Amendment No. 1 to Cleco Corporation 2000 Long-Term Incentive Compensation Plan (Elimination of Restricted Stock Award)
Cleco Corporation has amended its 2000 Long-Term Incentive Compensation Plan to eliminate the option of awarding restricted stock to certain nonemployee members of its Board of Directors. This change, approved by the Board on December 12, 2003, updates the plan to remove the provision for restricted stock awards, as permitted by the plan's amendment procedures. The amendment is effective as of the approval date and was executed by a senior company officer.
Exhibit 10(a)
| CLECO CORPORATION |
| 2000 LONG-TERM INCENTIVE COMPENSATION PLAN |
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| Amendment No. 1 |
| (Elimination of Restricted Stock Award) |
Whereas, Cleco Corporation, a corporation organized and existing under the laws of the State of Louisiana (the "Company"), adopted the 2000 Long-Term Incentive Compensation Plan (the "LTIP"), which plan was approved by the shareholders of the Company on April 28, 2000;
Whereas, the Company now desires to amend the LTIP to eliminate the award of restricted stock thereunder with respect to certain nonemployee members of the Board of Directors of the Company;
Whereas, Section 12.1 of the LTIP permits the Board of Directors of the Company to amend the LTIP, subject to any limitations imposed by applicable law;
Now, Therefore, effective as of December 12, 2003, Section 11.2 of the LTIP shall be amended and restated in its entirety as follows:
"11.2 Restricted Stock Awards. This section intentionally left blank."
This Amendment No. 1 was approved by the Board of Directors of the Company on December 12, 2003, to be effective as of the dates set forth above.
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| CLECO CORPORATION |
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| By: /s/ Catherine C. Powell |
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| Its: Sr. V.P. - Corporate Services |
