Exhibit 10(AA)(2) - Eppler Executive Employment Agreement

EXHIBIT 10(AA)(2)



 


 


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 David M. Eppler
("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 President and Chief Executive Officer
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 him hereunder, from time
to time, by the Board of Directors 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 Board of Directors.  
            


           
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 his full time, attention and energies to the business of the
Company and will not, without the prior written consent of the Board of
Directors 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 his 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 







 


securitiesin 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 his 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").


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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 his 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 his 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 his 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 his 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 his 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 


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ii.                  
Pay or reimburse Executive for the cost of relocating Executive, his 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 his 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
his 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 his
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 his 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 he or 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 his 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 his 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 his 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 his
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 his employment
hereunder on account of a Constructive Termination upon 30 days prior written
notice to the Board of Directors (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 his 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 


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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 his objection to such event or condition, which notice may be
provided orally or in writing to the Board of Directors 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 his 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
Board of Directors.)  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
his 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 Board of Directors 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 


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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 his 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 his employment with the
Company (or an Affiliate), he or 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 his office in the course of discharging his 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 he or 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 his
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
Board of Directors  (or his designee), (b) such
event or condition is not promptly 


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corrected by the Company, but in no event later than 30
days after receipt of such notice, and (c) Executive resigns his 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 his 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 his 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 his dependents immediately prior to such termination for a period
of three years or until Executive and/or his 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 his 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 his 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).


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


i.         
Purchase his 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, his 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 his 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 his 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.


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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 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 his 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 he or 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), he or 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 


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


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 his employment with the Company (and its Affiliate) and at
all times thereafter, he 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 his 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. 


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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, 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 


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construed in accordance with the
internal laws of the State of Louisiana applicable to contracts made to be
performed wholly within such state.


           
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:

  	
  David M. Eppler

  550 Hiawatha Trail

  Pineville, Louisiana 71360

   

  
	
   

  	
  If to the Company:

  	
  Cleco Corporation

  2030 Donahue Ferry Road

  Pineville, LA 71360

  Attention: Chairman, Board of Directors

  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, his 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 


Page 13








 


obligations of Executive under
Sections 3 and 5, shall remain operative and in full force and effect
regardless of the expiration of this Agreement.


 


           
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/ Catherine C.
  Powell                              

  	
  /s/ David M. Eppler                                      

  
	
  Its:  Sr. V.P. Employee & Corporate
  Services  

  	
  David M. Eppler

   

  
	
  Date:  3/25/2002               

  	
  Date:  3/26/02                     

  



 


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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 David
M. Eppler, 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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