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                                                                   Exhibit 10(b)

             Form of Notice and Acceptance of Grant of Nonqualified
                   Stock Options, with variable option price.

                      [CLECO UTILITY GROUP INC. STATIONERY]

                               September ___, 1999



[NAME]
[C/O Cleco Entity]
2030 Donohue Ferry Road
Pineville, LA 71360

         Re:      Notice and Acceptance of
                  Grant of Nonqualified Stock Options

Dear _____________:

         The compensation committee of the Board of Directors of Cleco Utility
Group Inc. (the "Committee") appointed to administer the Cleco Utility Group
Inc. 1990 Long-Term Incentive Compensation Plan (the "Plan") has granted to you
options to purchase shares of $2.00 par value voting common stock issued by
Cleco Corporation (the "Common Stock"). This letter is intended to constitute
notice of the terms and conditions applicable to the grant, and your
acknowledgment of and agreement to be bound by the terms and conditions set
forth below. Capitalized terms shall have the meanings ascribed to them in the
Plan, unless defined herein.

          A Prospectus, Prospectus Supplement and Prospectus Supplement No. 2
are attached to this grant letter and contain additional information about the
Plan and its administration. If you need additional copies of these documents or
if you want to review the Plan, contact Catherine C. Powell at (318) 484-7400.

         1. GRANT. Effective as of July 23, 1999 (the "Effective Date"), the
Committee hereby grants to you nonstatutory or nonqualified options to purchase
[NUMBER] shares of Common Stock.

         2. VESTING; OPTION PRICE. No portion of the options shall vest during
the three-year period beginning on the Effective Date and ending as of July 22,
2002; thereafter, the options shall vest and the exercise prices shall be as
follows:

<TABLE>
<CAPTION>

         ----------------------- ---------------------- -----------------------
                                     AMOUNT FIRST              EXERCISE
                  DATE                EXERCISABLE               PRICE
         ----------------------- ---------------------- -----------------------
<S>                                      <C>                    <C>
             July 23, 2002               1/3rd                  $38.41
         ----------------------- ---------------------- -----------------------
             July 23, 2003               1/3rd                  40.71
         ----------------------- ---------------------- -----------------------
             July 23, 2004               1/3rd                  43.16
         ----------------------- ---------------------- -----------------------
</TABLE>

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[NAME]
[DATE]
Page 2


To the extent all or any portion of an installment is not exercised, such
portion shall cumulate and be exercisable, in whole or in part, in any
subsequent period.

         Subject to the limitations on exercise set forth in paragraph 3 hereof,
if your employment with Cleco Utility Group Inc., Cleco Corporation or a
subsidiary or other entity related to Cleco Utility Group Inc. (collectively
called the "Company") is terminated on account of your death, disability or
normal, early or late retirement under the Cleco Corporation Pension Plan (or
any successor thereto), you shall be deemed vested in the installment of options
that is otherwise scheduled to vest immediately following the date on which your
death, disability or retirement occurs.

         3. LIMITATIONS ON EXERCISE. The options granted hereunder shall be
exercisable when vested in accordance with paragraph 2 hereof; provided,
however, that no portion of the options granted hereunder shall be exercisable
during the one-year period beginning as of the Effective Date and ending as of
July 23, 2000, and that the options granted hereunder shall expire 10 years from
the Effective Date.

         If your employment with the Company is terminated prior to the
expiration of the grant, other than on account of "cause" (as defined below),
the following rules shall govern the exercise of the options granted hereunder:

         a.       If your employment with the Company is terminated on account
                  of your death, your legal representative shall be entitled to
                  exercise the options granted hereunder, in whole or in part,
                  during the one-year period following the date of your death,
                  provided the date of your death occurs after July 23, 2000.

         b.       If your employment with the Company is terminated on account
                  of your disability or normal, early or late retirement under
                  the Cleco Corporation Pension Plan (or any successor thereto),
                  you shall be entitled to exercise the options granted
                  hereunder, in whole or in part, during the three-year period
                  following the date of your disability or retirement, provided
                  such exercise occurs after July 23, 2000.

         c.       If your employment with the Company is terminated for any
                  reason other than your death, disability or retirement (as
                  defined above), you shall be entitled to exercise the options
                  granted hereunder, in whole or in part, at any time within 30

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[NAME]
[DATE]
Page 3

                  days following your termination of employment, but only to the
                  extent such options were vested and exercisable at the date of
                  your termination.

         d.       If your employment with the Company is terminated before the
                  expiration of the options and the options are not exercised in
                  accordance with subparagraphs a, b or c of this paragraph 3,
                  the options granted hereunder shall be deemed canceled and
                  expired, without requirement of further notice.

If your employment with the Company is terminated for cause, then
notwithstanding any provision of this agreement or the Plan to the contrary, the
options granted hereunder shall be canceled as of the date of such termination,
without the requirement of further notice.

         For purposes of this paragraph 3, if your employment with the Company
is subject to a severance agreement, employment agreement or similar document,
the term "cause" shall be determined with reference to such agreement.
Otherwise, "cause" shall mean the commission of an intentional act of fraud,
embezzlement or theft in the course of employment or otherwise engaging in any
intentional misconduct which is materially injurious to the Company's financial
condition or business reputation, the commission of intentional damage to the
property of the Company or commission of intentional wrongful disclosure of
confidential information which is materially injurious to the Company's
financial condition or business reputation, or intentional refusal to perform
the material duties of your position. For purposes of this agreement, no action
or failure to act 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 not in good faith and without reasonable belief that your action or
omission was in the best interest of the Company. The Board of Directors (or its
designee) will determine whether any termination is on account of cause as
defined herein.

         4. CHANGE IN CONTROL. Notwithstanding any provision of the Plan or this
agreement to the contrary, the options granted hereunder shall vest and be
immediately exercisable upon the occurrence of a Change in Control. If your
employment with the Company is subject to a severance agreement, employment
agreement or similar document defining the term "Change in Control," the
definition contained in such document shall govern. Otherwise, the term "Change
in Control" shall be determined in accordance with the Plan.

         5. METHOD OF EXERCISE. The options granted hereunder, to the extent
exercisable, shall be exercised, in whole or in part, by providing written
notice to the Committee, which notice shall designate the number of shares of
Common Stock to be purchased and shall be accompanied by the full purchase price
for the shares. The purchase price for shares may be paid in cash or cash
equivalents or by delivery to the Committee shares of Common Stock to be
credited (in whole or in part) against such price (valued at fair market value
on the date the

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[NAME]
[DATE]
Page 4

option is exercised). A form of notice acceptable to the Committee is attached
as Exhibit A hereto.

         Delivery of certificates representing shares of Common Stock shall be
made by the Company promptly after receipt of notice of exercise and payment in
full; provided, however, that the Company's obligation to deliver certificates
may be postponed, in the sole discretion of the Committee or the Company, for
any period necessary to list, register or otherwise qualify the shares under
applicable Federal or state securities laws.

         6. TAXES. The options granted herein are nonqualified or nonstatutory
options. As such, you acknowledge that taxes are due on the exercise of the
options described herein, and you agree that the Company shall have the right to
collect, as a condition of the delivery of shares of Common Stock hereunder, any
taxes required by law to be withheld.

         You may elect to have Common Stock otherwise issuable to you on the
exercise of the options withheld for the payment of Federal and state income and
employment taxes due by notifying the Committee, in writing, at the time of
exercise. Such withholding shall be made at the fair market value, determined as
of the date of exercise. A withholding election form for this purpose is
attached as Exhibit B hereto.

         7. NO ASSIGNMENT. This grant shall not be subject in any manner to
sale, transfer, pledge, assignment or other encumbrance or disposition, whether
by operation of law or otherwise and whether voluntarily or involuntarily,
except by will or the laws of descent and distribution.

         8. ADDITIONAL REQUIREMENTS. You acknowledge that Common Stock acquired
hereunder may bear such legends as the Committee or the Company deems
appropriate to comply with applicable Federal or state securities laws. In
connection therewith and prior to the issuance of such shares, you may be
required to deliver to the Company such other documents as may be reasonably
required to ensure compliance with applicable Federal or state securities laws.

         9. EMPLOYMENT RIGHTS. Neither this agreement, the grant of the options
hereunder, nor the exercise of such options shall be deemed to confer upon you
any right to continue in the employ of the Company or interfere, in any manner,
with the right of the Company to terminate your employment, whether with or
without cause, in its sole discretion.

         10. AMENDMENT. The terms and conditions set forth herein may be amended
by the written consent of the parties hereto.

         11. PLAN AND AVAILABLE INFORMATION. The options granted hereunder shall
be subject to such additional terms and conditions as may be imposed under the
terms of the Plan.


                                    Very truly yours,

                                    CLECO UTILITY GROUP INC.


                                    By:
                                        ----------------------------------------
                                          David M. Eppler
                                    Its:  President and Chief Operating Officer

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[NAME]
[DATE]
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                          ACKNOWLEDGMENT AND AGREEMENT

         I acknowledge that the options to acquire shares of Common Stock
granted hereunder shall be subject to such additional terms and conditions as
may be imposed under the terms of the Plan, in addition to the terms and
conditions of this agreement. By execution of this agreement, I acknowledge that
I have received a copy of the Prospectus, Prospectus Supplement and Prospectus
Supplement No. 2. I further acknowledge that no member of the Committee shall be
liable for any action or determination taken in good faith with respect to the
Plan or any grant or award hereunder or this agreement.

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Social Security Number                     Signature

                                           Date:
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