EXHIBIT 10(e)(5)





CLECO
CORPORATION


EXECUTIVE
EMPLOYMENT AGREEMENT


(Level
One)





This Executive Employment Agreement(the “Agreement”) is made and entered into by and between Michael H. Madison
(“Executive”), and Cleco Corporation, a Louisiana corporation (the “Company”),
and is intended to amend, restate, and replace, in its entirety, that certain
Executive Employment Agreement (Level 1) by and between the Company and
Executive dated October 1, 2003(the “Prior Agreement”).





1.           Employment;
Term:





1.1           Position.The
Company shall employ and retain Executive as its President and Chief Executive Officeror 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 or her hereunder, from time to time, by the Board of Directors
of the Company and shall include such duties as are the type and nature normally
assigned to similar executive officers of a corporation of the size, type and
stature of the Company.  Executive shall report to the Company’s Board
of Directors.





1.2           Term.  Executive’s
employment hereunder shall commence as of October 1, 2009(the
“Effective Date”) and shall continue for two successive years; provided that on
the first anniversary of the Effective Date and each succeeding anniversary
thereafter, this Agreement shall be renewed for an additional one-year term
unless either party provides written notice to the other that this Agreement
shall not be further renewed, such notice to be provided not later than 30 days
prior to the end of the then-current term hereof (the period between the
Effective Date and the expiration or termination of this Agreement referred to
herein as the “Employment Term”).





1.3           Full Time and
Attention.During the Employment Term, Executive shall devote
his or her full time and attention to the business of the Company and will not,
without the prior written consent of the Chief Executive Officer of the Company,
be engaged (whether or not during normal business hours) in any other business
or professional activity, whether or not such activities are pursued for gain,
profit or other pecuniary advantage.





Notwithstanding
the foregoing, Executive shall not be prevented from (a) engaging in any civic
or charitable activity for which Executive receives no compensation or other
pecuniary advantage, (b) investing his or her personal assets in businesses
which do not compete with the Company, provided that such investments will not
require any services on the part of Executive in the operation of the affairs of
the businesses and that Executive’s participation 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.





2.           Compensation
and Benefits:





2.1           Base
Compensation.  The Company shall pay Executive an annual salary
equal to his or her annual base salary in effect as of the Effective Date, such
amount shall be prorated and paid in equal installments in accordance with the
Company’s regular payroll practices and policies (Executive’s “Base
Compensation”).  Executive’s Base Compensation shall be reviewed not
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           Bonuses, Incentives and Other
Benefits.  During the Employment Term, Executive shall be
eligible for participation in the Company’s:





a.
            Annual
      Incentive Compensation Plan (referred to as the “Incentive Plan”; any
      bonus paid thereunder referred to as an “Incentive
  Bonus”);





b.           
 2000 Long-Term Incentive Compensation Plan (the “Equity Incentive Plan”);
and





c.           
 Supplemental Executive Retirement Plan (the “SERP”),





each as
may be amended, restated, supplemented or replaced, from time to time, in
accordance with its terms.





Executive
further shall participate in such plans, policies, and programs as may be
maintained, from time to time, by the Company or any affiliate thereof, at least
80% of the common stock or other equity interests of which is owned, directly or
indirectly, by the Company (an “Affiliate”), for the benefit of senior
executives or employees of the Company.  Such plans, policies and
programs may include, without limitation, profit sharing, life insurance, and
group medical and other welfare benefit plans.  Any payments or
benefits thereunder shall be subject to and determined in accordance with the
specific terms and conditions of the documents evidencing any such separate
plans, policies, and programs.





2.3           Reimbursement of
Expenses.  The Company shall reimburse Executive for such
reasonable and necessary expenses as are incurred in carrying out his or her
duties hereunder, consistent with the Company’s standard policies and annual
budget.  The Company’s obligation to reimburse Executive hereunder
shall be contingent upon the presentment by Executive of an itemized accounting
of such expenditures.





3.           Termination:





3.1           Termination Payments to
Executive.  As otherwise provided in this Section 3, in the
event of his or her termination of employment with the Company (the date of such
termination referred to herein as Executive’s “Termination Date”), Executive may
be paid:





a.
            Executive’s
      Base Compensation in effect as of his or her Termination Date for the
      remainder of his or her Employment Term, such term determined as if the
      notice of nonrenewal described in Section 1.2 hereof was furnished to
      Executive as of the Termination Date, but in no event less than his or her
      annualized Base Compensation.





b.
            Executive’s
      Incentive Bonus for the year in which his or her Termination Date
      occurs,  prorated to reflect Executive’s actual period of
      service during such year.





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





i.
            Purchase
      of the principal residence occupied by Executive as of his or her
      Termination Date (Executive’s “Principal Residence”), provided such
      Principal Residence is located within 60 miles of Executive’s primary work
      location, for an amount equal to the greater of (x) the fair market value
      of such residence as determined by the Company’s third party relocation
      service, or (y) the purchase




2






price
      of such residence and the documented cost of any capital improvements made
      to the such residence made by Executive, but not more than 120% of such
      purchase price; and




ii.
            Pay
      or reimburse Executive for the cost of relocating Executive, his or her
      immediate family and their household goods and other personal property, in
      accordance with the Company’s usual relocation practice, to any location
      in the continental United States.





Notwithstanding
the foregoing, the Company shall not be obligated hereunder, unless Executive
actually relocates to a new principal residence that is more than 60miles from his or her
Principal Residence and Executive submits his or her written request to the
Company for the purchase of such residence not later than 12 months after
Executive’s Termination Date.  In any event, payment hereunder shall
be made not later than December 31st of the calendar year following the year in
which Executive’s Termination Date occurs.





d.
            If
      Executive timely elects to continue coverage under the Company’s group
      medical plan within the meaning of Code Section 4980B(f)(2), the Company
      shall pay to the Executive an amount equal to the continuation coverage
      premium for the same type and level of coverage elected by Executive
      and/or his or her spouse or dependents for a period of 18 months or until
      the Executive secures other employment where group health insurance is
      provided, whichever period is
shorter.





e.
            Executive’s
      Incentive Bonus in the target amount, determined with respect to the year
      in which his or her Termination Date
occurs.





Any amount or benefit provided
hereunder shall be in lieu of any severance or other cash payment available
under any severance pay plan or similar arrangement maintained by the Company or
an Affiliate.  The amount and benefits described herein shall be in
addition to any amount or benefit the Company is required by law to provide,
including, without limitation, Executive’s accrued but unpaid wages, and any
amount or benefit to which Executive may be entitled as of his or her
Termination Date under any separation benefit or retirement plan maintained by
the company or its Affiliates.





3.2           Waiver and
Release.  Any amount payable to Executive under this Section 3,
other than a payment on account of Executive’s death or Disability, shall be
contingent upon Executive’s timely execution and delivery to the Company of a
waiver and release in form and substance satisfactory to the
Company.   If Executive fails to execute such a waiver and
release at the time and in the manner requested by the Company, no payment,
benefit or reimbursement shall be due hereunder.





3.3           Death or
Disability.  If Executive dies or becomes Disabled during the
Employment Term, Executive’s employment hereunder shall immediately terminate
and the Company’s obligations hereunder shall cease.  In such event,
the Company shall pay to Executive (or his or her estate) an amount determined
in accordance with Section 3.1b hereof in the form of a single-sum at the time
Executive would have otherwise received such bonus notwithstanding his or her
death or Disability.   For purposes of this Section 3.2,
Executive shall be deemed “Disabled” or a “Disability” shall be deemed to occur
if Executive is actually receiving benefits under the Company’s separate
long-term disability plan.





3.4           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, no
payments or benefits shall be due to Executive from the Company, except as may
be required under a separate plan,








3





policy or
program evidencing a retirement or other benefit arrangement or as may be
required by law to be provided.





For
purposes of this Agreement, “Cause” means that Executive has:





a.
            Committed
      an intentional act of fraud, embezzlement or theft in the course of
      employment or otherwise engaged in any intentional misconduct which is
      materially injurious to the financial condition or business reputation of
      the Company or its Affiliates;





b.
            Committed
      intentional damage to the property of the Company and its Affiliates or
      Executive has committed intentional wrongful disclosure of proprietary
      information or Confidential Information (as defined in Section 5.2
      hereof), which is materially injurious to the financial condition or
      business reputation of the Company or its
  Affiliates;





c.
            Been
      convicted with no further possibility of appeal, or entered a guilty or
      nolo contendere
      plea, for a felony or a crime involving moral
  turpitude;





d.
            Willfully
      and substantially refused to perform the essential duties of his or her
      position after written notice from the
Company;





e.
            Intentionally,
      recklessly or negligently violated any material provision of the Company’s
      code of conduct or equivalent code of policy that is applicable to
      Executive;





f.
            Intentionally,
      recklessly or negligently violated any material provision of the
      Sarbanes-Oxley Act of 2002 or any of the rules adopted by the Securities
      and Exchange Commission implementing any such provision;
  or





g.
            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.





No act or
failure to act on the part of Executive will be deemed “intentional” if it was
due primarily to an error in judgment or negligence, but will be deemed
“intentional” only if done or omitted to be done by Executive not in good faith
and without reasonable belief that his or her action or omission was in the best
interest of the Company or an Affiliate.





3.5           Executive’s Constructive
Termination.Executive may terminate this Agreement and his or
her employment on account of a Constructive Termination. In such event, the
Company shall pay or provide to Executive:





a.
            The
      amounts determined under Sections 3.1a, 3.1d and 3.1e hereof, which shall
      be payable in the form of a single-sum 45 days after Executive’s
      Termination Date, provided that Executive has then satisfied all
      applicable conditions; and





b.
            The
      benefit described in Section 3.1c hereof, subject to the terms and
      conditions set forth therein.





For
purposes of this Agreement, “Constructive Termination” means:




4






a.
            A
      material reduction (other than a reduction in pay uniformly applicable to
      all officers of the Company) in the amount of Executive’s Base
      Compensation;





b.
            A
      material reduction in Executive’s authority, duties or responsibilities
      from those contemplated in Section 1.1 of this Agreement;
    or





c.            
A material breach of this Agreement by the Company.





No event
or condition described in this Section 3.5 shall constitute a Constructive
Termination unless (a) Executive provides to the Company written notice of his
or her objection to such event or condition not later than 60 days after
Executive first learns of such event or condition, (b) such event or condition
is not corrected by the Company promptly after receipt of such notice, but in no
event more than 30 days after receipt of notice, and (c) Executive resigns his
or her employment with the Company and all Affiliates not more than 15 days
following the expiration of the 30-day period described in subparagraph (b)
hereof.





3.6           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 pay
or provide to Executive the amounts and benefits described in Section 3.5
hereof, subject to the terms and conditions set forth therein.





3.7           Termination by
Executive.  Executive may terminate this Agreement and his or
her employment hereunder, other than on account of Constructive Termination,
upon 30 days prior written notice to the Company or such shorter period as may
be agreed upon by the Chief Executive Officer and Executive.  In such
event, no additional payments or benefits shall be due hereunder, except as may
be provided under a separate plan, policy or program evidencing a retirement or
other benefit plan or as may be required by law to be provided.





3.8           Return of
Property.  Upon termination of this Agreement for any reason,
Executive  shall promptly return to the Company all of the property of
the Company and its Affiliates, including, without limitation, automobiles,
equipment, computers, fax machines, portable telephones, printers, software,
credit cards, manuals, customer lists, financial data, letters, notes,
notebooks, reports and copies of any of the above and any Confidential
Information that is in the possession or under the control of Executive,
regardless of the form in which it is held or maintained.





3.9           Expiration of
Agreement.  Upon expiration of the term of this Agreement,
including any renewal thereof, the obligations of the Company hereunder shall
cease.  Executive shall then be deemed to be an at-will employee of
the Company or an Affiliate, as the case may be, subject to the rights and
limitations attendant to such status.  He or she shall be and remain
bound by the provisions of Section 5 hereof, which shall survive such
expiration.





4.           Change
in Control:





4.1           Waiver and
Release.  Any amount payable to Executive under this Section 4,
whether on account of Change in Control or a Business Transaction, shall be
contingent upon Executive’s timely execution and delivery to the Company of a
waiver and release in form and substance satisfactory to the
Company.  If Executive fails to execute such a waiver and release at
the time and in the manner requested by the Company, no payment, benefit or
reimbursement shall be due hereunder.




5




4.2           Definitions.The
terms “Change in Control” and “Business Transaction” shall have the meanings
ascribed to them in the Equity Incentive Plan, as the same may be amended from
time to time.  The term “Good Reason” 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;





b.
            Executive’s
      authority, duties or responsibilities are significantly reduced from those
      contemplated in Section 1.1 hereof or Executive has reasonably determined
      that, as a result of a change in circumstances that significantly affects
      his or her employment with the Company or an Affiliate, he or she is
      unable to exercise the authority, power, duties and responsibilities
      contemplated in such section;





c.
            Executive
      is required to be away from his or her office in the course of discharging
      his or her duties and responsibilities under this Agreement significantly
      more than was required prior to the Change in Control;
  or





d.
            Executive
      is required to transfer to an office or business location located more
      than 60 miles from the primary location to which he or she was assigned
      prior to the Change in Control.





No event
or condition described in this Section 4.2 shall constitute Good Reason unless
(a) Executive gives the Company written notice of his or her objection to such
event or condition within 60 days after Executive first learns of it, (b) such
event or condition is not promptly corrected by the Company, but in no event
later than 30 days after receipt of such notice, and (c) Executive resigns his
or her employment with the Company and its Affiliates not more than 60 days
following the expiration of the 30-day period described in subparagraph (b)
hereof.





4.3           Termination In Connection With a
Change in Control.  If Executive’s employment is involuntarily
terminated by the Company, without Cause, and other than on account of
Executive’s death or Disability or Executive terminates his or her employment
hereunder for Good Reason, either occurring during the 60-day period preceding
or the 36-month period following a Change in Control, then notwithstanding any
provision of this Agreement to the contrary and in lieu of any compensation or
benefits otherwise provided or payable hereunder:





a.
            The
      Company shall pay to Executive an amount equal to three times the sum of
      Executive’s annualized Base Compensation and target bonus, each determined
      immediately before the consummation of the Change in Control, which amount
      shall be payable in the form of a single-sum 30 days after Executive’s
      Termination Date or the first business day
  thereafter;





b.
            The
      Company shall provide to Executive the benefit described in Section 3.1c
      hereof, subject to the terms and conditions set forth
    therein;





c.
            The
      Company shall pay to Executive the amount described in Section 3.1d
      hereof, subject to the terms and conditions set forth therein, but for a
      period of 36 months, which amount shall be payable in the form of a
      single-sum 30 days after Executive’s Termination Date or the first
      business day thereafter;






6





d.
            The
      Company shall pay to Executive an amount equal to three times the maximum
      matching contribution determined under the Cleco Corporation 401(k)
      Savings and Investment Plan, as the same may be amended or restated from
      time to time, determined as if Executive deferred thereunder the maximum
      amount permitted under Code Section 402(g); such amount shall be paid in
      the form of a single-sum payment 30 days after Executive’s Termination
      Date or the first business day
thereafter;





e.
            Vesting
      shall be accelerated, any restrictions shall lapse, and all target and
      opportunity performance objectives shall be deemed satisfied at the
      maximum level as to any then outstanding grant or award made under the
      Equity Incentive Plan and/or the 1990 Long-Term Incentive Compensation
      Plan; Executive shall further 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;
  and





f.
            Executive
      shall be fully vested for purposes of any service or similar requirement
      imposed under the SERP, regardless of the actual number of his or her
      years of service; Executive shall be credited with an additional three
      years of age for purposes of determining his or her benefit percentage
      under the SERP, but in no event shall such benefit percentage be less than
      50%; and Executive shall be credited with an additional three years of age
      for purposes of determining any reduction taken with respect to benefits
      commencing before Executive’s normal retirement date (as defined in such
      plan).





4.4           Tax Payment.If any payment to
Executive pursuant to this Agreement or any other payment or benefit made for
the benefit of Executive by the Company or an Affiliate in connection with a
Change in Control 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 to Executive an amount such
that, after the payment by Executive of all taxes due on such amount, there
remains a balance sufficient to pay the principal amount of such excise or
penalty tax.  Executive shall promptly 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 appointed by the Company shall
make such determination, and such determination shall be final and binding on
the parties hereto.  Any payment due hereunder shall be made by the
Company in the form of a single-sum promptly, but in no event later than
December 31st of the calendar year following the year in which Executive remits
the amount of such excise or penalty tax to the Internal Revenue Service or
other taxing authority.





4.5           Business Transaction
Benefit.If Executive’s employment with the Company and its
Affiliates is involuntarily terminated by the Company in connection with a
Business Transaction, other than on account of Cause, then Executive shall
receive the benefits described in Sections 4.3e and 4.3f
hereof.  Further, if Executive is not rehired by the successor or
surviving entity involved in such transaction, the Company shall pay to
Executive the amount described in Section 3.6 hereof, subject to the terms and
conditions set forth therein.





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 acknowledged.




7




5.2           Confidential
Information.Executive recognizes and acknowledges that during
the terms of his or her employment, he or she has and will have access to
confidential, proprietary, non-public information concerning the Company and its
Affiliates, which may include, without limitation, (a) books and records
relating to operations, finance, accounting, personnel and management, (b)
price, rate and volume data, future price and rate plans, and test data, (c)
information related to product design and development, (d) computer software,
customer lists, information obtained on competitors, and sales tactics, and (e)
various other non-public trade or business information, including business
opportunities, marketing or business diversification plans, acquisitions,
methods and processes, and financial data and the like (collectively, the
“Confidential Information”).  Executive agrees that he or she will not
at any time, either while employed by the Company or afterwards, make any
independent use of, or disclose to any other person or organization (except as
authorized by the Company or pursuant to court order) any of the Confidential
Information.





5.3           Non-Solicitation.Executive
agrees that during the one-year period commencing as of the date of voluntary
termination by Executive as described in Section 3.7 hereof or the involuntary
termination of Executive on account of Cause as described in Section 3.4 hereof,
he or she shall not, directly or indirectly, for his or her 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 by the Company from time to
time.  Executive acknowledges that the Company and its Affiliates are
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.





5.4           Business
Reputation.  Executive agrees that during the Employment Term
and at all times thereafter, he or she shall refrain from performing any act,
engaging in any conduct or course of action or making or publishing an adverse,
untrue or misleading statement which has or may reasonably have the effect of
demeaning the name or business reputation of the Company or its Affiliates or
which adversely affects (or may reasonably adversely affect) the best interests,
economic or otherwise, of the Company or an Affiliate.





5.5           Restrictions
Reasonable.The parties agree that each of the restrictions
set forth in this Section 5 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.  The parties further agree that should a court or
arbitrator determine that any restriction set forth herein is unenforceable,
such court of arbitrator may reform such restriction to the extent necessary to
provide for its enforcement under applicable law.





5.6           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 (a) the Company shall be
entitled to a temporary restraining order or a preliminary injunction, without
the necessity of posting bond in connection therewith, which may be obtained by
means of a judicial proceeding notwithstanding the provisions of





8





Section
6.16 hereof, and (b) any additional payments or benefits due to Executive or his
or her spouse or dependents under Sections 3 and 4 hereof shall be canceled and
forfeited, except any amount tendered to Executive as consideration for his or
her waiver and release.  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.           General:





6.1           Specified Executive
Delay.  In the event the Company determines that Executive is a
“specified employee” within the meaning of Code Section 409A as of his or her
Termination Date, then, notwithstanding any provision of this Agreement to the
contrary, the Company shall postpone until the first business day of the seventh
calendar month following Executive’s Termination Date (the “Delayed Payment
Date”) any payment or benefit hereunder which is deemed on account of
Executive’s separation from service and not otherwise permitted to be paid or
furnished under Code Section 409A, including any regulation or guidance
promulgated thereunder.  Any payment made as of Executive’s Delayed
Payment Date shall include the principal amount of all payments suspended
between Executive’s Termination Date and such date, without liability for
interest or other loss of investment opportunity.





6.2           Mitigation Not
Required.  Except as provided in Section 3.1d hereof, 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.





6.3           Attorneys’ Fees and
Costs.  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, all costs, fees
and expenses, including attorney fees, of any arbitration or other legal action
in connection with such matters in which Executive substantially prevails, shall
be borne by the Company.





After a
Change in Control 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.  Accordingly, if,
following a Change in Control, the Company fails 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,
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, except as to any action brought to
enforce the provisions of Section 5 hereof.  In such event, 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.





If
Executive claims the reimbursement of fees, costs or expenses hereunder,
Executive’s claim shall be made not later than the last day of the calendar year
following the year in which the expense was incurred.  The Company
shall pay such amount promptly, but not later than the last day of the calendar
year following the year in which Executive claims reimbursement
hereunder.




9




6.4           No Set-Off.There
shall be no right of set-off or counterclaim in respect of any claim, debt or
obligation against any payment to Executive provided for in this
Agreement.





6.5           Assistance with
Litigation.After Executive’s Termination Date and for a
period of one year after the end of the last period with respect to which
Executive will have received any compensation under this Agreement, Executive
will furnish such information and proper assistance as may be reasonably
necessary in connection with any litigation in which the Company or an Affiliate
is then or may become involved.





6.6           Headings.  Section
and other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.





6.7           Entire
Agreement.This Agreement constitutes the entire understanding
and agreement among the parties hereto with respect to the subject matter
hereof, and there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth
herein.  Executive expressly acknowledges that this Agreement
extinguishes, in their entirety, the rights and obligations of the parties under
Executive’s Prior Agreement.





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





6.9           Choice of Law.The
validity of this Agreement, the construction of its terms, and the determination
of the rights and duties of the parties hereto shall be governed by and
construed in accordance with the internal laws of the State of Louisiana
applicable to contracts made to be performed wholly within such
state.





6.10           Notices.All
notices and other communications under this Agreement must be in writing and
will be deemed to have been duly given when (a) delivered by hand, (b) sent by
telecopier to a telecopier number given below, provided that a copy is sent by a
nationally recognized overnight delivery service (receipt requested), or (c)
when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case as follows:





If to
Executive:                      Last
address on file with the Company





If to the
Company:               Cleco
Corporation


2030 Donahue Ferry Road


Pineville, LA 71360


Telecopier: 318- 484-7777


Attention: Chairman, Board of
Directors





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





6.11           Assignment.This
Agreement will inure to the benefit of and be binding upon the Company, its
Affiliates, and their successors and assigns, including, without limitation, any
person, partnership, company, corporation or other entity that may acquire
substantially all of the Company’s assets or business or with or into which the
Company may be liquidated, consolidated, merged or otherwise combined, and will
inure to the benefit of and be binding upon Executive, his or her heirs, estate,
legatees and legal representatives.  If payments become payable to
Executive’s surviving spouse or other assigns and such person thereafter dies,
such payment will revert to Executive’s estate.






10


6.12           Severability.  Each
provision of this Agreement is intended to be severable.  In the event
that any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, the same shall not
affect the validity or enforceability of any other provision of this Agreement,
but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision was not contained herein.  Notwithstanding the
foregoing, however, no provision shall be severed if it is clearly apparent
under the circumstances that the parties would not have entered into this
Agreement without such provision.





6.13           Withholding.As a
condition of the receipt of any payment or benefit hereunder, the Company or an
Affiliate shall be entitled to withhold any federal, state or local taxes
required by law to be withheld.





6.14           Survival.Notwithstanding
anything herein to the contrary, to the extent applicable, the rights and
obligations of the Company under Sections 3, 4, and 6 hereof and the rights and
obligations of Executive under Sections 5 and 6, shall remain operative and in
full force and effect regardless of the expiration or termination of this
Agreement.





6.15           Waiver.  The failure
of either party to insist in any one or more instances upon performance of any
terms or conditions of this Agreement will not be construed as a waiver of
future performance of any such term, covenant, or condition and the obligations
of either party with respect to such term, covenant or condition will continue
in full force and effect.





6.16           Arbitration.Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by binding arbitration administered by the American
Arbitration Association under its Employment Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  Both the Company and Executive hereby consent
to this binding arbitration provision.





The
existence of any claim or cause of action by Executive, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company or any of its Affiliates of any provision hereof.  The
Company’s remedies for breach of this Agreement shall be cumulative and the
pursuit of one remedy shall not be deemed to exclude any other
remedies.





This Executive Employment Agreementis 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/ George W.
Bausewine                                                          
/s/ Michael H.
Madison





Its:
Senior Vice President
– Corporate
Services                               Date:  September 18,
2009





Date:  September 11,
2009









11








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 Michael H. Madisoneffective
as of October 1,
2009.  The parties agree that the proscriptions set forth in
Section 5.3 thereof shall apply in the State of Louisiana, Parishes
of:





Acadia


Allen


Avoyelles


Beauregard


Calcasieu


Catahoula


DeSoto


Evangeline


Grant


Iberia


Jefferson Davis


Lafayette


Natchitoches


Rapides


Red River


Sabine


St. Landry


St. Martin


St. Mary


St. Tammany


Vernon


Washington








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.





12