exhibit10b3.htm


    
      

      

    

    
      EXHIBIT
10(b)(3)


      CLECO
CORPORATION

      401(k)
SAVINGS AND INVESTMENT PLAN

      STOCK
TRUST AGREEMENT

      


      AMENDMENT
NO. 1

      


      WHEREAS, Cleco Corporation
(“Cleco”) maintains the 401(k) Savings and Investment Plan Stock Trust Agreement
in connection with the 401(k) Savings and Investment Plan, as the same has been
amended from time to time (the “Plan”), such trust most recently amended and
restated effective as of August 1, 1997 (the “Trust Agreement”);

      


      WHEREAS, the Board of
Directors of Cleco possesses the authority to amend the Trust Agreement,
pursuant to Article Thirteenth thereof;

      


      NOW, THEREFORE, BE IT
RESOLVED, effective as of January 1, 1999, the Trust Agreement shall be
amended as follows:

      


      I.

      


      The fifth and sixth paragraphs of
Article Second, entitled “Investment Powers,” shall be amended and restated in
their entirety as follows:

      


      
        	
                 
      

              	
                Except
      in the event of a tender or exchange offer as hereinafter provided, or in
      the case of fractional shares received in any stock dividend, stock split
      or other recapitalization or as is necessary to make any distribution or
      payment from the Trust Fund, or unless expressly provided by ERISA, the
      Trustee shall have no power or duty to sell, tender, exchange or otherwise
      dispose of any of the stock held in the Fund (the securities held in such
      fund to constitute Company Stock within the meaning of Section 1.10 of the
      Plan).  In the event that a tender or exchange offer is made for
      all or any portion of the stock held in the Company Stock Fund, the
      Trustee shall tender or exchange such shares only upon receipt of and in
      accordance with the directions of the Administrator.  All
      property received in exchange for such Company Stock so tendered shall be
      held by the Trustee in the Fund subject to the terms and conditions of
      this Trust Agreement, which agreement shall be deemed amended to permit
      the holding of such property within such
Fund.

              


      

      


      II.

      


      Article Fourth, paragraph (3) of the
Trust Agreement shall be amended and restated in its entirety as
follows:

      


      (3)  power to
vote in person or by proxy at corporate or other meetings and to participate in
or consent to any voting trust, reorganization, dissolution, merger or other
action affecting securities in its possession or the issuers thereof; provided, however, that each
Participant in the Plan who has an interest in the Company Stock Fund or in
Company Stock allocated to his or her ESOP account shall be entitled to


       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      (4)    
direct the Trustee as to the manner in which Company Stock having voting rights
which is allocated to such Participant’s Accounts is to be voted.  The
Trustee, itself or by its nominee, shall be entitled to vote and shall vote said
stock with voting rights allocated to the Accounts of said Participants as
follows:  (i) the Company shall adopt reasonable measures to notify
said Participants of the date and purposes of each meeting of stockholders of
the Company at which holders of shares of stock shall be entitled vote, and to
request instructions from such Participants to the Company, its agent or the
Trustee as to the voting at such meeting of the number of shares of Company
Stock (including fractional shares) in the account of each such Participant,
whether or not vested, (ii) in each case, the Trustee, itself or by proxy, shall
vote the shares of said stock (including fractional shares) in the account of
each such Participant in accordance with the directions of the Participant as
communicated directly to the Trustee or to the Trustee by the Company or its
agent, and (iii) if prior to the time of such meeting of stockholders (or a date
prior thereto specified by the Trustee), the Trustee shall not have received
timely directions from a Participant as to the manner of voting any shares of
allocated stock in the Accounts of such Participant, the Trustee shall not vote
such shares.  The Trustee shall vote shares of stock held in the Stock
Suspense Account in accordance with the instructions of the
Administrator.

      
 

      THIS AMENDMENT has been
executed in multiple counterparts, each of which shall has been deemed an
original, this 15th
day of February, 1999.

      


      
        	 
      	
                CLECO
      CORPORATION

              
	 
      	 
      
	 
      	
                By:  /s/ Gregory L.
      Nesbitt                         

              
	 
      	 
      
	 
      	
                Its:  Chairman and Chief Executive
      Officer

              


      

      


      REVIEWED AND ACCEPTED by UMB
Bank, N.A., a national banking association with its principal place of business
at Kansas City, Missouri, appointed as the trustee under the Trust
Agreement.

      


      
        	 
      	
                UMB
      BANK, N.A.

              
	 
      	 
      
	 
      	
                By:  /s/ William A.
      Hann                            

              
	 
      	 
      
	 
      	
                Its:  Senior Vice
      President                          

              
	 
      	 
      
	 
      	
                Date:  March 17,
      1999                                

              


      

      


      


      


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