Exhibit 10(AA)(5) - Powell - Executive Employment Agreement







EXHIBIT 10(AA)(5)


 


CLECO CORPORATION 


EXECUTIVE EMPLOYMENT AGREEMENT

(Level 1)




            THIS
AGREEMENT (the "Agreement") is entered into as of this 1st day
of January, 2002, by and between Catherine C. Powell ("Executive"), and
Cleco Corporation, a Louisiana corporation (the "Company"), and is intended to
amend and restate, with the exception of the term defined therein, that certain
Executive Severance Agreement between Cleco Corporation and Executive,
initially effective as of July 28, 2000.




1.  EMPLOYMENT AND TERM




            1.1       Position. 
The Company shall employ and retain Executive as its Senior Vice President
Employee and Corporate Services or in such other capacity or capacities as
shall be mutually agreed upon, from time to time, by Executive and the Company,
and Executive agrees to be so employed, subject to the terms and conditions set
forth herein.  Executive's duties and responsibilities shall be those assigned
to her hereunder, from time to time, by the Chief Executive Officer of the
Company and shall include such duties as are the type and nature normally
assigned to similar executive officers of a corporation of the size, type and
stature of the Company.  Executive shall report to the Chief Executive
Officer.  




            1.2       Concurrent
Employment.  During the term of this Agreement, Executive and the Company
acknowledge that Executive may be concurrently employed by the Company and a
subsidiary or other entity with respect to which the Company owns (within the
meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the
"Code")) 50% or more of the total combined voting power of all classes of stock
or other equity interests (an "Affiliate"), and that all of the terms and
conditions of this Agreement shall apply to such concurrent employment. 
Reference to the Company hereunder shall be deemed to include any such
concurrent employers. 




            1.3       Full
Time and Attention.  During the term of this Agreement and any extensions
or renewals thereof, Executive shall devote her full time, attention and
energies to the business of the Company and will not, without the prior written
consent of the Chief Executive Officer of the Company, be engaged (whether or
not during normal business hours) in any other business or professional
activity, whether or not such activities are pursued for gain, profit or other
pecuniary advantage.  




            Notwithstanding
the foregoing, Executive shall not be prevented from (a) engaging in any civic
or charitable activity for which Executive receives no compensation or other
pecuniary advantage, (b) investing her personal assets in businesses which do
not compete with the Company, provided that such investment will not require
any services on the part of Executive in the operation of the affairs of the
businesses in which investments are made and provided further that Executive's
participation in such businesses is solely that of an investor, or (c)
purchasing securities in any corporation whose securities are regularly traded,
provided that such purchases 



 will
not result in Executive owning beneficially at any time 5% or more of the
equity securities of any corporation engaged in a business competitive with
that of the Company. 




            1.4       Term. 
Executive's employment under this Agreement shall commence as of July 28, 2000
(the "Effective Date"), and shall terminate on July 28, 2003 (such date or the
last day of employment specified in any renewal or amendment hereof referred to
herein as the "Termination Date") (the period commencing as of the Effective
Date and ending as of the Termination Date referred to herein as the
"Employment Term").  




            Commencing
on the second anniversary of the Effective Date and each anniversary
thereafter, Executive's employment shall automatically be extended for an
additional one‐year period; provided, however, that either party may provide
written notice to the other that the Employment Term will not be further
extended, such notice to be provided not later than 30 days prior to the end of
the then current Employment Term.  




2.  COMPENSATION AND BENEFITS




            2.1       Base
Compensation.  The Company shall pay Executive an annual salary equal to
her annual base salary in effect as of the Effective Date, such amount shall be
prorated and paid in equal installments in accordance with the Company's
regular payroll practices and policies and shall be subject to applicable
withholding and other applicable taxes (Executive's "Base Compensation"). 
Executive's Base Compensation shall be reviewed no less often than annually and
may be increased or reduced by the Board of Directors of the Company (the "Board"),
in its sole discretion; provided, however, that Executive's Base Compensation
may not be reduced at any time unless such reduction is part of a reduction in
pay uniformly applicable to all officers of the Company.  




            2.2       Annual
Incentive Bonus.  In addition to the foregoing, Executive shall be eligible
for participation in the Annual Incentive Compensation Plan or similar bonus
arrangement maintained by the Company or an Affiliate or such other bonus or
incentive plans which the Company or its Affiliates may adopt, from time to
time, for similarly situated executives (an "Incentive Bonus").  




            2.3       Long-Term
Incentives.  In addition to the foregoing, Executive shall be eligible for
participation in the 2000 Long-Term Incentive Compensation Plan maintained by
the Company and such other long-term incentive plans which the Company or its
Affiliates may adopt, from time to time, for similarly situated executives (a
"Long-Term Incentive").




            2.4       Supplemental
Retirement Benefit.  In addition to the foregoing, Executive shall be
eligible to participate in the Supplemental Executive Retirement Plan
maintained by Cleco Utility Group Inc. or such other supplemental retirement
benefit plans which the Company or its Affiliates may adopt, from time to time,
for similarly situated executives (the "Supplemental Plan").




Page 2



             2.5       Other
Benefits. During the term of this Agreement and in addition to the amounts
otherwise provided herein, Executive shall participate in such plans, policies,
and programs as may be maintained, from time to time, by the Company or its
Affiliates for the benefit of senior executives or employees, including,
without limitation, profit sharing, life insurance, and group medical and other
welfare benefit plans.  Any such benefits shall be determined in accordance
with the specific terms and conditions of the documents evidencing any such
plans, policies, and programs. 




            2.6       Reimbursement
of Expenses.   The Company shall reimburse Executive for such reasonable
and necessary expenses as are incurred in carrying out her duties hereunder,
consistent with the Company's standard policies and annual budget.  The
Company's obligation to reimburse Executive hereunder shall be contingent upon
the presentment by Executive of an itemized accounting of such expenditures.




3.  TERMINATION




            3.1       Termination
Payments to Executive.  As set forth more fully in this Section 3 and
except as provided in Sections 3.3 or 3.8 hereof, Executive shall be paid the
greater of the amounts or benefits set forth below or the amounts or benefits
provided under the terms of the separate plan or arrangement maintained by the
Company (or its Affiliates) on account of termination of employment hereunder:




            a.         Executive's Base
Compensation accrued but not yet paid as of the date of her termination.  




            b.         Executive's Base
Compensation payable until the Termination Date (determined without regard to
the automatic renewal provisions of Section 1.4 hereof), but not less than 100%
of such annual Base Compensation.




            c.         Executive's Incentive
Bonus payable with respect to the year of her termination, prorated to reflect
Executive's actual period of service during such year. 


            d.         Executive's Incentive Bonus payable in the
target amount for the year in which her termination of employment occurs. 




            e.         If Executive's
principal office is located in Pineville, Louisiana, the Company shall, at the written request of
Executive:




i.          Purchase her principal
residence if such residence is located within 60 miles of the Company's
Pineville, Louisiana office (the "Principal Residence") for an amount equal to
the greater of (1) the purchase price of such Principal Residence plus the
documented cost of any capital improvements to the Principal Residence made by
Executive, or (2) the fair market value of such Principal Residence as
determined by the Company's usual relocation practice; and 


Page 3






ii.                  
Pay or reimburse Executive for the
cost of relocating Executive, her family and their household goods and other
personal property, in accordance with the Company's usual relocation practice,
to any location in the United States.  




Notwithstanding the foregoing, the Company shall not
be obligated hereunder, unless, within 12 months after the termination of her
employment with the Company (and its Affiliates), the Company is requested to
purchase such Principal Residence or Executive has actually relocated from the
Pineville, Louisiana area.




            f.          If Executive
and/or her dependents elects to continue group medical coverage, within the
meaning of Code Section 4980B(f)(2), with respect to a group health plan
sponsored by the Company or an Affiliate (other than a health flexible spending
account under a self-insured medical reimbursement plan described in Code
Sections 125 and 105(h)), the Company shall pay the continuation coverage
premium for the same type and level of group health plan coverage received by
Executive and her electing dependents immediately prior to such termination of
Executive's employment for the maximum period provided under Code Section 4980B
or until the Executive secures other employment where group health insurance is
provided, whichever period is shorter. 




            g.         Executive shall
be fully vested for purposes of any service or similar requirement imposed
under the Cleco Utility Group Inc. Supplemental Executive Retirement Plan (the
"Supplemental Plan"), regardless of the actual number of years of
service attained by Executive.  




Except
as expressly provided in Section 3.3 hereof, Executive shall also be entitled
to receive such compensation or benefits as may be provided under the terms of
a separate plan or amendment maintained by the Company (or its Affiliates) to
the extent such compensation or benefits are not duplicative of the
compensation or benefits described above.




            3.2       Termination
for Death or Disability.  If
Executive dies or becomes disabled during the Employment Term, this Agreement
and Executive's employment hereunder shall immediately terminate and the
Company's obligations hereunder shall automatically cease.  In such event, the
Company shall pay to Executive (or her estate) the amounts described in
Sections 3.1a and 3.1c hereof.  Payment shall be made in the form of one or
more single-sums as soon as practicable after Executive's death or disability
or as and when such amounts are ascertainable.




            For
purposes of this Section 3.2, Executive shall be deemed "disabled" if she is
actually receiving benefits or is eligible to receive benefits under the
Company's (or an Affiliate's) separate long-term disability plan. The Board
shall determine whether Executive is disabled hereunder.




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             3.3       Company's
Termination for Cause.  This Agreement and Executive's employment hereunder
may be terminated by the Company on account of Cause.  In such event, the
Company shall pay to Executive the amount described in Section 3.1a hereof. 
Payment shall be made in the form of a single-sum not later than three days
after such termination.  Notwithstanding any provision of this Agreement or any
other plan, policy or agreement evidencing any other compensation arrangement
or benefit payable to Executive, no additional amount shall be paid to
Executive, except as may be required by law.




            For
purposes of this Agreement "Cause" means that Executive has:




            a.         Committed an
intentional act of fraud, embezzlement or theft in the course of her employment
or otherwise engaged in any intentional misconduct which is materially
injurious to the Company's (or an Affiliate's) financial condition or business
reputation;




          b.         Committed
intentional damage to the property of the Company (or an Affiliate) or
committed intentional wrongful disclosure of Confidential Information (as
defined in Section 5.2) which is materially injurious to the Company's (or an
Affiliate's) financial condition or business reputation; 




            c.         Intentionally
refused to perform the material duties of her position; or




            d.         A material breach
of this Agreement by Executive.




No
act or failure to act on the part of Executive will be deemed "intentional" if
it was due primarily to an error in judgment or negligence, but will be deemed
"intentional" only if done or omitted to be done by Executive not in good faith
and without reasonable belief that her action or omission was in the best
interest of the Company (or an Affiliate).  




            The
Board, acting in good faith, may terminate Executive's employment hereunder on
account of Cause (or may determine that any termination by the Company is on
account of Cause).  The Board shall provide written notice to Executive,
including a description of the specific reasons for the determination of
Cause.  Executive shall have the opportunity to appear before the Board, with
or without legal representation, to present arguments and evidence on her
behalf.  Following such presentation (or upon Executive's failure to appear), the
Board, by an affirmative vote of not less than 66% of its members, shall
confirm that the actions or inactions of Executive constitute Cause hereunder.




            3.4       Executive's
Constructive Termination. Executive may terminate this Agreement and her
employment hereunder on account of a Constructive Termination upon 30 days
prior written notice to the Chief Executive Officer (or such shorter period as
may be agreed upon by the parties hereto.)  In such event, the Company shall
provide to Executive (a) the amount described in Section 3.1a hereof, payable
not later than three days after her termination of employment, (b) the amounts
determined under Sections 3.1b and 3.1d hereof, payable in not more than two
equal installments, one-half not later than 30 days after termination and the
other 




Page 5



 one-half
six months after such termination, and (c) the benefits described in Sections
3.1e, 3.1f and 3.1g hereof.




            For
purposes of this Agreement, "Constructive Termination" means:




            a.         A material
reduction (other than a reduction in pay uniformly applicable to all officers
of the Company) in the amount of Executive's Base Compensation; 




           b.         A material
reduction in Executive's authority, duties or responsibilities from those
contemplated in Section 1.1 of this Agreement; or




            c.         A material breach
of this Agreement by the Company or its Affiliates.




No
event or condition described in this Section 3.4 shall constitute a
Constructive Termination unless (a) Executive promptly gives the Company notice
of her objection to such event or condition, which notice may be provided
orally or in writing to the Chief Executive Officer or his designee, (b) such
event or condition is not corrected by the Company promptly after receipt of
such notice, but in no event more than 30 days after receipt of notice, and (c)
Executive resigns her employment with the Company (and all Affiliates) not more
than 15 days following the expiration of the 30-day period described in
subparagraph (b) hereof.  




            3.5       Termination
by the Company, without Cause.  The Company may terminate this Agreement
and Executive's employment hereunder, without Cause, upon 30 days prior written
notice to Executive (or such shorter period as may be agreed upon by Executive
and the Chief Executive officer).  In such event, the Company shall provide to
Executive (a) the amount described in Section 3.1a hereof, payable not later
than three days after such termination, (b) the amounts determined under
Sections 3.1b and 3.1d hereof, payable in not more than two equal installments,
one-half not later than 30 days after termination and the other one-half six
months after such termination, and (c) the benefits described in Sections 3.1e,
3.1f and 3.1g hereof.


            3.6       Termination
by Executive.  Executive may terminate this Agreement and her employment
hereunder, other than on account of Constructive Termination, upon 30 days
prior written notice to the Company or such shorter period as may be agreed
upon by the Chief Executive Officer and Executive.  In such event, the Company
shall pay to Executive the amount described in Section 3.1a hereof.  Payment
shall be made in the form of a single-sum not later than three days after such
termination.  No additional payments or benefits shall be due hereunder, except
as may be provided under a separate plan, policy or program evidencing such
compensation arrangement or benefit or as may be required by law.




            3.7       Return
of Property.  Upon termination of this Agreement for any reason, Executive 
shall promptly return to the Company all of the property of the Company (and
its Affiliates), including, without limitation, automobiles, equipment,
computers, fax machines, portable telephones, printers, software, credit cards,
manuals, customer lists, financial data, letters, notes, notebooks, reports and
copies of any of the above and any Confidential 




Page 6



 Information
(as defined in Section 5.2 hereof) that is in the possession or under the
control of Executive. 




            3.8       Consideration
for Other Agreements.  Executive acknowledges that all or a portion of the
amount payable under Section 3.1d hereof is in excess of the amount otherwise
due or payable under the Annual Incentive Compensation Plan and that the
payment of such excess amount shall constitute adequate consideration for the
execution of such separate waivers or releases as the Company (or Affiliate)
may request Executive to execute in connection with the termination of her
employment hereunder.  Executive agrees that failure to execute any such waiver
or release within the time request by the Company shall result in the
forfeiture of the excess amount payable under Section 3.1d hereof.




4.  CHANGE IN CONTROL AND BUSINESS TRANSACTION




            4.1       Definitions.
 The terms "Change in Control" and "Business Transaction" shall have
the meanings ascribed to them in the Cleco Corporation 2000 Long-Term Incentive
Compensation Plan, as the same may be amended from time to time.




            The
term "Good Reason," when used herein, shall mean that in connection with a
Change in Control: 




            a.         Executive's Base
Compensation in effect immediately before such Change in Control is reduced or
there is a significant reduction or termination of Executive's rights to any
employee benefit in effect immediately prior to the Change in Control;




            b.         Executive's
authority, duties or responsibilities are significantly reduced from those
contemplated in Section 1.1 hereof or Executive has reasonably determined that,
as a result of a change in circumstances that significantly affects her
employment with the Company (or an Affiliate), she is unable to exercise the
authority, power, duties and responsibilities contemplated in Section 1.1
hereof;




            c.         Executive is
required to be away from her office in the course of discharging her duties and
responsibilities under this Agreement significantly more than was required
prior to the Change in Control; or




            d.         Executive is
required to transfer to an office or business location located more than 60
miles from the location to which she was assigned prior to the Change in
Control.




No
event or condition described in this Section 4.1 shall constitute Good Reason
unless (a) Executive gives the Company notice of her objection to such event or
condition within a reasonable period after Executive learns of such event,
which notice may be delivered orally or in writing to the Chief Executive
Officer (or his designee), (b) such event or condition is not promptly
corrected by the Company, but in no event later than 30 days after receipt of
such 




Page 7



 notice,
and (c) Executive resigns her employment with the Company (and its Affiliates)
not more than 60 days following the expiration of the 30-day period described
in subparagraph (b) hereof.




            4.2       Termination
In Connection With a Change in Control.  If Executive's employment
described herein is terminated by the Company, without Cause (as defined in
Section 3.3 hereof), or Executive terminates her employment hereunder for Good
Reason at any time within the 60-day period preceding or 36-month period
following such Change in Control, then notwithstanding any provision of this
Agreement to the contrary and in lieu of any compensation or benefits otherwise
payable hereunder:




            a.         The Company shall
pay to Executive the amount described in Section 3.1a in the form of a
single-sum not later than three days after such termination.


            b.         The Company shall
pay an amount equal to three times Executive's "base amount," payable in the
form of a single-sum not later than 30 days after such termination.  For
purposes of this agreement, "base amount" is defined as the Executive's current
annual base compensation and target annual bonus.




            c.         The Company shall
provide to Executive and her dependents coverage under the Company's or an
Affiliate's group medical plan for the same type and level of health benefits
received by Executive and her dependents immediately prior to such termination
for a period of three years or until Executive and/or her dependents obtain
coverage under a reasonably satisfactory group health plan with no applicable
preexisting condition limitation, whichever comes first; such coverage to be in
addition to any coverage available to Executive and her dependents under Code
Section 4980B. 




            d.         Vesting shall be
accelerated, any restrictions shall lapse, and all performance objectives shall
be deemed satisfied as to any outstanding grants or awards made to Executive
under the 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term
Incentive Compensation Plan.  Executive shall be entitled to such additional
benefits or rights as may be provided in the documents evidencing such plans or
the terms of any agreement evidencing such grant or award.




            e.         Executive shall
be fully vested for purposes of any service or similar requirement imposed
under the Supplemental Plan, regardless of the actual number of years of
service attained by Executive.  Executive shall be credited with an additional
three years of age for purposes of determining her benefit percentage under the
Supplemental Plan, but in no event shall such benefit percentage be less than 50%;
and Executive shall be credited with an additional three years of age for
purposes of determining any reduction taken with respect to benefits commencing
before Executive's normal retirement date (as defined in such plan).




            f.          If Executive's
principal office is located in Pineville, Louisiana, the Company shall, at the written request of
Executive:




Page 8



 i.          Purchase her principal
residence if such residence is located within 60 miles of the Company's
Pineville, Louisiana office (the "Principal Residence") for an amount equal to
the greater of (1) the purchase price of such Principal Residence plus the
documented cost of any capital improvements to the Principal Residence made by
Executive, or (2) the fair market value of such Principal Residence as
determined by the Company's usual relocation practice; and 




                        ii.          Pay
or reimburse Executive for the cost of relocating Executive, her family and
their household goods and other personal property, in accordance with the
Company's usual relocation practice, to any location in the United States. 





Notwithstanding the foregoing, the Company shall not
be obligated hereunder, unless, within 12 months after the termination of her
employment with the Company (and its Affiliates), the Company is requested to
purchase such Principal Residence or Executive has actually relocated from the
Pineville, Louisiana area.




            g.         The Company shall
pay to Executive an amount equal to the Company's (including all Affiliates)
maximum matching contribution obligation under the Cleco Corporation 401(k)
Savings and Investment Plan, as the same may be amended from time to time, for
each of the three years immediately following Executive's termination of
employment, determined as if Executive was credited with at least 1,000 hours of
service in each such plan year, was employed as of the last day of each plan
year, and contributed the maximum permissible amount under Code Section 402(g)
in each such year, but determined using the amount in effect as of the date of
Executive's termination of employment; such amount shall be paid in the form of
a single-sum not later than 30 days after Executive's termination of employment
hereunder.




                        4.3       Business
Transaction. If Executive's employment hereunder is terminated (other than
on account of Cause as defined in Section 3.3 hereof) in connection with a
Business Transaction, then notwithstanding any provision of this Agreement to
the contrary, the Company shall pay or provide to Executive (a) the amount
described in Section 3.1a hereof, payable not later than three days after her
termination of employment, (b) the amounts determined under Sections 3.1b and
3.1d hereof, payable in not more than two equal installments, one-half not
later than 30 days after termination and the other one-half six months after
such termination, and (c) the benefits described in Sections 3.1e and 3.1f and
4.2e and 4.2f hereof.




4.4             

Tax Payment.
 If any payment to Executive pursuant to this
Agreement or any other payment or benefit from the Company or an Affiliate in
connection with a Change in Control or Business Transaction is subject to the
excise tax imposed under Code Section 4999 or



Page 9



 any
similar excise or penalty tax payable under any United States federal, state,
local or other law, the Company shall pay an amount to Executive such that,
after the payment by Executive of all taxes on such amount, there remains a
balance sufficient to pay such excise or penalty tax.  Executive shall submit
to the Company the amount to be paid under this Section 4.4, together with
supporting documentation.  If Executive and the Company disagree as to such
amount, an independent public accounting firm agreed upon by Executive and the
Company shall make such determination.




5.  LIMITATIONS ON ACTIVITIES




            5.1.      Consideration
for Limitation on Activities.  Executive acknowledges that the execution of
this Agreement and the payments described herein constitute consideration for
the limitations on activities set forth in this Section 5, the adequacy of
which is hereby expressly acknowledged by Executive. 


             5.2       Confidential
Information.  Executive recognizes
and acknowledges that during the terms of her employment, he will have access
to confidential, proprietary, non-public information concerning the Company and
its Affiliates, which may include, without limitation, (a) books and records
relating to operations, finance, accounting, personnel and management, (b)
price, rate and volume data, future price and rate plans, and test data, (c)
information related to product design and development, (d) computer software,
customer lists, information obtained on competitors, and sales tactics, and (e)
various other non-public trade or business information, including business
opportunities, marketing or business diversification plans, methods and processes,
and financial data and the like (collectively, the "Confidential
Information").  Executive agrees that she will not at any time, either while
employed by the Company or afterwards, make any independent use of, or disclose
to any other person or organization (except as authorized by the Company or
pursuant to court order) any of the Confidential Information.




            5.3       Non-Solicitation. 
Executive agrees that during the one-year period commencing as of the date
of voluntary termination by Executive (as described in Section 3.6 hereof) or
the involuntary termination of Executive on account of Cause (as described in
Section 3.3 hereof), she shall not, directly or indirectly, for his own benefit
or on behalf of another or to the Company's (or an Affiliate's) detriment:




            a.         Hire or offer to
hire any of the Company's (or Affiliate's) officers, employees or agents;




           b.         Persuade or
attempt to persuade in any manner any officer, employee or agent of the Company
(or an Affiliate) to discontinue any relationship with the Company; or 




            c.         Solicit or divert
or attempt to divert any customer or supplier of the Company or an Affiliate. 






Page 10



 The
provisions of this Section 5.3 shall apply in the locations set forth on
Exhibit A hereto, as the same may be amended from time to time.  Executive
acknowledges that the Company (or its Affiliates) is presently doing business
in such locations and that during the Employment Term Executive will be
required to provide services to or for the benefit of the Company (or its Affiliates)
in such locations.




            The
parties agree that each of the foregoing prohibitions is intended to constitute
a separate restriction. Accordingly, should any such prohibition be declared
invalid or unenforceable, such prohibition shall be deemed severable from and
shall not affect the remainder thereof.  The parties further agree that each of
the foregoing restrictions is reasonable in both time and geographic scope.  


             5.4       Business
Reputation.  Executive agrees that
during her employment with the Company (and its Affiliate) and at all times
thereafter, she shall refrain from performing any act, engaging in any conduct
or course of action or making or publishing an adverse, untrue or misleading
statement which has or may reasonably have the effect of demeaning the name or
business reputation of the Company or its Affiliates or which adversely affects
(or may reasonably adversely affect) the best interests (economic or otherwise)
of the Company or an Affiliate.


             5.5       Remedies.  In the event of a breach or threatened
breach by Executive of the provisions of Sections 5.2, 5.3 or 5.4 hereof,
Executive agrees that the Company shall be entitled to a temporary restraining
order or a preliminary injunction (without the necessity of posting bond in
connection therewith) and that any additional payments or benefits due to
Executive or her dependents under Sections 3 and 4 hereof shall be canceled and
forfeited.  Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedy available to it for such breach or threatened breach,
including the recovery of damages from Executive.




6.  MISCELLANEOUS




            6.1       Mitigation
Not Required.  As a condition of any payment hereunder, Executive shall not
be required to mitigate the amount of such payment by seeking other employment
or otherwise, nor will any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any other
obligation on the part of Executive under this Agreement. 




            6.2       Enforcement
of this Agreement.  In the event any dispute in connection with this
Agreement arises with respect to obligations of Executive or the Company that
were required prior to the occurrence of a Change in Control or a Business
Transaction, all costs, fees and expenses, including attorney fees, of any
litigation, arbitration or other legal action in connection with such matters
in which Executive substantially prevails, shall be borne by, and be the
obligation of, the Company. 




            After
a Change in Control or Business Transaction has occurred, Executive shall not
be required to incur legal fees and the related expenses associated with the
interpretation, 




Page 11



 enforcement
or defense of Executive's rights under this Agreement by litigation or
otherwise.  Accordingly, if, following a Change in Control or Business
Transaction, the Company has failed to comply with any of its obligations under
this Agreement or the Company or any other person takes or threatens to take
any action to declare this Agreement void or unenforceable or in any way reduce
the possibility of collecting the amounts due hereunder, or institutes any
litigation or other action or proceeding designed to deny or to recover from
Executive the benefits provided or intended to be provided under this Agreement,
Executive shall be entitled to retain counsel of Executive's choice, at the
expense of the Company, to advise and represent Executive in connection with
any such interpretation, enforcement or defense, including without limitation
the initiation or defense of any litigation, arbitration or other legal action,
whether by or against the Company or any director, officer, stockholder or
other person affiliated with the Company, in any jurisdiction.  The Company
shall pay and be solely financially responsible for any and all attorneys' and
related fees and expenses incurred by Executive in connection with any of the
foregoing, without regard to whether Executive prevails, in whole or in part. 




            In
no event shall Executive be required to reimburse the Company for any of the
costs and expenses incurred by the Company relating to arbitration, litigation
or other legal action in connection with this Agreement. 




            6.3       No
Set-Off.  There shall be no right of set‐off or counterclaim in
respect of any claim, debt or obligation against any payment to Executive
provided for in this Agreement. 




            6.4       Assistance
with Litigation.  For a period of one year after the end of the last period
for which Executive will have received any compensation under this Agreement,
Executive will furnish such information and proper assistance as may be
reasonably necessary in connection with any litigation in which the Company (or
an Affiliate) is then or may become involved. 




            6.5       Headings.  Section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.




            6.6       Entire
Agreement.  This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof,
and there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth
herein.




            6.7       Amendments. 
This Agreement may be amended or modified at any time in any or all
respects, but only by an instrument in writing executed by the parties hereto.




            6.8       Choice
of Law.  The validity of this Agreement, the construction of its terms, and
the determination of the rights and duties of the parties hereto shall be
governed by and construed in accordance with the internal laws of the State of Louisiana
applicable to contracts made to be performed wholly within such state.




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             6.9       Notices. 
All notices and other communications under this Agreement must be in
writing and will be deemed to have been duly given when (a) delivered by hand,
(b) sent by telecopier to a telecopier number given below, provided that a copy
is sent by a nationally recognized overnight delivery service (receipt
requested), or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in each case as
follows:






	
  If to Executive:

  	
  Catherine C. Powell

  232 Adams Path

  Pineville, Louisiana 71360

  

  
	
  If to the Company:

  	
  Cleco Corporation

  2030 Donahue Ferry Road

   Pineville, LA 71360

  Attention: Chief Executive Officer

  Telecopier:   (318) 484-7777

  








or
to such other addresses as a party may designate by notice to the other party.




            6.10     Assignment. 
This Agreement will inure to the benefit of and be binding upon the
Company, its Affiliates, successors and assigns, including, without limitation,
any person, partnership, company, corporation or other entity that may acquire
substantially all of the Company's assets or business or with or into which the
Company may be liquidated, consolidated, merged or otherwise combined, and will
inure to the benefit of and be binding upon Executive, her heirs, estate,
legatees and legal representatives.  If payments become payable to Executive's
surviving spouse or other assigns and such person thereafter dies, such payment
will revert to Executive's estate. 




            6.11     Severability. 
Each provision of this Agreement is intended to be severable.  In the event
that any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable, the same shall not
affect the validity or enforceability of any other provision of this Agreement,
but this Agreement shall be construed as if such invalid, illegal or
unenforceable provisions was not contained herein.  Notwithstanding the
foregoing, however, no provision shall be severed if it is clearly apparent
under the circumstances that the parties would not have entered into this
Agreement without such provision.




            6.12     Withholding.
 The Company (or an Affiliate) may withhold from any payment hereunder any
federal, state or local taxes required to be withheld.




            6.13     Survival. 
Notwithstanding anything herein to the contrary, to the extent applicable,
the obligations of the Company (and its Affiliates) under Sections 3 and 4, and
the obligations of Executive under Sections 3 and 5, shall remain operative and
in full force and effect regardless of the expiration of this Agreement.




Page 13



             6.14     Waiver.  The failure of either party to insist in any one or
more instances upon performance of any terms or conditions of this Agreement
will not be construed as a waiver of future performance of any such term,
covenant, or condition and the obligations of either party with respect to such
term, covenant or condition will continue in full force and effect. 




            THIS
AGREEMENT is executed in multiple counterparts as of the dates set forth
below, each of which shall be deemed an original, to be effective as of the
Effective Date designated above.





  



	
  CLECO CORPORATION

 

  	
  EXECUTIVE

  
	
  By:  /s/David M.
  Eppler                              

  Its:  President & CEO

  Date:3/25/2002                                            

  	
  /s/ Catherine C.
  Powell                              

  CATHERINE C. POWELL

  Date: 3/25/2002                                          

  



  



 


 


Page 14



 CLECO CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT


EXHIBIT A


            This
Exhibit A is intended to form a part of that certain Executive Employment
Agreement by and between Cleco Corporation and Catherine C. Powell,
first effective as of January 1, 2002.  The parties agree that the proscriptions set forth
in Section 5.3 thereof shall apply in the State of Louisiana,
Parishes of:






Acadia Parish

Allen Parish

Avoyelles Parish

Beauregard Parish

Calcasieu Parish

Catahoula Parish

Desoto Parish

Evangeline Parish

Grant Parish

Iberia
Parish

Jefferson Davis Parish

Lafayette Parish

Lasalle Parish

Natchitoches Parish

Rapides Parish

Red River Parish

Sabine Parish

St. Landry Parish

St. Martin Parish

St. Mary Parish

St.
Tammany Parish

Vernon
Parish

Washington Parish


Executive and the Company agree that the Company
shall amend this Exhibit A, from time to time, to eliminate Parishes in which
the Company is no longer doing business and to add Parishes in which the
Company is currently doing business.








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