2004 Committee Charter : CNL

I. PURPOSE

A. The purpose of the Qualified Legal Compliance Committee (the "Committee") of the Board of Directors (the "Board") of Cleco Corporation (the "Company") is to:

1. Receive, consider and take appropriate action with respect to any report made or referred to the Committee by an attorney, of evidence of a material violation of an applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law or a similar material violation of any United States federal or state law (each a "material violation"), in each case by the Company or by any officer, director, employee or agent of the Company;

2. Otherwise fulfill the responsibilities of a qualified legal compliance committee pursuant to the provisions of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder; and

3. Perform such other duties as may be from time to time assigned to it by the Board.

B. Any terms not defined in this charter shall have the meanings ascribed to such terms in Part 205 of the Rules of the Securities and Exchange Commission, as from time to time amended.

II. COMPOSITION

The Committee shall consist of all the members of the Company's Nominating/Governance Committee. If at any time the Nominating/Governance Committee does not include a member of the Company's Audit Committee, then the then-current chair of the Audit Committee shall also be a member of this Committee. If the Board does not appoint a chairman of the Committee, the members of the Committee may designate a chairman by majority vote of all members of the Committee.

III. MEETINGS

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The chairman of the Committee, in consultation with the other members of the Committee, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this charter.

IV. AUTHORITY AND RESPONSIBILITIES

A. In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee shall have the following authority and responsibilities:

1. The Committee shall adopt written procedures for the confidential receipt, retention and consideration of any report of evidence of a material violation.

2. The Committee shall inform the chief legal officer and the chief executive officer of the Company of any report of evidence of a material violation, except in the circumstance in which the Committee believes that so informing the chief legal officer or the chief executive officer would be futile.

3. The Committee shall determine whether an investigation is necessary or desirable regarding any such report of evidence of a material violation.

4. The Committee shall (1) notify the Audit Committee of the Board or the entire Board, (2) initiate an investigation to be conducted by either the chief legal officer of the Company or by one or more outside attorneys, and (3) retain such additional expert personnel as the Committee deems necessary.

5. At the conclusion of any such investigation, the Committee shall:

a. Recommend, by majority vote, that the Company implement an appropriate response to evidence of a material violation, which response shall consist of one or more of the following: (a) a finding that no material violation has occurred, is ongoing or is about to occur; (b) the adoption of appropriate remedial measures, including appropriate steps or sanctions to stop any material violations that are ongoing, to prevent any material violation that has yet to occur, and to remedy or otherwise appropriately address any material violation that has already occurred and to minimize the likelihood of its recurrence; or (c) retaining or directing an attorney to review the reported evidence of a material violation and either (i) the Company substantially implements any remedial recommendations made by such attorney after a reasonable investigation and evaluation of the reported evidence, or (ii) the attorney advises the Company that such attorney may, consistent with his or her professional obligations, assert a colorable defense on behalf of the Company or its officers, directors, employees or agents in any investigation or judicial or administrative proceeding relating to the reported evidence of a material violation; and

b. Inform the chief legal officer, the chief executive officer and the Board of the results of the investigation and the appropriate remedial measures that it recommends be adopted.

The Committee shall have the authority and responsibility to act, by majority vote, to take all other appropriate action, including the authority to notify the Securities and Exchange Commission in the event that the Company fails in any material respect to implement an appropriate response that the Committee has recommended to the Company. The Committee is authorized, without seeking further Board approval, to retain outside attorneys and other expert personnel to assist the Committee as it deems necessary.