EXHIBIT
10(g)(12)
 
 401(k)
Plan
 Page 1 of
5
 CLECO
POWER LLC
 401(k)
SAVINGS AND INVESTMENT PLAN
 (As
Amended and Restated Effective October 1, 2005)
 
 AMENDMENT
NUMBER 4
 
 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 comply with the final regulations issued by the
Internal Revenue Service under Section 415 of the Internal Revenue
Code.
 
 NOW, THEREFORE, the Plan is
amended effective January 1, 2008 as follows:
 
 
 1.           Section
5.5 (a)(iv) is deleted in its entirety and replaced with the
following:
 
 If the
Annual Addition is exceeded for any Participant, the Plan may only correct such
excess in accordance with the methods set forth in the Employee Plans Compliance
Resolution System, Rev. Proc. 2008-50, or any superseding guidance.
 
 2.            Section
5.5(b) is deleted in its entirety and replaced with the following:
 
 (b)           Aggregation and
Disaggregation of Plans.
 
 (For
purposes of applying the limitations of Code Section 415, all defined
contribution plans (without regard to whether a plan has been terminated) ever
maintained by the Employer, a “predecessor employer,” or a Related Company,
under which the Participant receives Annual Additions are treated as one defined
contribution plan.  The "Employer" means the Employer that adopts this
Plan and all Related Companies, except that for purposes of this Section, the
determination shall be made by applying Code Section 415(h), and shall take into
account tax-exempt organizations under Regulation Section 1.414(c)-5, as
modified by Regulation Section 1.415(a)-1(f)(1). For purposes of this
Section:
    
  401(k)
Plan
 Page 2 of
5
    (1)         A
former Employer is a "predecessor employer" with respect to a Participant in a
Plan maintained by an Employer if the Employer maintains a Plan under which the
Participant had accrued a benefit while performing services for the former
Employer, but only if that benefit is provided under the Plan maintained by the
Employer. For this purpose, the formerly affiliated plan rules in Regulation
Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer
constituted a single employer under the rules described in Regulation Section
1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and
as if they constituted two, unrelated employers under the rules described in
Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of
affiliation) and cessation of affiliation was the event that gives rise to the
predecessor employer relationship, such as a transfer of benefits or plan
sponsorship.
 
 (2)         With
respect to an Employer of a Participant, a former entity that antedates the
Employer is a "predecessor employer" with respect to the Participant if, under
the facts and circumstances, the Employer constitutes a continuation of all or a
portion of the trade or business of the former entity.
 
 For
purposes of aggregating plans for Code Section 415, a "formerly affiliated plan"
of an employer is taken into account for purposes of applying the Code Section
415 limitations to the Employer, but the formerly affiliated plan is treated as
if it had terminated immediately prior to the "cessation of affiliation." For
purposes of this paragraph, a "formerly affiliated plan" of an employer is a
plan that, immediately prior to the cessation of affiliation, was actually
maintained by one or more of the entities that constitute the employer (as
determined under the employer affiliation rules described in Regulation Section
1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation,
is not actually maintained by any of the entities that constitute the employer
(as determined under the employer affiliation rules described in Regulation
Section 1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a "cessation
of affiliation" means the event that causes an entity to no longer be aggregated
with one or more other entities as a single employer under the employer
affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such
as the sale of a subsidiary outside a controlled group), or that causes a plan
to not actually be maintained by any of the entities that constitute the
employer under the employer affiliation rules of Regulation Section
1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a
controlled group).
  
  401(k)
Plan
 Page 3 of
5
 Two or
more defined contribution plans that are not required to be aggregated pursuant
to Code Section 415(f) and the Regulations thereunder as of the first day of a
Limitation Year do not fail to satisfy the requirements of Code Section 415 with
respect to a Participant for the Limitation Year merely because they are
aggregated later in that Limitation Year, provided that no Annual Additions are
credited to the Participant's Account after the date on which the plans are
required to be aggregated.
 
 3.            The
definition of “Annual Addition” in Section 5.5(c)(ii) of the Plan
is  amended to add the following:
 
 Annual
Addition shall not include (i) a Rollover Contribution, (ii) a direct transfer
of a benefit or Employee contribution from a qualified plan to this Plan, (iii)
a repayment of a loan made to a Participant from the Plan, (iv) a repayment of
an amount described in Code Section 411(a)(7)(B) in accordance with Code Section
411(a)(7)(C) and Code Section 411(a)(3)(D), as well as Employee restorations
of  benefits that are required pursuant to such repayments, or (v) a
restorative payment.  A restorative payment is a payment made to
restore losses to the Plan resulting from actions by a fiduciary for which there
is reasonable risk of liability for breach of a fiduciary duty under ERISA or
under other applicable federal or state law, where Participants who are
similarly situated are treated similarly with respect to the payments.
Generally, a payment is a restorative payment only if the payments are made in
order to restore some or all of the Plan's losses due to an action (or a failure
to act) that creates a reasonable risk of liability for such a breach of
fiduciary duty (other than a breach of fiduciary duty arising from failure to
remit contributions to the Plan). This includes a payment to the Plan made
pursuant to a Department of Labor order, the Department of Labor's Voluntary
Fiduciary Correction Program, or a court-approved settlement, to restore losses
on account of the breach of fiduciary duty (other than a breach of fiduciary
duty arising from failure to remit contributions to the Plan). Payments made to
the Plan to make up for losses due merely to market fluctuations and other
payments that are not made on account of a reasonable risk of liability for
breach of a fiduciary duty under ERISA are not restorative payments and
generally constitute contributions that are considered Annual
Additions.
  401(k)
Plan
 Page 4 of
5
 
 4.            The
definition of “Limitation Year” in Section 5.5(c)(iv) is amended to add the
following:
 
 The
Limitation Year may only be changed by Plan amendment.  If the Plan is
terminated effective as of a date other than the last day of the Plan’s
Limitation Year, the Plan is treated as if the Plan had been amended to change
its Limitation Year.
 
 5.            The
definition of “Compensation” in Section 5.5(c)(vi) of the Plan is amended to add
the following:
 
 For
Limitation Years beginning on and after January 1, 2008, Compensation for a
Limitation Year also shall include Compensation paid by the later of 2 1⁄2 months
after a Participant’s severance from employment with the Employer or the end of
the Limitation Year that includes the date of the Participant’s severance from
employment with the Employer, if:
  (i)
              the
      payment is regular compensation for services during the Participant’s
      regular working hours, or compensation for services outside the
      Participant’s regular working hours (such as overtime or shift
      differential), commissions, bonuses, or other similar payments, and,
      absent a severance from employment, the payments would have been paid to
      the Participant while the Participant continued in employment with the
      Employer;
  (ii)
              the
      payment is for unused accrued bona fide sick, vacation or other leave that
      the Participant would have been able to use if employment had continued;
      or
  (iii)
              the
      payment is received by the Participant pursuant to a nonqualified unfunded
      deferred compensation plan and would have been paid at the same time if
      employment had continued, but only to the extent includible in gross
      income.
  Any
payments not described above shall not be considered Compensation if paid after
severance from employment, even if they are paid by the later of 21⁄2 months after
the date of severance from employment or the end of the Limitation Year that
includes the date of severance from employment, except, (1) payments to an
individual who does not currently perform services for the employer by reason of
qualified military service (within the meaning of Code Section 414(u)(1))
to the extent these payments do not exceed the amounts the individual would have
received if the individual had continued to perform services for the employer
rather than entering qualified military service, or (2) compensation paid to a
   401(k)
Plan
 Page 5
of 5
    Participant
who is permanently and totally disabled, as defined in Code
Section 22(e)(3), provided that salary continuation applies to all
Participants who are permanently and totally disabled for a fixed or
determinable period, or the Participant was not a Highly Compensated Employee
immediately before becoming disabled.
 
 
 IN WITNESS WHEREOF, Cleco
Power LLC has executed this amendment this 5th
day of December 2008.
 
 
 CLECO
      POWER LLCBy:         /s/  R.
      Russell
      DavisRussell
    DavisVice President, Chief
      AccountingOfficer & Interim
      CFO