Exhibit 10(b)- ANNUAL INCENTIVE COMPENSATION PLAN







EXHIBIT 10(b)


 


ANNUAL INCENTIVE
COMPENSATION PLAN

CLECO CORPORATION

(As Amended and Restated January 23, 2003)


1.
  Purpose of the Plan


     
The purpose of the Annual Incentive Compensation Plan (hereinafter the
"Plan") for Cleco Corporation (hereinafter
the "Company") is to:


        A.     Provide incentive compensation
to those officers and key employees who contribute significantly to the growth
and success of the Company; 


        B.     Attract and retain individuals
of outstanding ability;


        C.     Align the interests of those
who hold positions of major responsibility in the Company with the interests of
Company shareholders.


2.  
Definitions


  
As employed in the Plan and all related Attachments and Exhibits, the following
words and phrases should have the following meanings:


  
"Base Salary" means the year-end base salary in effect for the Plan
Year as shown in the personnel records of the Company.


  
"Board" means the Board of Directors of Cleco
Corporation headquartered in Pineville, Louisiana.


  
"Committee" means the Compensation Committee of the Board of
Directors of Cleco Corporation, or any other committee
of the Board designated by resolution of the Board to administer the Plan.


  
"Corporate Threshold" refers to the pre-established corporate
performance level that must be reached in order for any award(s) to be paid
pursuant to those portions of the Plan that incorporate, fully or partially,
some measure of Subsidiary or individual Participant performance to determine
an individual's award.


  
"Earnings per Share" or "EPS" means the Company's net
income attributable to common stock divided by the average number of common
shares outstanding.


  
"Funding Formula" means the formula established by the Committee each
year that determines the maximum amount of payments that may be made from the
Plan.  This formula may be expressed as a percentage of net income or any
other relationship determined by the Committee to protect the interests of
shareholders.  Funds generated by the formula establish a pool of money
that may be used for payments to Participants under the Plan.


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"Management by Objective" or "MBO" means that metric used
at the Subsidiary level to measure an individual Participant's performance as
it relates to the Annual Incentive Plan.  It may be expected that the MBO
definition may vary from one subsidiary to the next, and be weighted in varying
percentages from Participant to Participant.


  
"Participant" means any officer, executive or key employee of the
Company selected by the Committee to receive an award under the Plan. 
Members of the Board who are not employed on a full-time basis by the Company
are not eligible to receive awards under the Plan.


  
"Payout" means a payment made to a Participant under the terms and
conditions of the Plan.


  
"Payout Matrix" means a chart that illustrates the relationship
between the performance criteria and the payouts that are generated by the
actual performance each year.  The matrix contains the various levels of
performance and the payouts, expressed as a percentage of targeted awards, that will be paid for each level of
performance.  Payouts determined by the payout matrix are subject to
availability of funds as computed by the Funding Formula.


  
"Payout Schedule" means the incentive amount expressed as a
percentage of base salary that will be paid at various levels of actual
performance when compared to target performance.


  
"Peer Companies" means a list of electric utility or other companies
selected or approved by the Committee, against which the performance of the
Company is compared each year (12 month performance cycle) as one element of
determining payouts under the Plan.


  
"Performance Criteria or Performance Measure(s) "
means those financial, operational or individual measures that are selected
each Plan Year by the Committee and used to determine awards under the
Plan.  Performance criteria may be established for corporate, subsidiary,
division, individual or other business unit results.


  
"Plan" means the Annual Incentive Compensation Plan for the Company.


  
"Subsidiary" shall mean any subsidiary, strategic business unit, or
limited liability corporation as defined for the purposes of this Plan.


  
"Subsidiary Measures" means those factors/performance metrics that
are used to determine that portion of a Participant's incentive award that is
based on Subsidiary performance, or some aspect of Subsidiary
performance.   Subsidiary measures may or may not be used in any
given plan year.


  
"Relative ROE" means the Company's Return on Equity in relation to
the Peer Group.  This relationship will normally be expressed as a
percentile rank within the group.


  
"Return on Assets" or "ROA" means the ratio of net earnings
to total assets of the company, subsidiary or operating unit.


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"Return on Equity" or "ROE" means the ratio of net earnings
to shareholders' equity for the Company.


  
"Return on Revenue" or "ROR" means the ratio of income
before taxes, interest expense or corporate allocation
to revenue for a subsidiary or operating unit.


  
"Target" means the level of performance that is judged sufficient by
the Committee, based on predetermined objectives, to obtain the target award.


3.  
Administration of the Plan


  
The Plan shall be administered by the Compensation Committee of the Board of
Directors of the Company.  Subject to the provisions of the Plan, the
Committee shall have exclusive authority to amend, modify, suspend
or terminate the Plan at any time.


  
At the beginning of each Plan Year, the President and Chief Executive Officer
of the Company will make recommendations to the Committee regarding
Participants, size of potential awards, corporate and individual performance
criteria, performance targets and corporate performance thresholds.  The
Committee will consider and approve or modify the recommendations as
appropriate.  At the conclusion of each Plan Year, the President and Chief
Executive Officer of the Company will present to the Committee a schedule
indicating actual performance and the recommended award earned by each
Participant.  The Committee will review the recommendations and approve or
modify the recommendations as presented and approve the award to be paid to
each Participant.


4.  
Performance Criteria


  
At the full discretion of the Compensation Committee of the Board of Directors,
performance criteria, by which all Annual Incentive awards shall be determined,
will be selected at the beginning of each Plan year.   Performance
criteria may vary from year to year and may be based on corporate, business
unit-specific, or individual criteria or some combination of
the three.


5.   Weighting of Performance Criteria


  
Each plan year, the Committee will consider and approve performance criteria
and relative weights which will be provided to each plan participant through
the plan agreement document.


6.
  Peer Companies or Peer Group


  
The President and Chief Executive Officer of the Company shall select, and the
Committee shall approve, a group of Peer Companies against which Company ROE
shall be compared to determine Company performance for purposes of the
Plan.  Such selection shall take place at the time of the adoption of the
Plan Year and for each Plan Year.


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It is anticipated that the selected and approved group of Peer Companies may
change or otherwise be altered during the course of the Plan Year due to
factors including, but not limited to, corporate mergers, acquisitions,
discontinuation of normal business operations, etc.  In any situation that
impacts or materially alters the composition of the Peer Group, the President
and Chief Executive Officer shall recommend changes to the Peer Group and
present those changes for the Committee's approval before the end of the Plan
Year.  Ultimate approval of, or any modifications to, the Peer Group shall
be at the sole discretion of the Committee.


7.  
The Award Process


     
As soon as practicable after the end of each Plan Year, the Committee, upon
recommendation of the President and Chief Executive Officer of the Company,
will determine the actual level of performance for each Plan Incentive
Measure.  This level of performance will be matched to the appropriate
range of performance on the payout matrix and/or any other award/performance
schedules.  Based on an analysis of the relationship between the actual
and Plan performance levels, the award for each Participant, expressed as a
percentage of the target award for the Participant, will be determined.


     
The Committee, based on the President and Chief Executive Officer's
recommendation, may adjust (up) the calculated award.  The purpose of such
adjustment is to recognize outstanding individual performance.  In the
event that performance is clearly below standards the President and Chief
Executive Officer may recommend reduction of the calculated award.  The
magnitude of such adjustments is limited to plus or minus 25% of the affected
Participant's calculated award. 


8.  
Funding Formula


     
The Funding Formula for the Plan will be communicated to all Participants
through the Plan agreement.  Any unused portions in the fund so created by
the formula cannot be used in future years and must be returned to the general
assets of the Company.  If the funding formula produces a payout pool that
is not adequate for the payment of awards from the payout matrix, all awards
will be reduced on a proportional basis so that the total dollar amount of the
pool is not exceeded.


  
Beginning with Plan Year 1999 the Funding Formula shall be 4.5% of Net Income,
subject to modification by the Compensation Committee of the Board of
Directors.


9.  
Corporate Threshold


  
The Committee may establish a Corporate Performance Threshold for each Plan
Year.  If a threshold is established and actual corporate performance is
below the established threshold, no payments will be made on business unit or
individual measures, regardless of actual 


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individual or business unit results.  This threshold is
included in the Plan agreement signed by each individual Participant.


10. Revised
Award Levels and Performance Criteria


  
For Participants who are assigned to different position levels or transferred
between Company organizations during the Plan Year, the Committee may, at any
time, and upon recommendation of the President and Chief Executive Officer of Cleco Corporation, establish revised award levels and
performance criteria for that Participant.


11. Form
of Payment


     
All awards under the Plan will be paid in cash, in one lump sum, subject to
such payroll taxes and other deductions, if any, as may be in effect at the
time of payment.


12. Timing
of Payment


  
All awards will be paid as soon as practicable following approval by the
Committee of actual awards.


13. Adjustments


  
Neither may the Committee change any performance criteria, targets, payout
schedules or participation levels retroactively for a Plan Year, nor may the
Committee exclude any previously designated Plan Participant(s), except as and
to the extent determined by the Committee in the event of changes in accounting
practices or extraordinary or unanticipated circumstances which could have a
material adverse effect on the achievement of Performance Criteria.


14. Termination,
Death or Disability


     
Awards will be paid only to Participants who are actually employed by the
Company and on the Company payroll on the last day of each Plan Year, except as
indicated below.  A Participant whose employment terminates prior to the
end of the Plan Year shall forfeit any and all awards and payouts from the
Plan, as well as any rights thereto, whether terminated by the Company or
terminating employment voluntarily.  Those who terminate employment due to
death, disabilityor retirement under the Company's
qualified retirement plan will be paid a pro-rata portion of any award based on
their date of termination.  Such prorated payments will be made at the
time and in the form that all payments are normally made to all other
Participants.  The pro rata award shall be calculated by multiplying the
full year's award by the percentage which is the result of dividing the number
of full months as an active employee and a Participant by 12.


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15. New
Participants


     
Participation for new employees will be determined as required by the
Committee.


16. Miscellaneous


  
No Participant shall have the right to anticipate, alienate, sell, transfer,
assign, pledge or encumber his or her right to receive any award made under the
Plan until such award becomes payable to him or her.


  
No Participant shall have any lien on any asset of the Company by reason of any
award, actual or inferred, under the Plan.


  
The adoption of the Plan or any modification or amendment thereof does not
imply any commitment to continue or adopt the same Plan, or any modification
thereof, or any other Plan for incentive compensation for any succeeding year,
provided that no such modification or amendment shall adversely affect rights
to receive any amount to which Participants have become entitled prior to such
modifications and amendments.  Neither the Plan nor any award made under
the Plan shall create any employment contract or relationship between the
Company and any Participant.  This Plan supersedes all officer incentive
compensation plans of Cleco Corporation, its
divisions and subsidiaries.


  
Each Participant shall be provided with a Plan description and a Plan Agreement
for each Plan Year.  The Plan Agreement shall contain or have attached to
it the Plan specifics for each year, including the following:


           
The corporate threshold

           
The funding formula

            The payout
matrix

            The payout
schedule

            The list of
peer companies


17. Plan
Succession


  
This Plan shall be binding on the successors of the Company (including any
Successor Company).


18. Adjustments
in Performance


  
For the purposes of calculating the incentive award, the Committee, based on
the President and Chief Executive Officer's recommendations, may make such
adjustments in order to more accurately reflect the true operating performance
of the Company and/or Subsidiary.  Adjustments may include, but are not
limited to, excluding or including extraordinary items of income or expense.


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19. Plan
Termination and Amendment


  
The Committee shall have the right to change, modify
or terminate the Plan at any time.  However, such modification,
termination or change (except under Paragraphs 17 and 18)
shall not affect the Participants' awards once the Plan has been reviewed and
adopted for a Plan year. 


20. Gender
and Number


  
Except when otherwise indicated by the context, any masculine terminology used
in this Plan shall also include the feminine.  Plural/singular terminology
used shall also include singular or plural as indicated by the context.


21. Liability/Powers
of the Committee


  
21.1 Powers of the Committee


  
The Committee (under the authority delegated to it by the Board) shall have the
full authority to interpret, construe, modify and administer this Plan, to
adopt appropriate procedures and make all decisions necessary or proper to
carry out the terms of the Plan, including naming of those employees who shall
participate in the Plan.


  
21.2 Liability


  
In the absence of bad faith neither the Company, nor any of its affiliates,
officers, employees, members of the Committee or agents
shall have any liability to any person, firm, or corporation based on, or
arising out of the Plan.


22. Governing
Law 


  
The Plan shall be construed in accordance with and governed by the laws of the
state of Louisiana.


23. Severability


  
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other Plan provision(s).


24. Titles
and Headings


  
The titles and headings of the paragraphs of this Plan are for convenience of
reference and in case of any conflicts, the text of the Plan, rather than such
titles or headings shall control.



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