Exhibit 10.5

SEVENTH AGREEMENT TO EXTEND THE

BOARD OF MANAGERS SERVICES AGREEMENT

This Seventh Agreement to Extend the Boards of Managers Services Agreement (the “Seventh Extension Agreement”) is made by and between Cleco Group LLC, a Delaware limited liability company, Cleco Corporate Holdings LLC, a Louisiana limited liability, and Cleco Power LLC, a Louisiana limited liability company (each a “Company” and collectively, the “Companies”), and _____________________. (“Manager”).

WHEREAS, the Board of Managers Services Agreement (the “Agreement”) between the Companies and Manager dated April 11, 2016 expired on April 30, 2017;

WHEREAS, the Companies and the Manager entered into an extension agreement dated May 1, 2017 which expired on April 30, 2018 (the “First Extension Agreement”);

WHEREAS, the Companies and the Manager entered into an extension agreement dated May 1, 2018 which expired on April 30, 2019 (the “Second Extension Agreement”);

WHEREAS, the Companies and the Manager entered into an extension agreement dated May 1, 2019 which expired on April 30, 2020; (the “Third Extension Agreement”); and

WHEREAS, the Companies and the Manager entered into an extension agreement dated May 1, 2020 which expired on April 30, 2021; (the “Fourth Extension Agreement”); and

WHEREAS, the Companies and the Manager entered into an extension agreement dated May 1, 2021 which expires on April 30, 2022; (the “Fifth Extension Agreement”); and

WHEREAS, the Companies and the Manager entered into an extension agreement dated May 1, 2022 which expires on April 30, 2023; (the “Sixth Extension Agreement”); and

WHEREAS, the Companies and the Manager each desire to extend and continue said Agreement for the period of time and subject to the terms set forth in this Seventh Extension Agreement;

NOW THEREFORE, for good value, the parties hereto agree to the following:

1.    This Seventh Extension Agreement shall become effective on May 1, 2023 and continue through April 30, 2024 subject to the early termination provisions found in Section 3 of the Agreement.

2.    “Schedule 1 – Independent Director Compensation” of the Agreement shall continue as follows:

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Independent director compensation Annual Per Quarter

Base compensation - each independent director $ 170,000 $ 42,500

Additional compensation if a Committee Chair $ 20,000 $ 5,000

Additional compensation if Board Chair $ 95,000 $ 23,750

3.    This Seventh Extension Agreement shall be on all other terms and conditions as stated in the Agreement.     

By their signatures below, the undersigned representative of the Companies certifies that they are fully authorized to enter into the terms and conditions of this Seventh Extension Agreement and to execute and bind the Companies and their predecessors, successors, parents, subsidiaries, affiliates and assigns to this Seventh Extension Agreement.

[Signature page follow]

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In witness whereof, the parties hereto enter into this Seventh Extension Agreement effective as of May 1, 2023.

Cleco Group LLC

By:

Name: _William G. Fontenot_____________

Title: _President & CEO________________    

Cleco Corporate Holdings LLC

By:

Name: _William G. Fontenot_____________

Title: _President & CEO________________    

Cleco Power LLC

By:

Name: _William G. Fontenot_____________

Title: _ CEO________________

MANAGER    

Manager name

____________________________________

Date        

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