EXHIBIT
10(n)(5)
  CLECO
CORPORATION
 DEFERRED
COMPENSATION PLAN
 Amendment
 (Code
Section 409A Compliance)
 
 Whereas,Cleco Corporation, a
corporation organized and existing under the laws of the State of Louisiana (the
“Company”), maintains the Cleco Corporation Deferred Compensation Plan, which
plan was first effective as of August 1, 2000 (the “Plan”);
 
 Whereas,such Plan constitutes
a “deferred compensation” arrangement within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended, and must now be amended to comply
with the provisions thereof;
 
 Now, Therefore, the Plan shall
be amended effective as of January 1, 2009 or such other date or dates as may be
provided below.
 
 1.         Definitions:
 
 1.1           Section
2.1 of the Plan shall be amended and restated in its entirety as
follows:
 
 “2.1          AccountsorAccountmeans the aggregate
of a Participant’s Deferred Benefit Account, Directors’ Predecessor Account
and/or Nesbitt Deferred Benefit Account, as the case may be; the term Prior Plan Balancemeans the
balance of a Participant’s Account determined as of December 31, 2004, as
adjusted for earnings, gains or losses thereafter in accordance with Article VI
hereof; the term Current
Balance means the portion of any such Account attributable to deferrals
and other contributions made after December 31, 2004, as adjusted for earnings,
gains or losses thereafter in accordance with Article VI hereof.
 
 1.2           Section
2.4 of the Plan shall be amended and restated in its entirety as
follows:
 
 “2.4          Benefit Commencement Date
means the date on which a Participant’s Retirement Benefit is first eligible for
distribution hereunder.  Such date shall be designated by each
Participant and shall be no earlier than a Participant’s Separation Date and no
later than the last day of the calendar year in which a Participant attains age
75.  Any designation hereunder shall be made in accordance with the
provisions of Article VII hereof and shall be subject to modification as
provided therein.”
 
 1.3           The
first sentence of Section 2.12 of the Plan shall be restated as
follows:
 
 “2.12        Compensation shall mean base
salary paid by the Company or an Affiliate to a Participant for services
rendered during a calendar year, but only for complete payroll periods ending
and paid within such year, which amount shall be determined before reduction for
compensation deferred pursuant to this Plan or any other plan of deferred
compensation maintained by the Company or an Affiliate, including any such plan
maintained in accordance with Code Section 401(k) or 125.”
 
 1.4           Section
2.15 of the Plan shall be amended and restated to read in its entirety as
follows:
 
 “2.15        The
term “Disability” shall
mean that a Participant, by reason of a medically determinable physical or
mental impairment that can be expected to result in death or last for a
continuous period of not less than 12 months, (a) has been receiving income
replacement benefits
   
  for
a period of not less than three months under a separate long-term disability
plan or policy maintained by the Company or an Affiliate, or (b) is unable to
engage in any substantial gainful employment.”
 
 1.5           Section
2.19 of the Plan shall be amended and restated to read in its entirety as
follows:
 
 “2.19        Financial Hardship shall mean
that a Participant has suffered a severe financial hardship as a result of (a)
an illness or accident of the Participant, the Participant’s spouse, the
Participant’s beneficiary, or the Participant’s dependent, (b) the loss of
property due to casualty that is not covered by insurance, or (c) the occurrence
of similar, extraordinary and unforeseeable circumstances arising as a result of
an event beyond the Participant’s control.”
 
 1.6           Section
2.21 of the Plan shall be amended and restated in its entirety:
 
 “2.21        Participant means an executive
officer, manager, or other officer or key employee of the Company or an
Affiliate or an Eligible Director for whom an Account is maintained
hereunder.  A New
Participantis a Participant first designated as such on or after January
1, 2005.  A Continuing Participantis a
Participant who is credited with a Prior Plan Balance as of January 1, 2005 and
is not in pay status as of such date.”
 
 1.7           Section
2.28 shall be added to the Plan to read in its entirety as follows:
 
 “2.28        Retirement Benefit shall mean
a benefit, other than a Short Term Deferral, payable in accordance with Article
VII hereof.”
 
 1.8           Section
2.29 shall be added to the Plan to read in its entirety as follows:
 
 “2.29        Compliance
Definitions.The following terms shall have the meanings
ascribed to them herein:
 
 a.
              Specified Employee shall
      be determined in accordance with Code Section 409A and shall generally
      mean that a Participant is a ‘key employee’ of the Company or an Affiliate
      within the meaning of Code Section 416(i), (ii) or (iii), but determined
      without regard to paragraph (i)(5) thereof, as of his or her Separation
      Date. A Participant who satisfies such requirement as of a December 31st
      shall be considered a Specified Employee hereunder during the 12-month
      period commencing on the immediately following April
  1st.
  b.
              Separation Dateshall
      mean the later of the date on which (a) a Participant’s employment with
      the Company and its Affiliates ceases, or (b) the Company and such
      Participant reasonably anticipate that the Participant will perform no
      further services for the Company and its Affiliates, whether as a common
      law employee or independent contractor.  Notwithstanding the
      foregoing, a Participant may be deemed to incur a Separation Date if he or
      she continues to provide services to the Company or an Affiliate, provided
      such services are not more than 20% of the average level of services
      performed by such Participant, whether as an employee or independent
      contractor, during the immediately preceding 36-month
    period.
  c.
              Prior Planmeans this
      Plan as in effect October 4, 2004.
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  2.         Deferrals:
 
 2.1       The
following Section 4.1d shall be added to the Plan to read in its entirety as
follows:
 
 “d.
              As
      to any Bonus that is ‘performance based compensation’ within the meaning
      of Code Section 409A, the Committee may permit the deferral of such amount
      not later than the last day of the seventh calendar month preceding the
      end of the performance cycle with respect to which such Bonus is
      payable.”
 
 2.2       The
text of Section 4.2 of the Plan shall be deleted and such section marked
“Reserved.”
 
 2.3       The
last sentence of Section 4.3a of the Plan shall be amended and restated as
follows:
 
 “a.
              Any
      such election shall be irrevocable and shall be received and accepted by
      the Committee not later than (i) the first day of the service or
      performance period during which such designated option shall be vested, or
      (ii) if such designated option may be deemed performance based
      compensation within the meaning of Code Section 409A, the last day of the
      seventh calendar month preceding the end of the performance cycle
      applicable to such option.”
 
 2.4       Section
4.4 of the Plan shall be amended to exclude the Short Term Deferral of any Bonus
thereunder.
 
 3.         Distribution
of Retirement Benefits:
 
 3.1       The
text of Section 7.4 of the Plan shall be deleted and the following shall be
substituted:
 
 “7.4      New Participants.Each New Participant
shall execute a Schedule A designating, with respect to any Retirement Benefit
payable hereunder, (a) his or her Benefit Commencement Date, (b) the form
in which such benefit shall be paid, and (c) whether his or her Account shall be
distributed in the event of a Change in Control or Business Transaction, as
follows:
 
 a.
              Such
      schedule shall first be completed and delivered to the Committee within
      the time determined under Section 4.1a
hereof;
 
 b.
              Prior
      to the earlier of December 31, 2008, or his or her Benefit Commencement
      Date, a New Participant may amend his or her Schedule A by designating,
      subject to any limitations imposed under Code Section 409A, (x) a new
      Benefit Commencement Date, which may precede his or her Separation Date,
      (y) a new form of payment, and/or (z) whether his or her Account shall be
      distributed on account of a Change in Control or Business
      Transaction;
 
 c.
              After
      December 31, 2008, such Participant may modify his or her designation of a
      Benefit Commencement Date or form of payment in accordance with Section
      7.5 hereof; any designation with respect to a Change in Control or
      Business Transaction shall be irrevocable;
and
 
 d.
              If
      a New Participant fails to timely complete and deliver to the Company his
      or her Schedule A, he or she shall be deemed to have (x) designated his or
      her Separation Date as his or her Benefit Commencement Date, (y) elected
      distribution in the form of five
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  substantially
      equal installment payments, and (z) elected not to receive benefits on
      account of a Change in Control or Business
  Transaction.
 Unless
the Committee otherwise provides, a New Participant shall execute only one
Schedule A with respect to his or her Retirement Benefit.”
 
 3.2       Section
7.5 of the Plan shall be amended and restated to read in its entirety as
follows:
 
 “7.5      Modification of Schedule
A.  After December 31, 2008, a Participant shall be entitled to
modify his or her Benefit Commencement Date or form of payment with respect to
his or her Current Balance on Schedule A hereto or such other form as may be
acceptable to the Committee, provided that any such modification:
 
 a.
              Shall
      be given effect 12 months after the date on which it is received and
      accepted by the Committee or its
designee;
 
 b.
              Shall
      operate to postpone the Participant’s Benefit Commencement Date for a
      period of not less than five years, measured from the Benefit Commencement
      Date in effect immediately prior to such modification;
  and
 
 c.
              Shall
      be made not less than 12 months prior to the date on which such
      Participant’s Retirement Benefits are otherwise scheduled to be paid
      hereunder.
 
 For
purposes of this Section 7.5, a series of installment payments shall be treated
as a single payment made on a Participant’s Benefit Commencement
Date.
 
 As
to any Prior Plan Balance, a Continuing Participant shall be entitled to modify
his or her Schedule A or similar elective document at the time or times
permitted and subject to any further limitations imposed under the Prior
Plan.”
 
 3.3        The
following section 7.8 shall be added to the Plan to read in its entirety as
follows:
 
 “7.8       Continuing
Participants.Notwithstanding any provision of the Plan to the
contrary, as to the Account of a Participant who is credited with a Prior Plan
Balance as of January 1, 2005 and is not in pay status as of such date (a
“Continuing Participant”):
 
 a.
              The
      portion of such Participant’s Retirement Benefit consisting of his or her
      Prior Plan Balance shall be distributed in accordance with the terms of
      the Prior Plan and any Schedule A executed or deemed made thereunder, as
      the same may be modified in accordance with Section 7.5
      hereof;
 
 b.
              The
      portion of such Participant’s Retirement Benefit consisting of his or her
      Current Balance, if any, shall be subject to the following special
      rules:
 
 i.
              Prior
      to the earlier of December 31, 2008, or his or her Benefit Commencement
      Date, such Continuing Participant may deliver to the Committee a Schedule
      A designating, subject to any limitations imposed under Code Section 409A,
      (x) his or her Benefit Commencement Date, which may precede his or her
      Separation Date, (y) the form in which such benefit shall be paid, and (z)
      whether distribution shall be made on account of a Change in Control or
      Business Transaction;
  -4-
 
 ii.
              After
      December 31, 2008, any designation as to the form of payment or Benefit
      Commencement Date shall be subject to modification as provided in Section
      7.5 hereof; any election with respect to a Change in Control or Business
      Transaction shall be irrevocable;
and
 
 iii.
              If
      such Continuing Participant fails to timely deliver a Schedule A as
      provided herein or has not previously completed as Schedule A as to his or
      her Current Balance, he or she shall be deemed to have (x) designated his
      or her Separation Date as his or her Benefit Commencement Date, (y)
      elected distribution in the form of five substantially equal installment
      payments, and (z) elected not to receive benefits on account of a Change
      in Control or Business
Transaction.”
 
 4.         Death
Benefits:
 
 4.1       Section
8.2 of the Plan shall be amended and restated as follows:
 
 “8.2      Participant’s Death Before Benefit
Commencement Date.If a Participant dies before his or her Benefit
Commencement Date, such Participant’s Prior Plan Balance, if any, shall be paid
in accordance with the terms of the Prior Plan, and his or her Current Balance
shall be paid in the form of a single sum as of the first business day of the
second calendar month following the Participant’s date of death.”
 
 4.2       The
text of Section 8.6 of the Plan shall be deleted and such section shall be
marked “Reserved.”
 
 5.        Other
Distributions and Payments:
 
 5.1       The
following sentence shall be added to Section 9.3 of the Plan to read in its
entirety as follows:
 
 “Notwithstanding
any provision of this Plan to the contrary, any amount payable to a Participant
hereunder shall be distributed in accordance with the terms of the Participant’s
Schedule A in effect as of his or her Separation Date, which shall be deemed
irrevocable as of such date.”
 
 5.2       The
second paragraph of Section 9.4 of the Plan shall be deleted and the second
sentence of the first paragraph of Section 9.4 of the Plan shall be restated to
read in its entirety as follows:
 
 “For
this purpose, the term ‘Adverse
Determination’ shall mean that, based upon Federal tax or revenue law, a
published or private ruling or similar announcement issued by the Internal
Revenue Service, a regulation issued by the Secretary of the Treasury, a
decision by a court of competent jurisdiction, a closing agreement made under
Section 7121 of the Code that is approved by the Internal Revenue Service and
involves such Participant or a determination of counsel, this plan has failed to
comply with Code Section 409A and, as a result, such Participant has or will
recognize income for Federal income tax purposes with respect to any amount that
is or will be payable under this Plan before it is otherwise to be paid
hereunder.”
 
 5.3       The
following provisions shall be added to Section 9.5 of the Plan, to read in their
entirety as follows:
 
 “Notwithstanding
any provision of this Plan to the contrary:
  -5-
 
 a.
              A
      Participant’s Prior Plan Balance shall be distributed upon the occurrence
      of a Change in Control or Business Transaction at the election of each
      Participant in accordance with and subject to the limitations of the Prior
      Plan; and
 
 b.
              A
      Participant’s Current Balance shall be distributed in the form of a
      single-sum, without diminution or reduction, if (i) as to a Change in
      Control, such Participant’s Separation Date occurs within the 60-days
      preceding or the 36-month period following a Change in Control, and (ii)
      in any event, such Participant has elected to receive a distribution on
      account of a Change in Control or Business Transaction on Schedule A
      hereto, which election shall be made at the time or times permitted under
      Article VII hereof.”
 
 5.4       The
following sentence shall be added to Section 9.6 of the Plan, to read in its
entirety as follows:
 
 “Notwithstanding
any provision of this Plan to the contrary, if a Participant becomes Disabled,
his or her Prior Plan Balance shall be distributed in accordance with the terms
of the Prior Plan, and his or her Current Balance shall be distributed in the
form of a single sum payment as of the first business day of the second calendar
month following his or her Disability.”
 
 6.         Other
Provisions:
 
 1.         The
last sentence of the first paragraph of Section 11.6 of the Plan shall be
deleted and the second paragraph of such section shall be deleted.
 
 2.         Section
12.1 of the Plan shall be amended and restated to read in its entirety as
follows:
 
 “12.1    Termination.  The
Board of Directors shall have the right, at any time, to terminate this Plan
and, in the event of any such termination, shall provide written notice of any
such action to each Participant hereunder.In the event of any such
termination:
 
 a.
              All
      deferrals and any Company Contributions hereunder shall
    cease;
 
 b.
              Each
      Participant shall be fully vested and nonforfeitable in his or her
      Accounts;
 
 c.
              Each
      Participant’s Prior Plan Balance shall be distributed in accordance with
      the terms of the Prior Plan; and
 
 d.
              Each
      Participant’s Current Balance shall be distributed in accordance with the
      provisions of his or her Schedule A hereto, which shall remain subject to
      modification in accordance with Section 7.5
  hereof.”
 
 3.
              The
      following Section 12.7 shall be added to the Plan to read in its entirety
      as follows:
 
 “12.7    Small Accounts.If
the value of a Participant’s Accounts is not more than the applicable limit
determined under Code Section 402(g) as of his or her Disability, death,
Separation Date or Benefit Commencement Date, as the case may be, then
notwithstanding any provision of the Plan to the contrary, the Committee shall
distribute such amount to the Participant in the form of an immediate single-sum
payment as of such date.”
 
 4.
              The
      following Section 12.8 shall be added to the Plan to read in its entirety
      as follows:
  -6-
  “12.8    Specified Employee
Delay.  Notwithstanding any provision of the Plan to the
contrary, if a Participant is a Specified Employee as of his or her Separation
Date, the commencement of any benefit or distribution attributable to his or her
Current Balance that is made on account of his or her separation from service
within the meaning of Code Section 409A, shall be delayed until the later of (a)
the first business day of the seventh whole calendar month following his or her
Separation Date, or (b) his or her Benefit Commencement Date.  In the
event of any delay hereunder, the first payment shall include, without liability
for interest or loss of investment opportunity thereon, the principal amount of
any benefits otherwise payable between the actual commencement of such benefits
and such Participant’s Benefit Commencement Date.”
 
 This Compliance Amendment was
approved by the Company’s Board of Directors on October 31, 2008, to be
effective as of the date or dates set forth herein.
 
 
 Cleco
      CorporationBy:      /s/ G. W.
      BausewineIts:       S.V.P., Corporate
      ServicesDate:   November 4,
      2008
  
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