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**EXHIBIT 10(e)(1)(c)**

 

 

 

 

 

CLECO UTILITY GROUP INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST

 

 

 

 

 

 

 

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**CLECO UTILITY GROUP INC.**SUPPLEMENTAL EXECUTIVE RETIREMENT TRUSTTABLE OF CONTENTS 

|                                                                                                                                       | Page   |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ARTICLE  I - DEFINITIONS                                                                                                                   | 1      |
|                                                                                                                                       |   |
| ARTICLE  II - STATUS OF TRUST                                                                                                              | 2      |
|              Title                                                                  | 2      |
|              Status of Trust                                                        | 2      |
|              Relationship to Plan                                                   | 2      |
|                                                                                                                                       |   |
| ARTICLE  III - ESTABLISHMENT OF TRUST                                                                                                      | 2      |
|              Initial Contribution                                                   | 2      |
|              Additional Contributions                                               | 2      |
|                                                                                                                                       |   |
| ARTICLE  IV - INVESTMENT POWERS OF TRUSTEE                                                                                                 | 3      |
|              Investment as Single Fund                                              | 3      |
|              Investment Powers                                                      | 3      |
|              Investment in Insurance                                                | 4      |
|              Related Party Investments                                              | 4      |
|              Nominee                                                                | 4      |
|              Liability for Investment Decisions                                     | 4      |
|                                                                                                                                       |   |
| ARTICLE  V - DUTIES OF TRUSTEE                                                                                                             | 4      |
|              Reports                                                                | 4      |
|              Tax Reporting                                                          | 5      |
|              Consultants, Advisors and Other Experts                                | 5      |
|              Expenses                                                               | 5      |
|              Gains from Other Business                                              | 5      |
|              Instructions                                                           | 5      |
|              Plan Administration                                                    | 5      |
|                                                                                                                                       |   |
| ARTICLE  VI - PAYMENTS AND DISTRIBUTIONS                                                                                                   | 6      |
|              Payments to Participants and Beneficiaries                             | 6      |
|              Insufficiency of Trust Assets; Payments by the Company or an Affiliate | 6      |
|              Distributions to the Company or an Affiliate                           | 6      |
|              Taxes                                                                  | 6      |

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| ARTICLE  VII - INSOLVENCY OF COMPANY                                                                                 | 7      |
|----------------------------------------------------------------------------------------------------------------------|--------|
|              Determination of Insolvency                      | 7      |
|              Cessation of Payments                            | 7      |
|              Resumption of Payments                           | 7      |
|              Separate Application to Company and Affiliates   | 8      |
|                                                                                                                 |   |
| ARTICLE  VIII - CHANGE IN CONTROL                                                                                    | 8      |
|              Determination of Change in Control               | 8      |
|              Additional Required Contribution                 | 8      |
|              Determination of Required Funding Amount         | 8      |
|              Claims for Benefits                              | 9      |
|                                                                                                                 |   |
| ARTICLE  IX - STATUS OF TRUST ASSETS                                                                                 | 9      |
|              General Assets of the Company and its Affiliates | 9      |
|              Prohibition Against Assignment                   | 9      |
|                                                                                                                 |   |
| ARTICLE  X - RESIGNATION OR REMOVAL                                                                                  | 9      |
|              Resignation or Removal                           | 9      |
|              Successor Trustee                                | 9      |
|              Transfer of Assets                               | 10     |
|                                                                                                                 |   |
| ARTICLE  XI - AMENDMENT AND TERMINATION                                                                              | 10     |
|              Amendment; Trust Irrevocable                     | 10     |
|              Termination                                      | 10     |
|                                                                                                                 |   |
| ARTICLE  XII - MISCELLANEOUS                                                                                         | 10     |
|              Severability                                     | 10     |
|              Governing Law                                    | 10     |
|              Hold Harmless                                    | 10     |
|              Notices                                          | 11     |
|              Fees and Expenses                                | 11     |
|              Dispute Resolution                               | 11     |
|              Delegation                                       | 11     |

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**CLECO UTILITY GROUP INC.SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST**

**THIS TRUSTAGREEMENT (**this**"Trust Agreement")**is made and enteredinto by Cleco Utility Group Inc., a corporationorganized and existing under the laws of the State of Louisiana (the **"Company"),**and Bank One Trust Company, N.A. of Columbus, Ohio, a national bankingassociation organized under the laws of the United States, with its principalplace of business at Columbus, Ohio (the "Trustee");

**WHEREAS,**theCompany maintains the Cleco Corporation SupplementalExecutive Retirement Plan, which plan is intended to benefit key executives andofficers of the Company and its Affiliates (as defined below) and is a type ofunfunded, nonqualified deferred compensation arrangement for purposes of theEmployee Retirement Income Security Act of 1974, as amended **("ERISA"); **

**WHEREAS**,the Company and its Affiliates have incurred or will incur certain benefitobligations under the Plan;

**WHEREAS,**the Company andits Affiliates now desire to establish a trust in order to accumulate the fundsnecessary to satisfy such benefit obligations;

**NOW, THEREFORE,**theCompany (acting on its behalf and on behalf of its Affiliates) and the Trusteeagree to create and administer a trust, subject to the terms and conditions setforth below.

**ARTICLE IDEFINITIONS**

                          1.1      **Affiliate**means any corporation or otherform of entity which is a member of a controlled group of corporations or otherentities with the Company, determined from time to time, within the meaning ofCode Section 1563, without regard to the form of entity.

1.2      **Board**or**Board of Directors**means the Board of Directors of theCompany.

1.3       **Change in Control**means and shall be deemed to have occurred in accordancewith the definition of such term in the ClecoCorporation 2000 Long-Term Incentive Compensation Plan, as the same may beamended from time to time.

1.4      **Code**means the Internal Revenue Code of 1986, as amended.

1.5      **Committee**means the committee appointed under the Plan.

1.6      **Plan**means the Cleco Corporation SupplementalExecutive Retirement Plan, effective January 1, 1996, as the same has been andmay be further amended from time

1.7            **Trust**means the fund established and administered hereunder.

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1.8           **Other definitions.**Unless otherwise specified in this Trust Agreement,capitalized terms used herein shall have the meanings ascribed to them in thePlan.

**ARTICLE IISTATUS OF TRUST**

**                          **2.1**       Title.**This Trust shall beknown as the **Cleco Utility Group Inc.Supplemental Executive Retirement Trust**; this Trust shall be effective asof December 13, 2000.

                          2.2       **Status of Trust.**The Trust isintended to be a grantor trust (a) with respect to which the Company is deemedto be the grantor as defined in Subpart E, Part 1, Subchapter J, Chapter 1,Subtitle A of the Code as to the portion of the Trust deemed owned and/orcontributed by the Company, and (b) with respect to which an Affiliate isdeemed to be the grantor as to any portion of the Trust deemed owned orcontributed by such Affiliate. The Committee (or its designee) shall maintainrecords sufficient to establish the allocation of the Trust contemplated underthis Paragraph 2.2.

                          This Trust, together with the Plan, is intended to constitute an unfundeddeferred compensation arrangement for the benefit of a select group ofmanagement or highly compensated employees within the meaning of Title I ofERISA.

                          2.3       **Relationship to Plan.**Althoughthe purpose of this Trust is to permit the Company to accumulate amountsrequired to satisfy its obligation under the Plan, no Participant or otherperson claiming an interest in the Plan shall have a claim or other ownershipinterest, whether direct or indirect, in any asset comprising the Trust, exceptas an unsecured general creditor of the Company or an Affiliate. Theestablishment of this Trust shall not be deemed to create a fiduciaryrelationship between either the Company, including its Affiliates, or theTrustee and any Participant or other person.

**ARTICLE IIIESTABLISHMENT OF TRUST**

                          3.1 **Initial Contribution**. Upon the execution of this Trust Agreement,the Company shall deliver to the Trustee the initial principal contribution,which contribution shall consist of the assignment of those individual lifeinsurance policies set forth on Exhibit A hereto. Upon execution of this TrustAgreement, the Trustee shall be deemed to have accepted the Trust and agreed tohold the assets comprising the Trust subject to the terms and conditions ofthis Trust Agreement.

                          3.2 **Additional Contributions**. The Company and its Affiliates, in theirsole discretion, may contribute additional amounts to the Trust, from time totime. Neither the Trustee nor any Participant or beneficiary shall have theright to compel any such contribution.

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**ARTICLE IVINVESTMENT POWERS OF TRUSTEE**

**                          **4.1    **Investment as Single Fund**. Notwithstanding anyprovision of this Trust Agreement to the contrary, contributions by the Company(including its Affiliates), together with any accumulation, accrual, earningsor income, shall constitute a single fund to be held by the Trustee andinvested in accordance with the terms of this Trust; provided, however, thatthe Trustee shall establish one or more subtrusts orother segregated accounts or otherwise earmark investments as directed by theCommittee and specifically invest and administer such subtrust,account or investments in accordance with the instructions of the Committee.

                          4.2    **Investment Powers**. The Trustee shall serve as adirected trustee hereunder and shall possess the power and authority grantedunder the Louisiana Trust Code, but shall act in accordance with theinstructions of the Committee (or its designee). The Trustee shall invest andreinvest the assets comprising the Trust in such financial instruments,including stocks, bonds, mortgages and other evidence of indebtedness,insurance or other property, whether real or personal, as the Committee (or itsdesignee) directs; in connection with the exercise of such powers, the Trusteeshall have the power and authority to:

a.                    Vote any security held in the Trust in accorance withthe instructions of the Committee.

b.        Purchase any security from any individual or entity (including, without limitation,the Company or any shareholder of the Company) eitheron an established market or directly from such individual or entity, inaccordance with the instructions of the Committee;

c.        Exercise  any conversion privilege orsubscription right available in connection with any property held by the Trust;

d.        Transfer assets of the Trust to a successor trustee in accordance with thewritten instructions of the Committee; and

e.        Make, execute and deliver, as Trustee, any note, bond, guarantee, conveyance,contract, waiver, release or other instrument necessary or proper for theaccomplishment of the investment powers set forth in this Paragarph4.2

Notwithstanding the generality of the foregoing, if theCommittee directs the Trustee to create subtrusts,segregate accounts or otherwise earmark a portion of the Trust in accordancewith Paragraph 4.1 hereof for the benefit of the Company or a specificAffiliate, the power and authority granted hereunder shall be exercisedseparately in accordance with the instructions of the Committee with respect tosuch trust, account or investment.

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                          4.3    **Investment in Insurance**. In addition to the powerand authority granted to the Trustee in Paragraph 4.2 hereof, the Committee maydirect the Trustee to assume and/or acquire one or more insurance policies onthe life of any Participant or other person designated by the Committee.  The Trustee shall have no responsibility to review the policy or  the  creditworthiness of the issuer thereof atany time, or from time to time, or to determine the amount of premium to bepaid. The Trustee shall be the owner and beneficiary of any such policy, exceptthat the Trustee shall exercise the rights of ownership with respect to suchpolicy solely in accordance with the instructions of the Committee (or itsdesignee); such rights shall include, but not be limited to, the right to namea beneficiary other than the Trustee, to assign or liquidate the policy, toconvert the policy, or to borrow against the policy for any purpose. Premiumspayable with respect to any policy acquired hereunder shall be paid by theCompany (or its Affiliates) or by the Trustee in accordance with theinstructions of the Committee.

                          4.4    **Related Party Investments**. Notwithstanding anyprovision of this Trust Agreement to the contrary and  subject to theprovisions of Paragraph 4.2 hereof, the Trustee shall be entitled to hold allor any portion of the assets comprising the Trust in  any certificate ofdeposit or other form of interest-bearing account offered by the Trustee or anyof its banking affiliates, provided that the rate of interest available underany such account is at least as favorable as the rate of interest availablewith respect to similar accounts offered to the public, or any mutual fund(whether open-end or closed-end) sponsored by or affiliated with the Trustee.In addition, the Trustee may invest all or any portion of the assets comprisingthe Trust in common or preferred stock or any form of debt issued the Companyor any of its Affiliates.

                          4.5    **Nominee**.  The Trustee may register any  security or other property held by it in its ownname or in the name of its nominee, including the nominee of any system for thecentral handling of stock, with or without the addition of words indicatingthat such stock is held in a fiduciary capacity. The Trustee may hold anysecurity in bearer form. The books and records of the Trustee shall, at alltimes, show that all such investments are part of the Trust. Notwithstandingthe foregoing, the Trustee shall, at all times, remain responsible for the safecustody and disposition of the assets comprising the Trust.

                          4.6    Liability for Investment Decisions. The parties heretoacknowledge that the power and authority granted to the Trustee hereunder shallbe  exercised pursuant to the directions of theCommittee (or its designee), and that the Trustee shall have no right orobligation to review any such direction, to determine whether any suchdirection is consistent with the terms of this Trust Agreement, applicable lawor the Plan. The Trustee shall be fully protected for acting or failing to actin accordance with such directions.

**ARTICLE VDUTIES OF TRUSTEE**

                          5.1    Reports. The Trustee shall keep accurate and detailedrecords of all investments, receipts, disbursements and all other transactionsrequired to be made, including such specific  records as shall be agreed upon in writing between the Company and the Trustee.Within 90 days following the close of each calendar year and within 90 daysafter the removal or resignation

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of the Trustee, the Trustee shalldeliver to the Company a written account of its administration of the Trust forsuch year or shorter period. Any such accounting shall include all investments,receipts, disbursements and other transactions effected by it, including a descriptionof all securities and investments purchased and sold, and showing all cash,securities and other property held in the Trust.

                          5.2    **Tax Reporting**.  The Trustee shall file suchreturns and pay such taxes as may be required under applicable law or theCompany shall cause any such returns to be prepared and filed in a mannersatisfactory to the Trustee.

                          5.3    **Consultants, Advisors andOther Experts**. The Trustee may consult with legal counsel (who may also becounsel for the Company generally) with respect to any of its duties orobligations hereunder. The Trustee may hire agents, accountants, actuaries,investment advisors, financial consultants or other professionals to assist itin performing any of its duties or obligations hereunder.

                          5.4    **Expenses**.  The Company shall pay directly thefees and expenses incurred by the Trustee in connection with the administrationof this Trust. If the Company does not pay such expenses within 30 days ofreceipt of an invoice, the Trustee may charge such expenses against the Trustand is hereby granted a lien on the assets of the Trust for such payment.

                          5.5    **Gains from Other Business**. Notwithstanding anypowers granted to the Trustee pursuant to this Trust Agreement or applicablelaw, the Trustee shall not be deemed to possess any power that could give thisTrust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Code Section 7701 andTreas. Reg. §301.7701-2.

                          5.6    **Instructions**. All communications from the Company,the Committee (or any designee thereof) shall be in writing, signed by anofficer of the Company or by an individual authorized to act on behalf of theCompany, the Committee or its designee, as the case may be. Instructions mayalso be delivered by facsimile or such additional electro-mechanical means,including, without limitation, e-mail instructions, as may be agreed upon by theparties hereto. Instructions may be given as standing instructions.

                          The Trustee shall be fully protected in relying on any such communication, andthe Trustee shall not be required to verify the accuracy or validity of such communication,unless it has reasonable ground to doubt the authenticity of any signature. Ifthe Trustee does not receive instructions from the Company or the Committeeafter a request, the Trustee shall act or refrain from acting as it maydetermine to be appropriate or necessary.

                          5.7    **Plan Administration**.  Notwithstanding anyprovision of this Trust Agreement or the Plan to the contrary, the Trusteeshall have no duty or obligation to administer the Plan, including, without limitation,the duty to ensure that any direction given by the Committee (or a designee)hereunder is in accordance with the terms of the Plan.

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**ARTICLE VIPAYMENTS AND DISTRIBUTIONS**

                          6.1    **Payments to Participants and Beneficiaries**. Thedetermination of whether a Participant or beneficiary is entitled to benefitsunder the Plan shall be made in accordance  withthe terms of the Plan. Except as provided in Article V11 hereof, payments fromthe Trust by the Trustee shall be made to Participants and beneficiaries insuch manner, at such times, and in such amounts as the Committee shall direct.

                          Notwithstanding any provision of this Trust Agreement or the Plan to thecontrary, the Committee may determine that all or any portion of each paymentis attributable to the Company and/or an Affiliate and direct the Trustee tosatisfy such payment obligation by the liquidation and disbursement of anyinvestment, trust or account maintained exclusively for the Company and/or suchAffiliate hereunder.

                          6.2    **Insufficiency of Trust Assets; Payments by the Companyor an Affiliate**. In the event the assets of the Trust are not sufficient tosatisfy the Company's benefit obligations (or the separate benefit obligationsof an Affiliate) under the Plan, the Trustee  shall have no liability withrespect to the amount of any such insufficiency, and the Company (or theaffected Affiliate) shall remit the amount of any such insufficiency (a) to theTrustee at least 10 business days before any affected benefit becomes due andpayable, or (b) directly to any Participant or beneficiary from its generalassets as the affected benefit becomes due and payable. The Company  (or Affiliate), in its discretion, may pay directly to any Participant orbeneficiary the amount of any benefit due under the Plan, in lieu of payment bythe  Trustee hereunder. Notwithstanding any provision of the  Plan or this Trust Agreement to the contrary, any propertysegregated and maintained for the benefit of the Company shall be appliedsolely to satisfy the benefit obligations of the Company; any propertysegregated and maintained for the benefit of an Affiliate shall be applied tosatisfy the benefit obligations of such Affiliate.

                          6.3**    Distributions to the Company or an Affiliate**. Neither the Company, an Affiliate nor the Committee shallhave the right or power to direct the Trustee to return to the Company orAffiliate, as the case may be, all or any portion of the assets comprising theTrust before the Company's (or Affiliate's) obligation to pay benefits underthe Plan has been satisfied, in full. Upon such satisfaction, the Trustee shalldistribute to the Company or the affected Affiliate the excess assets, if any, then held in Trust.

                          6.4    **Taxes**.  Notwithstanding any provision of thePlan or  this Trust Agreement to the contrary,the Trustee shall, in accordance with the instructions of the Company or theCommittee, withhold and remit from any distribution the amount of any taxdetermined to be due and payable. The Committee shall furnish the Trustee withsuch information as may be reasonably required to compute and remit the amountof any such tax.

                          Notwithstanding any provision of this Trust Agreement to the contrary,provision for the payment of any tax required to be withheld may be made by (a)deduction from amounts otherwise  distributable to a Participant orbeneficiary hereunder, or (b) remittance by a Participant 

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to the Company or Trustee, as thecase may be, of such amounts as may be required to satisfy such liability.

**ARTICLE VIIINSOLVENCY OF COMPANY**

                          7.1    **Determination of Insolvency**. For purposes of thisArticle V111, the Company shall be deemed "**Insolvent**" or an"**Insolvency**" shall be deemed to have occurred if  (a)  the Company is unable to pay its debts asthey become due, or (b) the Company is subject to a pending proceeding as a debtorunder the United States Bankruptcy Code.

                          The Board of Directors and/or the Chief Executive Officer of the Company shallhave a duty to inform the Trustee, in writing, of the occurrence of theCompany's Insolvency. If any person claiming to be a creditor of the Companyalleges, in writing, to the Trustee that the Company has become Insolvent, theTrustee shall independently determine whether an Insolvency has occurred, andpending such determination, the Trustee shall discontinue payment of benefitsto Participants or their beneficiaries.

                          Unless the Trustee has actual knowledge of the Company's Insolvency, or hasreceived notice from the Company (as provided in Paragraph 12.4 hereof)  or  a person  claiming to be a creditoralleging that the Company is Insolvent, the Trustee shall have no duty toinquire. The Trustee may rely on such evidence concerning the Company'sInsolvency as may be furnished to Trustee and that provides the Trustee with areasonable basis for making a determination concerning the Company'sInsolvency. Trustee shall not be considered to have actual knowledge or to havereceived notice of the Company's Insolvency unless and until knowledge ornotice is received by:

a.        The individual, or his successor, last identified in writing by the Trustee asthe proper party to receive such notices;

b.        The individuals held out to the Company as being responsible for the day to dayadministration of this Trust Agreement; or

c.        The manager of the department in which the individuals described in Paragraph7.1b herein perform their duties with respect to this Trust Agreement.

                          7.2    **Cessation of Payments**. If, at any time, theTrustee determines that the Company is Insolvent, then notwithstanding anyprovision of this Trust Agreement to the contrary, the Trustee shall  immediately discontinue all payments toParticipants and beneficiaries and shall hold the assets then comprising theTrust for the benefit of the Company's general creditors.

                          7.3    **Resumption of Payments**. The Trustee shall resumethe payment of benefits from the Trust after the Trustee has determined thatthe Company is not Insolvent (or is no longerInsolvent). If the Trustee discontinues the payment of benefits from the Trustand subsequently resumes such payments, the first payment following suchdiscontinuance may include the aggregate 

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amount of all benefits ordistributions due for the period of such discontinuance, reduced by theaggregate amount of any benefits paid by the Company during such period.

                          7.4    **Separate Application to Company and Affiliates**.The provisions of this Article VIT shall apply separately to the Company andeach of its Affiliates, subject to the following rules:

a.        The Committee shall notify the Trustee as to whether any Affiliate isInsolvent.

b.        The Committee shall designate the portion of the Trust constituting the properaty of such Affiliate, taking into account theseparate allocation rules described in Paragraph 4.1 hereof, and the Trusteeshall apply the provisions of this Article VII solely with respect to suchproperty.

c.        The provisions of Paragraphs 7.2 and 7.3 hereof shall apply separately withrespect to the portion of any benefit separately allocable to the Company or anAffiliate, as the case may be.  The Committee shall make any suchallocation.

** ARTICLE VIIICHANGE IN CONTROL**

                          8.1    **Determination of Change in Control.** Thedetermination of whether a Change in Control has occurred shall be made inaccordance with the terms of the Cleco Corporation2000 Long-Term Incentive Compensation Plan. The Committee shall promptly informthe Trustee, in writing, of any such determination.

                          8.2    **Additional Required Contribution**. Upon theoccurrence of a Change in Control hereunder, the Company (and/or itsAffiliates) shall contribute to the Trust an amount which (when aggregated withthe assets then held in Trust) is equal to the Required Funding Amount. Suchcontribution shall be made as soon as practicable, but in no event later than30 business days following the occurrence of the Change in Control and withoutthe necessity of further approval or consent.

                          8.3    **Determination of Required Funding Amount**. The"Required Funding Amount" shall be determined as the sum of (a) thepresent value of the maximum benefits in which all Participants (and/or theirbeneficiaries) would be vested pursuant to the terms of the Plan as of the dateon which the Change in Control occurs (determined as if any vesting requiredupon a Change in Control occurred and taking into account any additionalbenefit accruals required on account of a Change in Control), plus (b) areasonable reserve for the expenses of the Trust (such estimate not to exceedI% of the present value of benefits under the Plan).

                          The Required Funding Amount shall be determined by Watson Wyatt Worldwide orsuch other independent actuary as the Committee may designate. The Trusteeshall be entitled to 

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rely upon the calculation of suchcontribution and shall have no responsibility to determine whether the amountof such contribution is consistent with the provisions of this Paragraph 8.3 orthe terms of the Plan.

                          8.4    **Claims for Benefits.** Upon the occurrence of aChange in Control, Participants (and their beneficiaries) shall have the rightto submit claims for benefits directly to the Trustee.  The Trustee shallnot be required to independently determine the validity or accuracy of any suchbenefit claims, but shall submit such claims to Watson Wyatt Worldwide or suchother independent  actuary that  determinedthe Required Funding Amount under Paragraph 8.3 and  the Trustee shallmake payments in accordance with the determinations made by such actuary.

**ARTICLE IXSTATUS OF TRUST ASSETS**

                          9.1    **General Assets of the Company andits Affiliates.** Notwithstanding any provision of this TrustAgreement to the contrary, the assets comprising the Trust shall, at all times,be assets of the Company and its Affiliates available to satisfy the obligationsof the Company's (and Affiliates') general creditors in the event of theCompany's or Affiliates' Insolvency.

                          9.2    **Prohibition AgainstAssignment**. No interest, expectancy, benefit, payment, claim or right of aParticipant (or any beneficiary), if any, in the assets comprising the Trustshall be subject in any manner (whether direct or indirect) to any claim,alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge,attachment, charge or encumbrance of any kind by such Participant (orbeneficiary). If any person shall attempt to take an action contrary to thisParagraph 9.2, such action shall be null and void and of no effect.

**ARTICLE XRESIGNATION OR REMOVAL**

                          10.1  **Resignation or Removal**. The Trustee may resign at any time by delivery to the Committee writtennotice of such resignation, which resignation shall not take effect less than60 days after receipt of such notice, unless such notice is waived by theCommittee.

                          The Committee shall have the right to remove the Trustee at any time, whetherwith or without cause, by delivering to the Trustee written notice of suchremoval, which removal shall not take effect less than 60 days after delivery,unless such notice is waived by the Trustee.

                          10.2  **Successor Trustee**. If theTrustee resigns or is removed, a successor trustee shall be appointed by theCommittee. If no such appointment has been made, the Trustee may apply to acourt of competent jurisdiction for appointment of a successor or forinstructions. Any successor trustee appointed hereunder shall be an independentbank or trust company organized under the laws of the United States or anyjurisdiction thereof or other independent party that is granted corporatetrustee powers under state law, having a combined capital and surplus of atleast $5,000,000,000.

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                          10.3  **Transfer of Assets**. Upon theeffective date of resignation or removal of the Trustee and appointment of asuccessor trustee, or such later date as the Committee shall agree to, allassets shall be transferred to the successor trustee, provided that prior todelivery and release of the Trust assets full payment has been made to theTrustee of all of its compensation, costs, expenses and other amounts duehereunder.

**ARTICLE XIAMENDMENT AND TERMINATION**

                          11.1  **Amendment; Trust Irrevocable**.Except as expressly set forth in this Trust Agreement, thisTrust shall be irrevocable. The Board of Directors shall possess theauthority to amend this Trust Agreement in the following circumstances: (a) asmay be reasonably required to appoint a successor trustee hereunder, (b) as maybe reasonably required in order to maintain this Trust as part of an unfundeddeferred compensation arrangement within the meaning of ERISA or the Code, or(c) as may be required to facilitate participation in this Trust by one or moreAffiliates of the Company.

                          11.2  **Termination**. This Trust shallterminate when its assets have been paid or distributed, in their entirety, inaccordance with the provisions of this Trust Agreement.

**ARTICLE XIIMISCELLANEOUS**

                          12.1  **Severability**. Any provision of this TrustAgreement prohibited by law shall be ineffective to the extent of any suchprohibition, without invalidating the remaining provisions hereof.

                          12.2  **Governing Law**. This TrustAgreement shall be governed by and construed in accordance with the laws of theState of Louisiana, without regard to conflicts of law provisions thereof

                          12.3  **Hold Harmless**. The Companyagrees to indemnify the Trustee and to hold the Trustee harmless from allliabilities and claims against the Trustee arising from the Trustee'sperformance of its duties in accordance with the terms of this Trust Agreement,unless such liability or expense results from a negligent act or omission ofthe Trustee, an act or omission performed in bad faith or an act or omissiontaken in contravention of the terms of this Trust Agreement or the directionsof the Company or the Committee, as the case may be.

                          The Trustee shall not be responsible or liable for any failure or delay in theperformance of its obligations under this Trust Agreement arising out of orcaused directly or indirectly by circumstances beyond its reasonable control,including, without limitation, acts of God, earthquakes, fires, floods, wars,civil or military disturbances, sabotage, epidemics, riots, interruptions, lossor malfunction of utilities or communications services, acts of civil ormilitary authority, or governmental actions.

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                          12.4  **Notices.** All notices andother communications under this Trust Agreement must be in writing and will bedeemed to have been duly given when (a) delivered by hand, (b) sent by telecopier to a telecopier numbergiven below, provided that a copy is sent by a nationally recognized overnightdelivery service (receipt requested), or (c) when received by the addressee, ifsent by a nationally recognized overnight delivery service (receipt requested),in each case as follows:

|   | If  to Trustee:                      | Bank  One Trust Company, N.A.  235 West Schrock Road  Westerville, OH 43081  Attention: Technical Support Unit  telecopier: (614) 244-6585 |
|--------|--------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|
|   | if  to the Company  or an Affiliate: | Cleco Utility Group Inc.  2030 Donahue Ferry Road  Pineville, LA 71360  Attention: Chief Executive Officer  telecopier: (318) 484-7777     |

or to such other addresses as aparty may designate by notice to the other party.

                          12.5  **Fees and Expenses**. In theevent of any dispute, controversy or claim with respect to obligations of theCompany or the Trustee in connection with this Trust Agreement, includingdisputes resolved pursuant to Paragraph 12.6, the parties hereby agree that,subject to Paragraph 12.3 hereof, each party shall bear its own administrativeexpenses, costs and attorney's fees.

                          12.6  **Dispute Resolution**. Theparties agree that any disputes, controversies or claims arising out of or inrelation to this Trust Agreement or the enforcement thereof, shall be decidedby binding arbitration which shall be administered by the American ArbitrationAssociation (the "AAA") and shall be conducted, upon request byeither party, before one arbitrator designated by the AAA, in accordance withthe terms of the  Commercial Arbitration Rules of the AAA,  and, tothe maximum extent applicable, the United States Arbitration Act (Title 9 ofthe United States Code). The arbitration shall take place in the state ofLouisiana, at such place or places as the arbitrator shall designate. The arbitratorshall base his or her decision only upon evidence which is admissible under theFederal Rules of Evidence. In rendering a decision, the arbitrator shall makespecific written findings of fact, taking into account applicable judicialprecedents and industry practice. Judgment on the award rendered by thearbitrator may be entered in any court in Louisiana having jurisdiction thereofAn arbitrator shall have authority only to awardactual damages. To the maximum extent practicable, an arbitration proceedingunder this Trust Agreement shall be concluded within 120 days of the filing ofthe dispute with the AAA. The provisions of this arbitration clause shallsurvive any termination, amendment or expiration ofthis Trust Agreement.

                          12.7  **Delegation**.  Notwithstandingany provision of this Trust Agreement or the Plan to the contrary,  the Committee shall possess the authority todelegate to one or more officers 

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of the Company (or its Affiliates)all or any portion of the power and authority granted to the Committeehereunder. Such delegation may be made orally or in writing and shall be deemedcommunicated to the Trustee upon receipt by the Trustee of the authorizedsignatures of such designees.

                          THIS AGREEMENT IS EXECUTED in multiple counterparts, each of which shall bedeemed an original, as of the dates set forth below to be first effective as ofthe date set forth above.

| WITNESSES:/s/ Carla Boothe                                         /s/ Janice  Mount                                       

Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | CLECO  UTILITY GROUP INC.  By: /s/ Catherine C.  Powell                           Title: Sr. V.P.- Employee & Corp. Svcs.           |
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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Date:  December 12, 2000                                                                                                                                                                                                                                                                                                         |
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WITNESSES:

BANK ONE  TRUST COMPANY, N.A.   OF COLUMBUS, OHIO, AS TRUSTEE

/s/  Robin Bourgue                                       /s/ Rose Soileau                                         

By: Todd  J. Hoffpauir                                   Title: Authorized  Signer                                

 

Date:  December 12, 2000

12

CLECO UTILITY GROUP INC. ACKNOWLEDGMENT

STATEOF LOUISIANAPARISH OF RAPIDES

                                   **BEFORE ME**, theundersigned Notary Public, personally came and appeared            CatherineC. Powell          , whobeing by me sworn did depose and state that he/she signed the foregoing Cleco Utility Group Inc. Supplemental Executive RetirementTrust as a free act and deed on behalf of ClecoUtility Group Inc., as the Company, for the purposes therein set forth.

/s/ Catherine C.  Powell                                   

 

CLECO  UTILITY GROUP INC.

SWORN TO AND SUB5CRIBED  BEFORE ME THIS 12th  DAY OF DECEMBER, 2000.

 

/s/ Beatrice P.  Newcomb                                  NOTARY PUBLIC

**TRUSTEEACKNOWLEDGMENT**

STATEOF LOUISIANAPARISH OF RAPIDES

                                   **BEFORE ME**, theundersigned Notary Public, personally came and appeared          ToddJ. Hoffpauir               ,who being by me sworn did depose and state that he/she signed the foregoing Cleco Utility Group Inc. Supplemental Executive RetirementTrust as a free act and deed on behalf of Bank One Trust Company, N.A. ofColumbus, Ohio, the Trustee, for the purposes therein set forth.

 

/s/  Todd J Hoffpauir                                        TRUSTEE"

  SWORN TO AND SUBSCRIBED  BEFORE ME THIS 13TH  DAY OF DECEMBER, 2000./s/ Melissa Dugas                                              NOTARY PUBLIC

 

 p>  
 

13

CLECO UTILITY GROUP INC.SUPPLEMENTAL EXECUTIVE RETIREMENT TRUSTEXHIBIT A

                          Pursuant to Paragraph 3.1 of this Trust Agreement, the initial principalcontribution of this Trust shall consist of the assignment to the Trustee ofthe following policies:

Insurer

Name  of Insured

Policy  No.

American  Heritage Life*

Baltes, Jr., John L.

009162OU

American  Heritage Life>

Barron,  Edward L.

0045565U

 

 

0010005166

 

 

0045566U

American  Heritage Life

Brame, Scott 0.

0045564U

 

 

0010005167

 

0045563U

American  Heritage Life

Duncan,  Robert L.

0045562U

 

 

0010005168

 

 

0045561U

American  Heritage Life

Eppler, David M.

0045560U

 

 

0010005169

 

 

0045559U

American  Heritage Life

Fontenot,  Leonard G

0045558U

 

 

0010005824

 

 

0045556U

American  Heritage Life

Gauthier,  Thomas J.

0045554U

 

 

0010005170

 

 

0045555U

American  Heritage Lifep>  
Goodgame, Charles S.

 

 

 

0045553U

 

 

0010005171

 

 

0045552U

American  Heritage Life

Lawrence,  Garland

 

 

 

0047256U

American  Heritage Life

LeBlanc,  Charles E.

 

 

 

0045551U

 

 

0010005172

 

 

0045550U

American  Heritage Life

Nesbitt,  Gregory L.

 

 

 

0045549U

 

 

0010005173

 

 

0045548U

American  Heritage Life

Prudhomme, Michael P.

 

 

 

0045547U

 

 

0010005174

 

 

0045546U

All  references are to American Heritage Life Insurance Company of Jacksonville,  Florida

 

American  Heritage Life

Prudhomme, M. Williams

 

 

 

0045545U

 

 

0010005800

 

 

0045544U

American  Heritage Lifep>  
Robichaux, Joseph E

 

 

.

0045543U

 

 

0010005175

American  Heritage Life

Scheffler, Catherine C.

 

 

 

0307204U

American  Heritage Life

Simms,  Jr., Joseph T.

 

 

 

0045541U

 

 

0010005176

 

 

0045540U

American  Heritage Life

Terbot, William F.

 

 

 

0045539U

 

 

0010005177

 

 

0045828U

American  Heritage Life

Thevenote, William J.

 

 

 

0045537U

 

 

0010005178

 

 

0045536U

American  Heritage Lifep>  
Warner,  David K.

 

 

 

0045535U

 

 

0010005179

 

 

0045534U

American  Heritage Life

Whittington,  V.

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