0001089819-04-000009 Sample Contracts

CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (Level 2 - Form B with a Principal Employer)
Employment Agreement • March 9th, 2004 • 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, with the exception of the term defined therein, that certain Executive Severance Agreement between Cleco Midstream Resources LLC and Executive, initially effective as of July 28, 2000.

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CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (Level 1)
Executive Employment Agreement • March 9th, 2004 • Cleco Power LLC • Electric services • Louisiana

THIS AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002, by and between Catherine C. Powell ("Executive"), and Cleco Corporation, a Louisiana corporation (the "Company"), and is intended to amend and restate, with the exception of the term defined therein, that certain Executive Severance Agreement between Cleco Corporation and Executive, initially effective as of July 28, 2000.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 9th, 2004 • Cleco Power LLC • Electric services • New York

THIS PURCHASE AND SALE AGREEMENT, dated as of January 28, 2004, is made and entered into by and between Perryville Energy Partners, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware ("Seller"), and Entergy Louisiana, Inc., a corporation organized and existing under the laws of the State of Louisiana ("Purchaser").

CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (Level 1)
Executive Employment Agreement • March 9th, 2004 • Cleco Power LLC • Electric services • Louisiana

THIS AGREEMENT (the "Agreement") is entered into as of this 25th day of October, 2002, by and between R. O'Neal Chadwick, Jr. ("Executive"), and Cleco Corporation, a Louisiana corporation (the "Company").

CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (Level 1)
Cleco Corporation Executive Employment Agreement • March 9th, 2004 • Cleco Power LLC • Electric services • Louisiana

THIS AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002, by and between David M. Eppler ("Executive"), and Cleco Corporation, a Louisiana corporation (the "Company"), and is intended to amend and restate, with the exception of the term defined therein, that certain Executive Severance Agreement between Cleco Corporation and Executive, initially effective as of July 28, 2000.

Contract
Employment Agreement • March 9th, 2004 • Cleco Power LLC • Electric services

September 26, 2003 Ms. Dilek Samil 5709 Courtland Place Alexandria, Louisiana 71301 Re: Amendment to Executive Employment Agreement by and between Dilek Samil and Cleco Corporation entered into January 1, 2002

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