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**EXHIBIT 10(g)(8)**

**LETTER AGREEMENT**February 21, 2001 

Samuel H. Charlton, III

15910 Conners Ace Drive

Spring, Texas  77379

Dear Sam:

The purpose of this Letter Agreement is to confirm recentdiscussions concerning your transfer and relocation by Cleco Corporation toAlexandria/Pineville, Louisiana.  We are pleased to extend this offercontingent on the following terms and conditions:

1.            Effective Date.  Your effective date of transfer will be March 1,2001.

2.            Relocation Allowance.  You will receive two (2) months of yourannual salary to help defray miscellaneous moving related expenses.

3.            Transportation of Household Goods.  Cleco Corporation shall payfor or reimburse you for moving expenses incurred for relocating your familyand household goods and other personal property.

4.            Real Estate Incentive. Cleco Corporation shall, at your request,purchase your principal residence for an amount equal to the greater of (i) thepurchase price of such principal residence plus any capital improvements to theresidence made by you, or (ii) the fair market value of such principalresidence as determined by Cleco Corporation's usual relocation practice.

Cleco Corporation shall reimburseyou for all closing costs associated with the sale of your principal residenceand your purchase of a new principal residence.

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Samuel H.Charlton

Letter Agreement

Page 2

February 21, 2001 

5.             Termination Incentives.  At your election, but only in connectionwith any termination of employment with Cleco Corporation or any of its affiliates,Cleco Corporation shall purchase your new principal residence in theAlexandria/Pineville, Louisiana area under the same terms and conditions as setforth in Paragraph 4 above.

Cleco Corporation shall pay orreimburse you for moving expenses incurred for relocating your family andhousehold goods and other personal property to any location within thecontinental United States.

Notwithstanding the foregoing,Cleco Corporation shall not be obligated under this Paragraph 5, unless withintwelve (12) months after termination of your employment with Cleco Corporationor any of its affiliates, you have requested Cleco Corporation to 

purchase such new principalresidence and you have actually relocated from the Alexandria/Pineville,Louisiana area.  

6.            Modificationof Existing Executive Employment Agreement:  In addition to the benefitsoutlined in that certain Cleco Corporation Executive Employment Agreement (the"Agreement") between you and Cleco Midstream Resources LLC (the"Principal Employer"), attached hereto as Exhibit "A",following are enhancements which supercede said Agreement and to which ClecoCorporation agrees:

a.             All payment made to Executive under Section 3.1e of the Agreement by theCompany shall be grossed up by a factor of 65% to compensate Executive for anyfederal and/or state tax effects.

b.            Section 4.3 Business Transaction.  If Executive's employment with theCompany and/or its Affiliates is involuntarily terminated (other than onaccount of cause as defined in Section 3.3 of the Agreement) in connection witha Business Transaction, then notwithstanding any other provision of this LetterAgreement to the contrary, the Company shall pay or provide to Executive thecompensation described in Section 4.2 of that Agreement.

7.             GrossUp for Tax Purposes.  To the extend that any allowances, reimbursements orpayments made to you under Paragraph 2, 3, 4 and 5 of this Letter Agreement aresubject to federal and/or state taxes, Cleco Corporation will gross up suchallowances, reimbursements or payments by a factor of 65% to compensate you forany federal and/or state tax effect.

8.            Successors. This Letter Agreement shall be binding upon Cleco Corporation and any successoror assigns of Cleco Corporation and/or Cleco Midstream Resources LLC, whetherby merger, sale, consolidation, joint venture or otherwise.

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Samuel H.Charlton

Letter Agreement

Page 3

February 21, 2001 

Enclosed are duplicate originals of this Letter Agreement. If acceptable, please acknowledge your acceptance by signing and returning oneoriginal to my attention. 

Sincerely,/s/  Darrell J. Dubroc        

Darrell J. Dubroc

Senior Vice President 

Agreed to and accepted this 

    22    day of February, 2001. 

/s/  S. H. Charlton, III         

Samuel H. Charlton, III

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