exhibit101.htm


     

    
      

      

    

    
      Exhibit
        10.1

      


      Cleco
        Corporation

      Summary
        of Director Compensation, Benefits and Policies

      As
        Approved by the Board of Directors on July 23, 2004 and

      Last
        Revised on July 20, 2007

      


      
        	
                Annual
                  Retainer

              	
                Each
                  non-management director receives an annual retainer of
                  $25,000.  This retainer is paid in quarterly installments of
                  $6,250.  Effective January 1, 2008, the annual retainer will
                  increase to $35,000 and will be paid in quarterly installments
                  of
                  $8,750.  The non-management Chairman of the Board receives an
                  additional annual retainer of $75,000.  Effective January 1,
                  2008, the additional annual retainer for the non-management Chairman
                  of
                  the Board will increase to $85,000.

              


      

      


      
        	
                 

              	
                Each
                  non-management director who is chairman of a board committee receives
                  an
                  additional annual fee of $5,000, except the chairman of the Executive
                  Committee, who does not receive any additional compensation for
                  holding
                  that position, and the chairman of the Audit Committee.  The
                  chairman of the Audit Committee receives an additional annual fee
                  of
                  $10,000, which reflects the increased responsibilities of this
                  position as
                  a result of the Sarbanes-Oxley Act of 2002.  Effective January
                  1, 2009, the additional annual fee for the Audit Committee chairman
                  will
                  increase to $12,500.  The total annual retainer may be paid, at
                  the election of each director, in the form of cash, Cleco common
                  stock, or
                  a combination of both cash and
                  stock.

              


      

      


      
        	
                Meeting
                  Fees

              	
                Each
                  non-management director receives meeting fees as follows: (1) $1,750
                  for
                  each in-person board meeting attended; (2) $1,500 for each in-person
                  Audit
                  Committee meeting attended; (3) $1,350 for each in-person other
                  committee
                  meeting attended; and (4) $500 for each telephone conference meeting
                  of
                  the board or one of its committees attended, including informal
                  telephone
                  conference meetings.  Meeting fees may be paid, at the election
                  of each director, in the form of cash, Cleco common stock, or a
                  combination of both cash and stock.

              


      

      


      
        	
                 

              	
                Effective
                  January 1, 2009, each non-management director will receive meeting
                  fees as
                  follows: (1) $1,750 for each in-person board meeting attended;
                  (2) $1,750
                  for each in-person Audit Committee meeting attended; (3) $1,500
                  for each
                  in-person other committee meeting attended; and (4) $500 for each
                  telephone conference meeting of the board or one of its committees
                  attended, including informal telephone conference
                  meetings.

              


      

       

      
        
          
            
            

          

          
            
            

            
              

               

            

          

          
            
              Corporate
                Governance Guidelines

              Page 2
                of 3

            

          

        

      

       

      
        	
                 

              	
                The
                  Chairman of the Board is not paid for attendance at meetings (whether
                  in
                  person or by phone) of committees on which he does not serve, except
                  quarterly phone meetings of the Audit Committee for review of the
                  Form
                  10-K and/or Form 10-Q.  Nor is the Chairman compensated for
                  meetings not associated with Board or committee meetings or for
                  regular
                  on-site visits to Cleco to receive updates from the management
                  staff.

              


      

      


      
        	
                Special
                  Services

              	
                While
                  expected to occur infrequently, when a non-management  director
                  is requested to perform special services considered to be beyond
                  the scope
                  of the director's normal duties, each day spent performing those
                  duties
                  shall be considered the equivalent of attending a Board or committee
                  meeting for purposes of director compensation. Normally compensation
                  for such matters will be appropriate only if the director is required
                  to
                  spend more than four hours on the matter and associated travel.
                   Examples, not inclusive, of such activities would be participating
                  in the interview process for potential new Board candidates and/or
                  members
                  of senior management and working with consultants to the
                  Board.  Determinations as to the applicability of compensation
                  to a particular circumstance will be reviewed on a case-by-case
                  basis by
                  the President / CEO and the Corporate
                  Secretary.

              


      

      


      
        	
                Expenses

              	
                Directors
                  are reimbursed for travel and related expenses incurred for attending
                  meetings of the Board of Directors and board committees, including
                  costs
                  related to spousal travel, as well as for any special services
                  as
                  described above.  This reimbursement includes the cost of first
                  class air fare as authorized by Cleco’s
                  CEO.

              


      

      


      
        	
                 

              	
                As
                  noted above, spousal travel for directors has been
                  approved and authorized by Cleco’s CEO.  Therefore,
                  reimbursement by Cleco to directors for all costs related to spousal
                  travel will be allowed.  Such costs will be charged to a
                  specific account to allow for proper tax treatment by the
                  Company.  

              


      

      


      
        	
                Restricted
                  Stock

              	
                Each
                  non-management director receives an annual restricted stock award
                  of Cleco
                  common stock valued at $40,000, not to exceed 5,000 shares of stock
                  in any
                  year.  Effective January 1, 2008, this annual restricted stock
                  award of Cleco common stock will increase to a value of
                  $50,000.  The grant date of the award will be the date of the
                  January Board meeting each year, and the valuation date of the
                  stock will
                  be the first trading day of the year.  The number of shares to
                  be issued will be determined by dividing 85% of the stock price
                  on the
                  valuation date into $40,000 ($50,000 effective January 1,
                  2008).  Directors are not required to provide any consideration
                  in exchange for the restricted stock
                  award.  

              


      

       

       

      
        
           

        

        
           

          
            
              
 

          

        

        
          Corporate
            Governance Guidelines

            Page
              3 of
              3

          

        

      

       

       

      
        
          	
                   

                	
                  Restrictions
                    on the stock subject to the award lapse after a six-year period
                    measured
                    from the date of the award or at the director’s retirement if earlier, and
                    the stock cannot be sold or transferred during this
                    period.

                


        

         

      

      
        	
                Stock
                  Ownership

              	
                Cleco
                  has adopted stock ownership guidelines for
                  directors.  Under the guidelines, Cleco recommends that its
                  current directors own common stock of Cleco having a value equal
                  to at
                  least five times the annual Board retainer.  New directors
                  will have three years following their election to the Board to
                  meet this
                  recommended stock ownership level, and current directors will have
                  three
                  years following each increase in the annual Board retainer to meet
                  this
                  recommended stock ownership level.  The intent of the
                  guidelines is to encourage stock ownership by directors and not to
                  force a director to purchase more stock, if and when the stock
                  price
                  declines.  Where the guidelines are not met within the
                  applicable time, the matter will be reviewed by the Nominating
                  /
                  Governance Committee, which may determine to waive the guidelines
                  or to
                  make an appropriate recommendation to the
                  Board.

              


      

      


      
        	
                
                  Deferred

                

              	
                 

              


      

      
        	
                
                  Compensation

                

              	
              


      

      
        	
                Plan

              	
                A
                  non-management director may elect to participate in a deferred
                  compensation plan and defer the receipt of all or part of his or
                  her fees
                  and restricted stock.  Benefits are equal to the amount credited
                  to each director’s individual account based on compensation deferred plus
                  applicable investment returns.  Accounts are payable when a
                  director ceases to serve on the Board or attains a specified
                  age.  

              


      

      


      
        	
                
                  Life
                    Insurance/

                

              	
              


      

      
        	
                       
                  Disability Plan

              	
                Cleco
                  provides its non-management directors with $200,000 of life insurance
                  and
                  permanent total disability coverage under a group accidental death
                  and
                  dismemberment plan maintained by Cleco Power LLC, a wholly owned
                  subsidiary of Cleco.  This coverage is terminated at the time
                  the director ceases to serve on the Board.  Coverage may not be
                  continued, even if the departing director agrees to pay the
                  premium.

              


      

      


      
        	
                
                  Management

                

              	
              


      

      
        	
                 

              	
                Directors

              	
                Directors
                  who are Cleco employees receive no additional compensation for
                  serving as
                  a director.