning of Section 1.28(a)) for an Employer or an
        Affiliate.
 
 
 **7.**  **Period
        of Service.**Article I is amended by adding a new Section
        1.35A to read as follows:
 
 1.35A  Period
        of Service:  A period of Service beginning on the Employee's
        Employment Commencement Date or Reemployment Commencement Date, whichever
        is
        applicable, and ending on the Employee's Severance from Service
        Date.
 
 (a)  An
        Employee is credited with the period of time during any absence from Service
        (other than for reason of a quit, retirement, discharge, or death) that is
        12
        months or less.
 
 (b)  If
        an Employee Severs from Service as a result of quit, discharge, or retirement
        and the Employee then performs an Hour of Service (within the meaning of
        Section
        1.28(a)) within 12 months of the Severance from Service Date, the Period
        of
        Severance will be taken into account in computing the Employee's Period of
        Service.
 
 (c)  If
        an Employee is absent from Service for any reason other than quit, discharge,
        retirement, or death and during the absence a quit, discharge, or retirement
        occurs, the Plan will take into account the period of time between the Severance
        from Service Date (i.e., the date of quit, discharge, or retirement) and
        the
        first anniversary of the date on which the Employee was first absent, if
        the
        Employee performs an Hour of Service (within the meaning of Section 1.28(a))
        within 12 months of the Severance from Service Date.
 
 An
        Employee whose Employment Commencement Date was before August 1, 2007 will
        be
        credited with service in a manner consistent with 26 C.F.R.
§1.410(a)-7(f)(1)(i).
 
 
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 **8.**  **Period
        of Severance.**Article I is amended by adding a new Section
        1.35B to read as follows:
 
 1.35B  Period
        of Severance:  The period of time beginning on the Severance from
        Service Date and ending on the date on which the Employee again performs
        an Hour
        of Service (within the meaning of Section 1.28(a)) for an Employer or an
        Affiliate.
 
 
 **9.**  **Reemployment
        Commencement Date.**Article I is amended by adding a new
        Section 1.39A to read as follows:
 
 1.39A  Reemployment
        Commencement Date:  The first date following a period of Severance
        from Service that is not required to be taken into account under the service
        spanning rules in Section 1.35A(a) to (c), on which the Employee performs
        an
        Hour of Service (within the meaning of Section 1.28(a)) for the Employer
        or an
        Affiliate.
 
 
 **10.**  **Severance
        from Service.**Article I is amended by adding a new Section
        1.44A to read as follows:
 
 1.44A  Severance
        from Service, Severs from Service, and the Severance from Service
        Date:  The earlier of:
 
 (a)  The
        date on which an Employee quits, retires, is discharged or dies; or
 
 (b)  The
        first anniversary of the first date of a period in which an Employee remains
        absent from Service (with or without pay) with the Employer for any reason
        other
        than quit, retirement, discharge, or death, such as vacation, holiday, sickness,
        disability, leave of absence, or layoff.
 
 
 **11.**  **Vested
        Percentage.**Article I is amended by adding new Section 1.50A
        to read as follows:
 
 
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 1.50A  Vested
        Percentage:  The percentage determined based on the Participant's
        years of Vesting Service according to the following schedule:
 
 **Years
                  of Vesting Service**
              **Vested
                  Percentage**Less
                  than 1
              0%1
              0%2
              20%3
              40%4
              60%5
              80%6
                  or more
              100%
 
 
 **12.**  **Vested
        Computation Period.**Section 1.51 is amended to read as
        follows:
 
 1.51     Vesting
        Computation Period:  Before August 1, 2007, the Vesting
        Computation Period was the twelve (12) consecutive month period beginning
        January 1 and ending the following December 31.  Effective August 1,
        2007, the Vesting Computation Period is the one year period beginning on
        the
        date the Employee initially was credited with an Hour of Service and
        anniversaries of that date.  An Employee will receive two years of
        Vesting Service if the Employee earns a year of Vesting Service in the 2007
        Plan
        Year based on the rules in effect before August 1, 2007, and a year of Vesting
        Service during the year that began on the date within the 2007 Plan Year
        on
        which the Employee initially was credited with an Hour of Service or
        anniversaries of that date based on the rules effective August 1,
        2007.
 
 
 **13.**  **Vesting
        Service.**Section 3.6 is amended to read as
        follows:
 
 3.6       Vesting
        Service:  Before August 1, 2007, a Participant was credited with
        one (1) and only one (1) year of Vesting Service for each Vesting Computation
        Period in which such Participant completed at least 1,000 Hours of Service
        for
        an Employer or an Affiliate. A Participant was not credited with a year of
        Vesting Service with respect to a Vesting Computation Period if the Participant
        completed fewer than 1,000 Hours of Service for the Employer or an Affiliate
        during such Vesting Computation Period.  Effective August 1, 2007, an
        Employee is credited with a number of years of Vesting Service equal to at
        least
        the number of whole years of the Employee's Period of Service, whether or
        not
        such Periods of Service were completed consecutively.  To determine
        the number of whole years of an Employee's Period of Service, non-successive
        Periods of Service are aggregated.  Less than
 
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 whole
        year Periods of Service (whether or not consecutive) are aggregated on the
        basis
        that 365 days of Service equal a whole year of Vesting Service.
 
 
 **14.**  **Break
        in Service.**Section 3.7 is amended to replace "Vesting
        Computation Period" with "Plan Year" each place "Vesting Computation Period"
        appears.
 
 
 **15.**  **Vesting
        on Reemployment.**  Section 3.8(b) is deleted and replaced with
        the following:
 
 (b)  Vesting:  The
        rules in this Section 3.8(b) apply in addition to the service spanning rules
        in
        Section 1.35A(a) to (c).  If a Participant had a prior Severance from
        Employment *with* entitlement to a distribution under any provision of
        Article VI from any of his Accounts, any Vesting Service attributable to
        his
        prior period of employment shall be reinstated as of his Reemployment
        Commencement Date and his Accounts shall be restored, less any distributions
        therefrom to the Participant.  If a Participant had a prior Severance
        from Employment *without* entitlement to a distribution under Article VI
        from any of his Accounts, any Vesting Service attributable to his prior period
        of employment shall be reinstated as of his Reemployment Commencement Date,
        and
        his Accounts shall be restored.
 
 
 **16.**  **Contributions
        to Fund Match.**  The *first* sentence of Section 4.1(b)
        is deleted and replaced with the following:
 
 (b)   Additional
        Contributions to Fund Match.  The Employer may also make Employer
        Matching Contributions to Participants' ESOP Accounts (subject to adjustments
        for forfeitures and limitations on annual additions as specified elsewhere
        in
        the Plan) in cash and/or in the form of Company Stock.
 
 (i)  Amount.  The
        Employer in its sole discretion shall determine the amount of such Employer
        Matching Contributions for any particular Plan Year or time period within
        a Plan
        Year.  The Employer may in its discretion choose to make Employer
        Matching Contributions only for Enhanced Participants, only for Participants
        other than Enhanced Participants, or for both in the same or in different
        amounts.  For each such Plan Year or time period within a Plan Year,
        the Employer shall designate how much of its contribution
 
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 is
        for Enhanced Participants and how much is for Participants other than Enhanced
        Participants.
 
 (ii)  Time.  The
        Employer shall make each contribution pursuant to Section 4.1(b)(i) to the
        Trust
        Fund at such time as the Employer determines.  The Employer may make
        contributions for Enhanced Participants at different times than for Participants
        other than Enhanced Participants.  The Employer may make more than one
        contribution for the same time period.
 
 (iii)           Allocation.  Such
        Employer Matching Contributions shall be allocated in the manner specified
        in
        Section 5.3(c).
 
 
 **17.**  **Non-Elective
        Contributions.**  Section 4.1 is amended to add a new
        subsection (e) to read as follows:
 
 (e)  Non-Elective
        Contributions:  The Employer may also make Non-Elective
        Contributions to Enhanced Participants' ESOP Accounts (subject to adjustments
        for forfeitures and limitations on annual additions as specified elsewhere
        in
        the Plan) in cash and/or in the form of Company Stock.  For any
        particular Plan Year or time period with a Plan Year, the Employer in its
        sole
        discretion shall determine the amount of such Non-Elective
        Contributions.  The Employer shall make such contribution to the Trust
        Fund for any particular Plan Year or time period with a Plan Year at such
        time
        as the Employer determines.  The Employer may make more than one
        contribution for the same time period.  Such Non-Elective
        Contributions shall be allocated in the manner specified in Section
        5.3(c).
 
 
 **18.**  **Allocation
        to Accounts.**Section 5.3(c) is amended to read as
        follows:
 
 (c)  Allocation:  The
        amount credited under Section 5.3(b)(i) and (iii) and any cash and/or Company
        Stock the Employer contributes pursuant to Section 4.1(b) for the Plan Year
        or
        time period within the Plan Year in question shall be allocated separately
        to
        Enhanced Participants and to Participants other than Enhanced Participants
        based
        on how the Employer designated such contribution pursuant to Section
        4.1(b).  Such contributions shall be allocated to each Participant
        within the group in question in the ratio that such Participant's Pre-Tax
        Basic
        Contribution for the Plan Year or time period within the Plan Year in question
        bears to the total Pre-Tax Basic
 
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 Contributions
        of all Participants in the group in question for the Plan Year or time period
        within the Plan Year in question in an amount not to exceed:
 
 (i)  662⁄3%
        of the total of the Pre-Tax Basic Contributions of each Participant other
        than
        an Enhanced Participant for the Plan Year or time period within the Plan
        Year in
        question, and
 
 (ii)  100%
        of the total of each Enhanced Participant's Pre-Tax Basic Contributions for
        the
        Plan Year or time period within the Plan Year in question.
 
 Any
        amount the Employer contributes pursuant to Section 4.1(e) and any amount
        not
        allocated pursuant to the preceding sentence for the Plan Year or time period
        within the Plan Year in question shall be allocated to each Enhanced Participant
        who is both (1) employed by the Employer or an Affiliate on the last day
        of the
        Plan Year for which the contribution was made, and (2) credited with a year
        of
        Vesting Service for the Plan Year for which the contribution was
        made.  Such contribution shall be allocated among each such Enhanced
        Participant in the proportion that such Enhanced Participant's Compensation
        for
        the Plan Year or time period within the Plan Year in question bears to the
        Compensation of all such Enhanced Participants for the Plan Year or time
        period
        within the Plan Year in question.  It is contemplated that, from time
        to time, a tentative allocation from the Stock Suspense Account may be made
        over
        the course of the Plan Year; however, the final allocation from the Stock
        Suspense Account shall take place only on the Annual Valuation
        Date.  No Participant shall be entitled to claim any right, title or
        interest in amounts tentatively allocated from the Stock Suspense Account
        until
        the final allocation has taken place.
 
 
 **19.**  **Termination.**Section
        6.1 is amended to read as follows:
 
 6.1       Termination
        of Service:  If any Participant Severs from Service for any reason
        other than disability, Retirement on or after Retirement Date, or death,
        such
        Participant shall, subject to the further provisions of the Plan, be entitled
        to
        receive:
 
 (a)  100%
        of the value in his Pre-Tax Contribution Account, After-Tax Contribution
        Account, Rollover Account, Employer Matching Contribution Account, and ESOP
        Account (other than the portion of the Participant's ESOP Account that is
        attributable to Non-Elective Contributions), and
 
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 (b)  The
        Participant's Vested Percentage of the value in his ESOP Account that is
        attributable to Non-Elective Contributions.
 
 The
        non-vested balance of a Participant's Accounts shall be forfeited on the
        earlier
        of:
 
 (i)   The
        distribution of the entire vested benefit of the Participant, or
 
 (ii)  The
        last day of the Plan Year in which the Participant incurs five consecutive
        1-Year Periods of Severance.
 
 For
        purposes of paragraph (i) above, if a Participant has a Severance from
        Employment and his vested benefit under the Plan is zero, such Participant
        shall
        be deemed to have received a distribution of his vested benefit under the
        Plan
        on his incurring a 1-Year Period of Severance.
 
 
 **20.**  **Loans.**The
        *first* sentence of****Section 7.5 is amended to read
        as follows:
 
 7.5       Loans:  Any
        Participant who is a "party in interest" (as defined in Section 3(14) of
        ERISA)
        (hereinafter "Borrower") may make application to the Committee (according
        to
        administrative procedures the Committee establishes) to borrow from his Accounts
        (other than the portion of his ESOP Account that is attributable to Non-Elective
        Contributions), and the Committee in its sole discretion may permit such
        a
        loan.
 
 
 **IN
        WITNESS WHEREOF,** Cleco Power LLC has executed this amendment this
8th day
        of  October
        2007.
 
 **CLECO
        POWER
        LLC**
 
 
 By:  /s/  Kathleen
        F.
        Nolen
 Kathleen
        F.
        Nolen
 Senior Vice President, CFO & Treasurer