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                                                                     EXHIBIT 1.1

                                Cleco Power LLC

                                  $50,000,000
                         6.05% Insured Quarterly Notes
                               due June 1, 2012

                            Underwriting Agreement

                                                     May 6, 2002
                                                     New York, New York

Edward D. Jones & Co., L.P.
A.G. Edwards & Sons, Inc.
  c/o Edward D. Jones & Co., L.P.
  12555 Manchester Road
  St. Louis, Missouri 63131
  Attention: Mr. Kevin E. Sprouse

Dear Ladies and Gentlemen:

     Cleco Power LLC, a Louisiana limited liability company (the "Company")
confirms its agreement with Edward D. Jones & Co., L.P. and A.G. Edwards & Co.,
L.P., (the "Underwriters", which term shall also include any underwriter
substituted as hereinafter provided in Section 8 hereof) as follows:

     1.   Offering.  The Company proposes to issue and sell to the Underwriters
          --------
an aggregate principal amount of $50,000,000 of its 6.05% Insured Quarterly
Notes due June 1, 2012 (the "IQ Notes").  The IQ Notes are to be issued pursuant
to an Indenture dated as of October 1, 1988, as amended and supplemented by the
First Supplemental Indenture dated as of December 1, 2000, the Second
Supplemental Indenture dated as of January 1, 2001, the Third Supplemental
Indenture dated as of April 26, 2001, the Fourth Supplemental Indenture dated as
of February 1, 2002 and the Fifth Supplemental Indenture to be dated as of May
1, 2002 (the "Fifth Supplemental Indenture") and as it may from time to time
hereafter be further amended and supplemented (the "Indenture"), between the
Company (successor to Cleco Utility Group Inc., which previously was known as
Central Louisiana Electric Company, Inc.) and The Bank of New York (successor to
Bankers Trust Company), as trustee (the "Trustee").  The IQ Notes are more
particularly described in the Prospectus (as hereinafter defined) and in the
Indenture filed as an exhibit to the Registration Statement (as hereinafter
defined).

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-52540) for the
registration of the offer and sale of certain debt securities, including the IQ
Notes, under the Securities Act of 1933, as amended (the "1933 Act"), from time
to time in accordance with Rule 415 of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations").  Such registration
statement has been declared effective by the Commission, and the Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended (the "1939
Act").  Promptly
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after execution and delivery of this Agreement, the Company will prepare and
file a prospectus supplement reflecting the terms of the IQ Notes, the terms of
the offering thereof and the other matters set forth therein, pursuant to Rule
424(b) under the 1933 Act Regulations. The final prospectus and the final
prospectus supplement relating to the IQ Notes in the forms filed with the
Commission pursuant to Rule 424(b) under the 1933 Act Regulations for use in
connection with the offering of the IQ Notes, are collectively referred to
herein as the "Prospectus", and such registration statement in the form in which
it became effective, is hereinafter called the "Registration Statement";
provided, however, that all references to the "Registration Statement" and the
"Prospectus" shall also be deemed to include all documents incorporated therein
by reference pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), prior to the date of this Agreement. A "preliminary prospectus"
shall be deemed to refer to any prospectus that omitted information to be
included upon pricing in a form of prospectus filed with the Commission pursuant
to Rule 424(b) under the 1933 Act Regulations and was used after such
effectiveness and prior to the initial delivery of the Prospectus to the
Underwriters by the Company. For purposes of this Agreement, all references to
the Registration Statement, any preliminary prospectus or the Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to be identical
to the copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system ("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" (or other
references of like import) in the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be, prior to the date of this Agreement; and all
references in this Agreement to amendments or supplements to the Registration
Statement, any preliminary prospectus or the Prospectus shall be deemed to mean
and include the filing of any document under the 1934 Act which is incorporated
by reference in the Registration Statement, such preliminary prospectus or the
Prospectus, as the case may be, after the date of this Agreement.

     2.   Sale and Delivery of the IQ Notes; Closing.  Subject to the terms and
          ------------------------------------------
conditions and based upon the representations and warranties set forth in this
Agreement, the Company agrees to sell to each Underwriter, and each Underwriter,
severally and not jointly, agrees to purchase from the Company, the principal
amount of IQ Notes set forth in Schedule I to this Agreement opposite the name
of such Underwriter (plus any additional amount of IQ Notes that such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 8 hereof), at a price of 97.85% of the principal amount thereof.

     The Underwriters agree to make a public offering of the IQ Notes at the
public offering price and upon the terms and conditions set forth in the
Prospectus.

     Payment of the purchase price for, and delivery of certificates for, the IQ
Notes, shall be made at the offices of Sidley Austin Brown Wood llp, 875 Third
Avenue, New York, New York, 10048 or at such other place as shall be agreed upon
by the Underwriters and the Company, at 9:00 a.m., St. Louis time, on May 9,
2002, or on such later day and time (not later than ten full business days
thereafter) as may be agreed upon in writing between the

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Underwriters and the Company, such day and time of delivery and payment being
herein called the "Closing Date."

     Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Underwriters for their accounts of global certificates for the IQ Notes
being purchased by the Underwriters.

     Global certificates for the IQ Notes shall be in such denominations ($1,000
or integral multiples thereof) and registered in such names as the Underwriters
may request in writing at least one full business day before the Closing Date.
The IQ Notes will be made available for examination and, if applicable,
packaging by the Underwriters in The City of New York not later than 10:00 A.M.
(Eastern time) on the business day prior to the Closing Date.

     3.   Representations and Warranties.  The Company represents and warrants
          ------------------------------
to the Underwriters as of the date hereof and as of the Closing Date as set
forth below in this Section 3.

          (a) Compliance with Registration Requirements.  The Company meets the
              -----------------------------------------
     requirements for use of Form S-3 under the 1933 Act.  The Registration
     Statement has been declared effective under the 1933 Act and no stop order
     suspending the effectiveness of the Registration Statement has been issued
     and no proceedings for that purpose have been instituted or threatened.

          (b) Due Organization.  The Company has been duly organized and is
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     validly existing as a limited liability company under the laws of the State
     of Louisiana and has the limited liability company power and authority to
     own its properties and to conduct its business as described in the
     Registration Statement.

          (c) Subsidiaries.  The Company has no "Significant Subsidiaries", as
              ------------
     such term is defined in Rule 405 of Regulation C of the 1933 Act
     Regulations.

          (d) Registration Statement and Prospectus.  At the time the
              -------------------------------------
     Registration Statement became effective, the Registration Statement
     complied, and as of the Closing Date will comply, in all material respects
     with the requirements of the 1933 Act and the 1933 Act Regulations and the
     1939 Act, and the rules and regulations of the Commission promulgated
     thereunder.  The Registration Statement, at the time it became effective,
     did not, as of the date hereof, does not, and at the Closing Date, will
     not, contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading.  The Prospectus, as of its date and at
     the Closing Date will not contain an untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading; provided, however, that the representations and warranties in
     this subsection shall not apply to statements in or omissions from the
     Registration Statement or Prospectus made in reliance upon and in
     conformity with information furnished to the Company in writing by the
     Underwriters expressly for use in the Registration Statement or Prospectus
     or to that part of the Registration Statement which constitutes the
     Trustee's Statement of Eligibility and Qualification under the 1939 Act
     (the "Form T-1").

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          (e) Incorporated Documents.  The documents incorporated by reference
              ----------------------
     in the Prospectus, at the time they were or hereafter are filed with the
     Commission, complied or, when so filed, will comply, as the case may be, in
     all material respects with the requirements of the 1934 Act and the rules
     and regulations thereunder (the "1934 Act Regulations"), and, when read
     together and with the other information in the Prospectus, at the time the
     Registration Statement became effective, as of the date of the Prospectus
     and as of the Closing Date, did not and will not, as of such time or dates,
     as the case may be, contain an untrue statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the statements therein, in the light of the circumstances under which they
     were or are made, not misleading.

          (f) Accountants.  PricewaterhouseCoopers LLP, who have reported upon
              -----------
     certain of the financial statements incorporated by reference in the
     Registration Statement, are independent public accountants as required by
     the 1933 Act and the 1933 Act Regulations.

          (g) Financial Statements.  The financial statements and supplemental
              --------------------
     schedules of the Company set forth in or incorporated by reference in the
     Registration Statement and Prospectus have been prepared from the books and
     records of the Company in accordance with generally accepted accounting
     principles consistently followed throughout the periods indicated (except
     as may be noted therein) and present fairly the financial position of the
     Company at the dates indicated and the results of its operations, its cash
     flows and changes in its capital for the periods then ended.

          (h) Material Changes or Material Transactions.  Since the respective
              -----------------------------------------
     dates as of which information is given in the Registration Statement and
     Prospectus, except as otherwise stated therein, (i) there has not been any
     material adverse change in the condition of the Company, financial or
     otherwise, or in the earnings, business affairs or business prospects of
     the Company, whether or not arising in the ordinary course of business and
     (ii) no material transaction has been entered into by the Company other
     than transactions contemplated by the Registration Statement and
     transactions in the ordinary course of business.

          (i) No Defaults.  The Company is not in violation of or in default
              -----------
     under any term or provision of the Articles of Organization or the
     Operating Agreement of the Company, as amended, or of any mortgage,
     indenture, contract, agreement, instrument, judgment, decree or order
     applicable to the Company or of any statute, rule or regulation, where such
     violation or default would have a material adverse effect upon the
     properties, assets, business, prospects or condition (financial or
     otherwise) of the Company, and no event or condition has occurred or exists
     which, with the giving of notice or lapse of time or both, would result in
     any such violation or default which would have such an effect.

          (j) Regulatory Approvals.  The Louisiana Public Service Commission
              --------------------
     (the "LPSC") has authorized the issuance and sale of the IQ Notes as
     contemplated by this Agreement and as described in the Prospectus; and,
     other than approvals that may be required under state securities laws, no
     other approval of any regulatory public body, state or federal, including
     approval of the Federal Energy Regulatory Commission

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     ("FERC") that may be required under the Federal Power Act, as amended (the
     "FPA"), is necessary in connection with the issuance and sale of the IQ
     Notes pursuant to this Agreement.

          (k) Legal Proceedings.  Except as described in the Registration
              -----------------
     Statement, there is no material litigation or governmental proceeding
     involving or, to the knowledge of the Company, threatened against the
     Company which might reasonably be expected to result in any material
     adverse change in the financial condition, results of operations or
     business of the Company or which is required to be disclosed in the
     Registration Statement, and no notice has been given by any governmental
     authority of any proceeding to condemn any material properties of the
     Company, and, to the knowledge of the Company, no such proceeding is
     contemplated.

          (l) Good Title.  The Company has good title (either by way of fee
              ----------
     simple, leasehold, easement, right-of-way, grant, servitude, privilege,
     permit, franchise or license, as the case may be) to all its properties
     including, without limitation, the properties reflected in the most recent
     balance sheet of the Company incorporated by reference in the Registration
     Statement (except for such items thereof which have been disposed of since
     such date and which do not, in the aggregate, constitute a substantial
     amount) subject only to (i) the lien of the Indenture of Mortgage, dated as
     of July 1, 1950, as supplemented, from the Company to Bank One Trust
     Company, N.A. (successor to First National Bank of Commerce), as trustee,
     securing the Company's First Mortgage Bonds, and encumbrances permitted
     thereby and (ii) other encumbrances and defects which do not in the
     aggregate materially detract from the value of the properties of the
     Company or impair or interfere with the use of properties material to the
     business and operations of the Company.

          (m) Regulatory Compliance.  The Company is in substantial compliance
              ---------------------
     with all federal and state environmental statutes, rules and regulations
     and, to the Company's knowledge, has received all required permits
     necessary for the operation of its business under such statutes, rules and
     regulations.

          (n) Authorization and Validity of the IQ Notes.  The IQ Notes have
              ------------------------------------------
     been duly authorized for issuance and sale pursuant to this Agreement and,
     when issued, authenticated and delivered pursuant to the provisions of this
     Agreement and the Indenture against payment of the consideration therefor
     specified in this Agreement, will constitute valid and legally binding
     obligations of the Company enforceable in accordance with their terms,
     except as enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization or other laws relating to or affecting creditors' rights
     generally or by general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law); the IQ
     Notes and the Indenture conform in all material respects to all statements
     relating thereto contained in the Prospectus; and the IQ Notes will be
     entitled to the benefits provided by the Indenture.

          (o) Authorization of this Agreement.  This Agreement has been duly
              -------------------------------
     authorized, executed and delivered by the Company and is a valid and
     binding agreement

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     of the Company; and the consummation of the transactions contemplated by
     this Agreement and the performance of the Company's obligations hereunder
     will not result in any material violation of, or be in material conflict
     with or constitute a material default under, or result in the creation or
     imposition of any lien, charge or encumbrance upon any of the properties or
     assets of the Company that are material to the conduct of its business
     under the Articles of Organization or the Operating Agreement of the
     Company, as amended, or any material mortgage, contract, indenture,
     agreement or instrument to which the Company is a party or by which it is
     bound, or any judgment, order, statute, rule or regulation applicable to it
     of any court or governmental body or instrumentality having jurisdiction
     over it or its properties, and the Company has full legal right, power and
     authority to enter into this Agreement and to perform all of its
     obligations hereunder.

          (p) Authorization of the Indenture. The Indenture, with the exception
              ------------------------------
     of the Fifth Supplemental Indenture, has been duly authorized, executed and
     delivered by the Company and, assuming due authorization, execution and
     delivery by the Trustee, constitutes a valid and legally binding agreement
     of the Company, enforceable against the Company in accordance with its
     terms, except as enforcement thereof may be limited by bankruptcy,
     insolvency, reorganization or other laws relating to or affecting
     creditors' rights generally or by general principles of equity (regardless
     of whether such enforceability  is considered in a proceeding in equity or
     at law).  The Fifth Supplemental Indenture has been duly authorized by the
     Company and, when executed and delivered by the Company prior to the time
     the IQ Notes are issued, assuming due authorization, execution and delivery
     by the Trustee, will constitute a valid and legally binding agreement of
     the Company, enforceable against the Company in accordance with its terms,
     except as enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization or other laws relating to or affecting creditors' rights
     generally or by general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law).

          (q) 1935 Act.  Based upon the timely filing by Cleco Corporation, a
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     Louisiana corporation and the sole member of the Company (the "Parent"),
     with the Commission of an exemption statement pursuant to Rule 2 under the
     Public Utility Holding Company Act of 1935, as amended (the "1935 Act"),
     the Parent is exempt from regulation as a public utility holding company
     under the 1935 Act, except with respect to the acquisition of certain
     voting securities of other domestic public utility companies and utility
     holding companies.

          (r) Insurance Policy.  The Company has duly authorized all necessary
              ----------------
     action to be taken by it for the procurement of an irrevocable financial
     guarantee insurance policy for the IQ Notes (the "Insurance Policy") issued
     by Ambac Assurance Corporation ("Ambac"), insuring the payment of principal
     of and interest on the IQ Notes when due.

     4.   Agreements of the Company.  The Company agrees with the Underwriters
          -------------------------
that:

          (a) At any time when a prospectus relating to the IQ Notes is required
     to be delivered under the 1933 Act, the Company will not file or make any
     amendment to the Registration Statement or any supplement to the Prospectus
     (except for periodic or

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     current reports filed under the 1934 Act) unless the Company has furnished
     each of the Underwriters a copy for its review prior to filing and given
     the Underwriters a reasonable opportunity to comment on any such proposed
     amendment or supplement. Each of the Underwriters shall make its responses
     thereto, if any, promptly. Immediately following the execution of this
     Agreement, the Company will prepare a prospectus supplement, in form
     approved by the Underwriters, setting forth the principal amount of IQ
     Notes and their terms not otherwise specified in the base prospectus, the
     Underwriters' names, the price at which the IQ Notes are to be purchased by
     the Underwriters from the Company, the principal amount of IQ Notes to be
     purchased by each Underwriter, the initial offering price, the selling
     concession and reallowance, if any, and such other information as the
     Underwriters and the Company deem appropriate in connection with the
     offering of the IQ Notes. The Company will promptly cause the Prospectus to
     be filed with the Commission pursuant to Rule 424(b) under the 1933 Act
     Regulations in the manner and within the time period prescribed by such
     rule and will provide evidence satisfactory to the Underwriters of such
     filing. The Company will promptly advise the Underwriters (i) at any time
     when a prospectus relating to the IQ Notes is required to be delivered
     under the 1933 Act, when any post-effective amendment to the Registration
     Statement shall have been filed or become effective, (ii) of any request by
     the Commission for any post-effective amendment of the Registration
     Statement or supplement to the Prospectus or for any additional
     information, (iii) of the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration Statement or the
     institution or threatening by direct communication with the Company of any
     proceeding for that purpose, and (iv) of the receipt by the Company of any
     notification with respect to the suspension of the qualification of the IQ
     Notes for sale in any jurisdiction or the initiation or threatening by
     direct communication with the Company of any proceeding for such purpose.
     The Company will promptly effect the filing of the Prospectus necessary
     pursuant to Rule 424(b) under the 1933 Act Regulations and will take such
     steps as it deems necessary to ascertain promptly whether the Prospectus
     transmitted for filing under Rule 424(b) was received for filing by the
     Commission and, in the event that it was not, it will promptly file the
     Prospectus. The Company will use its reasonable best efforts to prevent the
     issuance of any stop order suspending the effectiveness of the Registration
     Statement and, if issued, to obtain as soon as possible the withdrawal
     thereof.

          (b) If at any time when a prospectus relating to the IQ Notes is
     required to be delivered under the 1933 Act, any event occurs as a result
     of which the Prospectus would include any untrue statement of a material
     fact or omit to state a material fact necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading, or if it shall be necessary to amend the Registration Statement
     or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act
     or the respective rules  thereunder, the Company promptly will (i) notify
     the Underwriters, (ii) prepare and file with the Commission, subject to the
     first sentence of paragraph (a) of this Section 4, an amendment or
     supplement which will correct such statement or omission or effect such
     compliance, and (iii) supply any supplemented Prospectus to the
     Underwriters in such quantities as the Underwriters may reasonably request.

          (c) During the period when a prospectus relating to the IQ Notes is
     required to be delivered under the 1933 Act, (i) the Company will file
     promptly all documents

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     required to be filed with the Commission pursuant to Section 13(a), 13(c),
     14 or 15(d) of the 1934 Act and will furnish to the Underwriters copies of
     such documents, (ii) on or prior to the date on which the Company makes any
     announcement to the general public concerning earnings or concerning any
     other event which is required to be described, or which the Company
     proposes to describe, in a document filed pursuant to the 1934 Act, the
     Company will furnish to the Underwriters the information contained or to be
     contained in such announcement or document, (iii) the Company will furnish
     to the Underwriters copies of all other material press releases or
     announcements to the general public, and (iv) the Company will immediately
     notify the Underwriters of (a) any decrease in the rating of the IQ Notes
     or any other debt securities of the Company by any "nationally recognized
     statistical rating organization" (as defined for purposes of Rule 436(g)
     under the 1933 Act) or (b) any public notice given of any intended or
     potential decrease in any such rating or of a possible change in any such
     rating that does not indicate the direction of the possible change, as soon
     as the Company learns of any such decrease or notice.

          (d) As soon as practicable, but not later than 90 days after the close
     of the period covered by the earnings statement, the Company will make
     generally available to its security holders and to the Underwriters an
     earnings statement or statements of the Company and its subsidiaries which
     will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
     under the 1933 Act.

          (e) So long as the Underwriters are required to deliver a prospectus
     in connection with sales of the IQ Notes, the Company will furnish to the
     Underwriters and their counsel, without charge, such copies of the
     Registration Statement (including exhibits thereto) and Prospectus as the
     Underwriters may reasonably request.

          (f) The Company will endeavor, in cooperation with the Underwriters,
     to arrange for the qualification of the IQ Notes for sale under the laws of
     such jurisdictions of the United States of America as the Underwriters may
     designate, will maintain such qualifications in effect so long as required
     for the distribution of the IQ Notes; provided, however, that the Company
     will not be obligated to file any general consent to service of process or
     to qualify as a foreign limited liability company in any jurisdiction in
     which it is not so qualified.

          (g) The Company will apply the net proceeds from the offering of the
     IQ Notes in the manner set forth under the caption "The IQ Notes Offering"
     in the Prospectus.

          (h) The Company will not, during the period of 30 days from the date
     on which the IQ Notes are purchased by the Underwriters sell, offer to
     sell, grant any option for the sale of, or otherwise dispose of any IQ
     Notes, any security convertible into or exchangeable into or exercisable
     for the IQ Notes or any debt securities substantially similar to the IQ
     Notes, without the prior written consent of the Underwriters.

          (i) The Company shall, whether or not any sale of the IQ Notes is
     consummated, pay all expenses incident to the performance of its
     obligations under this

                                       8
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     Agreement, including the fees and disbursements of its accountants and
     counsel, the cost of printing or other production and delivery of the
     Registration Statement, the Prospectus, all amendments thereof and
     supplements thereto, the Indenture, this Agreement and related documents
     delivered to the Underwriters, the cost of preparing, printing, packaging
     and delivering the IQ Notes, the fees and expenses incurred in compliance
     with Section 4(f) hereof, the fees and disbursements of the Trustee
     (including legal fees and disbursements, if any, of counsel to the
     Trustee), the fees of any agency that rates the IQ Notes, and any fees
     payable in connection with the acceptance of the IQ Notes for clearance and
     settlement through the facilities of The Depository Trust Company. If this
     Agreement is terminated by the Underwriters in accordance with the
     provisions of Section 5 or Section 7(a)(i) hereof, the Company shall
     reimburse the Underwriters for all of its reasonable out-of-pocket expenses
     relating to the offer and sale of the IQ Notes contemplated by this
     Agreement, including the reasonable fees and disbursements of counsel for
     the Underwriters incurred in connection therewith.

     5.   Conditions of the Underwriters' Obligations.  The obligations of the
          -------------------------------------------
Underwriters to purchase and pay for the IQ Notes shall be subject to the
accuracy of the representations and the warranties on the part of the Company
herein contained as of the date hereof and as of the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

          (a) The Prospectus shall have been filed in the manner and within the
     time period required by Rule 424(b) under the 1933 Act Regulations and no
     stop order suspending the effectiveness of the Registration Statement shall
     have been issued and no proceedings for that purpose shall have been
     instituted or threatened.

          (b) On the Closing Date, the Company shall have furnished to the
     Underwriters the opinion of Baker Botts L.L.P., counsel for the Company, or
     other counsel satisfactory to the Underwriters, dated the Closing Date, to
     the effect that:

                    (i)  This Agreement constitutes the legal, valid and binding
               agreement of the Company, enforceable against the Company in
               accordance with its terms, except insofar as enforceability of
               the indemnification and contribution provisions hereof may be
               limited under applicable federal or state securities laws and
               except as such enforceability is subject to the effect of any
               applicable bankruptcy, insolvency, reorganization or other law
               relating to or affecting creditors' rights generally and to
               general principles of equity (regardless of whether such
               enforceability is considered in a proceeding in equity or at
               law);

                    (ii) Assuming that the Indenture, including the Fifth
               Supplemental Indenture, has been duly authorized, executed and
               delivered by the Trustee, the Indenture, including the Fifth
               Supplemental Indenture, constitutes the legal, valid and binding
               agreement of the Company, enforceable against the Company in
               accordance with its terms, except as such enforceability is
               subject to the effect of any applicable bankruptcy,

                                       9
<PAGE>

               insolvency, reorganization or other law relating to or affecting
               creditors' rights generally and to general principles of equity
               (regardless of whether such enforceability is considered in a
               proceeding in equity or at law);

                    (iii)  The specimen note attached as Exhibit A to the Fifth
               Supplemental Indenture is in the form and contains the terms
               required by the Indenture;

                    (iv)   Assuming that the IQ Notes have been duly
               authenticated by the Trustee as specified in the Indenture and
               delivered against payment of the consideration therefor
               determined in accordance with this Agreement, the IQ Notes
               constitute legal, valid and binding obligations of the Company,
               enforceable against the Company in accordance with their terms,
               and the IQ Notes are entitled to the benefits of the Indenture,
               except as such enforceability is subject to the effect of any
               applicable bankruptcy, insolvency, reorganization or other law
               relating to or affecting creditors' rights generally and to
               general principles of equity (regardless of whether such
               enforceability is considered in a proceeding in equity or at
               law);

                    (v)    The execution and delivery of the Indenture, this
               Agreement and the IQ Notes by the Company and the performance by
               the Company of its agreements therein or herein will not (a)
               breach or otherwise violate any order known to us and applicable
               to the Company in effect on the date hereof of any court or
               governmental body or instrumentality of the federal government of
               the United States of America having jurisdiction over the Company
               or its properties or (b) violate any statute of the federal
               government of the United States of America in effect on the date
               hereof, or any rule or regulation in effect on the date hereof
               applicable to the Company of any governmental body or
               instrumentality of the federal government of the United States of
               America having jurisdiction over the Company or its properties;

                    (vi)   The terms and provisions of the IQ Notes and the
               Indenture conform in all material respects to the descriptions
               thereof contained in the Registration Statement and the
               Prospectus;

                    (vii)  No approval, authorization, consent or order of any
               public board, body or agency of the federal government of the
               United States of America is legally required for the issuance and
               sale of the IQ Notes or the performance by the Company of its
               agreements in this Agreement, the Indenture or the IQ Notes;

                    (viii) The Registration Statement has become effective
               under the 1933 Act and, to our knowledge, no stop order
               suspending the effectiveness of the Registration Statement has
               been issued and no proceedings for that purpose have been
               instituted or are pending or threatened under the 1933 Act; the
               Registration Statement and the

                                       10
<PAGE>

               Prospectus (other than the financial statements and schedules,
               including the notes thereto, the auditors' report thereon and the
               related summary of accounting policies, contained or incorporated
               by reference therein, as to which no opinion need be rendered)
               appear on their faces to comply as to form in all material
               respects with the requirements of Form S-3, the applicable rules
               and regulations with respect thereto under the 1939 Act, the 1933
               Act and the 1933 Act Regulations, to the extent that such
               requirements, rules and regulations are applicable to the forms
               thereof; and the Prospectus has been filed with or transmitted
               for filing to the Commission in accordance with Rule 424 of the
               1933 Act Regulations;

                    (ix)   We do not know of any contracts of a character
               required to be described in the Registration Statement or
               Prospectus or to be filed or incorporated by reference as
               exhibits to the Registration Statement which are not described,
               filed or incorporated by reference as required;

                    (x)    We do not know of any legal proceedings pending or
               threatened against the Company of a character which are required
               to be disclosed in the Registration Statement and Prospectus
               which have not been disclosed therein;

                    (xi)   Based upon the timely filing by the Parent with the
               Commission of an exemption statement pursuant to Rule 2 under the
               1935 Act, the Parent is exempt from regulation as a public
               utility holding company under the 1935 Act, except with respect
               to the acquisition of certain voting securities of other domestic
               public utility companies and utility holding companies;

                    (xii)  The Indenture is qualified under the 1939 Act;

                    (xiii) The information in the Prospectus under the captions
               "Description of the IQ Notes" and "Description of the Debt
               Securities", to the extent that it constitutes a summary of
               certain provisions of the Indenture or the IQ Notes, has been
               reviewed by us and is correct in all material respects; and

                    (xiv)  The documents incorporated by reference in the
               Prospectus (other than the financial statements and schedules,
               including the notes thereto, the auditors' report thereon and the
               related summary of accounting policies, contained or incorporated
               by reference into such documents, as to which no opinion need be
               rendered), at the time they were filed with the Commission,
               appear on their faces to comply as to form in all material
               respects with the requirements of the 1934 Act and the 1934 Act
               Regulations, to the extent that such requirements, rules and
               regulations are applicable to the forms thereof.

                                       11
<PAGE>

          In giving such opinion, Baker Botts L.L.P. may rely as to matters of
     Louisiana law upon the opinion of Phelps Dunbar, L.L.P., or such other
     satisfactory counsel, as referred to below.  Additionally, Baker Botts
     L.L.P. may state in its opinion that it does not express any opinion with
     respect to any statements contained in or incorporated by reference in the
     Registration Statement and the Prospectus relating to Ambac or the
     Insurance Policy.

          (c)  On the Closing Date, the Company shall have furnished to the
     Underwriters the opinion of Phelps Dunbar, L.L.P., special Louisiana
     counsel for the Company, or other counsel satisfactory to the Underwriters,
     dated the Closing Date, to the effect that:

                    (i)   The Company is a limited liability company duly
               organized and validly existing under the laws of the State of
               Louisiana and has all limited liability company power and
               authority necessary to own its properties and to conduct the
               business in which it is engaged as described in the Prospectus;

                    (ii)  To their knowledge, after due inquiry, there is no
               jurisdiction where the character of the properties owned or the
               nature of the business conducted by the Company makes necessary
               the license or qualification of the Company as a foreign limited
               liability company;

                    (iii) The Company has full right, power and authority to
               enter into this Agreement and to perform all of its obligations
               hereunder or contemplated hereby and this Agreement has been duly
               authorized, executed and delivered by the Company;

                    (iv)  The Indenture has been duly authorized, executed and
               delivered by the Company;

                    (v)   The Company has taken all necessary limited liability
               company action to authorize the execution and delivery of the IQ
               Notes and the IQ Notes have been duly executed and delivered by
               the Company;

                    (vi)  Other than in connection with the provisions of
               securities or "blue sky" laws of any jurisdiction in which it is
               proposed that the IQ Notes be offered or sold (as to which no
               opinion is being rendered) and other than the required order or
               orders of the LPSC referred to below, no approval, authorization,
               consent or order of any public board, body or agency of the State
               of Louisiana is legally required as of the date hereof for the
               issuance and sale of the IQ Notes, or the performance by the
               Company of its agreements in this Agreement, the Indenture or the
               IQ Notes;

                    (vii) The Company is subject to the jurisdiction of the
               LPSC, the LPSC has authorized the issuance and sale of the IQ
               Notes as contemplated by this Agreement and as described in the
               Prospectus, and

                                       12
<PAGE>

               the orders of the LPSC with respect to the issuance and sale of
               the IQ Notes are in full force and effect as of the date hereof;

                    (viii)  To our knowledge, the Company has valid and
               subsisting franchises, consents, certificates and permits, free
               from burdensome conditions or restrictions, sufficient in all
               material respects to enable it to carry on its business in the
               State of Louisiana and in the communities, parishes and other
               governmental subdivisions thereof in which it operates, taken as
               a whole; and

                    (ix)    The execution and delivery of this Agreement, the
               Indenture or the IQ Notes by the Company and the performance by
               the Company of its agreements therein or herein will not (a)
               breach or result in a default under, or result in the creation or
               imposition of any lien, charge or encumbrance upon any of the
               property or assets of the Company that are described in the
               Registration Statement and the Prospectus under, any existing
               obligation of the Company under any indenture, agreement or
               instrument known to them to which the Company is a party or by
               which it is bound, (b) breach or otherwise violate any order
               known to them and applicable to the Company in effect on the date
               hereof of any court or governmental body or instrumentality of
               the State of Louisiana having jurisdiction over the Company or
               its properties or (c) violate (i) the Articles of Organization or
               the Operating Agreement of the Company, each as amended to date,
               or (ii) any statute of the State of Louisiana in effect on the
               date hereof, or any published rule or regulation, in effect on
               the date hereof applicable to the Company of any governmental
               body or instrumentality of the State of Louisiana having
               jurisdiction over the Company or its properties.

     In giving such opinion, Phelps Dunbar, L.L.P. may state in its opinion that
it does not express any opinion with respect to any statements contained in or
incorporated by reference in the Registration Statement and the Prospectus
relating to Ambac or the Insurance Policy.

          (d)  On the Closing Date, the Underwriters shall have received from
     Sidley Austin Brown & Wood llp, counsel for the Underwriters, or other
     counsel satisfactory to the Underwriter, such opinion or opinions, dated
     the Closing Date, with respect to matters set forth in clauses (vi), (viii)
     and (xii) of subparagraph (b) of this Section 5 and to the effect that:

                    (i)     Assuming that this Agreement has been duly
               authorized, executed and delivered by the Company, this Agreement
               constitutes the legal, valid and binding agreement of the
               Company, enforceable against the Company in accordance with its
               terms, except insofar as enforceability of the indemnification
               and contribution provisions hereof may be limited under
               applicable federal or state securities laws;

                                       13
<PAGE>

                    (ii)  Assuming that the Indenture, including the Fifth
               Supplemental Indenture, has been duly authorized, executed and
               delivered by each of the Company and the Trustee, the Indenture,
               including the Fifth Supplemental Indenture, constitutes the
               legal, valid and binding agreement of the Company, enforceable
               against the Company in accordance with its terms, except as
               enforceability thereof may be limited by bankruptcy, insolvency,
               reorganization or other laws relating to or affecting creditors'
               rights generally or by general principles of equity (regardless
               of whether such enforceability is considered in a proceeding in
               equity or at law);

                    (iii) The specimen note attached as Exhibit A to the Fifth
               Supplemental Indenture is in the form and contains the terms
               required by the Indenture; assuming that the IQ Notes have been
               duly authorized, executed and delivered by the Company and
               assuming further that the IQ Notes have been duly authenticated
               by the Trustee as specified in the Indenture and delivered
               against payment of the consideration therefor determined in
               accordance with this Agreement, the IQ Notes constitute legal,
               valid and binding obligations of the Company, enforceable against
               the Company in accordance with their terms, except as
               enforceability thereof may be limited by bankruptcy, insolvency,
               reorganization or other laws relating to or affecting creditors'
               rights generally or by general principles of equity (regardless
               of whether such enforceability is considered in a proceeding in
               equity or at law); and the IQ Notes are entitled to the benefits
               of the Indenture; and

                    (iv)  The information in the Prospectus under the captions
               "Description of the IQ Notes" and "Description of the Debt
               Securities", to the extent that it constitutes a summary of
               certain provisions of the Indenture or the IQ Notes, has been
               reviewed by us and is correct in all material respects.

          In giving such opinion, Sidley Austin Brown & Wood LLP may rely as to
     matters of Louisiana law upon the opinion of Phelps Dunbar, L.L.P., or such
     other satisfactory counsel, as referred to above.  Additionally, such
     counsel may state in its opinion that such counsel's opinions are expressed
     solely with respect to statements contained in or incorporated by reference
     in the Registration Statement and the Prospectus relating to the Company
     and that such counsel does not express any opinion with respect to any
     statements contained in or incorporated by reference in the Registration
     Statement and the Prospectus relating to the Parent, Ambac or the Insurance
     Policy.

          (e)  In giving their opinions required by subsections (b) and (d) of
     this Section 5, each such counsel shall additionally state that nothing has
     come to their attention that would lead them to believe that (a) the
     Registration Statement, at the time it became effective (other than (i) the
     financial statements and schedules, including the notes thereto, the
     auditors' report thereon and the related summary of accounting policies,
     contained or incorporated by reference therein, (ii) the other financial
     information

                                       14
<PAGE>

     contained or incorporated by reference therein, and (iii) the exhibits
     thereto, as to which no statement need be made) contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading or (b) the Prospectus, as of its date and as of the Closing Date
     (other than (i) the financial statements and schedules, including the notes
     thereto, the auditors' report thereon and the related summary of accounting
     policies, contained or incorporated by reference therein and (ii) the other
     financial information contained or incorporated by reference therein, as to
     which no statement need be made), contained or contains an untrue statement
     of a material fact or omitted or omits to state a material fact necessary
     in order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading.

          (f) On the Closing Date there shall not have been, since the
     respective dates as of which information is given in the Registration
     Statement and the Prospectus, any material adverse change in the condition,
     financial or otherwise, of the Company, or in the earnings, business
     affairs or business prospects of the Company, whether or not arising in the
     ordinary course of business; and the Underwriters shall have received a
     certificate of the President, the Chief Financial Officer or the Treasurer
     of the Company to the effect (i) that there has been no such material
     adverse change, (ii) that the other representations and warranties of the
     Company contained in Section 3 hereof are true and correct with the same
     force and effect as though expressly made at and as of the date of such
     certificate, (iii) that the Company has complied with all agreements and
     satisfied all conditions pursuant to this Agreement on its part to be
     performed or satisfied at or prior to the date of such certificate, and
     (iv) that no stop order suspending the effectiveness of the Registration
     Statement has been issued and, to the best of  such officers' knowledge, no
     proceedings for that purpose have been initiated or threatened by the
     Commission.

          (g) On the date hereof, the Underwriters shall have received a letter
     from the Company's independent accountants dated as of the date hereof in
     form and substance satisfactory to the Underwriters.

          (h) On the Closing Date, the Underwriters shall have received a letter
     from the Company's independent accountants dated as of the Closing Date in
     form and substance satisfactory to the Underwriters, confirming as of the
     Closing Date their letter dated the date hereof and delivered to the
     Underwriters pursuant to Section 5(g) hereof.

          (i) On the Closing Date, the Underwriters shall have received from
     counsel for Ambac an opinion, dated the Closing Date, in form and substance
     satisfactory to the Underwriters with respect to the description of Ambac
     in the Prospectus and with respect to the Insurance Policy.

          (j) On the Closing Date, the Underwriters shall have received a
     certificate, dated the Closing Date, signed by an officer of Ambac in form
     and substance satisfactory to the Underwriters.

          (k) On the Closing Date, the Underwriters shall have received in form
     satisfactory to them confirmation that the IQ Notes have been rated "AAA"
     by Standard

                                       15
<PAGE>

     & Poor's, a Division of The McGraw-Hill Companies, Inc. and "Aaa" by
     Moody's Investors Service, Inc.

          (l) On the Closing Date, the Underwriters shall have received evidence
     that the Insurance Policy has been issued by Ambac with terms agreed upon
     by the Company, Ambac and the Underwriters.

          (m) On the date hereof and on the Closing Date, counsel for the
     Underwriters shall have been furnished with such documents and opinions as
     such counsel may reasonably require for the purpose of enabling such
     counsel to pass upon the issuance and sale of the IQ Notes as herein
     contemplated and related proceedings, or in order to evidence the accuracy
     or completeness of any of the representations or warranties, or the
     fulfillment of any of the conditions, herein contained; and all proceedings
     taken by the Company in connection with the issuance and sale of the IQ
     Notes as herein contemplated shall be satisfactory in form and substance in
     the reasonable judgment of the Underwriters and their counsel.

     If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by the
Underwriters by notice to the Company at any time at or prior to the Closing
Date and any such termination shall be without liability of any party to any
other party, except as provided in Section 4(i), and except that Sections 4(i),
6, 9 and 12 shall survive any such termination and remain in full force and
effect.

     6.   Indemnification.
          ---------------

          (a) The Company agrees to indemnify and hold harmless each of the
     Underwriters, the directors, officers, employees and agents of each of the
     Underwriters and each person who controls each of the Underwriters within
     the meaning of either the 1933 Act or the 1934 Act against any and all
     losses, claims, damages or liabilities, joint or several, to which the
     Underwriters, the directors, officers, employees and agents of the
     Underwriters and each person who controls any such Underwriter within the
     meaning of either the 1933 Act or the 1934 Act or any of the aforementioned
     may become subject under the 1933 Act, the 1934 Act or other federal or
     state statutory law or regulation, at common law or otherwise, insofar as
     such losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged untrue
     statement of a material fact contained in the Registration Statement as
     originally filed or in any amendment thereof, or in the Prospectus, or in
     any amendment thereof or supplement thereto, or arise out of or are based
     upon the omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     (in the case of the Prospectus or any supplement thereto, in light of the
     circumstances under which such statement was made) not misleading, and
     agrees to reimburse each such indemnified party, as incurred, for any legal
     or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that the Company will not be liable in any such
     case to the extent that any such loss, claim, damage or liability arises
     out of or is based upon any such untrue statement or alleged untrue
     statement or omission or alleged omission made therein in reliance upon and
     in conformity with written

                                       16
<PAGE>

     information furnished to the Company by the Underwriters specifically for
     inclusion therein or in reliance upon the Form T-1. This indemnity
     agreement will be in addition to any liability which the Company may
     otherwise have.

          (b) Each of the Underwriters agrees severally and not jointly to
     indemnify and hold harmless the Company, each of its managers, each of its
     officers who signed the Registration Statement and each person, if any, who
     controls the Company within the meaning of either the 1933 Act or the 1934
     Act, to the same extent as the foregoing indemnity from the Company to the
     Underwriters, but only with reference to written information relating to
     such Underwriter furnished to the Company by or on behalf of such
     Underwriter specifically for inclusion in the documents referred to in the
     foregoing indemnity.  This indemnity agreement will be in addition to any
     liability which the Underwriters may otherwise have.  The Company
     acknowledges that the statements set forth in the third paragraph, the
     second sentence of the fourth paragraph, the seventh paragraph and the
     eighth paragraph under the heading "Underwriting," of the Prospectus
     constitute the only information furnished in writing by the Underwriters
     for inclusion in the documents referred to in the foregoing indemnity, and
     the Underwriters confirm that such statements are correct.

          (c) Promptly after receipt by an indemnified party under this Section
     6 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 6, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the indemnifying party
     (i) will not relieve it from liability under paragraph (a) or (b) above
     unless and to the extent the indemnifying party did not otherwise learn of
     such action and such failure results in the forfeiture by the indemnifying
     party of substantial rights and defenses and (ii) will not, in any event,
     relieve the indemnifying party from any obligations to any indemnified
     party other than the indemnification obligation provided in paragraph (a)
     or (b) above.  The indemnifying party shall be entitled to appoint counsel
     of the indemnifying party's choice at the indemnifying party's expense to
     represent the indemnified party in any action for which indemnification is
     sought (in which case the indemnifying party shall not thereafter be
     responsible for the fees and expenses of any separate counsel retained by
     the indemnified party or parties except as set forth below); provided,
     however, that such counsel shall be satisfactory in the reasonable judgment
     of the indemnified party.  Notwithstanding the indemnifying party's
     election to appoint counsel to represent the indemnified party in an
     action, the indemnified party shall have the right to employ separate
     counsel (including local counsel), and the indemnifying party shall bear
     the reasonable fees, costs and expenses of such separate counsel if (i) the
     use of counsel chosen by the indemnifying party to represent the
     indemnified party would present such counsel with a conflict of interest,
     (ii) the actual or potential defendants in, or targets of, any such action
     include both the indemnified party and the indemnifying party and the
     indemnified party shall have reasonably concluded that there may be legal
     defenses available to it and/or other indemnified parties which are
     different from or additional to those available to the indemnifying party,
     (iii) the indemnifying party shall not have employed counsel satisfactory
     to the indemnified party to represent the indemnified party within a
     reasonable time after notice of the institution of such action or (iv) the
     indemnifying party

                                       17
<PAGE>

     shall authorize the indemnified party to employ separate counsel at the
     expense of the indemnifying party. In no event shall an indemnifying party
     be liable for the fees and expenses of more than one counsel (in addition
     to any local counsel) separate from its own counsel for all indemnified
     parties in connection with any one action or separate but similar or
     related actions in the same jurisdiction arising out of the same general
     allegations or circumstances. An indemnifying party will not, without the
     prior written consent of the indemnified parties, settle or compromise or
     consent to the entry of any judgment with respect to any pending or
     threatened claim, action, suit or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
     of this Section 6 is held unenforceable or is unavailable to or
     insufficient to hold harmless an indemnified party for any reason, the
     Company and the Underwriters agree to contribute to the aggregate losses,
     claims, damages and liabilities (including legal or other expenses
     reasonably incurred in connection with investigating or defending same)
     (collectively "Losses") to which the Company and the Underwriters may be
     subject in such proportion as is appropriate to reflect the relative
     benefits received by the Company and the Underwriters from the offering of
     the IQ Notes from which such Losses arise; provided, however, that in no
     case shall any such  Underwriter be responsible for any amount in excess of
     the underwriting discount received by such Underwriter in connection with
     the IQ Notes from which such Losses arise.  If the allocation provided by
     the immediately preceding sentence is unavailable for any reason, the
     Company and the Underwriters shall contribute in such proportion as is
     appropriate to reflect not only such relative benefits but also the
     relative fault of the Company and the Underwriters in connection with the
     statements or omissions which resulted in such Losses as well as any other
     relevant equitable considerations.  Benefits received by the Company shall
     be deemed to be equal to the total net proceeds from the offering (before
     deducting expenses) of the IQ Notes from which such Losses arise, and
     benefits received by each Underwriter shall be deemed to be equal to the
     total underwriting discount received by such Underwriter in connection with
     the IQ Notes from which such Losses arise.  Relative fault shall be
     determined by reference to whether any alleged untrue statement or omission
     relates to information provided by the Company or the Underwriters.  The
     Company and the Underwriters agree that it would not be just and equitable
     if contribution were determined by pro rata allocation or any other method
     of allocation which does not take account of the equitable considerations
     referred to above.  Notwithstanding the provisions of this paragraph (d),
     no person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the 1933 Act) shall be entitled to contribution from any
     person who was not guilty of such fraudulent misrepresentation.  For
     purposes of this Section 6, each person who controls each of the
     Underwriters within the meaning of the 1933 Act or the 1934 Act and each
     director, officer, employee and agent of each of the Underwriters shall
     have the same rights to contribution as the Underwriters and each person
     who controls the Company within the meaning of either the 1933 Act or the
     1934 Act, each officer of the Company who shall have signed the
     Registration Statement, each manager of the Company and each person, if
     any, who controls the Company shall have the same rights

                                       18
<PAGE>

     to contribution as the Company, subject in each case to the applicable
     terms and conditions of this paragraph (d). The Underwriters' respective
     obligations to contribute pursuant to this Section 6 are several in
     proportion to the principal amount of IQ Notes set forth opposite their
     respective names in Schedule I hereto and are not joint.


     7.   Termination.
          -----------

          (a) This Agreement will be subject to termination by the Underwriters
     by notice to the Company at any time at or prior to the Closing Date if (i)
     there shall have occurred, subsequent to the date hereof, any material
     adverse change, or any change in the condition, financial or otherwise, or
     in the earnings, business affairs or business prospects of the Company,
     whether or not arising in the ordinary course of business; (ii) there has
     occurred any material adverse change in the financial markets in the United
     States, or any outbreak or escalation of hostilities or other international
     or national calamity or crisis has occurred, in each case, involving the
     United States or the declaration by the United States of a national
     emergency or war and, in each case, the effect of which is such as to make
     it in the reasonable judgment of the Underwriters, impracticable to market
     the IQ Notes or to enforce contracts for the sale of the IQ Notes; (iii)
     trading in the Company's debt securities shall have been suspended or
     materially limited by the Commission, any national securities exchange or
     The Nasdaq Stock Market or trading in securities generally shall have been
     suspended or materially limited or minimum or maximum prices for trading
     shall have been established on any of such exchanges; (iv) a banking
     moratorium shall have been declared by Federal, Louisiana or New York State
     authorities, or a material disruption shall have occurred in commercial
     banking or securities settlement or clearance services in the United
     States; (v) the rating assigned by any nationally recognized statistical
     rating organization to the IQ Notes or any other debt securities of the
     Company as of the date hereof shall have been lowered or withdrawn since
     the date hereof or if any such rating organization shall have publicly
     announced that it has under surveillance or review its ratings of the IQ
     Notes or any other such debt securities; or (vi) there has come to the
     attention of the Underwriters any facts that would cause the Underwriters
     to believe that the Prospectus, at the time it was required to be delivered
     in connection with sales of the IQ Notes, included an untrue statement of a
     material fact or omitted to state a material fact necessary in order to
     make the statements therein, in light of the circumstances existing at the
     time of such delivery, not misleading.

          (b) If this Agreement is terminated pursuant to this Section 7, such
     termination shall be without liability of any party to any party except as
     provided in Section 4(i) hereof, and provided further that Sections 4(i),
     6, 9, and 12 shall survive such termination and remain in full force and
     effect.

     8.   Default by One of the Underwriters.  If one of the Underwriters shall
          -----------------------------------
fail on the Closing Date to purchase the IQ Notes that it is obligated to
purchase under this Agreement (the "Defaulted Securities"), the non-defaulting
Underwriter shall have the right, within 24 hours thereafter, to make
arrangements for it, or any other underwriter, to purchase all, but not less
than all, of the Defaulted Securities upon the terms herein set forth. If,
however, the non-defaulting

                                       19
<PAGE>

Underwriter shall not have completed such arrangements within such 24-hour
period, then such non-defaulting Underwriter shall be obligated to purchase 100%
of the aggregate principal amount of the IQ Notes to be purchased hereunder.

     No action taken pursuant to this Section 8 shall relieve the defaulting
Underwriter from liability in respect of its default.

     In the event of any such default, either the non-defaulting Underwriter or
the Company shall have the right to postpone the Closing Date for a period not
exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements.  As used
herein, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 8.

     9.   Survival of Certain Provisions.  The respective agreements,
          ------------------------------
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of the Underwriters or the Company or any of the directors,
officers, employees, agents or controlling persons referred to in Section 6
hereof, and will survive delivery of and payment for the IQ Notes.  The
provisions of Section 4(i), 6 and 12 hereof and this Section 9 shall survive the
termination or cancellation of this Agreement.

     10.  Notices.  All communications hereunder will be in writing and
          -------
effective only on receipt, and, if sent to the Underwriters, will be mailed,
delivered, transmitted via facsimile or telegraphed and confirmed to Edward D.
Jones & Co., L.P., 12555 Manchester Road, St. Louis, Missouri 63131, Attn: Mr.
Kevin E. Sprouse, facsimile number : (314) 515-2664 (or such other place as the
Underwriters may specify in writing), or, if sent to the Company, will be
mailed, delivered, transmitted via facsimile or telegraphed and confirmed to the
Company at 2030 Donahue Ferry Road, Pineville, Louisiana 71360, Attn: Treasurer,
facsimile number: (318) 484-7685 (or such other place as the Company may specify
in writing).

     11.  Successors.  This Agreement shall inure to the benefit of and be
          ----------
binding upon the parties hereto, their respective successors, the directors,
officers, employees, agents and controlling persons referred to in Section 6
hereof and no other person will have any right or obligation hereunder.

     12.  Applicable Law.  This Agreement shall be governed by and construed in
          --------------
accordance with the laws of the State of New York.

     13.  Counterparts.  This Agreement may be executed in any number of
          ------------
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

                                       20
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter along with all counterparts will represent a binding agreement between
the Company and the Underwriters.

                                        Very truly yours,

                                        CLECO POWER LLC



                                        By: /s/ Dilek Samil
                                           -------------------------------------
                                           Name: Dilek Samil
                                           Title: Senior VP Finance - CFO


The foregoing Agreement is hereby
confirmed and accepted as of the date hereof.

EDWARD D. JONES & CO., L.P.



By: /s/ Kevin E. Sprouse
   -------------------------------
   Name:  Kevin E. Sprouse
   Title:  Director


A.G. EDWARDS & SONS, INC.



By: /s/ James E. Hodapp
   -------------------------------
   Name:  James E. Hodapp
   Title:  Vice President

                                       21
<PAGE>

                                  SCHEDULE I




   NAME OF UNDERWRITER                       PRINCIPAL AMOUNT OF
   -------------------                             IQ NOTES
                                                   --------

Edward D. Jones & Co., L.P.                       $30,000,000

A.G. Edwards & Sons, Inc.                         $20,000,000

                                                  -----------

                                                  $50,000,000
                                                  ===========

                                       22