**EXHIBIT
      10(g)(7)**


**CLECO
          CORPORATION**
 
 **EXECUTIVE
          EMPLOYMENT AGREEMENT**
 **(Level
          1)**
 
 **THIS
          AGREEMENT** (the
“Agreement”) is entered into as of this 29th
          day of January,
          2007, by and between **Wade A. Hoefling** (“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 –
General Counsel, Director – Regulatory Compliance, and Assistant Corporate
          Secretary**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 January 29, 2007 (the
          “Effective Date”), and shall terminate on January 29, 2010 (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.
  Page
              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 severance plan or arrangement
          maintained by the Company (or its Affiliates) on account of termination
          of
          employment hereunder, but in no event will Executive be entitled to recover
          under both:
 
 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
 
 Page
              3
 
 Notwithstanding
          the foregoing, the Company shall not be obligated hereunder, unless, within
          21⁄2
months after the year in which occurs 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.  Any payments by the Company pursuant to this Section
          3.1e shall be made no later than March 15th of the
          calendar
          year following the calendar year in which Executive’s employment is
          terminated.
 
 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.
 
 Notwithstanding
          any provision to the contrary, the amounts set forth in Sections 3.1a,
          b, c, d
          and e hereof shall be paid no later than March 15th of the
          calendar
          year following the calendar year in which Executive’s employment is
          terminated.
  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, but in no event later than March 15th of the
          calendar
          year following the Executive’s termination of employment due to death or
          disability.
 
 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.
  Page
              4
 **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
                    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.
 
 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 whether 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
  Page
              5
   more
          than two equal installments, one-half not later than 30 days after termination
          and the other one-half six months after such termination or, if earlier,
          on
          March 15th of
          the calendar year following the calendar year in which such termination
          occurs,
          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
 
 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, or, if earlier, on
          March
          15th of the
          calendar year following the calendar year in which such termination occurs,
          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
  Page
              6
  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.
 
 **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.
  Page
              7
 **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.
 
 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.  All
                    payments and benefits to be provided by this section 4.2d shall
                    be paid no
                    later than March 15th
                    of the
                    calendar year following the calendar year in which such termination
                    occurs.
 
 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
  Page
              8
  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
          21⁄2
months after the year in which occurs 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.  Any payments by the Company pursuant to this Section
          4.2f shall be made no later than March 15th of the
          calendar
          year following the calendar year in which Executive’s employment is
          terminated.
 
 
 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, or, if earlier, on March 15th of the
          calendar
          year following the calendar year in which such termination occurs, 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
  Page
              9
  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 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.
  Page
              10
 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.
 
 **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
  Page
              11
  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.
 
 **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:
  Page
              12
  If
          to
          Executive:                    Wade
          A. Hoefling
 925
          Retreat East
 Pineville,
          Louisiana
          71360
 
 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 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**           **Section
          409A.**The parties intend that this Agreement comply, to the extent
          applicable, with the provisions of Section 409A of the Internal Revenue
          Code and
          related regulations and Treasury pronouncements ("Section 409A").  If
          the parties determine in good faith that any provision provided herein
          would
          result in the imposition of an excise tax under the
  Page
              13
   provisions
          of Section 409A, Executive and the Company agree that each will use good
          faith
          efforts to reform any such provision to avoid imposition of any such excise
          tax
          in the manner that Executive and the Company mutually determine is appropriate
          to comply with Section 409A.
  **6.16**           **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/
          G. W. Bausewine                                 /s/
          Wade Hoefling
 **WADE
          A. HOEFLING**
 Its:  SVP,
          Corporate
          Services
 
 Date:
          3/26/2007                                   Date:
          3/27/2007
   Page
              14
  **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 **Wade A. Hoefling**, first effective as of January
          29, 2007.  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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          15