exhibit103.htm


    
      

      

    

    
      EXHIBIT
10.3


      Exhibit
A

      401(k)
Plan

      Amendment
Number 5

      and
Plan of Merger

      Page 1
of 3

       

      CLECO
POWER LLC

                                                   
401(k) SAVINGS AND INVESTMENT PLAN

      (As
Amended and Restated Effective October 1, 2005)

       

      Amendment
Number 5 and

      Plan
of Merger with

       

      Cleco
Energy LLC 401(k) Savings and Investment Plan

       

      WHEREAS,
following the termination of all employees of Cleco Energy LLC ("Cleco
Energy"),
Cleco Energy terminated future contributions to the Cleco Energy LLC
401(k) Savings and Investment Plan (the "Cleco
Energy Plan") effective as of May 1, 2007; and

       

      WHEREAS,
no Cleco Energy Plan participant is employed by Cleco Energy and no Cleco
Energy Plan participant is considered to be employed by Cleco Energy under
Internal Revenue Code Sections 414(b), (c), (m), or (n); and

       

      WHEREAS,
not all Cleco Energy Plan participants have taken a distribution of their
account balances under the Cleco Energy Plan; and

       

      WHEREAS,
Pursuant to Section 10.7 of the Cleco Energy Plan, Cleco Energy desires
to merge the remaining assets of the Cleco Energy Plan into the Cleco Power LLC
401(k) Savings and Investment Plan (the "Cleco
Power Plan"), which is sponsored by Cleco Power LLC ("Cleco
Power");

       

      NOW
THEREFORE BE IT KNOWN THAT, Cleco Power and Cleco Energy hereby adopt the
following amendment to the Cleco Power Plan and the Cleco Energy
Plan.

       

      
        	
                1.  

              	
                Amendment.
      The provisions of this Amendment Number 5 and Plan of Merger ("Plan
      of
      Merger") shall form a part of the Cleco Power Plan and shall be
      effective as of the date set forth below. Except as provided otherwise
      herein, capitalized terms shall have the meaning assigned to them in the
      Cleco Power Plan.

              


      

       

      
        	
                2.  

              	
                Plan
      Document Restatement. Except as expressly provided in this Plan of
      Merger, the Cleco Energy Plan is amended and restated, in its entirety,
      effective as of 12:00 a.m. March 1, 2009, in the form of the Cleco Power
      Plan.

              


      

       

      
        	
                      
      3.

              	
                Merger.
      Effective as of 12:00 a.m. March 1, 2009 (the "Merger
      Date"), the Cleco Energy Plan shall be merged into and form a part
      of the Cleco Power Plan, subject to the terms and conditions of this Plan
      of Merger. The Cleco Power Plan shall assume liability for the account
      balances of the Cleco Energy Plan
participants.

              


      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Exhibit
      A

                      401(k)
      Plan

                      Amendment
      Number 5

                      and
      Plan of Merger

                      Page 2 of
      3

                    


            

            


          

        

      

      
        	
                 4.

              	
                Merged Interest. The
      term "Merged Interest"
      means the amount allocated to a Participant as of the Merger Date
      under the Cleco Energy Plan. Such Merged Interest shall be determined
      without regard to any vesting schedule imposed under the Cleco Energy Plan
      (participants in the Cleco Energy Plan were at all times 100% vested in
      their Cleco Energy Plan benefits). The term "Merged Interest" shall be
      deemed to include any income, gains or losses allocated, from time to
      time, according to the provisions of the Cleco Energy Plan and this Plan
      of Merger. With respect to the merger, the following conditions will
      apply:

              


      

       

      
        	
                a.  

              	
                The
      sum of the account balances in each plan shall equal the fair market value
      (determined as of the Merger Date) of the entire Cleco Power Plan assets
      after the merger.

              


      

       

      
        	
                b.  

              	
                The
      assets of each plan shall be combined to form the assets of the Cleco
      Power Plan as merged.

              


      

       

      
        	
                 
      

              	
                 c.

              	
                Immediately
      after the merger, each Participant in the Cleco Power Plan as merged shall
      have an account balance equal to the sum of the account balances the
      Participant had in the plans immediately before the
  merger.

              


      

       

      
        	
                 5.

              	
                Investment of Merged Interest.
      As soon as practicable after the Merger Date, the Merged Interest
      of each Participant shall be invested according to the instructions of
      each Participant or as otherwise set forth in the Cleco Power Plan.
      Notwithstanding the preceding sentence, the Merged Interest of any
      Participant or group of Participants may be held for a reasonable period
      in cash, cash equivalent investments, or other investments intended to
      preserve principal, without liability for loss of investment earnings. Any
      income or loss accruing hereunder shall be allocated to the affected
      Merged Interest or group of interests or applied to the payment of the
      fees and expenses of the Cleco Energy Plan in an equitable manner. Such
      allocation need not be consistent with the terms of the Cleco Power Plan
      otherwise governing allocations.

              


      

       

      
        	
                 6.

              	
                Counterparts. This Plan
      of Merger may be executed in several counterparts, each of which shall be
      deemed an original, but all of which shall constitute one and the same
      instrument, which may be evidenced by any one
  counterpart.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Exhibit
      A

                      401(k)
      Plan

                      Amendment
      Number 5

                      and
      Plan of Merger

                      Page 3 of
      3

                    


            

            


          

        

      

       

      IN WITNESS WHEREOF, this
instrument has been executed by duly authorized officers of Cleco Power and
Cleco Energy.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Witnesses:

                                  	
                                    Cleco
      Power LLC

                                  
	 
      	 
      
	
                                    /s/  Shelly
      Malone                     

                                  	
                                    By:  /s/  G.W.
      Bausewine                               

                                  
	 
      	
                                    Its:  Senior Vice President
      – Corp. Services

                                  
	
                                    /s/  Sallee
      Roberts                     

                                  	
                                    Date:  2/24/09                                                   

                                  
	 
      	 
      
	
                                    Witnesses:

                                  	
                                    Cleco
      Energy LLC

                                  
	 
      	 
      
	
                                    /s/  Linda V.
      Smith                   

                                  	
                                    By:  /s/  Darren
      Olagues                                

                                  
	 
      	
                                    Its:  President
      and Chief Executive Officer  

                                  
	
                                    /s/ Jill M.
      Kelone                      

                                  	
                                    Date:  2/23/09