CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) is entered into as of this 30th day of July, 2007, by and between Darren J. Olagues (“Executive”), and Cleco Corporation, a Louisiana corporation (the “Company”).

1.1             Position.   The Company shall employ and retain Executive as its Senior Vice President – Cleco Midstream Resources or in such other capacity or capacities as shall be mutually agreed upon, from time to time, by Executive and the Company, and Executive agrees to be so employed, subject to the terms and conditions set forth herein.  Executive’s duties and responsibilities shall be those assigned to him hereunder, from time to time, by the Chief Executive Officer of the Company and shall include such duties as are the type and nature normally assigned to similar executive officers of a corporation of the size, type and stature of the Company.  Executive shall report to the Chief Executive Officer.

1.2             Concurrent Employment.   During the term of this Agreement, Executive and the Company acknowledge that Executive may be concurrently employed by the Company and a subsidiary or other entity with respect to which the Company owns (within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the “Code”)) 50% or more of the total combined voting power of all classes of stock or other equity interests (an “Affiliate”), and that all of the terms and conditions of this Agreement shall apply to such concurrent employment.  Reference to the Company hereunder shall be deemed to include any such concurrent employers.

1.3             Full Time and Attention.   During the term of this Agreement and any extensions or renewals thereof, Executive shall devote his full time, attention and energies to the business of the Company and will not, without the prior written consent of the Chief Executive Officer of the Company, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activities are pursued for gain, profit or other pecuniary advantage.

Notwithstanding the foregoing, Executive shall not be prevented from (a) engaging in any civic or charitable activity for which Executive receives no compensation or other pecuniary advantage, (b) investing his personal assets in businesses which do not compete with the Company, provided that such investment will not require any services on the part of Executive in the operation of the affairs of the businesses in which investments are made and provided further that Executive’s participation in such businesses is solely that of an investor, or (c) purchasing securities in any corporation whose securities are regularly traded, provided that such purchases will not result in Executive owning beneficially at any time 5% or more of the equity securities of any corporation engaged in a business competitive with that of the Company.

1.4             Term.   Executive’s employment under this Agreement shall commence as of July 30, 2007 (the “Effective Date”), and shall terminate on July 30, 2010 (such date or the last day of employment specified in any renewal or amendment hereof referred to herein as the “Termination Date”) (the period commencing as of the Effective Date and ending as of the Termination Date referred to herein as the “Employment Term”).

Commencing on the second anniversary of the Effective Date and each anniversary thereafter, Executive’s employment shall automatically be extended for an additional one-year period; provided, however, that either party may provide written notice to the other that the Employment Term will not be further extended, such notice to be provided not later than 30 days prior to the end of the then current Employment Term.

2.1             Base Compensation.   The Company shall pay Executive an annual salary equal to his annual base salary in effect as of the Effective Date, such amount shall be prorated and paid in equal installments in accordance with the Company’s regular payroll practices and policies and shall be subject to applicable withholding and other applicable taxes (Executive’s “Base Compensation”).  Executive’s Base Compensation shall be reviewed no less often than annually and may be increased or reduced by the Board of Directors of the Company (the “Board”), in its sole discretion; provided, however, that Executive’s Base Compensation may not be reduced at any time unless such reduction is part of a reduction in pay uniformly applicable to all officers of the Company.

2.2             Annual Incentive Bonus.   In addition to the foregoing, Executive shall be eligible for participation in the Annual Incentive Compensation Plan or similar bonus arrangement maintained by the Company or an Affiliate (as defined in Section 6.15) or such other bonus or incentive plans which the Company or its Affiliates may adopt, from time to time, for similarly situated executives (an “Incentive Bonus”).

2.3             Long-Term Incentives.   In addition to the foregoing, Executive shall be eligible for participation in the 2000 Long-Term Incentive Compensation Plan maintained by the Company and such other long-term incentive plans which the Company or its Affiliates may adopt, from time to time, for similarly situated executives (a “Long-Term Incentive”).

2.4             Supplemental Retirement Benefit.   In addition to the foregoing, Executive shall be eligible to participate in the Supplemental Executive Retirement Plan maintained by Cleco Utility Group Inc. or such other supplemental retirement benefit plans which the Company or its Affiliates may adopt, from time to time, for similarly situated executives (the “Supplemental Plan”).

2.5             Other Benefits. During the term of this Agreement and in addition to the amounts otherwise provided herein, Executive shall participate in such plans, policies, and programs as may be maintained, from time to time, by the Company or its Affiliates for the benefit of senior executives or employees, including, without limitation, profit sharing, life insurance, and group medical and other welfare benefit plans.  Any such benefits shall be determined in accordance

 with the specific terms and conditions of the documents evidencing any such plans, policies, and programs.

2.6             Reimbursement of Expenses.    The Company shall reimburse Executive for such reasonable and necessary expenses as are incurred in carrying out his duties hereunder, consistent with the Company’s standard policies and annual budget.  The Company’s obligation to reimburse Executive hereunder shall be contingent upon the presentment by Executive of an itemized accounting of such expenditures.

3.1             Termination Payments to Executive.   As set forth more fully in this Section 3 and except as provided in Sections 3.3 or 3.8 hereof, Executive shall be paid the greater of the amounts or benefits set forth below or the amounts or benefits provided under the terms of the separate severance plan or arrangement maintained by the Company (or its Affiliates) on account of termination of employment hereunder, but in no event will Executive be entitled to recover under both:

Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 2½ months after the year in which occurs the termination of his employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area.  Any payments by the Company pursuant to this Section 3.1e shall be made no later than March 15 ^th of the calendar year following the calendar year in which Executive’s employment is terminated.

Notwithstanding any provision to the contrary, the amounts set forth in Sections 3.1a, b, c, d and e hereof shall be paid no later than March 15 ^th of the calendar year following the calendar year in which Executive’s employment is terminated.

Except as expressly provided in Section 3.3 hereof, Executive shall also be entitled to receive such compensation or benefits as may be provided under the terms of a separate plan or amendment maintained by the Company (or its Affiliates) to the extent such compensation or benefits are not duplicative of the compensation or benefits described above.

3.2             Termination for Death or Disability .  If Executive dies or becomes disabled during the Employment Term, this Agreement and Executive’s employment hereunder shall immediately terminate and the Company’s obligations hereunder shall automatically cease.  In such event, the Company shall pay to Executive (or his estate) the amounts described in Sections 3.1a and 3.1c hereof.  Payment shall be made in the form of one or more single-sums as soon as practicable after Executive’s death or disability or as and when such amounts are ascertainable, but in no event later than March 15 ^th of the calendar year following the Executive’s termination of employment due to death or disability.

For purposes of this Section 3.2, Executive shall be deemed “disabled” if he is actually receiving benefits or is eligible to receive benefits under the Company’s (or an Affiliate’s) separate long-term disability plan. The Board shall determine whether Executive is disabled hereunder.

3.3             Company’s Termination for Cause.   This Agreement and Executive’s employment hereunder may be terminated by the Company on account of Cause.  In such event, the Company shall pay to Executive the amount described in Section 3.1a hereof.  Payment shall be made in the form of a single-sum not later than three days after such termination.  Notwithstanding any provision of this Agreement or any other plan, policy or agreement evidencing any other compensation arrangement or benefit payable to Executive, no additional amount shall be paid to Executive, except as may be required by law.

For purposes of this Agreement “Cause” means that Executive has:

No act or failure to act on the part of Executive will be deemed “intentional” if it was due primarily to an error in judgment or negligence, but will be deemed “intentional” only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company (or an Affiliate).

The Board, acting in good faith, may terminate Executive’s employment hereunder on account of Cause (or may determine that any termination by the Company is on account of Cause).  The Board shall provide written notice to Executive, including a description of the specific reasons for the determination of Cause.  Executive shall have the opportunity to appear before the Board, with or without legal representation, to present arguments and evidence on his behalf.  Following such presentation (or upon Executive’s failure to appear), the Board, by an affirmative vote of not less than 66% of its members, shall confirm whether the actions or inactions of Executive constitute Cause hereunder.

3.4             Executive’s Constructive Termination. Executive may terminate this Agreement and his employment hereunder on account of a Constructive Termination upon 30 days prior written notice to the Chief Executive Officer (or such shorter period as may be agreed upon by the parties hereto.)  In such event, the Company shall provide to Executive (a) the amount described in Section 3.1a hereof, payable not later than three days after his termination of employment, (b) the amounts determined under Sections 3.1b and 3.1d hereof,

payable in not more than two equal installments, one-half not later than 30 days after termination and the other one-half six months after such termination or, if earlier, on March 15 ^th of the calendar year following the calendar year in which such termination occurs, and (c) the benefits described in Sections 3.1e, 3.1f and 3.1g hereof.

For purposes of this Agreement, “Constructive Termination” means:

No event or condition described in this Section 3.4 shall constitute a Constructive Termination unless (a) Executive promptly gives the Company notice of his objection to such event or condition, which notice may be provided orally or in writing to the Chief Executive Officer or his designee, (b) such event or condition is not corrected by the Company promptly after receipt of such notice, but in no event more than 30 days after receipt of notice, and (c) Executive resigns his employment with the Company (and all Affiliates) not more than 15 days following the expiration of the 30-day period described in subparagraph (b) hereof.

3.5             Termination by the Company, without Cause.   The Company may terminate this Agreement and Executive’s employment hereunder, without Cause