0000950129-05-011397 Sample Contracts

Cleco Power LLC $150,000,000 6.50% Notes due December 1, 2035 Underwriting Agreement
Cleco Power LLC • November 28th, 2005 • Electric services • New York

Cleco Power LLC, a Louisiana limited liability company (the “Company”) confirms its agreement with J.P. Morgan Securities Inc., BNY Capital Markets, Inc., Calyon Securities (USA) Inc., Comerica Securities, Inc. and Wedbush Morgan Securities Inc. (the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 8 hereof) as follows:

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