0001089819-03-000006 Sample Contracts

CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (Level 1)
Executive Employment Agreement • March 18th, 2003 • Cleco Power LLC • Electric services • Louisiana

THIS AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002, by and between Dilek Samil ("Executive"), and Cleco Corporation, a Louisiana corporation (the "Company.)

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CLECO CORPORATION RESIGNATION, AGREEMENT AND GENERAL RELEASE
Resignation, Agreement and General Release • March 18th, 2003 • Cleco Power LLC • Electric services • Louisiana

THIS RESIGNATION, AGREEMENT AND GENERAL RELEASE (the "Agreement") is made effective as of November 13, 2002 (the "Effective Date") between Cleco Corporation and each of its subsidiaries and affiliates, (the "Company") and Darrell J. Dubroc ("Employee").

Cleco Corporation Supplemental Executive Retirement Plan Participation Agreement
Retirement Plan Participation Agreement • March 18th, 2003 • Cleco Power LLC • Electric services

This designation of participation is contingent upon the Participant's agreement to be bound by and subject to the terms and conditions of participation stated below.

CLECO CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Participation Agreement
Participation Agreement • March 18th, 2003 • Cleco Power LLC • Electric services

This designation of participation is contingent upon the Participant's agreement to be bound by and subject to the terms and conditions of participation stated below.

CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (Level 2 - Form B with a Principal Employer)
Agreement • March 18th, 2003 • Cleco Power LLC • Electric services • Louisiana

THIS AGREEMENT (the "Agreement") is entered into by and between Samuel H. Charlton, III ("Executive"), Cleco Corporation, a corporation organized and existing under the laws of the State of Louisiana (the "Company"), and Cleco Midstream Resources LLC, an affiliate of the Company that acts as Executive's principal employer (the "Principal Employer), and is intended to amend and restate, in its entirety, that certain Executive Severance Agreement between Cleco Energy LLC and Executive, initially effective as of November 1, 1997.

AMENDMENT NO. 2
Cleco Power LLC • March 18th, 2003 • Electric services • New York

AMENDMENT NO. 2 (this "Amendment"), dated as of November 5, 2002, to the 364-Day Credit Agreement, dated as of June 5, 2002 (as amended, supplemented or otherwise modified, the "Credit Agreement"), by and among Cleco Corporation, the Lenders party thereto, Bank One, NA, as Syndication Agent, Westdeutsche Landesbank Girozentrale, New York Branch, as Documentation Agent, The Bank of Tokyo-Mitsubishi, Ltd., as Managing Agent, Credit Suisse First Boston and Societe Generale, as Co-Agents, and The Bank of New York, as Administrative Agent.

CONSTRUCTION AND TERM LOAN AGREEMENT dated as of June 7, 2001 among PERRYVILLE ENERGY PARTNERS, L.L.C. as Borrower THE BANKS, as herein defined and KBC BANK N.V., NEW YORK BRANCH, as Agent
Construction and Term Loan Agreement • March 18th, 2003 • Cleco Power LLC • Electric services • New York

CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of June 7, 2001 among PERRYVILLE ENERGY PARTNERS, L.L.C., a Delaware limited liability company (the "Borrower"), the Banks (as hereinafter defined) and KBC BANK N.V., New York Branch, a banking corporation organized and existing under the laws of Belgium, as agent for the Banks (the "Agent").

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