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**EXHIBIT 10(c)**

 

**CLECOCORPORATION**

2030 Donahue FerryRoad

Pineville, LA 71360

DATE 

NAME

LOCATION 

                       **Re:      Notice and Acceptanceof Grant of Restricted Stock**

**                                    and Allocation ofOpportunity Shares - _______ Performance Cycle**

Dear _______________:

            The CompensationCommittee of the Board of Directors (the "Committee") of ClecoCorporation (the "Company") appointed to administer the ClecoCorporation 2000 Long-Term Incentive Compensation Plan (the "Plan")has granted and allocated to you certain incentives related to shares of theCompany's $1.00 par value voting common stock (the "Common Stock"). This letter is intended to provide you with notice of the terms and conditionsapplicable to your grant and allocation.  By execution below, you acknowledgeand agree to be bound by the terms and conditions described herein and theprovisions of the Plan.  Unless otherwise defined below, capitalized terms usedherein shall have the meanings ascribed to them in the Plan.

            1.        **Grantof Restricted Stock**.  The Committee grants to you an aggregate of **TARGET**shares of Common Stock (the "Restricted Stock"), provided that duringthe _______ Performance Cycle (as defined below), such shares:

            a.         Shallnot be sold, assigned, transferred, pledged, hypothecated or otherwise disposedof; and

            b.         Shall becanceled and forfeited, without the payment of consideration by the Company, ifyou are notified that the Company has not achieved the Performance Objectivesestablished for the ________ Performance Cycle or your employment with the Companyand/or its Affiliates terminates for any reason, except as provided inparagraph 5 hereof.

            The Company hasissued in your name a certificate or certificates for the Restricted Stock. Pending the lapse of the restrictions described above or the cancellation andforfeiture of the Restricted Stock, you agree that the certificate orcertificates will be held by the Company in escrow.  You also agree to executestock powers endorsed in blank, if requested by the Committee.

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            During the______Performance Cycle, you are entitled to the rights of a shareholder with respectto the Restricted Stock, including the right to vote the shares and to receivedividends if, as and when declared by the Board of Directors of the Company.

            2.        **Allocationof Opportunity Shares**.  The Company has also recorded in a bookkeepingaccount established and maintained for your benefit a contingent allocation of**TARGET**units, representing shares of Common Stock (the "OpportunityShares").  While Opportunity Shares are allocated to your account, you arenot treated as a shareholder of the Company with respect to the OpportunityShares, and you have no right to receive dividends or vote the shares.

            3.        **PerformanceObjectives**.  A summary of the Performance Objectives established for theperiod beginning as of ______________, and ending _______________ (the"________ Performance Cycle") is attached hereto as **Exhibit A**. Thesummary is subject to the provisions of the Plan, including provisionsauthorizing the Committee to interpret the Plan, to determine the degree towhich the Company achieves the Performance Objectives, and to adjust or amendthe Performance Objectives during the _________ Performance Cycle.  

            As soon aspracticable after the end of the _________ Performance Cycle, the Committee willnotify you of the number of shares of Restricted Stock, if any, that are nolonger subject to restriction and the number of Opportunity Shares, if any, tobe transferred or issued to you in the form of Common Stock from yourbookkeeping account.  The amount will be determined by the Committee, basedupon whether the Company has achieved the threshold, target or maximumPerformance Objectives for the ________ Performance Cycle, as follows:

| Performance

Objective                                                             | Restricted

Shares | Total Award

At Maximum |
|------------------------------------------------------------------------------------|--------------------|-------------------------|
|              Threshold | **THRESHHOLD**     | **--**                  |
|              Target    | **TARGET**         | **--**                  |
|              Maximum   | **--**             | **OUTSTANDING**         |

Shares of Restricted Stock andOpportunity Shares that are not transferred or issued to you will  be forfeitedand the affected certificates canceled by the Company.

            4.        **FurtherLimitations**.  A purpose of the Company in granting Restricted Stock andallocating Opportunity Shares is to encourage you to become a long-termshareholder of the Company.  Consistent with this purpose, you agree that ifRestricted Stock is transferred to you free of restriction or OpportunityShares are transferred to you in the form of Common Stock, you will not sell,assign or otherwise dispose of such Common Stock, without the prior consent ofthe Company.   This restriction will remain in effect during theperiod commencing as of _____________, and ending as of the earlier of (a) thedate you cease to be an employee of 

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the Company or an Affiliate, or (b) _____________.  Youagree that shares of Common Stock subject to this restriction may be held bythe Company, in escrow, pending lapse.

            5.        **Terminationof Employment**.  If your employment with the Company and its Affiliates isterminated prior to the expiration of the _________ Performance Cycle, RestrictedStock granted to you in accordance with paragraph 1 hereof and OpportunityShares allocated to you in accordance with paragraph 2 hereof will be forfeitedas of the date of your termination, except that:

            a.         If youremployment with the Company and its Affiliates is terminated during the__________Performance Cycle on account of your Retirement (as defined in the Plan) on orafter age 65, all Performance Objectives shall be deemed satisfied and allrestrictions shall lapse with respect to the number of shares of RestrictedStock granted to you in paragraph 1 hereof and all Opportunity Shares allocatedto you in paragraph 2 hereof shall be transferred to you in the form of CommonStock.

            b.         If youremployment with the Company is terminated during the __________ Performance Cycle onaccount of your death, disability or Retirement prior to age 65 or suchtermination is involuntary, but not on account of Cause, all PerformanceObjectives shall be deemed satisfied and all restrictions shall lapse withrespect to the number of shares of Restricted Stock granted to you in paragraph1 hereof and the Opportunity Shares allocated to you in paragraph 2 hereofshall be transferred in the form of Common Stock, each in a pro rated amountdetermined by multiplying the number of shares of Restricted Stock orOpportunity Shares granted or allocated by a fraction (i) the numerator ofwhich is the number of days lapsed in the __________ Performance Cycle as of the dateof your termination of employment, and (ii) the denominator of which is thetotal number of days in such period.

            If your employmentwith the Company or any Affiliate is terminated on account of Cause during theperiod described in paragraph 4 hereof, you agree that all Common Stockacquired on the lapse of restrictions and/or the transfer of Opportunity Shareswill be forfeited and canceled as of the date of such termination, withoutrequirement of further notice.  For this purpose, the term "Cause"generally means that you commit an intentional act of fraud, embezzlement ortheft during your employment, you engage in intentional misconduct that ismaterially injurious to the Company (or an Affiliate), you wrongfully discloseconfidential information, you intentionally damage the property of the Companyor you intentionally refuse to perform your material job duties.  The Committeedetermines whether any termination is on account of Cause. 

            6.        **Changein Control**.  Notwithstanding any provision of the Plan or this agreement tothe contrary, upon the occurrence of a Change in Control, all PerformanceObjectives shall be deemed satisfied and all restrictions and limitations shalllapse as to the aggregate number of shares of Restricted Stock granted to youin paragraph 1 hereof and shares of Common Stock equal to the number ofOpportunity Shares allocated to you in paragraph 2 hereof shall be 

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transferred to you, free ofrestriction.  If your employment with the Company is subject to a severance agreement, employment agreement or similar document defining theterm "Change in Control," the definition contained in such documentshall govern; otherwise, the term "Change in Control" shall bedetermined in accordance with the terms of the Plan.

            Unless you are orbecome a party to a separate written agreement with the Company that providesto the contrary, the Plan provides no portion of the payments you receive fromthe Company or an Affiliate on account of a Change in Control, including CommonStock under this paragraph 6, can be characterized as an "excess parachutepayment" within the meaning of Section 280G of the Internal Revenue Codeof 1986, as amended.  If an excess parachute payment is otherwise payable toyou on account of a Change in Control, you may be required to forfeit some orall of the Common Stock transferable hereunder to comply with this limitation.

            7.        **BusinessTransactions**.  If your employment with the Company or an Affiliate isinvoluntarily terminated on account of a Business Transaction and not onaccount of Cause, all Performance Objectives shall be deemed satisfied and allrestrictions shall lapse as to the Restricted Stock granted to you in paragraph1 hereof and shares of Common Stock equal to the number of Opportunity Sharesallocated to you in paragraph 2 hereof shall be transferred to you, free ofrestriction.  For this purpose, the term "Business Transaction" isdefined in the Plan as the sale, lease or other disposition of all or asubstantial portion of the assets of an Affiliate or the sale or otherdisposition of all or substantially all of the issued and outstanding stock orother equity interests of an Affiliate.  The Committee determines whether anysale, lease or disposition is a Business Transaction.

            8.        **TaxPayments**.  If the restrictions lapse with respect to all or part of theRestricted Stock or if Opportunity Shares are transferred to you, the Companyagrees to pay you in the year following the close of the _________ Performance Cycle(or such earlier time that Restricted Stock or Opportunity Shares are taxable)an amount determined by the Committee which will be sufficient to pay yourfederal, state and local taxes (assuming your highest marginal rate of taxbased upon the compensation you receive from the Company and/or its Affiliatesapplicable in the year in which such payment is made) with respect to suchRestricted Stock, Opportunity Shares and such cash payment. You agree that:

            a.         IfRestricted Stock is released to you or Opportunity Shares are transferred orissued to you by the Company, you will, no later than the date of such release,transfer or issuance, pay to the Company, or make arrangements satisfactory tothe Committee regarding payment of, any federal, state or local taxes requiredby law to be withheld by the Company with respect to such Restricted Stock andOpportunity Shares; and 

            b.         TheCompany and its Affiliates shall, to the extent permitted by law, have theright to deduct from any payments otherwise due to you any federal, state orlocal taxes required by law to be withheld.

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            9.        **NoAssignment**.  The grant and allocation described herein shall not be subjectin any manner to sale, transfer, pledge, assignment or other encumbrance ordisposition, whether by operation of law or otherwise and whether voluntarilyor involuntarily, except by will or the laws of descent and distribution.

            10.      **AdditionalRequirements**.  You acknowledge that Common Stock acquired hereunder maybear such legends as the Committee or the Company deems appropriate to complywith applicable Federal or state securities laws or under the terms of thePlan.  In connection therewith and prior to the issuance of such shares, you maybe required to deliver to the Company such other documents as may be reasonablyrequired to ensure compliance with applicable Federal or state securities laws.

            11.      **EmploymentRights**.   Neither this agreement nor the grant of Restricted Stock orallocation of Opportunity Shares shall be deemed to confer upon you any rightto continue in the employ of the Company or any Affiliate or interfere, in anymanner, with the right of the Company or an Affiliate to terminate youremployment, whether with or without cause, in its sole discretion.

            12.      **Amendment**. The Committee may amend the terms and conditions set forth herein, without yourconsent, to the extent it determines that such amendment is necessary or appropraiteto comply with the provisions of Section 409A of the Internal Revenue Code of1986, as amended.  You will receive written notice of any such amendment. Otherwise, the terms and conditions set forth herein can be amended by thewritten consent of the parties hereto.

                                                                                                                                                Verytruly yours,

                                                                                                                                                CLECOCORPORATION

                                                                                                                                                By:       _____________________________

                                                                                                                                                            

                                                                                                                                                Its:                                                                

                                                                                                                                                            

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**ACKNOWLEDGMENTAND AGREEMENT**

            I acknowledge thatthe Restricted Stock granted and Opportunity Shares allocated hereunder shallbe subject to such additional terms and conditions as may be imposed under theterms of the Plan, in addition to the terms and conditions of this agreement.By execution of this agreement, I acknowledge that no member of the Committeeshall be liable for any action or determination taken in good faith withrespect to the Plan or any grant or award hereunder.

                                                                                                                                                ___________________________________

                                                                                                                                                Signature

 

                                                                                                                                                Date:______________________________ 

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**EXHIBIT A**

CLECO CORPORATION

2000 LONG-TERMINCENTIVE COMPENSATION PLAN

PERFORMANCEOBJECTIVES

                        The ClecoCorporation 2000 Long-Term Incentive Compensation Plan (the "Plan")requires the Compensation Committee of the Board of Directors (the"Committee") of Cleco Corporation (the "Company") toestablish performance measures for each Performance Cycle.

                        For the________ Performance Cycle, the comparative performance measure approved is therelative price appreciation plus dividends paid per share on Common Stock("Total Shareholder Return" or "TSR") during the _______Performance Cycle as compared to the Total Shareholder Return of companies inthe S&P Small and Midcap Electric Utilities Index ("PeerGroup").  The Company's TSR must rank at or above the          percentile level in order for any award to be paid.  Actual awards aredetermined by the Committee based on the Company's rank within the peer group(see **Attachment A** - Performance Award Matrix).

                        Restrictionswill lapse upon receipt by you of written notice from the Committee that theCompany has achieved the Performance Objectives established for the _______ Performance Cycle; notice will be given by the Committee as soon as practicableafter the close of the cycle.

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