Exhibit 10(AA)(3) - Charlton Executive Employment Agreement








EXHIBIT 10(AA)(3)


 


CLECO CORPORATION



EXECUTIVE EMPLOYMENT AGREEMENT

(Level 2 - Form B with a Principal Employer)


THIS AGREEMENT (the
"Agreement") is entered into by and between Samuel H. Charlton III
 ("Executive") Cleco Corporation, a corporation organized
and existing under the laws of the State of Louisiana (the
"Company"), and Cleco Midstream resources LLC, an affiliate
of  the Company that acts as Executive's principal employer (the
"Principal Employer"), and is intended to amend and restate, with the
exception of the term defined therein, that certain Executive Severance
Agreement between Cleco Midstream Resources LLC and Executive, initially
effective as of July 28, 2000.


1.  EMPLOYMENT AND TERM


1.1      
Position.  The Principal Employer shall employ and retain Executive as
its Sr. Vice President - Asset Management  or in such other
capacity or capacities as shall be mutually agreed upon, from time to time, by
Executive and the Principal Employer (or the Company, as the case may be), and
Executive agrees to be so employed, subject to the terms and conditions set
forth herein.  References herein to the Company shall be deemed to include
Executive's Principal Employer, unless the context clearly indicates to the
contrary.   


Executive's duties and responsibilities
shall be those assigned to him or her, from time to time, by the Chief
Financial Officer of the Company and shall include such duties as are the type
and nature normally assigned to similar executive or senior officers of a
corporation of the size, type and stature of the Principal Employer. 
Executive shall report to the Chief Financial Officer of the Company.  


1.2      
Full Time and Attention.  During the term of this Agreement and any
extensions or renewals thereof, Executive shall devote his or 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
his or 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. 









 


1.3      
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
Term 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 or 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 Chief
Executive Officer of the Company, in his 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 similarly
situated executives 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 (as
defined in Section 6.17) 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").  Such participation shall be
in accordance with the specific terms and conditions of such plan.  


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"). Such participation shall be in
accordance with the specific terms and conditions of such plan.  


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 


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may adopt, from time to time, for similarly situated
executives (the "Supplemental Plan"). Such participation shall be in
accordance with the specific terms and conditions of such plan.  


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 similarly situated 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 or 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 Section 3.3 and 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 or
her termination.  


b.        
An amount equal to 100% of Executive's Base Compensation, determined at the
time of termination, but immediately prior to any reduction in such
compensation.


c.        
An amount equal to Executive's Incentive Bonus, determined with respect to the
year of his or her termination and prorated to reflect Executive's actual
period of service during such year. 


d.        
An amount equal to Executive's Incentive Bonus, determined as the target amount
for the year in which his or her termination of employment occurs. 


e.        
The Company shall, at the written request of Executive:


i.         
Purchase his or her principal residence if such residence is located within 60
miles of the business location Executive was assigned to prior to termination 


3









 


of employment (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 or her
family and their household goods and other personal property, in accordance
with the Company's usual relocation practice, to any location in the
continental United States.  


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


f.         
If Executive and/or his 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 his or 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. 


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 agreement
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 or her estate) the compensation described in Sections 3.1a
and the additional amount described in Section 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 generally 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) 


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separate long-term disability plan or he or she is actually
receiving Social Security disability benefits. The Company shall determine
whether Executive is disabled hereunder.


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 compensation
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 or 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 his or 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 his or her action or omission was in the best interest
of the Company (or an Affiliate).  


The Company, acting in good faith, may
determine that any termination by the Company is on account of Cause.  The
Company shall provide written notice to Executive, including a description of
the specific reasons for the determination of Cause.  Executive shall have
the opportunity to present arguments and evidence on his or her behalf to the
Chief Executive Officer. Following such presentation (or upon Executive's
failure to appear) the Chief Executive Officer 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 or 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 


5









 


parties hereto).  In such event, the Company shall
provide to Executive the compensation described in Section 3.1a hereof, payable
not later than three days after his or her termination of employment and the
following: (a) the additional 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 (b) the benefits described in Sections 3.1e and 3.1f
hereof.  


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


a.        
A material reduction (other than a reduction in pay uniformly applicable to all
similarly situated executives 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 or 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 his
or 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 the compensation described in Section 3.1a
hereof, payable not later than three days after such termination, and the
following additional amounts and/or benefits: (a) 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 (b) the benefits described in Sections 3.1e
and 3.1f hereof.


3.6      
Termination by Executive.  Executive may terminate this Agreement and
his or 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
compensation 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 


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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
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 addition to
the amount otherwise due or payable under the Annual Incentive Compensation
Plan on account of a separation from service and that the payment of such
additional amount is intended to and shall constitute adequate consideration
for the execution of such separate waivers or releases as the Company (or its
Affiliates) may request Executive to execute in connection with the termination
of his or her employment hereunder.  Executive agrees that failure to
execute any such waiver or release within the time requested by the Company
shall result in the forfeiture of the additional amount payable under Section
3.1d hereof.


                       
4.  CHANGE IN CONTROL AND BUSINESS TRANSACTION


4.1      
Definitions.  The term "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 or her 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 or her office in the course of
discharging his or her duties and responsibilities under this Agreement significantly
more than was required prior to the Change in Control; or


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d.        
Executive is required to transfer to an office or business location located
more than 60 miles from the location he or she was assigned to 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 or 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, (b) such event or
condition is not promptly corrected by the Company, but in no event later than
30 days after receipt of such notice, and (c) Executive resigns his or 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 a Change in
Control occurs prior to the expiration of the Employment Term and at any time
within the 60-day period preceding or 36-month period following such Change in
Control, Executive's employment described herein is terminated by the Company,
without Cause (as defined in Section 3.3 hereof), or Executive terminates his
or her employment hereunder for Good Reason, 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 compensation 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 the benefits described in Sections 3.1e and 3.1f. 


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 or 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 


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determining any reduction taken with
respect to benefits commencing before Executive's normal retirement date (as
defined in such plan).


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
benefits as described in Section 4.2.


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 or her employment, he or she 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 


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or she shall not, directly or indirectly, for his or her
own benefit or on behalf of another or to the Principal Employer's detriment:


a.        
Hire or offer to hire any of the Principal Employer's officers, employees or
agents;


b.        
Persuade or attempt to persuade in any manner any officer, employee or agent of
the Principal Employer to discontinue any relationship with the Principal
Employer; or 


c.        
Solicit or divert or attempt to divert any customer or supplier of the
Principal Employer. 


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 Principal
Employer 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 Principal Employer 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 or her
employment with the Company (and its Affiliates) and at all times thereafter,
he or 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 his 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, 


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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 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, enforcement or
defense of Executive's rights under this Agreement by arbitration 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
reduces the possibility of collecting the amounts due hereunder, or institutes
any 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 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 or other legal action in connection with this
Agreement.


6.3      
Arbitration.  Any dispute, controversy or claim arising out of or
relating to this Agreement or Executive's employment or the termination
thereof, including, but not limited to, any claim of discrimination under state
or federal law, shall be resolved exclusively by binding arbitration in
Alexandria, Louisiana (or such other location as may be agreed to by the
parties), in accordance with the rules of the American Arbitration Association
then in effect; provided, however, that in the event of a claimed violation of
Section 5 hereof, the Company may seek injunctive or other relief specified in
Section 5.5 hereof.  Judgment may be entered on the arbitrator's award in
any court having competent jurisdiction.  


6.4      
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. 


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6.5      
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. 


6.6      
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.


6.7      
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.


6.8      
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.


6.9      
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.


6.10    
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:

  	
  Samuel
  H. Charlton III

  2916 George's Lane

  Alexandria, LA  71301

  
	
   

  	
  If
  to the Company:

  	
  Cleco
  Corporation

  2030 Donahue Ferry Road

  Pineville, LA 71360

  Telecopier:  318 484-7777

  Attention: Chief Executive Officer

  



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


6.11    
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 


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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 or 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. 


6.12    
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.


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


6.14    
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. 


6.15     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.  


6.16    
Delegation.  The Chief Executive Officer, in his discretion, may
delegate to one or more executive officers of the Company or its Affiliates all
or a portion of the power and authority granted to him or the Company
hereunder.  Such delegation shall be effective whether made orally
 or in writing.   


6.17    
Definition.  For purposes of this Agreement, "Affiliate"
shall mean one or more subsidiaries or other entities 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.


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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/
  Samuel H. Charlton
  III                           

  
	
  Catherine
  C. Powell

  	
  Samuel
  H. Charlton III

  
	
  

  Its: Senior V.P., Employee & Corporate Services

  	
  

  Date: 10/7/2002         

  
	
  Date: 
  8/28/2002          

  	
   

  




  


THIS AGREEMENT was reviewed and accepted by the
Principal Employer, as of the date set forth below, to be effective as of the
Effective Date designated above.




	
   

  	
             
  Cleco Corporation

  
	
   

  	
  By: 
  /s/ Darrell J.
  Dubroc                           

  
	
   

  	
  Its: 
  Exec. V.P. &
  COO                              

  
	
   

  	
  Date: 
  (Undated)                                         

  




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, the Principal Employer and Samuel H. Charlton III, first
effective as of the Effective Date designated above (the
"Agreement").  The parties agree that the proscriptions set
forth in Section 5.3 thereof shall apply in the State of Louisiana, Parishes
of:


           
Acadia 

            Allen

            Avoyelles

            Beauregard

            Calcasieu

            Catahoula

            DeSoto

            Evangeline

            Grant

            Iberia

            Jefferson
Davis

            Lafayette

            Natchitoches

            Rapides

            Red River

            Sabine

            St. Landry

            St. Martin

            St. Mary

            St. Tammany

            Vernon

            Washington


           
Notwithstanding Section 6.8 of the Agreement, the Principal Employer shall
possess the authority to amend this Exhibit A, from time to time, to eliminate
parishes in which the Principal Employer is no longer doing business and to add
parishes in which the Principal Employer is currently doing business, subject
to Executive's consent, which shall not be unreasonably withheld.


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