Exhibit 10(e)





Exhibit 10(e)


CLECO POWER LLC


401(k) SAVINGS AND INVESTMENT PLAN


STOCK TRUST AGREEMENT

 AMENDMENT NUMBER 3

WHEREAS,
Cleco Power LLC ("Cleco") maintains the Cleco Power LLC 401(k)
Savings and Investment Plan, as that plan has been amended from time to time
(the "Plan"); and

WHEREAS, in
connection with the Plan, Cleco maintains the Cleco Power LLC 401(k) Savings
and Investment Plan Stock Trust Agreement (the "Trust"), which Trust
was most recently amended and restated effective as of August 1, 1997; and

WHEREAS, the
Board of Managers of Cleco has the authority to amend the Trust, pursuant to
Articles TWELFTH and THIRTEENTH thereof; and

WHEREAS, in
connection with the amendment and restatement of the Plan effective as of
October 1, 2005, the Board of Managers of Cleco desires to clarify the Trustee's
investment powers.

NOW, THEREFORE,
effective as of October 1, 2005, the first sentence of the fifth
paragraph of Article SECOND of the Trust is amended to read 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
dividend, stock split or other recapitalization or as necessary to make any
distribution from the Trust Fund, payment from the Trust Fund, or investment
changes in the Trust Fund directed by the Plan Administrator, Company, or
Committee, or unless expressly prohibited by ERISA, the Trustee shall have no
power or duty to sell, tender, exchange or otherwise dispose of any of the
Company's common stock held in the Trust Fund, hereinafter referred to as the
"Company Stock Fund".

 

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan Stock Trust Agreement
	 
	
    Amendment No. 3    

    	Page 1 of 2




THIS AMENDMENT may have been executed in multiple counterparts, each
of which shall has been deemed an original.

	
    WITNESSES

     Signature:      /s/
   M. Todd Smith                     
    

    Print
  Name:     M. Todd Smith                        
    

    Signature:     /s/ 
  Patti H. Williams                    
    

    Print
  Name:     Patti H. Williams                      
    
	
    CLECO POWER LLC

     By:     /s/  G.W. Bausewine                                 
    

    Print
  Name:     George W. Bausewine                 
    

    Its:     Sr. Vice President - Corporate
  Services     

    Date:     8-2-05                                                  
    

	
     

    REVIEWED AND ACCEPTED
    by JPMorgan Chase Bank, appointed as the Trustee
  under the Trust.

     

	
    WITNESSES

    Signature:     /s/ 
  Lisa E. Glenn                         
    

    Print
  Name:     Lisa E. Glenn                           
    

    Signature:     /s/ 
  Angela Ma                             
    

    Print
  Name:     Angela Ma                               
    
	
    JPMORGAN CHASE BANK

     By:     /s/  James K. Bartley                                 
    

    Print
  Name:     James K. Bartley                         
    

    Its:     Vice President                                           
    

    Date:     10/6/05                                                 
    



 

 

	
    Cleco Power LLC 401(k) Savings and
    Investment Plan Stock Trust Agreement
	 
	
    Amendment No. 3    

    	Page 2 of 2