**EXHIBIT
        10(g)(8)**
 
 **CLECO
        CORPORATION**
 
 **EXECUTIVE
        EMPLOYMENT AGREEMENT**
 **(Level
        1)**
 
 **THIS
        AGREEMENT** (the
“Agreement”) is entered into as of this 5th
        day of May, 2005,
        by and between **George W. Bausewine** (“Executive”), and Cleco
        Corporation, a Louisiana corporation (the “Company”).
 
 **1.  EMPLOYMENT
        AND TERM**
 
 **1.1**           **Position.**The
        Company shall employ and retain Executive as its **Senior Vice President -
        Corporate Services** or in such other capacity or capacities as shall be
        mutually agreed upon, from time to time, by Executive and the Company, and
        Executive agrees to be so employed, subject to the terms and conditions set
        forth herein.  Executive’s duties and responsibilities shall be those
        assigned to him hereunder, from time to time, by the Chief Executive Officer
        of
        the Company and shall include such duties as are the type and nature normally
        assigned to similar executive officers of a corporation of the size, type
        and
        stature of the Company.  Executive shall report to the Chief Executive
        Officer.
 
 **1.2**           **Concurrent
        Employment.**During the term of this Agreement, Executive and
        the Company acknowledge that Executive may be concurrently employed by the
        Company and a subsidiary or other entity with respect to which the Company
        owns
        (within the meaning of Section 425(f) of the Internal Revenue Code of 1986,
        as
        amended (the “Code”)) 50% or more of the total combined voting power of all
        classes of stock or other equity interests (an “Affiliate”), and that all of the
        terms and conditions of this Agreement shall apply to such concurrent
        employment.  Reference to the Company hereunder shall be deemed to
        include any such concurrent employers.
 
 **1.3**           **Full
        Time and Attention.**During the term of this Agreement and
        any extensions or renewals thereof, Executive shall devote his 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 personal assets in businesses which do not compete
        with the Company, provided that such investment will not require any services
        on
        the part of Executive in the operation of the affairs of the businesses in
        which
        investments are made and provided further that Executive’s participation in such
        businesses is solely that of an investor, or (c) purchasing securities in
        any
        corporation whose securities are regularly traded, provided that such purchases
        will not result in Executive owning beneficially at any time 5% or more of
        the
        equity securities of any corporation engaged in a business competitive with
        that
        of the Company.
   
 
 **1.4**           **Term.**  Executive’s
        employment under this Agreement shall commence as of May 5, 2005 (the “Effective
        Date”), and shall terminate on May 5, 2008 (such date or the last day of
        employment specified in any renewal or amendment hereof referred to herein
        as
        the “Termination Date”) (the period commencing as of the Effective Date and
        ending as of the Termination Date referred to herein as the “Employment
        Term”).
 
 Commencing
        on the second anniversary of
        the Effective Date and each anniversary thereafter, Executive’s employment shall
        automatically be extended for an additional one-year period; provided, however,
        that either party may provide written notice to the other that the Employment
        Term will not be further extended, such notice to be provided not later than
        30
        days prior to the end of the then current Employment Term.
 
 **2.  COMPENSATION
        AND BENEFITS**
 
 **2.1**           **Base
        Compensation.**  The Company shall pay Executive an annual
        salary equal to his annual base salary in effect as of the Effective Date,
        such
        amount shall be prorated and paid in equal installments in accordance with
        the
        Company’s regular payroll practices and policies and shall be subject to
        applicable withholding and other applicable taxes (Executive’s “Base
        Compensation”).  Executive’s Base Compensation shall be reviewed no
        less often than annually and may be increased or reduced by the Board of
        Directors of the Company (the “Board”), in its sole discretion; provided,
        however, that Executive’s Base Compensation may not be reduced at any time
        unless such reduction is part of a reduction in pay uniformly applicable
        to all
        officers of the Company.
 
 **2.2**           **Annual
        Incentive Bonus.**  In addition to the foregoing, Executive
        shall be eligible for participation in the Annual Incentive Compensation
        Plan or
        similar bonus arrangement maintained by the Company or an Affiliate (as defined
        in Section 6.15) or such other bonus or incentive plans which the Company
        or its
        Affiliates may adopt, from time to time, for similarly situated executives
        (an
“Incentive Bonus”).
 
 **2.3**           **Long-Term
        Incentives.**In addition to the foregoing, Executive shall be
        eligible for participation in the 2000 Long-Term Incentive Compensation Plan
        maintained by the Company and such other long-term incentive plans which
        the
        Company or its Affiliates may adopt, from time to time, for similarly situated
        executives (a “Long-Term Incentive”).
 
 **2.4**           **Supplemental
        Retirement Benefit.**In addition to the foregoing, Executive
        shall be eligible to participate in the Supplemental Executive Retirement
        Plan
        maintained by Cleco Utility Group Inc. or such other supplemental retirement
        benefit plans which the Company or its Affiliates may adopt, from time to
        time,
        for similarly situated executives (the “Supplemental Plan”).
 
 **2.5**           **Other
        Benefits.** During the term of this Agreement and in addition to the
        amounts otherwise provided herein, Executive shall participate in such plans,
        policies, and programs as may be maintained, from time to time, by the Company
        or its Affiliates for the benefit of senior executives or employees, including,
        without limitation, profit sharing, life insurance, and group medical and
        other
        welfare benefit plans.  Any such benefits shall be determined in
        accordance with the specific terms and conditions of the documents evidencing
        any such plans, policies, and programs.
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              2
 **2.6**           **Reimbursement
        of Expenses.**   The Company shall reimburse Executive for
        such reasonable and necessary expenses as are incurred in carrying out his
        duties hereunder, consistent with the Company’s standard policies and annual
        budget.  The Company’s obligation to reimburse Executive hereunder
        shall be contingent upon the presentment by Executive of an itemized accounting
        of such expenditures.
 
 **3.  TERMINATION**
 
 **3.1**           **Termination
        Payments to Executive.**  As set forth more fully in this
        Section 3 and except as provided in Sections 3.3 or 3.8 hereof, Executive
        shall
        be paid the greater of the amounts or benefits set forth below or the amounts
        or
        benefits provided under the terms of the separate plan or arrangement maintained
        by the Company (or its Affiliates) on account of termination of employment
        hereunder:
 
 a.
              Executive’s
                  Base Compensation accrued but not yet paid as of the date of his
                  termination.
 
 b.
              Executive’s
                  Base Compensation payable until the Termination Date (determined
                  without
                  regard to the automatic renewal provisions of Section 1.4 hereof),
                  but not
                  less than 100% of such annual Base
                  Compensation.
 
 c.
              Executive’s
                  Incentive Bonus payable with respect to the year of his termination,
                  prorated to reflect Executive’s actual period of service during such
                  year.
 
 d.
              Executive’s
                  Incentive Bonus payable in the target amount for the year in which
                  his
                  termination of employment occurs.
 
 e.
              If
                  Executive’s principal office is located in Pineville, Louisiana, the
                  Company shall, at the written request of
                  Executive:
 
 i.
              Purchase
                  his principal residence if such residence is located within 60
                  miles of
                  the Company’s Pineville, Louisiana office (the “Principal Residence”) for
                  an amount equal to the greater of (1) the purchase price of such
                  Principal
                  Residence plus the documented cost of any capital improvements
                  to the
                  Principal Residence made by Executive, or (2) the fair market value
                  of
                  such Principal Residence as determined by the Company’s usual relocation
                  practice; and
  ii.
              Pay
                  or reimburse Executive for the cost of relocating Executive, his
                  family
                  and their household goods and other personal property, in accordance
                  with
                  the Company’s usual relocation practice, to any location in the United
                  States.
  Notwithstanding
        the foregoing, the Company shall not be obligated hereunder, unless, within
        12
        months after the termination of his employment with the Company (and its
        Affiliates), the Company is requested to purchase such
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            3
  Principal
        Residence or Executive has actually relocated from the Pineville, Louisiana
        area.
 
 f.
              If
                  Executive and/or his dependents elects to continue group medical
                  coverage,
                  within the meaning of Code Section 4980B(f)(2), with respect to
                  a group
                  health plan sponsored by the Company or an Affiliate (other than
                  a health
                  flexible spending account under a self-insured medical reimbursement
                  plan
                  described in Code Sections 125 and 105(h)), the Company shall pay
                  the
                  continuation coverage premium for the same type and level of group
                  health
                  plan coverage received by Executive and his electing dependents
                  immediately prior to such termination of Executive’s employment for the
                  maximum period provided under Code Section 4980B or until the Executive
                  secures other employment where group health insurance is provided,
                  whichever period is shorter.
 
 g.
              Executive
                  shall be fully vested for purposes of any service or similar requirement
                  imposed under the Cleco Utility Group Inc. Supplemental Executive
                  Retirement Plan (the "Supplemental Plan"), regardless of the actual
                  number
                  of years of service attained by
                  Executive.
 
 Except
        as expressly provided in Section 3.3 hereof, Executive shall also be entitled
        to
        receive such compensation or benefits as may be provided under the terms
        of a
        separate plan or amendment maintained by the Company (or its Affiliates)
        to the
        extent such compensation or benefits are not duplicative of the compensation
        or
        benefits described above.
 
 **3.2**           **Termination
        for Death or Disability**.  If Executive dies or becomes
        disabled during the Employment Term, this Agreement and Executive’s employment
        hereunder shall immediately terminate and the Company’s obligations hereunder
        shall automatically cease.  In such event, the Company shall pay to
        Executive (or his estate) the amounts described in Sections 3.1a and 3.1c
        hereof.  Payment shall be made in the form of one or more single-sums
        as soon as practicable after Executive’s death or disability or as and when such
        amounts are ascertainable.
 
 For
        purposes of this Section 3.2,
        Executive shall be deemed “disabled” if he is actually receiving benefits or is
        eligible to receive benefits under the Company’s (or an Affiliate’s) separate
        long-term disability plan. The Board shall determine whether Executive is
        disabled hereunder.
 
 **3.3**           **Company’s
        Termination for Cause.**This Agreement and Executive’s
        employment hereunder may be terminated by the Company on account of
        Cause.  In such event, the Company shall pay to Executive the amount
        described in Section 3.1a hereof.  Payment shall be made in the form
        of a single-sum not later than three days after such
        termination.  Notwithstanding any provision of this Agreement or any
        other plan, policy or agreement evidencing any other compensation arrangement
        or
        benefit payable to Executive, no additional amount shall be paid to Executive,
        except as may be required by law.
 
 For
        purposes of this Agreement “Cause”
means that Executive has:
 
 a.
              Committed
                  an intentional act of fraud, embezzlement or theft in the course
                  of his
                  employment or otherwise engaged in any intentional misconduct which
                  is
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            4
   materially
                  injurious to the Company’s (or an Affiliate’s) financial condition or
                  business reputation;
  b.
              Committed
                  intentional damage to the property of the Company (or an Affiliate)
                  or
                  committed intentional wrongful disclosure of Confidential Information
                  (as
                  defined in Section 5.2) which is materially injurious to the Company’s (or
                  an Affiliate’s) financial condition or business
                  reputation;
 
 c.
              Intentionally
                  refused to perform the material duties of his
                  position;
 
 d.
              Failed
                  to fully cooperate to the extent requested by the Company (or an
                  Affiliate) with investigations by government or independent agencies
                  involving the Company (or an Affiliate);
                  or
  e.
              Committed
                  a material breach of this Agreement by
                  Executive.
 
 No
        act or failure to act on the part of Executive will be deemed “intentional” if
        it was due primarily to an error in judgment or negligence, but will be deemed
        “intentional” only if done or omitted to be done by Executive not in good faith
        and without reasonable belief that his action or omission was in the best
        interest of the Company (or an Affiliate).
 
 The
        Board, acting in good faith, may
        terminate Executive’s employment hereunder on account of Cause (or may determine
        that any termination by the Company is on account of Cause).  The
        Board shall provide written notice to Executive, including a description
        of the
        specific reasons for the determination of Cause.  Executive shall have
        the opportunity to appear before the Board, with or without legal
        representation, to present arguments and evidence on his
        behalf.  Following such presentation (or upon Executive’s failure to
        appear), the Board, by an affirmative vote of not less than 66% of its members,
        shall confirm that the actions or inactions of Executive constitute Cause
        hereunder.
 
 **3.4**           **Executive’s
        Constructive Termination.**Executive may terminate this Agreement and
        his employment hereunder on account of a Constructive Termination upon 30
        days
        prior written notice to the Chief Executive Officer (or such shorter period
        as
        may be agreed upon by the parties hereto.)  In such event, the Company
        shall provide to Executive (a) the amount described in Section 3.1a hereof,
        payable not later than three days after his termination of employment, (b)
        the
        amounts determined under Sections 3.1b and 3.1d hereof, payable in not more
        than
        two equal installments, one-half not later than 30 days after termination
        and
        the other one-half six months after such termination, and (c) the benefits
        described in Sections 3.1e, 3.1f and 3.1g hereof.
 
 For
        purposes of this Agreement,
“Constructive Termination” means:
 
 a.
              A
                  material reduction (other than a reduction in pay uniformly applicable
                  to
                  all officers of the Company) in the amount of Executive’s Base
                  Compensation;
 
 b.
              A
                  material reduction in Executive’s authority, duties or responsibilities
                  from those contemplated in Section 1.1 of this Agreement;
                  or
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            5
 
 c.
              A
                  material breach of this Agreement by the Company or its
                  Affiliates.
 
 No
        event or condition described in this Section 3.4 shall constitute a Constructive
        Termination unless (a) Executive promptly gives the Company notice of his
        objection to such event or condition, which notice may be provided orally
        or in
        writing to the 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 employment with the Company (and all Affiliates) not more than
        15
        days following the expiration of the 30-day period described in subparagraph
        (b)
        hereof.
 
 **3.5**           **Termination
        by the Company, without Cause.**  The Company may terminate
        this Agreement and Executive’s employment hereunder, without Cause, upon 30 days
        prior written notice to Executive (or such shorter period as may be agreed
        upon
        by Executive and the Chief Executive officer).  In such event, the
        Company shall provide to Executive (a) the amount described in Section 3.1a
        hereof, payable not later than three days after such termination, (b) the
        amounts determined under Sections 3.1b and 3.1d hereof, payable in not more
        than
        two equal installments, one-half not later than 30 days after termination
        and
        the other one-half six months after such termination, and (c) the benefits
        described in Sections 3.1e, 3.1f and 3.1g hereof.
 
 **3.6**           **Termination
        by Executive.**  Executive may terminate this Agreement and his
        employment hereunder, other than on account of Constructive Termination,
        upon 30
        days prior written notice to the Company or such shorter period as may be
        agreed
        upon by the Chief Executive Officer and Executive.  In such event, the
        Company shall pay to Executive the amount described in Section 3.1a
        hereof.  Payment shall be made in the form of a single-sum not later
        than three days after such termination.  No additional payments or
        benefits shall be due hereunder, except as may be provided under a separate
        plan, policy or program evidencing such compensation arrangement or benefit
        or
        as may be required by law.
 
 **3.7**           **Return
        of Property.**  Upon termination of this Agreement or
        Executive’s employment for any reason, Executive shall promptly return to the
        Company, and not keep any copies, 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, as well as 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 excess of the
        amount otherwise due or payable under the Annual Incentive Compensation Plan
        and
        that the payment of such excess amount shall constitute adequate consideration
        for the execution of such separate waivers or releases as the Company (or
        Affiliate) may request Executive to execute in connection with the termination
        of his employment hereunder.  Executive agrees that failure to execute
        any such waiver or release within the time request by the Company shall result
        in the forfeiture of the excess amount payable under Section 3.1d
        hereof.
 
 Page
            6
 
 **4.  CHANGE
        IN CONTROL AND BUSINESS TRANSACTION**
 
 **4.1**           **Definitions.**The terms “Change in Control” and “Business Transaction” shall
        have the meanings ascribed to them in the Cleco Corporation 2000 Long-Term
        Incentive Compensation Plan, as the same may be amended from time to
        time.
 
 The
        term “Good Reason,” when used
        herein, shall mean that in connection with a Change in Control:
 
 a.
              Executive’s
                  Base Compensation in effect immediately before such Change in Control
                  is
                  reduced or there is a significant reduction or termination of Executive’s
                  rights to any employee benefit in effect immediately prior to the
                  Change
                  in Control;
 
 b.
              Executive’s
                  authority, duties or responsibilities are significantly reduced
                  from those
                  contemplated in Section 1.1 hereof or Executive has reasonably
                  determined
                  that, as a result of a change in circumstances that significantly
                  affects
                  his employment with the Company (or an Affiliate), he is unable
                  to
                  exercise the authority, power, duties and responsibilities contemplated
                  in
                  Section 1.1 hereof;
 
 c.
              Executive
                  is required to be away from his office in the course of discharging
                  his
                  duties and responsibilities under this Agreement significantly
                  more than
                  was required prior to the Change in Control;
                  or
 
 d.
              Executive
                  is required to transfer to an office or business location located
                  more
                  than 60 miles from the location to which he was assigned prior
                  to the
                  Change in Control.
 
 No
        event or condition described in this Section 4.1 shall constitute Good Reason
        unless (a) Executive gives the Company notice of his objection to such event
        or
        condition within a reasonable period after Executive learns of such event,
        which
        notice may be delivered orally or in writing to the Chief Executive Officer
        (or
        his designee), (b) such event or condition is not promptly corrected by the
        Company, but in no event later than 30 days after receipt of such notice,
        and
        (c) Executive resigns his employment with the Company (and its Affiliates)
        not
        more than 60 days following the expiration of the 30-day period described
        in
        subparagraph (b) hereof.
 
 **4.2**           **Termination
        In Connection With a Change in Control.**  If Executive’s
        employment described herein is terminated by the Company, without Cause (as
        defined in Section 3.3 hereof), or Executive terminates his employment hereunder
        for Good Reason at any time within the 60-day period preceding or 36-month
        period following such Change in Control, then notwithstanding any provision
        of
        this Agreement to the contrary and in lieu of any compensation or benefits
        otherwise payable hereunder:
 
 a.
              The
                  Company shall pay to Executive the amount described in Section
                  3.1a in the
                  form of a single-sum not later than three days after such
                  termination.
 
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            7
 
 b.
              The
                  Company shall pay an amount equal to three times Executive’s “base
                  amount,” payable in the form of a single-sum not later than 30 days after
                  such termination.  For purposes of this agreement, “base amount”
                  is defined as the Executive’s current annual base compensation and target
                  annual bonus.
 
 c.
              The
                  Company shall provide to Executive and his dependents coverage
                  under the
                  Company’s or an Affiliate’s group medical plan for the same type and level
                  of health benefits received by Executive and his dependents immediately
                  prior to such termination for a period of three years or until
                  Executive
                  and/or his dependents obtain coverage under a reasonably satisfactory
                  group health plan with no applicable preexisting condition limitation,
                  whichever comes first; such coverage to be in addition to any coverage
                  available to Executive and his dependents under Code Section
                  4980B.
 
 d.
              Vesting
                  shall be accelerated, any restrictions shall lapse, and all performance
                  objectives shall be deemed satisfied as to any outstanding grants
                  or
                  awards made to Executive under the 2000 Long-Term Incentive Compensation
                  Plan and/or the 1990 Long-Term Incentive Compensation
                  Plan.  Executive shall be entitled to such additional benefits
                  or rights as may be provided in the documents evidencing such plans
                  or the
                  terms of any agreement evidencing such grant or
                  award.
 
 e.
              Executive
                  shall be fully vested for purposes of any service or similar requirement
                  imposed under the Supplemental Plan, regardless of the actual number
                  of
                  years of service attained by Executive.  Executive shall be
                  credited with an additional three years of age for purposes of
                  determining
                  his benefit percentage under the Supplemental Plan, but in no event
                  shall
                  such benefit percentage be less than 50%; and Executive shall be
                  credited
                  with an additional three years of age for purposes of determining
                  any
                  reduction taken with respect to benefits commencing before Executive's
                  normal retirement date (as defined in such
                  plan).
 
 f.
              If
                  Executive’s principal office is located in Pineville, Louisiana, the
                  Company shall, at the written request of
                  Executive:
 
 i.
              Purchase
                  his principal residence if such residence is located within 60
                  miles of
                  the Company’s Pineville, Louisiana office (the “Principal Residence”) for
                  an amount equal to the greater of (1) the purchase price of such
                  Principal
                  Residence plus the documented cost of any capital improvements
                  to the
                  Principal Residence made by Executive, or (2) the fair market value
                  of
                  such Principal Residence as determined by the Company’s usual relocation
                  practice; and
 
 ii.
              Pay
                  or reimburse Executive for the cost of relocating Executive, his
                  family
                  and their household goods and other personal property, in accordance
                  with
                  the Company’s usual relocation practice, to any location in the United
                  States.
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            8
  Notwithstanding
        the foregoing, the Company shall not be obligated hereunder, unless, within
        12
        months after the termination of his employment with the Company (and its
        Affiliates), the Company is requested to purchase such Principal Residence
        or
        Executive has actually relocated from the Pineville, Louisiana
        area.
 
 g.
              The
                  Company shall pay to Executive an amount equal to the Company’s (including
                  all Affiliates) maximum matching contribution obligation under
                  the Cleco
                  Corporation 401(k) Savings and Investment Plan, as the same may
                  be amended
                  from time to time, for each of the three years immediately following
                  Executive’s termination of employment, determined as if Executive was
                  credited with at least 1,000 hours of service in each such plan
                  year, was
                  employed as of the last day of each plan year, and contributed
                  the maximum
                  permissible amount under Code Section 402(g) in each such year,
                  but
                  determined using the amount in effect as of the date of Executive's
                  termination of employment; such amount shall be paid in the form
                  of a
                  single-sum not later than 30 days after Executive’s termination of
                  employment hereunder.
 
 **4.3**           **Business
        Transaction.** If Executive’s employment hereunder is terminated (other
        than on account of Cause as defined in Section 3.3 hereof) in connection
        with a
        Business Transaction, then notwithstanding any provision of this Agreement
        to
        the contrary, the Company shall pay or provide to Executive (a) the amount
        described in Section 3.1a hereof, payable not later than three days after
        his
        termination of employment, (b) the amounts determined under Sections 3.1b
        and
        3.1d hereof, payable in not more than two equal installments, one-half not
        later
        than 30 days after termination and the other one-half six months after such
        termination, and (c) the benefits described in Sections 3.1e and 3.1f and
        4.2d
        and 4.2e hereof.
 
 **4.4**  **Tax
        Payment.**If any payment to Executive pursuant to this Agreement or any
        other payment or benefit from the Company or an Affiliate in connection with
        a
        Change in Control or Business Transaction is subject to the excise tax imposed
        under Code Section 4999 or any similar excise or penalty tax payable under
        any
        United States federal, state, local or other law, the Company shall pay an
        amount to Executive such that, after the payment by Executive of all taxes
        on
        such amount, there remains a balance sufficient to pay such excise or penalty
        tax.  Executive shall submit to the Company the amount to be paid
        under this Section 4.4, together with supporting documentation.  If
        Executive and the Company disagree as to such amount, an independent public
        accounting firm agreed upon by Executive and the Company shall make such
        determination.
 
 **5.  LIMITATIONS
        ON ACTIVITIES**
 
 **5.1.**           **Consideration
        for Limitation on Activities.**  Executive acknowledges that
        the execution of this Agreement and the payments described herein constitute
        consideration for the limitations on activities set forth in this Section
        5, the
        adequacy of which is hereby expressly acknowledged by Executive.
 
 **5.2**           **Confidential
        Information.**Executive recognizes and acknowledges that
        during the terms of his employment, he will have access to confidential,
        proprietary, non-public
  Page
            9
  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 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 two-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 shall not, directly or indirectly, for his own benefit or on
        behalf
        of another or to the Company’s (or an Affiliate’s) detriment:
 
 a.
              Hire
                  or offer to hire any of the Company’s (or Affiliate’s) officers, employees
                  or agents;
 
 b.
              Persuade
                  or attempt to persuade in any manner any officer, employee or agent
                  of the
                  Company (or an Affiliate) to discontinue any relationship with
                  the
                  Company; or
 
 c.
              Solicit
                  or divert or attempt to divert any customer or supplier of the
                  Company or
                  an Affiliate.
 
 The
        provisions of this Section 5.3 shall apply in the locations set forth on
        Exhibit
        A hereto, as the same may be amended from time to time.  Executive
        acknowledges that the Company (or its Affiliates) is presently doing business
        in
        such locations and that during the Employment Term Executive will be required
        to
        provide services to or for the benefit of the Company (or its Affiliates)
        in
        such locations.
 
 The
        parties agree that each of the
        foregoing prohibitions is intended to constitute a separate restriction.
        Accordingly, should any such prohibition be declared invalid or unenforceable,
        such prohibition shall be deemed severable from and shall not affect the
        remainder thereof.  The parties further agree that each of the
        foregoing restrictions is reasonable in both time and geographic
        scope.
 
 **5.4**           **Business
        Reputation.**  Executive agrees that during his employment with
        the Company (and its Affiliate) and at all times thereafter, he shall refrain
        from performing any act, engaging in any conduct or course of action or making
        or publishing an adverse, untrue or misleading statement which has or may
        reasonably have the effect of demeaning the name or business reputation of
        the
        Company or its Affiliates or which adversely affects (or may reasonably
        adversely affect) the best interests (economic or otherwise) of the Company
        or
        an Affiliate.
  Page
            10
 **5.5**           **Remedies.**  In
        the event of a breach or threatened breach by Executive of the provisions
        of
        Sections 5.2, 5.3 or 5.4 hereof, Executive agrees that the Company shall
        be
        entitled to a temporary restraining order or a preliminary injunction (without
        the necessity of posting bond in connection therewith) and that any additional
        payments or benefits due to Executive or his dependents under Sections 3
        and 4
        hereof shall be canceled and forfeited.  Nothing herein shall be
        construed as prohibiting the Company from pursuing any other remedy available
        to
        it for such breach or threatened breach, including the recovery of damages
        from
        Executive.
 
 **6.  MISCELLANEOUS**
 
 **6.1**           **Mitigation
        Not Required.**  As a condition of any payment hereunder,
        Executive shall not be required to mitigate the amount of such payment by
        seeking other employment or otherwise, nor will any profits, income, earnings
        or
        other benefits from any source whatsoever create any mitigation, offset,
        reduction or any other obligation on the part of Executive under this
        Agreement.
 
 **6.2**           **Enforcement
        of this Agreement.**In the event any dispute in connection
        with this Agreement arises with respect to obligations of Executive or the
        Company that were required prior to the occurrence of a Change in Control
        or a
        Business Transaction, all costs, fees and expenses, including attorney fees,
        of
        any litigation, arbitration or other legal action in connection with such
        matters in which Executive substantially prevails, shall be borne by, and
        be the
        obligation of, the Company.
 
 After
        a Change in Control or Business
        Transaction has occurred, Executive shall not be required to incur legal
        fees
        and the related expenses associated with the interpretation, enforcement
        or
        defense of Executive’s rights under this Agreement by litigation or
        otherwise.  Accordingly, if, following a Change in Control or Business
        Transaction, the Company has failed to comply with any of its obligations
        under
        this Agreement or the Company or any other person takes or threatens to take
        any
        action to declare this Agreement void or unenforceable or in any way reduce
        the
        possibility of collecting the amounts due hereunder, or institutes any
        litigation or other action or proceeding designed to deny or to recover from
        Executive the benefits provided or intended to be provided under this Agreement,
        Executive shall be entitled to retain counsel of Executive’s choice, at the
        expense of the Company, to advise and represent Executive in connection with
        any
        such interpretation, enforcement or defense, including without limitation
        the
        initiation or defense of any litigation, arbitration or other legal action,
        whether by or against the Company or any director, officer, stockholder or
        other
        person affiliated with the Company, in any jurisdiction.  The Company
        shall pay and be solely financially responsible for any and all attorneys’ and
        related fees and expenses incurred by Executive in connection with any of
        the
        foregoing, without regard to whether Executive prevails, in whole or in
        part.
 
 In
        no event shall Executive be required
        to reimburse the Company for any of the costs and expenses incurred by the
        Company relating to arbitration, litigation or other legal action in connection
        with this Agreement.
 
 **6.3**           **No
        Set-Off.** There shall be no right of set-off or counterclaim
        in respect of any claim, debt or obligation against any payment to Executive
        provided for in this Agreement.
  Page
            11
 
 **6.4**           **Assistance
        with Litigation.**For a period of one year after the end of
        the last period for which Executive will have received any compensation under
        this Agreement, Executive will furnish such information and proper assistance
        as
        may be reasonably necessary in connection with any litigation in which the
        Company (or an Affiliate) is then or may become involved.
 
 **6.5**           **Headings.**  Section
        and other headings contained in this Agreement are for reference purposes
        only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.
 
 **6.6**           **Entire
        Agreement.**This Agreement constitutes the entire
        understanding and agreement among the parties hereto with respect to the
        subject
        matter hereof, and there are no other agreements, understandings, restrictions,
        representations or warranties among the parties other than those set forth
        herein.
 
 **6.7**           **Amendments.**This
        Agreement may be amended or modified at any time in any or all respects,
        but
        only by an instrument in writing executed by the parties hereto.
 
 **6.8**           **Choice
        of Law.**The validity of this Agreement, the construction of
        its terms, and the determination of the rights and duties of the parties
        hereto
        shall be governed by and construed in accordance with the internal laws of
        the
        State of Louisiana applicable to contracts made to be performed wholly within
        such state.
 
 **6.9**           **Notices.**All
        notices and other communications under this Agreement must be in writing
        and
        will be deemed to have been duly given when (a) delivered by hand, (b) sent
        by
        telecopier to a telecopier number given below, provided that a copy is sent
        by a
        nationally recognized overnight delivery service (receipt requested), or
        (c)
        when received by the addressee, if sent by a nationally recognized overnight
        delivery service (receipt requested), in each case as follows:
 
 If
        to
        Executive:                    George
        W. Bausewine
 4804
        Whitefield Boulevard
 Alexandria,
        Louisiana
        71303
 
 If
        to the
        Company:              Cleco
        Corporation
 2030
        Donahue Ferry Road
 Pineville,
                  LA 71360
 Attention:
        Chief Executive
        Officer
 Telecopier:   (318)
        484-7777
 
 or
        to such other addresses as a party may designate by notice to the other
        party.
 
 **6.10**           **Assignment.**This
        Agreement will inure to the benefit of and be binding upon the Company, its
        Affiliates, successors and assigns, including, without limitation, any person,
        partnership, company, corporation or other entity that may acquire substantially
        all of the Company’s assets or business or with or into which the Company may be
        liquidated, consolidated, merged or otherwise combined, and will inure to
        the
        benefit of and be binding upon Executive, his heirs, estate, legatees and
        legal
        representatives.  If payments become payable
  Page
            12
   to
        Executive’s surviving spouse or other assigns and such person thereafter dies,
        such payment will revert to Executive’s estate.
 
 **6.11**           **Severability.**  Each
        provision of this Agreement is intended to be severable.  In the event
        that any one or more of the provisions contained in this Agreement shall
        for any
        reason be held to be invalid, illegal or unenforceable, the same shall not
        affect the validity or enforceability of any other provision of this Agreement,
        but this Agreement shall be construed as if such invalid, illegal or
        unenforceable provisions was not contained herein.  Notwithstanding
        the foregoing, however, no provision shall be severed if it is clearly apparent
        under the circumstances that the parties would not have entered into this
        Agreement without such provision.
 
 **6.12**           **Withholding.**The
        Company (or an Affiliate) may withhold from any payment hereunder any federal,
        state or local taxes required to be withheld.
 
 **6.13**           **Survival.**
        Notwithstanding anything herein to the contrary, to the extent applicable,
        the
        obligations of the Company (and its Affiliates) under Sections 3 and 4, and
        the
        obligations of Executive under Sections 3 and 5, shall remain operative and
        in
        full force and effect regardless of the expiration of this
        Agreement.
 
 **6.14**           **Waiver.**  The
        failure of either party to insist in any one or more instances upon performance
        of any terms or conditions of this Agreement will not be construed as a waiver
        of future performance of any such term, covenant, or condition and the
        obligations of either party with respect to such term, covenant or condition
        will continue in full force and effect.
 
 **6.15**           **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.
 
 **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/  Michael
        H. Madison                           /s/  George
        W. Bausewine
 **GEORGE
        W.
        BAUSEWINE**
 Its:  President
        and CEO
 
 Date:
        6/27/05                           Date:
6/27/05
   Page
            13
   **CLECO
        CORPORATION**
 **EXECUTIVE
        EMPLOYMENT AGREEMENT**
 
 **EXHIBIT
        A**
 
 
 This
        Exhibit A is intended to form a
        part of that certain Executive Employment Agreement by and between Cleco
        Corporation and **George W. Bausewine**, first effective as of May
        5, 2005.  The parties agree that the proscriptions set forth in
        Section 5.3 thereof shall apply in the State of Louisiana, Parishes
        of:
 
 
 Acadia Parish
 Allen
        Parish
 Avoyelles
        Parish
 Beauregard
        Parish
 Calcasieu
        Parish
 Catahoula
        Parish
 Desoto
        Parish
 Evangeline
        Parish
 Grant
        Parish
 Iberia
        Parish
 Jefferson
        Davis Parish
 Lafayette
        Parish
 Lasalle
        Parish
 Natchitoches
        Parish
 Rapides
        Parish
 Red
        River Parish
 Sabine
        Parish
 St.
        Landry Parish
 St.
        Martin Parish
 St.
        Mary Parish
 St.
        Tammany Parish
 Vernon
        Parish
 Washington
        Parish
 
 Executive
        and the Company agree that the Company shall amend this Exhibit A, from time
        to
        time, to eliminate Parishes in which the Company is no longer doing business
        and
        to add Parishes in which the Company is currently doing business.
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        14