Exhibit 10(v)(3)





EXHIBIT 10(v)(3)


 Cleco Corporation


Supplemental Executive Retirement Plan



 


 Amended and
Restated


Participation
Agreement

                        The Compensation
Committee of the Board of Directors of Cleco Corporation (the "Committee")
having the responsibility to administer the Cleco Corporation Supplemental
Executive Retirement Plan (the "Plan"), as amended and restated effective
January 1, 1996, and the responsibility thereunder to designate the
participants in the Plan, previously designated Michael H. Madison as a
participant in the Plan, a copy of which is attached hereto and made a part
hereof for all purposes.  The Chief Executive Officer of Cleco Corporation has
approved this amendment and restatement of the Participation Agreement to
provide for a shorter vesting period pursuant to Section 3.8 of the Plan.

            This designation of
participation is contingent upon the Participant's agreement to be bound by and
subject to the terms and conditions of participation stated below.

            1.         The Participant agrees to be bound by and to be
subject to all the conditions and terms of the Plan and any rules or
interpretations of the Plan adopted or promulgated thereunder by the Committee,
and the Participant expressly acknowledges, agrees and consents to any
interpretation and construction by the Committee of any provision of the Plan
and the resolution by the Committee of any question or inquiry arising thereunder.

            2.         Pursuant to Section 3.8 of the Plan, the
Participant shall become entitled to receive a benefit upon termination of
employment prior to Early Retirement Age, notwithstanding the provisions set
forth in Sections 3.1, 3.2, or 3.3 of the Plan, in accordance with the
following Schedule:

                       
Termination
of Employment After:                    
Percentage of Vested Benefit

                                    October
1, 2004                                              25%

                                    October
1, 2005                                              50%

                                    October
1, 2006                                              75%

                                    October
1, 2007                                            100%                                               


            3.         The Participant acknowledges that, as a
condition to eligibility for a benefit under the Plan, he will be required to
meet the requirements of Section 3.7 of the Plan regarding the selection of a
joint and 100% survivor annuity, if applicable.

            4.         The Participant acknowledges that, for purposes
of determining her eligibility for a benefit under the plan, his initial date
of service with the Company is October 1, 2003.


-2-

            5.         The Participant acknowledges that his right to a
benefit under the Plan is contingent upon full disclosure of benefits arising
with respect to employment by any prior employers as described in Section 2.12
of the Plan.  The Participant represents that the following is a complete list
of all benefits that are defined as "Other Pension Benefits" in the Plan:

                       
__Benefits
from CSW Retirement Plan_____________________________

            6.         The participant acknowledges that his
eligibility for a benefit under the Plan is contingent upon the provision to
the Committee by the Participant, or any person claiming benefits through the
Participant, of all information and data that is required by the Committee to
determine the amount of the benefit properly payable under the Plan including,
without limitation, such information as the Committee may require with respect
to any "Other Pension Benefits".

                                                                                                                                                I
hereby agree to the foregoing terms of participation in the Plan:



 

                                                                                                                                               
/s/ 
Michael H. Madison                               

                                                                                   
                                                            Michael
H. Madison

 

                                                                                                                                               
November
10, 2003                                     


                                                                                                                                                Date



 


                                                                                                                                                 Cleco
Corporation

 

                                                                                                                                                By: 
  /s/  David M. Eppler                           


                                                                                                                                                        David
M. Eppler

                                                                                                                                                        President
& Chief Executive Officer

 

                                                                                                                                               
November
12, 2003                                      


                                                                                                                                                 Date