CLECO POWER LLC
Exhibit
10(b)
401(k)
SAVINGS AND INVESTMENT PLAN
AMENDMENT
NO. 3
WHEREAS,
Cleco
Power LLC (“Cleco Power” or “Company”) maintains the Cleco Power LLC 401(k)
Savings and Investment Plan Stock Trust Agreement in connection with the Cleco
Power LLC 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 Managers of Cleco Power possesses the authority to amend the Trust Agreement,
pursuant to Article Thirteenth thereof;
NOW,
THEREFORE, effective
as of January 1, 2007, the Trust Agreement is amended as follows:
The
fifth
paragraph of Article Second, entitled “Investment Powers,” is amended and
restated in its entirety as follows:
Except
(a) in the event of a tender or exchange offer as hereinafter provided, (b)
in
the case of fractional shares received in any stock dividend, stock split or
other recapitalization, (c) as is necessary to make any distribution or payment
from the Trust Fund, (d) if the Board of Managers of the Company directs the
Trustee to exercise any conversion right, or (e) unless expressly provided
by
ERISA, the Trustee shall have no power or duty to sell, tender, exchange or
otherwise dispose of any of the Company stock held in the Trust Fund (the
securities held in such Trust 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 Company Stock held in the Trust
Fund, the Trustee shall tender or exchange such shares only on 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
Trust 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.
THIS
AMENDMENT
may be
executed in multiple counterparts, each of which shall has been deemed an
original.
| CLECO POWER LLC | |
| By: /s/ X.X. Xxxxxxxxx | |
|
Its:
Sr.
Vice President - Corporate Services
|
|
| Print Name: Xxxxxx X. Xxxxxxxxx | |
| Date: March 16, 2007 |
REVIEWED
AND ACCEPTED by
JPMorgan Chase Bank, appointed as the trustee under the Trust
Agreement.
|
JPMORGAN
CHASE BANK
|
|
| By: /s/ Xxxxx X. Xxxxxxx | |
|
Its: Vice
President
|
|
| Print Name: Xxxxx X. Xxxxxxx | |
|
Date:
April 25, 2007
|
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