Exhibit 10(v)(4)





EXHIBIT 10(v)(4)

 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 R. O'Neal Chadwick, Jr.
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

                                    May
30, 2001                                                  20%

                                    May
30, 2002                                                  40%

                                    May
30, 2003                                                  60%

                                    May
30, 2004                                                  80%

                                    May
30, 2005                                                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 his eligibility for a benefit under the plan, his initial date
of service with the Company is May 30, 2000.


-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:

                       
___Entergy
Corporation______________________________________

            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/ 
R. O'Neal Chadwick, Jr.                        


                                                                                                                                       
R.
O'Neal Chadwick, Jr.

 

                                                                                                                                       
November
12, 2003                                      


                                                                                                                                        Date



 


                                                                                                                                       Cleco
Corporation    



 

                                                                                                                                        By: 
 /s/  David M. Eppler                            


                                                                                                                                                David
M. Eppler

                                                                                                                                                President
& Chief Executive Officer

 

                                                                                                                                        November
12, 2003                                  
_

                                                                                                                                         Date