Exhibit
      10(h)(8)













**CLECO
      POWER LLC**


**401(k)
      SAVINGS AND INVESTMENT PLAN**


**(As
      Amended and Restated Effective October 1, 2005)**





**AMENDMENT
      NUMBER 1**





**WHEREAS,** Central
      Louisiana Electric Company, Inc. (now known as Cleco Power LLC), originally
      adopted the Central Louisiana Electric Company 401(k) Savings and Investment
      Plan, effective as of January 1, 1985, which plan is now known as the Cleco
      Power LLC 401(k) Savings and Investment Plan (the "Plan"); 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 (a) clarify the record date (Cleco
      Corporation common stock) to be used as the cut-off date by which plan
      participants must make their election to change the distribution of their
      current dividend payments; (b) extend the initial election period for the
      February 2006 dividend payment; (c) allow for Hurricane Katrina distributions
      made from August 29, 2005 through March 31, 2006; and (d) allow for the
      repayment of such distributions as rollover contributions to the
      Plan.





**NOW,
      THEREFORE,** the Plan
      hereby is amended in the following respects:





**1.**  **Dividend
      Payment Choice Changes.** Effective
      as of January 1, 2006, the second to last paragraph of Plan Section 8.1(d)
      is
      amended to read as follows:





The
      Committee will allow Participants to make or change their dividend payment
      choices at least annually. A Participant's dividend payment choice will continue
      to apply to future dividends until the Participant changes his choice. The
      entity the Committee designates must receive a Participant's initial dividend
      payment choice or request for a change in the Participant's dividend payment
      choice on or before the record date for Cleco Corporation common stock for
      any
      given dividend payment in order for the request to be effective for that
      dividend. However, if the record date for a dividend fell in February 2006,
      the
      entity the Committee designates must receive a Participant's initial dividend
      payment choice or request for a change in the Participant's dividend payment
      choice on or before March 24, 2006, in order for the request to be effective
      for
      that dividend. A Participant will be deemed to have chosen option (1) above
      if
      the Participant has no dividend payment designation in place on the record
      date
      with respect to a dividend. For Participants who choose option (2) above, the
      distribution will be paid to the Plan and the Plan will distribute the dividend
      to the Participant.

















**2.**  **Hurricane
      Katrina Distributions.** Effective
      August 28, 2005, a new Section 7.4A is added to the Plan to read as
      follows.





7.4A  Hurricane
      Katrina Distributions :





(a)  Distributions .
      Notwithstanding the foregoing, the Plan shall permit a Participant whose
      principal place of abode on August 28, 2005, was located in the Hurricane
      Katrina Disaster Area and who sustained an economic loss by reason of Hurricane
      Katrina to take a " **Hurricane
      Katrina Distribution** "
      on or
      after August 29, 2005, and before March 31, 2006. Hurricane Katrina
      Distributions shall be limited to $100,000 in the aggregate (regardless of
      whether received in one or more taxable years) and may be taken from any Account
      of the Participant other than the Participant's Employer Matching Contribution
      Account. The term " **Hurricane
      Katrina Disaster Area** "
      means
      the area with respect to which the President declared a major disaster before
      September 14, 2005 under Section 401 of the Robert T. Stafford Disaster Relief
      and Emergency Assistance Act by reason of Hurricane Katrina.





(b)  Recontributions . **** At
      any
      time during the three years beginning on the day after the date the Participant
      received a Hurricane Katrina Distribution, the Participant may contribute to
      the
      Plan all or part of such Hurricane Katrina Distribution. Any such recontribution
      shall be treated as a timely Rollover Contribution pursuant to Plan Section
      5.3(e).








**IN
      WITNESS WHEREOF,** Cleco
      Power LLC has executed this amendment this 18 th day of December, 2006.





**CLECO
      POWER LLC**








By: /s/  Kathleen
      F.
      Nolen


Kathleen
      F. Nolen


Senior
      Vice President and
      CFO