Exhibit
      10(a)





**CLECO
      CORPORATION**





**EXECUTIVE
      EMPLOYMENT AGREEMENT**


**(Level
      2 - Form B with a Principal Employer)**





**THIS
      AGREEMENT** (the
“Agreement”) is entered into by and between **William
      G. Fontenot** (“Executive”)
      Cleco Corporation, a corporation organized and existing under the laws of the
      State of Louisiana (the “Company”), and each of its subsidiaries and affiliates.
      Cleco Corporation and each of its subsidiaries and affiliates shall act as
      Executive’s principal employer (the “Principal Employer”). This agreement is
      intended to amend and restate, with the exception of the term defined therein,
      that certain Executive Severance Agreement between **Cleco
      Marketing & Trading 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 **General
      Manager - Contracts & Analysis** 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 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.




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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 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 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




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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) 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.




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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
      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 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




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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
      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),




6




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





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




7




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 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.




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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 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 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




9




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, 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.




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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 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.





**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.




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**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:
              **William
                G.
                Fontenot****5107
                Bluebird Lane****Alexandria,
                LA
                71303**If
                  to the Company:
              Cleco
                Corporation2030
                Donahue
                Ferry RoadPineville,
                LA
                71360Telecopier:
                318
                484-7777Attention:
                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 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




12




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.







13





**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/ William G. FontenotCatherine
              C.
              Powell
            **William G.
              Fontenot**Its: Senior V.P., Employee & Corporate
              Services
            Date:6/19/03Date:12/17/2002







**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/
              Catherine C. PowellIts:Sr.
              V.P. - Corporate ServicesDate:6/23/2003








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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, the Principal Employer and **William
      G. Fontenot** ,
      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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