Exhibit
      10(n)(3)





**CLECO
      CORPORATION**


2030
      Donahue Ferry Road


Pineville,
      LA 71360

















«NAME»


«LOCATION»








**Re:**
            **Notice
                and Acceptance of Grant of Restricted Stock and Common Stock Equivalent
                Units and Allocation of Opportunity Shares and Opportunity Common
                Stock
                Equivalent Units - _____ Performance
                Cycle**





Dear «NICKNAME» :





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





1.  **Grant
      of Restricted Stock and Common Stock Equivalent Units** .





a.  *Grant* .
      The
      Committee grants to you an aggregate of **_____________** shares
      of Common Stock (the "Restricted Stock") and an equal number of Common Stock
      Equivalent Units ("CEUs"), provided that during the ______ Performance Cycle
      (as
      defined below), such shares of Restricted Stock and such CEUs:





(i)  Shall
      not
      be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
      of;
      and





(ii)  Shall
      be
      canceled and forfeited, without the payment of consideration by the Company,
      if
      you are notified that the Company has not achieved the Performance Objectives
      established for the ______ Performance Cycle or your employment with the Company
      and its Affiliates terminates for any reason, except as provided in paragraph
      5
      hereof.




-1-


«NAME»
  Page
        2




b.  *Restricted
      Stock* .
      The
      Company has issued in your name a certificate or certificates for the Restricted
      Stock. Pending the lapse of the restrictions described above or the cancellation
      and forfeiture of the Restricted Stock, you agree that the certificate or
      certificates will be held by the Company in escrow. You also agree to execute
      stock powers endorsed in blank, if requested by the Committee. During the _____
      Performance Cycle, you are entitled to the rights of a shareholder with respect
      to the Restricted Stock, including the right to vote the shares; provided,
      however, that you will not be entitled to receive payments of dividends with
      respect to such shares. You may be entitled to payment of dividends with respect
      to shares that vest at the end of the ______ Performance Cycle as more fully
      described in paragraphs 1.d., 3.c. and 5.c. below.





c.  *CEUs* .
      CEUs
      shall be recorded in a bookkeeping account maintained by the Company. You are
      not entitled to voting rights, dividend or any other rights as a shareholder
      with respect to CEUs, although you may be entitled to payment of dividend
      equivalent payments at the end of the _____ Performance Cycle as more fully
      described in paragraphs 1.d., 3.c. and 5.c. below. The number of CEUs awarded
      to
      you under this award notice may be adjusted by the Committee in the event of
      a
      stock split, stock dividend or other recapitalization in the manner in which
      the
      Committee deems appropriate.





d.  *Dividends* .
      If
      dividends are declared and paid on shares of Common Stock during the _____
      Performance Cycle, then the dividends paid on shares of Restricted Stock and
      a
      cash amount equal to the dividends that would have been paid on a number of
      shares of Common Stock equal to the number of CEUs awarded to you pursuant
      to
      paragraph 1 (collectively, the "Accumulated Dividends") will be credited to
      a
      bookkeeping account and will be held by the Company, without interest, until
      the
      end of the _____ Performance Cycle. Payment, if any, of the Accumulated
      Dividends will be made only as described in paragraphs 3.c. or 5.c. below.
      No
      dividends will be accumulated or paid during the _____ Performance Cycle with
      respect to Opportunity Shares or Opportunity CEUs.





2.  **Allocation
      of Opportunity Shares and CEUs** .
      The
      Company has also recorded in a separate bookkeeping account established and
      maintained for your benefit a contingent allocation of **____________** units,
      representing shares of Common Stock (the "Opportunity Shares"), and **____________** CEUs
      (the
      "Opportunity CEUs"). While Opportunity Shares and Opportunity CEUs are allocated
      to your account, you are not treated as a shareholder of the Company with
      respect to the Opportunity Shares and Opportunity CEUs, and you have no right
      to
      receive dividends, dividend equivalents or vote the shares. No dividends will
      be
      accumulated or paid during the _____ Performance Cycle with respect to
      Opportunity Shares or Opportunity CEUs.









«NAME»
  Page
          3





3.  **Performance
      Objectives; Vesting, Delivery and Payment** .





a.  *Establishment
      of Performance Objectives* .
      A
      summary of the Performance Objectives established for the period beginning
      as of
      January 1, _____, and ending December 31, _____ (the "_____ Performance Cycle")
      is attached hereto as **Exhibit
      A** .
      The
      summary is subject to the provisions of the Plan, including provisions
      authorizing the Committee to interpret the Plan, to determine the degree to
      which the Company achieves the Performance Objectives, and to adjust or amend
      the Performance Objectives during the _____ Performance Cycle.





b.  *Vesting,
      Delivery and Payment* .
      As soon
      as practicable after the end of the _____ Performance Cycle, the Committee
      will
      notify you of the number of shares of Restricted Stock, if any, that are no
      longer subject to restriction, the number of CEUs, if any, to be paid to you
      in
      cash, and the number of Opportunity Shares and Opportunity CEUs, if any, to
      be
      issued to you from your bookkeeping account in the form of Common Stock or
      cash,
      as applicable. Payments with respect to CEUs and Opportunity CEUs under this
      paragraph or any other provision of this award letter will be made in a lump
      sum
      cash payment. Each CEU or Opportunity CEU to be paid shall entitle you to a
      cash
      payment equal to the Fair Market Value of a share of Common Stock as of a date
      selected by the Committee as near as practicable to the payment date. In all
      events any cash payments to be made to you with respect to CEUs or Opportunity
      CEUs will be made by March 15, ______. The number of shares of Restricted
      Stock and Opportunity Shares to vest or be delivered, if any, and the number
      of
      CEUs and Opportunity CEUs to be paid, if any, will be determined by the
      Committee, based upon whether the Company has achieved the threshold, target
      or
      maximum Performance Objectives for the ______ Performance Cycle, as
      follows:





Performance
              Objective
            Restricted
              Shares
            CEUs
            Total
                AwardThresholdTargetMaximum




Shares
      of
      Restricted Stock, CEUs, Opportunity Shares and Opportunity CEUs that are not
      vested, paid or issued to you will be forfeited and the affected certificates
      or
      bookkeeping entries canceled by the Company.




c.  *Payment
      of Accumulated Dividends* .
      If any
      shares of Restricted Stock vest or payments are made with respect to any CEUs
      for the _____ Performance Cycle, then following the end of the _____ Performance
      Cycle, but no later than March 15, _____, you will be paid the Accumulated
      Dividends, if any, that were credited to the bookkeeping accounts with respect
      to shares of Restricted Stock that have vested and the CEUs for which payment
      has been made for the _____ Performance Cycle. Any Accumulated Dividends
      associated with shares of Restricted Stock which have not vested and CEUs which
      have not been paid to you will be forfeited to the Company.







«NAME»
  Page
          4





4.  **Further
      Limitations** .
      A
      purpose of the Company in granting Restricted Stock and allocating Opportunity
      Shares is to encourage you to become a long-term shareholder of the Company.
      Consistent with this purpose, you agree that if Restricted Stock is transferred
      to you free of restriction or Opportunity Shares 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 of the Company, and that such shares
      will be subject to forfeiture if your employment is terminated for Cause, as
      described in paragraph 5 below. This restriction will remain in effect during
      the period commencing as of January 1, ____, and ending as of the earlier of
      (a)
      the date you cease to be an employee of the Company or an Affiliate, or (b)
      January 1, _____. You agree that shares of Common Stock subject to this
      restriction may be held by the Company, in escrow, pending lapse of the transfer
      restrictions set forth in this paragraph. The Committee may, in its discretion,
      amend or waive the restrictions set forth in this paragraph 4. You will be
      notified as soon as practicable of any such action taken by the
      Committee.




5.  **Termination
      of Employment** .
      If your
      employment with the Company and its Affiliates is terminated prior to the
      expiration of the _____ Performance Cycle, Restricted Stock granted to you,
      CEUs
      allocated to you and any Accumulated Dividends allocated to you in accordance
      with paragraph 1 hereof, and Opportunity Shares and Opportunity CEUs allocated
      to you in accordance with paragraph 2 hereof, will be forfeited as of the date
      of your termination, except as expressly provided below:





a.  *Restricted
      Stock and Opportunity Shares* .
      If your
      employment with the Company and its Affiliates is terminated during the _____
      Performance Cycle on account of your death, Disability or Retirement on or
      after
      age 55, or if such termination is involuntary, but not on account of Cause,
      no
      shares will be vested or delivered upon termination; provided, however, that
      if
      any Restricted Stock held by then-current Participants vests at the completion
      of the _____ Performance Cycle, **** the **** restrictions
      lapse and the Performance Objectives are deemed satisfied, the number of shares
      of Restricted Stock issued to you with respect to such Performance Cycle shall
      be determined by obtaining the product of: (a) the total number of shares of
      such Restricted Stock subject to restriction and/or Performance Objectives,
      (b)
      the actual payout percentage paid to then-current Participants at the completion
      of the _____ Performance Cycle and (c) the quotient obtained by dividing (i)
      the
      number of days in the _____ Performance Cycle prior to your severance date
      by
      (ii) the total number of days in such Performance Cycle.





If
      your
      employment with the Company and its Affiliates is terminated on account of
      Cause
      during the period described in paragraph 4 hereof, you agree that all Common
      Stock acquired on the lapse of restrictions and/or the transfer of Opportunity
      Shares will be forfeited and canceled as of the date of such termination,
      without requirement of further notice.





b.  *CEUs
      and Opportunity CEUs* .
      If your
      employment with the Company and its Affiliates is terminated during the ____-
      Performance Cycle on account of your death, Disability




«NAME»
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          5




or
      Retirement on or after age 55 or such termination is involuntary, but not on
      account of Cause, no payments in respect of CEUs or Opportunity CEUs will be
      made to you upon termination; provided, however, that if any payments with
      respect to CEUs are paid to then-current Participants at the completion of
      the
      _____ Performance Cycle, **** and
      the **** Performance
      Objectives are deemed satisfied, then payment will be made as to the number
      of
      CEUs allocated to you with respect to such Performance Cycle determined by
      obtaining the product of: (a) the total number of CEUs granted to you subject
      to
      restriction and/or Performance Objectives, (b) the actual payout percentage
      paid
      to then-current Participants at the completion of the _____ Performance Cycle
      and (c) the quotient obtained by dividing (i) the number of days in the _____
      Performance Cycle prior to your severance date by (ii) the total number of
      days
      in such Performance Cycle. Such payment will be made to you no later than
      March 15, _____.





c.  *Accumulated
      Dividends* .
      Accumulated Dividends that were credited to the bookkeeping accounts with
      respect to the shares of Restricted Stock which were deemed vested pursuant
      to
      paragraph 5.a. and the CEUs which were paid pursuant to paragraph 5.b. will
      be
      paid to you no later than March 15, _____.





d.  *Cause* .
      For
      this purpose, the term "Cause" generally means that you commit an intentional
      act of fraud, embezzlement or theft during your employment, you engage in
      intentional misconduct that is materially injurious to the Company (or an
      Affiliate), you wrongfully disclose confidential information, you intentionally
      damage the property of the Company or you intentionally refuse to perform your
      material job duties. The Committee determines whether any termination is on
      account of Cause.





6.  **Change
      in Control** .
      Notwithstanding any provision of the Plan or this agreement to the contrary,
      upon the occurrence of a Change in Control, all Performance Objectives shall
      be
      deemed satisfied and all restrictions and limitations shall lapse as to the
      aggregate number of shares of Restricted Stock granted to you in paragraph
      1
      hereof, all CEUs granted to you in paragraph 1 shall be paid to you in cash,
      shares of Common Stock equal to the number of Opportunity Shares allocated
      to
      you in paragraph 2 hereof shall be transferred to you, free of restriction,
      and
      Opportunity CEUs allocated to you in paragraph 2 hereof shall be paid to you
      in
      cash. 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 terms of the
      Plan.





Unless
      you are or become a party to a separate written agreement with the Company
      that
      provides to the contrary, the Plan provides that no portion of the payments
      you
      receive from the Company or an Affiliate on account of a Change in Control,
      including Common Stock under this paragraph 6, can be characterized as an
      "excess parachute payment" within the meaning of Section 280G of the Internal
      Revenue Code of 1986, as amended. If an excess parachute







«NAME»
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        6




payment
      is otherwise payable to you on account of a Change in Control, you may be
      required to forfeit some or all of the Common Stock transferable hereunder
      to
      comply with this limitation.





Notwithstanding
      the foregoing, payments of cash with respect to CEUs will not be made pursuant
      to this paragraph 6 unless the Change in Control is a permissible payment event
      for purposes of Section 409A of the Code and relevant guidance thereunder.
      If
      the Change in Control is not a permissible payment event under Section 409A
      of
      the Code, payments with respect to CEUs will be made at the end of the _____
      Performance Cycle, but not later than March 15, _____.





7.  **Business
      Transactions** .
      If your
      employment with the Company and its Affiliates is involuntarily terminated
      on
      account of a Business Transaction and not on account of Cause, all Performance
      Objectives shall be deemed satisfied and all restrictions shall lapse as to
      the
      Restricted Stock granted to you in paragraph 1 hereof, all CEUs granted to
      you
      in paragraph 1 shall be paid to you in cash, shares of Common Stock equal to
      the
      number of Opportunity Shares allocated to you in paragraph 2 hereof shall be
      transferred to you, free of restriction, and Opportunity CEUs allocated to
      you
      in paragraph 2 hereof shall be paid to you in cash. For this purpose, the term
      "Business Transaction" is defined in the Plan as the sale, lease or other
      disposition of all or a substantial portion of the assets of an Affiliate or
      the
      sale or other disposition of all or substantially all of the issued and
      outstanding stock or other equity interests of an Affiliate. The Committee
      determines whether any sale, lease or disposition is a Business
      Transaction.





8.  **Tax
      Withholding** .
      If the
      restrictions lapse with respect to all or part of the Restricted Stock or if
      Opportunity Shares are transferred to you, you agree that:





a.  If
      Restricted Stock is released to you, CEUs are paid to you, Opportunity Shares
      are transferred or issued to you or Opportunity CEUs are paid 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 to the Committee regarding
      payment of, any federal, state or local taxes required by law to be withheld
      by
      the Company with respect to such deliveries or payments; and





b.  The
      Company and its Affiliates shall, to the extent permitted by law, have the
      right
      to deduct from any payments otherwise due to you any federal, state or local
      taxes required by law to be withheld.





9.  **No
      Assignment** .
      The
      grant and allocation described herein 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.







«NAME»


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        7





10.  **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 or under the terms of the Plan. 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.





11.  **Employment
      Rights** .
      Neither
      this agreement nor the grant of Restricted Stock or CEUs or allocation of
      Opportunity Shares or Opportunity CEUs shall be deemed to confer upon you any
      right to continue in the employ of the Company or any Affiliate or interfere,
      in
      any manner, with the right of the Company or any of its Affiliates to terminate
      your employment, whether with or without cause, in its sole
      discretion.





12.  **Amendment** .
      The
      Committee may amend the terms and conditions set forth herein, without your
      consent, to the extent it determines that such amendment is necessary or
      appropriate to comply with the provisions of Section 409A of the Internal
      Revenue Code of 1986, as amended. You will receive written notice of any such
      amendment. Otherwise, the terms and conditions set forth herein can be amended
      by the written consent of the parties hereto.





Very
                truly yours,CLECO
                CORPORATIONBy:_____________________________George
                W. BausewineIts:Senior
                Vice PresidentCorporate
                Services








«NAME»
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          8








**ACKNOWLEDGMENT
      AND AGREEMENT**











I
      acknowledge that the Restricted Stock and CEUs granted and Opportunity Shares
      and Opportunity CEUs allocated 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 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.







________________________________SignatureDate:
              ______________________________















**EXHIBIT
      A**





CLECO
      CORPORATION


2000
      LONG-TERM INCENTIVE COMPENSATION PLAN





PERFORMANCE
      OBJECTIVES











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





For
      the
      _____ Performance Cycle, the comparative performance measure approved is the
      relative 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 in the S&P Small and
      Midcap Electric Utilities Index ("Peer Group"). The Company's TSR must rank
      at
      or above the **30th** percentile level in order for any award to be paid. Actual awards are determined
      by the Committee based on the Company's rank within the peer group (see **Attachment
      A** -
      Performance Award Matrix).





Restrictions
      will lapse upon receipt by you of written notice from the Committee that the
      Company has achieved the Performance Objectives established for the _____
      Performance Cycle; notice will be given by the Committee as soon as practicable
      after the close of the cycle. Payments with respect to CEUs will be made on
      a
      similar schedule, provided that in all events any payments to be made with
      respect to the CEUs granted for the _____ Performance Cycle will be made on
      or
      before March 15, _____.