Exhibit 10.1





Exhibit 10.1


Cleco Corporation


Summary of Director Compensation, Benefits and
Policies


As Approved by the Board of Directors on July 23, 2004
and


Last Revised on
July 22, 2005

 

Annual Retainer                  Each non-management director receives an
annual retainer of $25,000.  This retainer is paid in quarterly installments of
$6,250.  The non-management Chairman of the Board receives an additional annual
retainer of $65,000.  Effective January 1, 2006, this additional annual
retainer will increase to $75,000.

                                               Each non-management director who is
chairman of a board committee receives an additional annual fee of $3,000. 
Effective January 1, 2006, this additional annual fee will increase to $5,000
for all non-management committee chairs, except the chairman of the Executive
Committee, who does not receive any additional compensation for holding that
position, and the chairman of the Audit Committee.  The chairman of the Audit
Committee currently receives an additional annual fee of $7,500, which reflects
the increased responsibilities of this position as a result of the
Sarbanes-Oxley Act of 2002.  Effective January 1, 2006, this additional annual
fee for the chairman of the Audit Committee will increase to $10,000.  The
total annual retainer may be paid, at the election of each director, in the
form of cash, Cleco common stock, or a combination of both cash and stock.                                   


Meeting Fees                      Each non-management director currently
receives $1,000 for each day of in-person meeting attendance at a board or
committee meeting and $500 for each day of telephone conference meeting
attendance at a board or committee meeting including informal telephone
conference meetings.  Effective January 1, 2006, each non-management director
will receive meeting fees as follows: (1) $1,750 for each in-person board
meeting attended; (2) $1,500 for each in-person Audit Committee meeting
attended; (3) $1,350 for each in-person other committee meeting attended; and
(4) $500 for each telephone conference meeting of the board or one of its
committees attended, including informal telephone conference meetings.  Meeting
fees may be paid, at the election of each director, in the form of cash, Cleco
common stock, or a combination of both cash and stock.

                                              The Chairman of the Board is not
paid for attendance at meetings (whether in person or by phone) of committees
on which he does not serve.  Nor is the Chairman compensated for meetings not


 


associated with Board or committee meetings or for regular on-site visits to Cleco
to receive updates from the management staff.

Special Services                 While
expected to occur infrequently, when a non-management  director is requested to
perform special services considered to be beyond the scope of the director's
normal duties, each day spent performing those duties shall be considered the
equivalent of attending a Board or committee meeting for purposes of director compensation. 
Normally compensation for such matters will be appropriate only if the director
is required to spend more than four hours on the matter and associated travel.  Examples,
not inclusive, of such activities would be participating in the interview
process for potential new Board candidates and/or members of senior management
and working with consultants to the Board.  Determinations as to the
applicability of compensation to a particular circumstance will be reviewed on
a case-by-case basis by the President / CEO and the Corporate Secretary.

Expenses                              Directors are reimbursed for travel and related
expenses incurred for attending meetings of the Board of Directors and board
committees, including costs related to spousal travel, as well as for any
special services as described above.

Restricted Stock                Each non-management director receives an
annual restricted stock award of Cleco common stock valued at $40,000, not to
exceed 5,000 shares of stock in any year.  The grant date of the award will be
the date of the January Board meeting each year, and the valuation date of the
stock will be the first trading day of the year.  The number of shares to be
issued will be determined by dividing 85% of the stock price on the valuation
date into $40,000.  Directors are not required to provide any consideration in
exchange for the restricted stock award.  Restrictions on the stock subject to
the award lapse after a six-year period measured from the date of the award or
at the director's retirement if earlier, and the stock cannot be sold or
transferred during this period.                                   


Stock Ownership               Cleco has
adopted stock ownership guidelines for directors.  Under the guidelines, Cleco recommends
that its current directors own common stock of Cleco having a value equal to at
least five times the annual Board retainer.  New directors will have three
years following their election to the Board to meet this recommended stock
ownership level, and current directors will have three years following each
increase in the annual Board retainer to meet this recommended stock ownership
level.  The intent of the guidelines is to encourage stock ownership by
directors and not to force a director to purchase more stock, if and when the
stock price 

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                                                declines.  Where the guidelines are
not met within the applicable time, the matter will be reviewed by the
Nominating / Governance Committee, which may determine to waive the guidelines
or to make an appropriate recommendation to the Board. 

Deferred

Compensation

Plan                                       A non-management director may
elect to participate in a deferred compensation plan and defer the receipt of
all or part of his or her fees and restricted stock.  Benefits are equal to the
amount credited to each director's individual account based on compensation
deferred plus applicable investment returns.  Accounts are payable when a
director ceases to serve on the Board or attains a specified age.  (Please
note:  Proposed legislation amending the rules for nonqualified deferred
compensation plans may prohibit the deferral of restricted stock and/or change
the timing of taxability to the participant.  Directors may wish to consult
their personal tax advisors.)

Life Insurance/

Disability Plan
       Cleco provides its non-management directors with $200,000 of life
insurance and permanent total disability coverage under a group accidental
death and dismemberment plan maintained by Cleco Power LLC, a wholly owned
subsidiary of Cleco.  This coverage is terminated at the time the director
ceases to serve on the Board.  Coverage may not be continued, even if the
departing director agrees to pay the premium. 

Management

Directors                  Directors who are Cleco employees receive no
additional compensation for serving as a director.

 

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