0001089819-05-000060 Sample Contracts

CLECO POWER LLC
Stock Trust Agreement • November 2nd, 2005 • Cleco Power LLC • Electric services

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

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACADIA POWER PARTNERS, LLC
Limited Liability Company Agreement • November 2nd, 2005 • Cleco Power LLC • Electric services • Delaware

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment"), dated as of August 9, 2005, between Calpine Acadia Holdings, LLC, a Delaware limited liability company ("Calpine"), and Acadia Power Holdings LLC, a Louisiana limited liability company ("Acadia Holdings"), as the sole members of Acadia Power Partners, LLC, a Delaware limited liability company (the "Company").

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