----

**EXHIBIT 10(AA)(4)(a)**

**CLECO CORPORATION**

**EXECUTIVE EMPLOYMENT AGREEMENT**

**(Level 1)**

            **THISAGREEMENT** (the "Agreement") is entered into as of this 1st dayof October, 2003, by and between **Michael H. Madison** ("Executive"), andCleco Corporation, a Louisiana corporation (the "Company.)

**1.  EMPLOYMENT AND TERM**

            **1.1       Position. **The Company shall employ and retain Executive as its President and Chief OperatingOfficer of Cleco Power LLC or in such other capacity or capacities as shall bemutually agreed upon, from time to time, by Executive and the Company, andExecutive agrees to be so employed, subject to the terms and conditions setforth herein. Executive's duties and responsibilities shall be those assignedto his 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 his 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 his 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 will not result in Executive owning beneficiallyat any time 5% or more of the equity securities of any corporation engaged in abusiness competitive with that of the Company. 

----

            **1.4       Term.** Executive's employment under this Agreement shall commence as of October 1, 2003 (the "Effective Date"), and shall terminate on October 1, 2006 (such date orthe last day of employment specified in any renewal or amendment hereofreferred to herein 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 mayprovide written notice to the other that the Employment Term will not befurther extended, such notice to be provided not later than 30 days prior tothe end of the then current Employment Term.  

**2.  COMPENSATION AND BENEFITS**

            **2.1       BaseCompensation.**  The Company shall pay Executive an annual salary equal to hisannual 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 BaseCompensation may not be reduced at any time unless such reduction is part of areduction in pay 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").

          **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 

Page 2

----

executivesor employees, including, without limitation, profit sharing, life insurance,and group medical and other welfare benefit plans.  Any such benefits shall bedetermined in accordance with the specific terms and conditions of thedocuments evidencing any such plans, policies, and programs. 

            **2.6       Reimbursementof Expenses.**   The Company shall reimburse Executive for such reasonableand necessary expenses as are incurred in carrying out his 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 his 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'sIncentive Bonus payable with respect to the year of his termination, proratedto reflect Executive's actual period of service during such year.

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

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

i.          Purchase his 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.         Pay or reimburse Executive for thecost of relocating Executive, his family and their household goods and otherpersonal property, in accordance with 

Page 3

----

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 hisemployment 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 his 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 his 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 the Company'sobligations hereunder shall automatically cease.  In such event, the Companyshall pay to Executive (or his estate) the amounts described in Sections 3.1aand 3.1c hereof.  Payment shall be made in the form of one or more single-sumsas soon as practicable after Executive's death or disability or as and whensuch amounts are ascertainable.

            Forpurposes of this Section 3.2, Executive shall be deemed "disabled" if he 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.

            **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 

Page 4

----

bemade in the form of a single-sum not later than three days after suchtermination.  Notwithstanding any provision of this Agreement or any otherplan, policy or agreement evidencing any other compensation arrangement orbenefit payable to Executive, no additional amount shall be paid to Executive,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 his 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 his 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 his 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 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 thatthe actions or inactions of Executive constitute Cause hereunder.

            **3.4       Executive'sConstructive Termination.**Executive may terminate this Agreement and hisemployment 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 his 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 one-half six months after such termination, and (c) the benefitsdescribed in Sections 3.1e, 3.1f and 3.1g hereof.

Page 5

----

            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 his 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 his 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 under Sections3.1b and 3.1d hereof, payable in not more than two equal installments, one-halfnot later than 30 days after termination and the other one-half six monthsafter such termination, and (c) the benefits described in Sections 3.1e, 3.1fand 3.1g hereof.

            **3.6       Terminationby Executive.**  Executive may terminate this Agreement and his employmenthereunder, other than on account of Constructive Termination, upon 30 daysprior written notice to the Company or such shorter period as may be agreed uponby the Chief Executive Officer and Executive.  In such event, the Company shallpay to Executive the amount described in Section 3.1a hereof.  Payment shall bemade 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, Executiveshall 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 Information (as defined inSection 5.2 hereof) that is in the possession or under the control ofExecutive. 

Page 6

----

            **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 hisemployment 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 hisemployment with the Company (or an Affiliate), he is unable to exercise theauthority, power, duties and responsibilities contemplated in Section 1.1hereof;

            c.         Executive isrequired to be away from his office in the course of discharging his 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 he 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 his 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 notice, and (c) Executive resigns his employment with the Company (and itsAffiliates) not more than 60 days following the expiration of the 30-day perioddescribed in subparagraph (b) hereof.   

Page 7

----

            **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 his 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 amount payable under the Company's annualincentive plan.

            c.         The Company shallprovide to Executive and his dependents coverage under the Company's or anAffiliate's group medical plan for the same type and level of health benefitsreceived by Executive and his dependents immediately prior to such terminationfor a period of three years or until Executive and/or his 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 his 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. Executive shall beentitled to such additional benefits or rights as may be provided in thedocuments evidencing such plans or the terms of any agreement evidencing suchgrant 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 his benefit percentage under theSupplemental Plan, but in no event shall such benefit percentage be less than50%; 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 thewritten request of Executive:

Page 8

----

i.          Purchase his 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, his 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 hisemployment 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 hoursof service 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 histermination 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 any similar excise or penalty taxpayable under any United States federal, state, local or other 

Page 9

----

law,the Company shall pay an amount to Executive such that, after the payment byExecutive of all taxes on such amount, there remains a balance sufficient topay such excise or penalty tax.  Executive shall submit to the Company theamount to be paid under this Section 4.4, together with supportingdocumentation.  If Executive and the Company disagree as to such amount, anindependent public accounting firm agreed upon by Executive and the Companyshall 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 his 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 andprocesses, and financial data and the like (collectively, the "ConfidentialInformation").  Executive agrees that he 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), he 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.

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 

Page 10

----

Affiliates)is presently doing business in such locations and that during the EmploymentTerm Executive will be required to provide services to or for the benefit ofthe 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 his employment with the Company (and its Affiliate) and at all timesthereafter, he 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 his 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 other obligationon 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, enforcement or defense of Executive's rights under thisAgreement by litigation or otherwise.  Accordingly, if, following a Change inControl or Business Transaction, the Company has failed 

Page 11

----

tocomply with any of its obligations under this Agreement or the Company or anyother person takes or threatens to take any action to declare this Agreementvoid or unenforceable or in any way reduce the possibility of collecting theamounts due hereunder, or institutes any litigation or other action orproceeding designed to deny or to recover from Executive the benefits providedor intended to be provided under this Agreement, Executive shall be entitled toretain counsel of Executive's choice, at the expense of the Company, to adviseand represent Executive in connection with any such interpretation, enforcementor defense, including without limitation the initiation or defense of anylitigation, arbitration or other legal action, whether by or against theCompany or any director, officer, stockholder or other person affiliated withthe Company, in any jurisdiction.  The Company shall pay and be solelyfinancially responsible for any and all attorneys' and related fees andexpenses incurred by Executive in connection with any of the foregoing, withoutregard 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 ofLouisiana applicable to contracts made to be performed wholly within suchstate.

            **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 

Page 12

----

telecopierto a telecopier number given below, provided that a copy is sent by anationally recognized overnight delivery service (receipt requested), or (c)when received by the addressee, if sent by a nationally recognized overnightdelivery service (receipt requested), in each case as follows:

                        If to Executive:              MichaelH. Madison 

                                                            6417Genevieve

                                                            Alexandria,LA  71303 

                        If to the Company:        ClecoCorporation

                                                            2030Donahue 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, his 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 apparent underthe circumstances that the parties would not have entered into this Agreementwithout 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.

**             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 

Page 13

----

futureperformance of any such term, covenant, or condition and the obligations ofeither party with respect to such term, covenant or condition will continue infull 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.

**CLECOCORPORATION                                        EXECUTIVE **

By: /s/  Catherine C. Powell                                         /s/ Michael H. Madison                              

                                                                                   **      MichaelH. Madison **

Its: Sr. V.P. - Corporate Services                                                                                                        

Date: October 1, 2003                                                Date:  November7, 2003                                                                                       

 

Page 14

----

**CLECO CORPORATION**

**EXECUTIVE EMPLOYMENT AGREEMENT**

**EXHIBIT A**

            ThisExhibit A is intended to form a part of that certain Executive EmploymentAgreement by and between Cleco Corporation and **Michael H. Madison,**effectiveas of October 1, 2003.   The parties agree that the proscriptions set forth inSection 5.3 thereof shall apply in the State of Louisiana, Parishes of:

AcadiaParish

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 shallamend this Exhibit A, from time to time, to eliminate Parishes in which theCompany is no longer doing business and to add Parishes in which the Company iscurrently doing business.

Page 15

----