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**EXHIBIT 10(AA)(5)**

 

**CLECO CORPORATION **

**EXECUTIVE EMPLOYMENT AGREEMENT(Level 1)**

            **THISAGREEMENT** (the "Agreement") is entered into as of this 1st dayof January, 2002, by and between **Catherine C. Powell** ("Executive"), andCleco Corporation, a Louisiana corporation (the "Company"), and is intended toamend and restate, with the exception of the term defined therein, that certainExecutive Severance Agreement between Cleco Corporation and Executive,initially effective as of July 28, 2000.

**1.  EMPLOYMENT AND TERM**

            **1.1       Position. **The Company shall employ and retain Executive as its Senior Vice PresidentEmployee and Corporate Services or in such other capacity or capacities asshall 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 setforth herein.  Executive's duties and responsibilities shall be those assignedto her hereunder, from time to time, by the Chief Executive Officer of theCompany and shall include such duties as are the type and nature normallyassigned to similar executive officers of a corporation of the size, type andstature of the Company.  Executive shall report to the Chief ExecutiveOfficer.  

            **1.2       ConcurrentEmployment. **During the term of this Agreement, Executive and the Companyacknowledge that Executive may be concurrently employed by the Company and asubsidiary or other entity with respect to which the Company owns (within themeaning 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 stockor other equity interests (an "Affiliate"), and that all of the terms andconditions of this Agreement shall apply to such concurrent employment. Reference to the Company hereunder shall be deemed to include any suchconcurrent employers. 

            **1.3       FullTime and Attention. **During the term of this Agreement and any extensionsor renewals thereof, Executive shall devote her full time, attention andenergies to the business of the Company and will not, without the prior writtenconsent of the Chief Executive Officer of the Company, be engaged (whether ornot during normal business hours) in any other business or professionalactivity, whether or not such activities are pursued for gain, profit or otherpecuniary advantage.  

            Notwithstandingthe foregoing, Executive shall not be prevented from (a) engaging in any civicor charitable activity for which Executive receives no compensation or otherpecuniary advantage, (b) investing her personal assets in businesses which donot compete with the Company, provided that such investment will not requireany services on the part of Executive in the operation of the affairs of thebusinesses in which investments are made and provided further that Executive'sparticipation 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 

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willnot result in Executive owning beneficially at any time 5% or more of theequity securities of any corporation engaged in a business competitive withthat 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 thelast day of employment specified in any renewal or amendment hereof referred toherein as the "Termination Date") (the period commencing as of the EffectiveDate and ending as of the Termination Date referred to herein as the"Employment Term").  

            Commencingon the second anniversary of the Effective Date and each anniversarythereafter, Executive's employment shall automatically be extended for anadditional one‐year period; provided, however, that either party may providewritten notice to the other that the Employment Term will not be furtherextended, such notice to be provided not later than 30 days prior to the end ofthe then current Employment Term.  

**2.  COMPENSATION AND BENEFITS**

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

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

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

            **2.4       SupplementalRetirement Benefit. **In addition to the foregoing, Executive shall beeligible to participate in the Supplemental Executive Retirement Planmaintained by Cleco Utility Group Inc. or such other supplemental retirementbenefit 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       OtherBenefits.** During the term of this Agreement and in addition to the amountsotherwise provided herein, Executive shall participate in such plans, policies,and programs as may be maintained, from time to time, by the Company or itsAffiliates for the benefit of senior executives or employees, including,without limitation, profit sharing, life insurance, and group medical and otherwelfare benefit plans.  Any such benefits shall be determined in accordancewith the specific terms and conditions of the documents evidencing any suchplans, policies, and programs. 

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

**3.  TERMINATION**

            **3.1       TerminationPayments to Executive.**  As set forth more fully in this Section 3 andexcept as provided in Sections 3.3 or 3.8 hereof, Executive shall be paid thegreater of the amounts or benefits set forth below or the amounts or benefitsprovided under the terms of the separate plan or arrangement maintained by theCompany (or its Affiliates) on account of termination of employment hereunder:

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

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

            c.         Executive's IncentiveBonus payable with respect to the year of her termination, prorated to reflectExecutive's actual period of service during such year.** **

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

            e.         If Executive'sprincipal office is located in Pineville, Louisiana, the Company shall, at the written request ofExecutive:

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

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

Notwithstanding the foregoing, the Company shall notbe obligated hereunder, unless, within 12 months after the termination of heremployment with the Company (and its Affiliates), the Company is requested topurchase such Principal Residence or Executive has actually relocated from thePineville, Louisiana area.

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

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

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

**            3.2       Terminationfor Death or Disability**.  IfExecutive dies or becomes disabled during the Employment Term, this Agreementand Executive's employment hereunder shall immediately terminate and theCompany's obligations hereunder shall automatically cease.  In such event, theCompany shall pay to Executive (or her estate) the amounts described inSections 3.1a and 3.1c hereof.  Payment shall be made in the form of one ormore single-sums as soon as practicable after Executive's death or disabilityor as and when such amounts are ascertainable.

            Forpurposes of this Section 3.2, Executive shall be deemed "disabled" if she isactually receiving benefits or is eligible to receive benefits under theCompany's (or an Affiliate's) separate long-term disability plan. The Boardshall determine whether Executive is disabled hereunder.

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            **3.3       Company'sTermination for Cause. **This Agreement and Executive's employment hereundermay be terminated by the Company on account of Cause.  In such event, theCompany 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 daysafter such termination.  Notwithstanding any provision of this Agreement or anyother plan, policy or agreement evidencing any other compensation arrangementor benefit payable to Executive, no additional amount shall be paid toExecutive, except as may be required by law.

            Forpurposes of this Agreement "Cause" means that Executive has:

            a.         Committed anintentional act of fraud, embezzlement or theft in the course of her employmentor otherwise engaged in any intentional misconduct which is materiallyinjurious to the Company's (or an Affiliate's) financial condition or businessreputation;

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

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

            d.         A material breachof this Agreement by Executive.

Noact or failure to act on the part of Executive will be deemed "intentional" ifit 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 faithand without reasonable belief that her action or omission was in the bestinterest of the Company (or an Affiliate).  

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

            **3.4       Executive'sConstructive Termination.**Executive may terminate this Agreement and heremployment hereunder on account of a Constructive Termination upon 30 daysprior written notice to the Chief Executive Officer (or such shorter period asmay be agreed upon by the parties hereto.)  In such event, the Company shallprovide to Executive (a) the amount described in Section 3.1a hereof, payablenot later than three days after her termination of employment, (b) the amountsdetermined under Sections 3.1b and 3.1d hereof, payable in not more than twoequal installments, one-half not later than 30 days after termination and theother 

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one-halfsix months after such termination, and (c) the benefits described in Sections3.1e, 3.1f and 3.1g hereof.

            Forpurposes of this Agreement, "Constructive Termination" means:

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

           b.         A materialreduction in Executive's authority, duties or responsibilities from thosecontemplated in Section 1.1 of this Agreement; or

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

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

            **3.5       Terminationby the Company, without Cause.**  The Company may terminate this Agreementand Executive's employment hereunder, without Cause, upon 30 days prior writtennotice to Executive (or such shorter period as may be agreed upon by Executiveand the Chief Executive officer).  In such event, the Company shall provide toExecutive (a) the amount described in Section 3.1a hereof, payable not laterthan three days after such termination, (b) the amounts determined underSections 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 sixmonths after such termination, and (c) the benefits described in Sections 3.1e,3.1f and 3.1g hereof.

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

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

            **3.8       Considerationfor Other Agreements.**  Executive acknowledges that all or a portion of theamount payable under Section 3.1d hereof is in excess of the amount otherwisedue or payable under the Annual Incentive Compensation Plan and that thepayment of such excess amount shall constitute adequate consideration for theexecution of such separate waivers or releases as the Company (or Affiliate)may request Executive to execute in connection with the termination of heremployment hereunder.  Executive agrees that failure to execute any such waiveror release within the time request by the Company shall result in theforfeiture 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 havethe meanings ascribed to them in the Cleco Corporation 2000 Long-Term IncentiveCompensation Plan, as the same may be amended from time to time.

            Theterm "Good Reason," when used herein, shall mean that in connection with aChange in Control: 

            a.         Executive's BaseCompensation in effect immediately before such Change in Control is reduced orthere is a significant reduction or termination of Executive's rights to anyemployee benefit in effect immediately prior to the Change in Control;

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

            c.         Executive isrequired to be away from her office in the course of discharging her duties andresponsibilities under this Agreement significantly more than was requiredprior to the Change in Control; or

            d.         Executive isrequired to transfer to an office or business location located more than 60miles from the location to which she was assigned prior to the Change inControl.

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

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

            **4.2       TerminationIn Connection With a Change in Control.**  If Executive's employmentdescribed herein is terminated by the Company, without Cause (as defined inSection 3.3 hereof), or Executive terminates her employment hereunder for GoodReason at any time within the 60-day period preceding or 36-month periodfollowing such Change in Control, then notwithstanding any provision of thisAgreement to the contrary and in lieu of any compensation or benefits otherwisepayable hereunder:

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

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

            c.         The Company shallprovide to Executive and her dependents coverage under the Company's or anAffiliate's group medical plan for the same type and level of health benefitsreceived by Executive and her dependents immediately prior to such terminationfor a period of three years or until Executive and/or her dependents obtaincoverage under a reasonably satisfactory group health plan with no applicablepreexisting condition limitation, whichever comes first; such coverage to be inaddition to any coverage available to Executive and her dependents under CodeSection 4980B. 

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

            e.         Executive shallbe fully vested for purposes of any service or similar requirement imposedunder the Supplemental Plan, regardless of the actual number of years ofservice attained by Executive.  Executive shall be credited with an additionalthree years of age for purposes of determining her benefit percentage under theSupplemental 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 forpurposes of determining any reduction taken with respect to benefits commencingbefore Executive's normal retirement date (as defined in such plan).

            f.          If Executive'sprincipal office is located in Pineville, Louisiana, the Company shall, at the written request ofExecutive:

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

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

Notwithstanding the foregoing, the Company shall notbe obligated hereunder, unless, within 12 months after the termination of heremployment with the Company (and its Affiliates), the Company is requested topurchase such Principal Residence or Executive has actually relocated from thePineville, Louisiana area.

            g.         The Company shallpay 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, foreach of the three years immediately following Executive's termination ofemployment, determined as if Executive was credited with at least 1,000 hours ofservice in each such plan year, was employed as of the last day of each planyear, 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 ofExecutive's termination of employment; such amount shall be paid in the form ofa single-sum not later than 30 days after Executive's termination of employmenthereunder.

            **            4.3       BusinessTransaction.** If Executive's employment hereunder is terminated (other thanon account of Cause as defined in Section 3.3 hereof) in connection with aBusiness Transaction, then notwithstanding any provision of this Agreement tothe contrary, the Company shall pay or provide to Executive (a) the amountdescribed in Section 3.1a hereof, payable not later than three days after hertermination of employment, (b) the amounts determined under Sections 3.1b and3.1d hereof, payable in not more than two equal installments, one-half notlater than 30 days after termination and the other one-half six months aftersuch termination, and (c) the benefits described in Sections 3.1e and 3.1f and4.2e and 4.2f hereof.

**4.4             Tax Payment.** If any payment to Executive pursuant to thisAgreement or any other payment or benefit from the Company or an Affiliate inconnection with a Change in Control or Business Transaction is subject to theexcise tax imposed under Code Section 4999 or

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anysimilar 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 abalance sufficient to pay such excise or penalty tax.  Executive shall submitto the Company the amount to be paid under this Section 4.4, together withsupporting documentation.  If Executive and the Company disagree as to suchamount, an independent public accounting firm agreed upon by Executive and theCompany shall make such determination.

**5.  LIMITATIONS ON ACTIVITIES**

            **5.1.      Considerationfor Limitation on Activities.**  Executive acknowledges that the execution ofthis Agreement and the payments described herein constitute consideration forthe limitations on activities set forth in this Section 5, the adequacy ofwhich is hereby expressly acknowledged by Executive. 

**             5.2       ConfidentialInformation. **Executive recognizesand acknowledges that during the terms of her employment, he will have accessto confidential, proprietary, non-public information concerning the Company andits Affiliates, which may include, without limitation, (a) books and recordsrelating 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 businessopportunities, marketing or business diversification plans, methods and processes,and financial data and the like (collectively, the "ConfidentialInformation").  Executive agrees that she will not at any time, either whileemployed by the Company or afterwards, make any independent use of, or discloseto any other person or organization (except as authorized by the Company orpursuant to court order) any of the Confidential Information.

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

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

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

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

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Theprovisions of this Section 5.3 shall apply in the locations set forth onExhibit A hereto, as the same may be amended from time to time.  Executiveacknowledges that the Company (or its Affiliates) is presently doing businessin such locations and that during the Employment Term Executive will berequired to provide services to or for the benefit of the Company (or its Affiliates)in such locations.

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

**             5.4       BusinessReputation.**  Executive agrees thatduring her employment with the Company (and its Affiliate) and at all timesthereafter, she shall refrain from performing any act, engaging in any conductor course of action or making or publishing an adverse, untrue or misleadingstatement which has or may reasonably have the effect of demeaning the name orbusiness 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 threatenedbreach 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 restrainingorder or a preliminary injunction (without the necessity of posting bond inconnection therewith) and that any additional payments or benefits due toExecutive or her dependents under Sections 3 and 4 hereof shall be canceled andforfeited.  Nothing herein shall be construed as prohibiting the Company frompursuing any other remedy available to it for such breach or threatened breach,including the recovery of damages from Executive.

**6.  MISCELLANEOUS**

            **6.1**       **MitigationNot Required.**  As a condition of any payment hereunder, Executive shall notbe required to mitigate the amount of such payment by seeking other employmentor otherwise, nor will any profits, income, earnings or other benefits from anysource whatsoever create any mitigation, offset, reduction or any otherobligation on the part of Executive under this Agreement. 

            **6.2       Enforcementof this Agreement. **In the event any dispute in connection with thisAgreement arises with respect to obligations of Executive or the Company thatwere required prior to the occurrence of a Change in Control or a BusinessTransaction, all costs, fees and expenses, including attorney fees, of anylitigation, arbitration or other legal action in connection with such mattersin which Executive substantially prevails, shall be borne by, and be theobligation of, the Company. 

            Aftera Change in Control or Business Transaction has occurred, Executive shall notbe required to incur legal fees and the related expenses associated with theinterpretation, 

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enforcementor defense of Executive's rights under this Agreement by litigation orotherwise.  Accordingly, if, following a Change in Control or BusinessTransaction, the Company has failed to comply with any of its obligations underthis Agreement or the Company or any other person takes or threatens to takeany action to declare this Agreement void or unenforceable or in any way reducethe possibility of collecting the amounts due hereunder, or institutes anylitigation or other action or proceeding designed to deny or to recover fromExecutive the benefits provided or intended to be provided under this Agreement,Executive shall be entitled to retain counsel of Executive's choice, at theexpense of the Company, to advise and represent Executive in connection withany such interpretation, enforcement or defense, including without limitationthe initiation or defense of any litigation, arbitration or other legal action,whether by or against the Company or any director, officer, stockholder orother person affiliated with the Company, in any jurisdiction.  The Companyshall pay and be solely financially responsible for any and all attorneys' andrelated fees and expenses incurred by Executive in connection with any of theforegoing, without regard to whether Executive prevails, in whole or in part. 

            Inno event shall Executive be required to reimburse the Company for any of thecosts and expenses incurred by the Company relating to arbitration, litigationor other legal action in connection with this Agreement. 

            **6.3       NoSet-Off. **There shall be no right of set‐off or counterclaim inrespect of any claim, debt or obligation against any payment to Executiveprovided for in this Agreement. 

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

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

            **6.6       EntireAgreement. **This Agreement constitutes the entire understanding andagreement 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 forthherein.

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

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

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            **6.9       Notices. **All notices and other communications under this Agreement must be inwriting 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 copyis sent by a nationally recognized overnight delivery service (receiptrequested), or (c) when received by the addressee, if sent by a nationallyrecognized overnight delivery service (receipt requested), in each case asfollows:

| If to Executive:   | Catherine C. Powell  232 Adams Path  Pineville, Louisiana 71360                                                                              |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| If to the Company: | Cleco Corporation  2030 Donahue Ferry Road   Pineville, LA 71360  Attention: Chief Executive Officer  Telecopier:   (318) 484-7777 |

orto 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 theCompany, its Affiliates, successors and assigns, including, without limitation,any person, partnership, company, corporation or other entity that may acquiresubstantially all of the Company's assets or business or with or into which theCompany may be liquidated, consolidated, merged or otherwise combined, and willinure to the benefit of and be binding upon Executive, her heirs, estate,legatees and legal representatives.  If payments become payable to Executive'ssurviving spouse or other assigns and such person thereafter dies, such paymentwill revert to Executive's estate. 

            **6.11     Severability.** Each provision of this Agreement is intended to be severable.  In the eventthat any one or more of the provisions contained in this Agreement shall forany reason be held to be invalid, illegal or unenforceable, the same shall notaffect the validity or enforceability of any other provision of this Agreement,but this Agreement shall be construed as if such invalid, illegal orunenforceable provisions was not contained herein.  Notwithstanding theforegoing, however, no provision shall be severed if it is clearly apparentunder the circumstances that the parties would not have entered into thisAgreement without such provision.

            **6.12     Withholding. **The Company (or an Affiliate) may withhold from any payment hereunder anyfederal, 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, andthe obligations of Executive under Sections 3 and 5, shall remain operative andin full force and effect regardless of the expiration of this Agreement.

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**            6.14     Waiver.**  The failure of either party to insist in any one ormore instances upon performance of any terms or conditions of this Agreementwill 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 suchterm, covenant or condition will continue in full force and effect. 

            **THISAGREEMENT**is executed in multiple counterparts as of the dates set forthbelow, each of which shall be deemed an original, to be effective as of theEffective Date designated above.

| **CLECO CORPORATION **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | **EXECUTIVE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| By:  /s/David M.  Eppler                                Its:  President & CEO  Date:3/25/2002                                             | /s/ Catherine C.  Powell                              **CATHERINE C. POWELL**Date: 3/25/2002                                           |

** **

** **

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**CLECO CORPORATIONEXECUTIVE EMPLOYMENT AGREEMENT**

**EXHIBIT A**

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

Acadia ParishAllen ParishAvoyelles ParishBeauregard ParishCalcasieu ParishCatahoula ParishDesoto ParishEvangeline ParishGrant ParishIberiaParishJefferson Davis ParishLafayette ParishLasalle ParishNatchitoches ParishRapides ParishRed River ParishSabine ParishSt. Landry ParishSt. Martin ParishSt. Mary ParishSt.Tammany ParishVernonParishWashington Parish

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

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