Exhibit 10(a)(6)










EXHIBIT 10(a)(6)


 COMPENSATION COMMITTEE OF THE 


BOARD OF DIRECTORS OF CLECO CORPORATION


2000 Long-Term Incentive Compensation Plan


Administrative Procedure No. 1


             Whereas,
Cleco Corporation, a corporation organized and existing under the laws of
the State of Louisiana (the "Company"), has established the 2000 Long-Term
Incentive Compensation Plan, which plan is intended to provide flexibility to
the Company in connection with its compensation practices and to attract,
retain and motivate officers, executives and other key employees through the
grant of nonqualified stock options, incentive stock options, restricted stock,
common stock equivalent units, stock appreciation rights and other forms of
incentive compensation, all as more fully set forth therein (as amended, the
"LTIP;" capitalized terms used but not otherwise defined in this Administrative
Procedure shall have the meanings ascribed to such terms in the LTIP); and




            Whereas,
the default provisions governing the effect of an Employee's severance of his
or her employment with the Company and all Affiliates prior to the date on
which Performance Objectives or other restrictions imposed on Restricted Stock
granted under the LTIP have lapsed is provided for in Section 8.5, Effect of a
Severance of Employment, of the LTIP; and




            Whereas,
Section 8.5 of the LTIP states that the Compensation Committee of the Company's
Board of Directors (the "Committee") may provide for the effect of such a severance
on such Restricted Stock otherwise than as set forth in subsections 8.5(a),
8.5(b) and the next succeeding paragraph of Section 8.5 (together, the
"Existing Procedures"); 




            Now,
Therefore, Be it Resolved, that
pursuant to Section 8.5 of the LTIP and in lieu of the Existing Procedures, the
Committee hereby adopts and approves the following procedures with respect to
any severance by an Employee of his or her employment with the Company and all
Affiliates prior to the date on which Performance Objectives or other
restrictions imposed on Restricted Stock granted under the LTIP have lapsed,
which procedures shall apply effective as of the 2006-2008 Performance Cycle
and remain in effect until such time as the Committee may take other specific
action to supplement, rescind or otherwise modify the same:








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    Severance on account of:

    	
    If any Restricted Stock held by then-current
  Participants vests at the completion of the applicable Performance Cycle:

    	
    If no Restricted Stock held by then-current
  Participants vests at the completion of the applicable Performance Cycle:

    
	
    Retirement on or after age 55, death, disability or
  involuntary severance other than for cause.
	
    At the completion of the applicable Performance Cycle, restrictions
  lapse and Performance Objectives are deemed satisfied as to the number of
  shares of Restricted Stock issued with respect to such Performance Cycle determined
  by obtaining the product of:  (a) the total number of shares of such Restricted
  Stock subject to restriction and/or Performance Objectives, (b) the actual
  payout percentage paid to then-current Participants at the completion of the
  applicable Performance Cycle and (c) the quotient obtained by dividing (i) the
  number of days in the applicable Performance Cycle prior to the severance of
  the Employee by (ii) the total number of days in such Performance Cycle.

    	
    No restrictions lapse and no Performance Objectives deemed
  satisfied; Restricted Stock subject to restrictions or Performance Objectives
  deemed canceled and forfeited as of the completion of the applicable
  Performance Cycle.

	
    Termination prior to age 55, resignation, severance for cause
  or any other severance not specified above.
	
    No restrictions lapse; no Performance Objectives deemed
  satisfied; Restricted Stock subject to restrictions or Performance Objectives
  deemed canceled and forfeited as of the date of severance from employment.

    	
    No restrictions lapse and no Performance Objectives deemed
  satisfied; Restricted Stock subject to restrictions or Performance Objectives
  deemed canceled and forfeited as of the date of severance from employment.

    


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