**EXHIBIT
        10(g)(9)**
 
 
 
 **CLECO
        CORPORATION**
 **SEPARATION
        AGREEMENT**
 
 
 **THIS
        SEPARATION AGREEMENT**(the “Agreement”) is made effective as of July 31, 2007 (the “Effective
        Date”), between Cleco Corporation and each of its subsidiaries and affiliates
        (collectively, the “Company”) and **Samuel H. Charlton III**
        (“Employee”).
 
 1.           **Separation
        from Employment.**  Effective as of July 31, 2007, and pursuant
        to Paragraph 3.5 of that certain Employment Agreement by and between the
        Company
        and Employee dated June 29, 2006 (the “Employment Agreement”), the parties agree
        that Employee’s employment with the Company shall be separated (the “Separation
        Date”).
 
 2.           **Final
        Wages.**The Company shall pay to Employee any base
        compensation accrued but unpaid as of his Separation Date as soon as practicable
        thereafter.
 
 3.           **General
        Waiver and Release.**In consideration for Employee’s
        execution of the General Waiver and Release, attached as Exhibit A hereto,
        and
        provided that such General Waiver and Release is executed by Employee and
        returned to the Company not later than 21 days after Employee’s Separation Date,
        the Company shall pay to Employee an amount equal to**$****112,200**, which amount shall be paid in the form of a
        single sum not later than ten business days after such General Waiver and
        Release becomes irrevocable in accordance with its terms.  The
        Employee acknowledges and agrees that the consideration described herein
        is not
        for services he has rendered, is not otherwise due or owing to him under
        any
        agreement (whether oral or written) with the Company or under any Company
        plan,
        policy or practice, is to be paid solely on account of his separation, and
        that
        such payment would not be made or owing absent his execution of the General
        Waiver and Release.
 
 4.           **Separation
        Payments and Benefits.**
 
 4.1           **Severance
        Pay.**  Provided Employee is not in breach of any
        post-termination obligation imposed under the Employment Agreement, he shall
        be
        entitled to a payment in the amount of**$417,833**,****one-half of which shall be paid not
        later than 30 days following his Separation Date and one-half of which shall
        be
        paid on February 1, 2008.
 
 4.2           **Relocation.**  If
        Employee elects to cause the Company to provide the relocation assistance
        set
        forth in Paragraph 3.1e of the Employment Agreement, he shall request, not
        later
        than July 30, 2008, that the Company (a) pay or reimburse him for relocation
        costs as provided in Paragraph 3.1e(ii) of the Employment Agreement, and/or
        (b)
        purchase his principal residence at a price equal to the greater of (i) its
        appraised value, or (ii) Employee’s purchase price plus the documented cost of
        any improvements made by Employee.  Payment or reimbursement hereunder
        shall be made not later than December 31, 2008.
 
 4.3           **Medical
        Plan Continuation Coverage.**If Employee and his eligible
        dependents timely elect continuation coverage under the Company’s group medical
        plan in accordance with the terms thereof, the Company shall pay directly
        to
        Employee the premium or premiums attributable to such election or elections
        for
        the maximum continuation coverage period available to each of Employee and
        his
        eligible dependents; provided, however, that the amount of any such payment
        shall be included in Employee’s income and subject to the payment, withholding
        and remittance of all applicable taxes.  Employee acknowledges that he
        shall be responsible for timely payment of monthly premiums.
  
 
 5.           **Equity
        Compensation.**
 
 As
        used in this Paragraph 5, the terms “Restricted Stock,” “Opportunity Shares,”
“Common Stock Equivalent Units” and “Performance Cycles” shall have the meanings
        ascribed to them in the Company’s 2000 Long-Term Incentive Compensation Plan, as
        amended (the “2000 LTIP”).
 
 5.1           **Disposition
        of Stock Awards.**  Under the 2000 LTIP, Employee has
        outstanding awards of Restricted Stock and Opportunity Shares for the three-year
        Performance Cycles beginning in 2005, 2006 and 2007, respectively, which
        shall
        be disposed of as follows:
 
 a.
              With
                  respect to the 2005 Performance Cycle, restrictions will lapse
                  as to **3,75****8**
                  shares of Restricted Stock and **3,75****8**
                  Opportunity Shares (collectively his “2005 Award”); such Restricted
                  Stock shall be distributed within 30 days following the Separation
                  Date;
                  such Opportunity Shares shall be distributed as of February 1,
                  2008,
                  together with any dividend equivalents regularly accruing on such
                  shares;
 
 b.
              With
                  respect to the 2006 Performance Cycle, Employee shall be entitled
                  to a
                  prorated portion of his actual award, if any, determined as of
                  December
                  31, 2009; any such award shall be pro rated with respect to the
                  number of
                  days elapsed in the 2006 Performance Cycle as of his Separation
                  Date; any
                  such award, whether Restricted Stock, Opportunity Shares, Common
                  Stock
                  Equivalent Units (CEUs) or Opportunity CEUs, shall be distributed
                  as of
                  the date set forth in Employee’s individual award made under the 2000
                  LTIP; and
 
 c.
              With
                  respect to the 2007 Performance Cycle, Employee shall be entitled
                  to a
                  prorated portion of his actual award, if any, determined as of
                  December
                  31, 2010;   such awards shall be pro rated with respect to
                  the number of days elapsed in the applicable 2007 Performance Cycle
                  as of
                  Employee’s Separation Date; any such award, whether Restricted Stock,
                  Opportunity Shares, Common Stock Equivalent Units (CEUs) or Opportunity
                  CEUs, shall be distributed as of the date set forth in Employee’s
                  individual award made under the 2000
                  LTIP.
 
 Any
        other Restricted Stock, Opportunity Shares or similar equity awards shall
        be
        deemed canceled and forfeited to the Company, without requirement of further
        notice or compensation.
 
 The
        Company shall directly remit for the benefit of Employee an income tax
        adjustment with respect to his 2005 Award, such amount determined in accordance
        with Paragraph 12.4 of the 2000 LTIP such direct remission shall be made
        as of
        the time or times determined in accordance with the Company’s regular remission
        practices, but no later than December 31, 2008. For this purpose (a) the
        value
        of Restricted Stock shall be determined as the closing sales price of the
        Company’s common stock on the Separation Date, and (b) the value of Opportunity
        Shares shall be the closing sales price of the Company’s common stock on January
        31, 2008.  Employee shall not be entitled to an income tax
        adjustment with respect to any award made with respect to the 2006 and 2007
        Performance Cycles and will be solely responsible for any Federal or state
        taxes
        due with respect thereto.
 
 5.2           **Stock
        Options.**  Any stock options granted to Employee under the
        2000 LTIP that are vested and remain unexercised as of his Separation Date
        shall
        remain exercisable during the 30-day period following his Separation Date
        in accordance with their terms.  Employee acknowledges that
        options not vested as of his Separation Date shall be cancelled and
        forfeited to the Company as of such date options otherwise exercisable hereunder
        that remain unexercised at the conclusion of such 30-day period shall be
        cancelled and forfeited to the Company at the conclusion of such
        period.
   2
 
 6.           **Supplemental
        Executive Retirement Plan.**  As of his Separation Date,
        Employee shall be entitled to a benefit under the Company’s Supplemental
        Executive Retirement Plan (“SERP”) in an amount equal to 65% of his final
        compensation (as defined in Paragraph 2.9 of the SERP), reduced appropriately
        for retirement prior to age 65 as described in paragraphs 3.3B and offset
        as
        otherwise provided in 3.5 thereof.  The amount and payment of
        such benefit shall be further subject to the terms of the SERP, as it may
        be
        amended from time to time
 
 7.           **Other
        Benefits.**  Notwithstanding the foregoing and except as may be
        expressly provided herein, this Agreement is not intended to affect or restrict
        Employee’s benefits under the employee benefit plans generally maintained for
        the benefit of all of the employees of the Company, as in effect as of the
        Separation Date.
 
 8.           **Extinguishment.**  Employee
        acknowledges that, except as otherwise provided in this Agreement, payment
        of
        the amounts and benefits described herein extinguishes the Company’s obligations
        under the Employment Agreement and the Annual Incentive Compensation Plan,
        in
        their entirety.
 
 9.           **Surviving
        Covenants.**  Employee acknowledges that he is subject to and
        bound by covenants concerning the use of the Company’s confidential information
        and the nonsolicitation of the Company’s employees set forth in his Employment
        Agreement, and that they shall survive his separation of employment in
        accordance with their terms.
 
 10.           **Return
        of Property.**  Employee shall promptly return to the Company
        all of the property of the Company, including, without limitation, automobiles,
        equipment, computers, fax machines, portable telephones, printers, software,
        credit cards, manuals, customer lists, financial data, letters, notes,
        notebooks, reports and copies of any of the above and any confidential
        information that is in the possession or under the control of
        Employee.
 
 11.           **Nondisparagement.**  As
        a material inducement to the Company to enter into this Agreement, Employee
        agrees that he will not:
 
 a.
              Publicly
                  criticize or disparage the Company, or privately criticize or disparage
                  the Company in a manner intended or reasonably calculated to result
                  in
                  public embarrassment to, or injury to the reputation of, the Company
                  in
                  any community in which the Company is engaged in
                  business;
 
 b.
              Directly
                  or indirectly, acting alone or acting in concert with others, institute
                  or
                  prosecute, or assist any person in any manner in instituting or
                  prosecuting, any legal proceedings of any nature against the Company,
                  excluding any legal action relating to claims of employment
                  discrimination or retaliation involving the Employee’s or another’s
                  employment;
 
 c.
              Damage
                  the property of the Company or otherwise engage in any misconduct
                  which is
                  injurious to the business or reputation of the Company;
                  or
 
 d.
              Take
                  any other action, or assist any person in taking any other action,
                  that is
                  adverse to the interests of the Company or inconsistent with fostering
                  the
                  goodwill of the Company.
 
 Notwithstanding
        the foregoing, Employee shall not be deemed in breach of the covenants contained
        herein solely by reason of testimony compelled by process of law or the conduct
        permitted in subparagraph b above.
   3
 
 The
        Company agrees that it will not publicly or privately criticize or disparage
        Employee in a manner intended or reasonably calculated to result in
        embarrassment to, or injury to the reputation of, Employee in the
        community.
 
 12.           **No
        Participation in Claims.**  Employee waives any right to in any
        way voluntarily assist any individual or entity in commencing or prosecuting
        any
        action or proceeding including, but not limited to, any administrative claims,
        charges or complaints and/or any lawsuit against the Company, or to in any
        way
        voluntarily participate or cooperate in any such action or proceeding,
except to the extent such waiver may be prohibited by law or as to an
        employment discrimination claim prosecuted by another employee or administrative
        body.
 
 13.           **Representations.**  By
        execution of this Agreement, Employee represents that no claim, charge,
        complaint or action by Employee against the Company exists in any forum or
        form.  In the event any such claim, charge, complaint or action has
        been filed, Employee shall not be entitled to recover any monies or other
        relief
        therefrom.
 
 By
        execution of this Agreement, the
        Company represents, that no claim, charge, complaint or action by it against
        Employee exists in any forum or form.  In the event that any such
        claim, charge, complaint or action has been filed, the Company shall not
        be
        entitled to recover any monies or other relief therefrom.  The Company
        also represents that Employee is entitled to no other payments or benefits
        resulting from his separation from employment other than those set forth
        herein.
 
 14.           **Assistance
        and Cooperation.**  Employee agrees he will furnish such
        information and proper assistance as may be reasonably necessary and requested
        by the Company in connection with any administrative agency claim, charge
        or
        complaint and/or any litigation in which the Company is or may become
        involved.  The Company agrees to reimburse Employee for his direct
        expenses incurred in providing any such assistance.
 
 15.           **Nonassignability.**  Neither
        this Agreement  nor any right or interest hereunder shall be subject,
        in any manner, to anticipation, alienation, sale, transfer, assignment, pledge,
        encumbrance or charge, whether voluntary or involuntary, by operation of
        law or
        otherwise, and any attempt at such shall be void.  Any benefit right
        or interest under this Agreement shall not in any way be subject to the debts,
        contract, liabilities, engagements or torts of Employee, nor shall it be
        subject
        to attachment or legal process for or against
        Employee.  Notwithstanding the foregoing, in the event of the
        Employee’s death prior to the payment of all amounts properly due hereunder,
        payment shall be paid to Employee’s estate.
 
 16.           **Notices.**  All
        notices or communications hereunder shall be in writing, addressed as
        follows:
  **To
                    the Company:**
                **To
                    the Employee:**
 Cleco
                    Corporation
                Samuel
                    H. Charlton III
 2030
                    Donahue Ferry Road
                2916
                    George’s Lane
 P.
                    O. Box 5000
                Alexandria,
                    LA  71301 Pineville,
                    Louisiana 71361-5000 Attention:
                    George W. Bausewine
 Either
        party may change its address for notices by providing a written notice of
        such
        address change to the other party.  All such notices shall be
        conclusively deemed to be received and shall be effective, (a) if sent by
        hand
        delivery, upon receipt, (b) if sent by telecopy or facsimile transmission,
        upon
        confirmation of receipt by the sender of such transmission, or (c) if sent
        by
        registered or certified mail, on the fifth day on which such notice is
        mailed.
   4
 
 17.           **Source
        of Payments.**  Payments hereunder shall be made from the
        general funds of the Company.  Employee’s status with respect to
        amounts owed hereunder shall be that of a general unsecured creditor of the
        Company, and Employee shall have no right, title, or interest whatsoever
        in or
        to any asset of the Company or any investment which the Company may have
        acquired to meet its obligations hereunder.   Nothing contained
        in this Agreement shall be deemed or be construed to create a trust of any
        kind
        or other fiduciary relationship between the Company and Employee or any other
        person.  The Company, in its sole discretion, may retain as owner and
        for its own benefit insurance on the life of Employee, in such amounts and
        in
        such forms consistent with the policies on the life of Employee held by the
        Company as of the Separation Date.  Neither Employee nor his
        beneficiaries or estate shall have any right or interest in the proceeds
        of any
        insurance policy naming the Employee as the insured.
 
 18.           **Tax
        Withholding.**  The Company may withhold from any amount
        payable hereunder all Federal, state, city or other income or employment
        taxes
        that may be required by law to be withheld.
 
 19.           **Separate
        Advice.**Employee acknowledges that neither the Company nor
        its directors, officers or employees has provided him with advice about the
        terms and conditions of this Agreement, including the taxation of benefits
        and
        payments hereunder, and that neither the Company nor its directors, officers
        or
        employees has any ongoing obligation to do so.  Employee has been
        advised to consult his own counsel prior to the execution of this Agreement
        and
        he has done so or determined that such counsel is not necessary.
 
 20.           **General
        Provisions.**
 
 a.
              If
                  any provision of this Agreement is held to be invalid, illegal,
                  or
                  unenforceable, in whole or in part, such invalidity shall not affect
                  any
                  otherwise valid provision, and all other valid provisions shall
                  remain in
                  full force and effect.
 
 b.
              Titles
                  and headings used herein are solely for convenience of reference
                  and do
                  not constitute a part of this Agreement or affect its meaning,
                  interpretation or effect.
 
 c.
              This
                  Agreement shall be construed and enforced in accordance with the
                  internal
                  laws of the State of Louisiana applicable to contracts made to
                  be
                  performed wholly within such state.
 
 d.
              No
                  term or condition herein shall be deemed to have been waived, nor
                  shall
                  there be an estoppel against the enforcement of any provision of
                  this
                  agreement, except by written instrument of the party charged with
                  such
                  waiver or estoppel.
 
 e.
              This
                  Agreement may not be modified or amended, except by an instrument
                  in
                  writing signed by the parties
                  hereto.
 
 21.           **Breach
        of Covenants.**  Subject to the limitations set forth in
        Exhibit A hereto, Employee agrees that his material breach of this Agreement
        shall relieve the Company of any further obligations hereunder and, in addition
        to any other legal or equitable remedy available to the Company, entitle
        it to
        recover any payments or property already paid or transferred to him pursuant
        to
        Paragraphs 4 and 5 hereof.
 
 22.           **Nonadmission
        of Wrongdoing.**  Employee agrees that neither this Agreement,
        Exhibit A hereto, nor the furnishing of the consideration set forth herein
        shall
        be deemed or construed at any time for any purpose as an admission by the
        Company of any liability or unlawful conduct of any kind.
 
 23.           **Entire
        Agreement.**  This Agreement sets forth the entire agreement
        between the parties hereto related to the subject matter herein, and, except
        as
        expressly set forth herein, fully supersedes any
   5
   prior
        agreements or understandings between the parties, whether orally or in
        writing.  Employee acknowledges that he has not relied upon any
        representations, promises or agreements of any kind made to him in connection
        with the execution of this Agreement, including Exhibit A hereto, except
        as set
        forth herein.
 
 **THIS
        SEPARATION 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 Separation Date designated above.
 
 **CLECO
        CORPORATION                                        EMPLOYEE**
 
 By:           /s/  G.W.
        Bausewine                                    
By: /s/  Samuel H. Charlton III
 Samuel
        H. Charlton
        III
 
 Its:           SVP,
        Corporate
        Services                               Date:
August 1,
        2007
 
 Date:       8/1/07
 
 **WITNESS**
 
 By: /s/  Richard
        Conques
 
 Date:August 1,
        2007
 
 
 Executed
        before me, Yvonne
        H.
        WelchNotary
        Public, in and for the State
        ofLouisiana,
        Parish/County
        of Rapides,
        and in my presence, this 1stday
        ofAugust,
        2007.
 
 
 /s/  Yvonne
        H.
        Welch    #18352
 Notary
        Public
     6
 Separation
        Date:  July 31,
        2007
 
 **EXHIBIT
        A**
 **WAIVER
        AND RELEASE**
 
 **This
        General Waiver and
        Release** (the “Release”) is made in exchange for the consideration
        offered under Paragraph 3 of the Separation Agreement entered into between
        me
        and Cleco Corporation and each of its subsidiaries and affiliates (collectively,
        the “Company”), dated as of July 31, 2007 (the “Agreement”), the sufficiency of
        which I hereby acknowledge.  I further acknowledge that I have
        received all wages due me from the Company for services that I rendered before
        my Separation Date, and I acknowledge that the payment described in Paragraph
        3
        of the Agreement is voluntary on the part of the Company and is not required
        by
        any legal obligation of the Company, other than under the terms of the Agreement
        and this Release.
 
 I
        understand that signing this Release
        is an important legal act.  I acknowledge that I have been advised to
        consult an attorney before signing this Release and that I have done so or
        I
        have determined that such consultation is not necessary.  I understand
        that I have 21 calendar days after the Separation Date to consider whether
        to
        sign this Release, without alteration, and return it to the Company by first
        class mail or by hand delivery, and that if I execute and return this Release
        before the expiration of the 21-day period, I will be deemed to have waived
        the
        balance of the period.
 
 I
        acknowledge and voluntarily waive all
        of my claims and release the Company, including each of its directors and
        officers, employees and agents, and employee benefit plans and the fiduciaries
        and agents of said plans (collectively, the “Corporate Group”), from any and all
        claims, demands, actions, liabilities and damages, whether known or unknown,
        arising out of or relating in any way to my employment with the Company,
        except with respect to a breach under the Agreement or any right or claim
        arising after the date on which I execute this Release.  I further
        waive my right to claim or receive damages as a result of any charge of
        discrimination which may be filed by me or anyone acting on my
        behalf.  I acknowledge that this Release includes any and all claims
        and causes of action, including, but not limited to, claims under Title VII
        of
        the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
        Act of 1967, as amended, the Civil Rights Act of 1966, as amended, the Civil
        Rights Act of 1991, as amended, the Americans with Disabilities Act of 1990,
        as
        amended, the Older Workers Benefit Protection Act of 1990, as amended, the
        Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the
        Family and Medical Leave Act of 1993, as amended, and any claims of contract,
        tort, defamation, slander, wrongful termination or other claims or any other
        state or federal statutory or common law, except ordinary claims for
        benefits accrued and vested as of the Separation Date under any benefit plan
        subject to ERISA.
 
 Should
        any of the provisions set forth
        in this Release be determined to be invalid by a court or other tribunal
        of
        competent jurisdiction, it is agreed that such determination shall not affect
        the enforceability of other provisions of this Release.
 
 I
        acknowledge that this Release and the
        Agreement set forth the entire understanding and agreement between me and
        the
        Company and any other member of the Corporate Group concerning the subject
        matter of this Release and supersede my prior or contemporaneous oral and/or
        written agreements or representations, if any, between me and the Company
        and
        any other member of the Corporate Group.
 
 I
        acknowledge that I have read this
        Release, have had an opportunity to ask questions and have it explained to
        me,
        and that I understand that this Release will have the effect of knowingly
        and
        voluntarily waiving any action I might pursue, including breach of contract,
        personal injury, retaliation,
   
  discrimination
        on the basis of race, age, sex, national origin or disability and any other
        claims arising prior to the date hereof.
 
 I
        further agree that in the event of my
        material breach of this Release, in addition to any other legal or equitable
        remedy, the Company shall be entitled to recover any payments made to me
        under
        the Agreement, subject to any restrictions on such recovery or relief as
        may be
        imposed under applicable law or as may be required to ensure that this Release
        is and remains valid and enforceable.
 
 I
        understand that for a period of seven
        calendar days following the execution of this Release, I may revoke it by
        delivering a written statement to the Company by hand or by registered mail,
        addressed to the address for the Company specified in the Agreement, in which
        case the Release will not become effective.  In such event, the
        Company shall have no obligation to provide me the consideration offered
        under
        Paragraph 3 of the Agreement.  Upon the expiration of such seven-day
        period, I understand that this Release shall be permanent and
        irrevocable.
 
 **WITNESS:**
 
 /s/  Samuel
        H. Charlton
        III                                             By:
/s/  Richard Conques
 Samuel
        H. Charlton III
 
 Date: August
        1,
        2007                                                     Date: August
        1, 2007
 
 
 Executed
        before me,
Yvonne
        H.
        WelchNotary
        Public, in and for the State
        ofLouisiana,
        Parish/County of
Rapides,
        and in my presence, this 1stday
        ofAugust,
        2007.
 
 
 /s/  Yvonne
        H.
        Welch                 #18356
 Notary
        Public