**EXHIBIT
        10(m)(4)**
  **CLECO
          CORPORATION**
 2030
          Donahue Ferry Road
 Pineville,
          LA 71360
  
 «Name»
 «Location»
 
 **Re:**Awards -______ Performance
                      Cycle
 
 Dear
          «Nickname»:
 
 The
          Compensation Committee of the Board
          of Directors of Cleco Corporation, which is appointed to administer the
          Cleco
          Corporation 2000 Long-Term Incentive Compensation LTIP,  as amended
          (the “LTIP”), has awarded to you the following incentives related to the
          Company’s $1.00 par value voting common stock, referred to as “Common
          Stock”:
 
 a.
                An
                    aggregate of **_________** shares of Common Stock, or
                    “Restricted Stock,” and an allocation of an equal number of Common Stock
                    Equivalent Units, or “CEUs,” provided that during the _______ Performance
                    Cycle (as defined below), your Restricted Stock and CEUs shall
                    not be
                    sold, assigned, transferred, pledged, hypothecated or otherwise
                    disposed
                    of.
 
 b.
                A
                    contingent allocation of **________** units, representing an
                    equal number of shares of Common Stock, called “Opportunity Shares,” and
                    **________**CEUs, called “Opportunity
                    CEUs.”
 
 1.           **Performance
          Objectives, Vesting, and Payment**.  A summary of the
          Performance Objectives established for the period beginning as of January
          1,
          _______, and ending December 31, ______, referred to as the “________
          Performance Cycle,” is attached hereto as Exhibit A.  The number of
          shares of Restricted Stock and Opportunity Shares to vest and be delivered
          to
          you, if any, and the number of CEUs and Opportunity CEUs to be paid to
          you, if
          any, will be determined by the Committee at the end of the cycle in accordance
          with the performance matrix included in Exhibit A hereto.  Shares of
          Restricted Stock and Opportunity Shares and CEUs and Opportunity CEUs that
          are
          not vested at the end of the _______ Performance Cycle will be forfeited
          and the
          affected certificates or bookkeeping entries canceled by the
          Company.
 
 As
          soon as practicable after the end of
          the ______ Performance Cycle, the Committee will notify you of the number
          of
          shares of Restricted Stock and Opportunity Shares and CEUs and Opportunity
          CEUs,
          if any, to which you are entitled.  Payment will be made:
 
 a.
                For
                    Restricted Stock and Opportunity Shares, by delivery of certificates
                    representing the number of your vested shares;
                    and
 
 b.
                For
                    CEUs and Opportunity CEUs, in the form a cash payment equal to
                    the Fair
                    Market Value of Common Stock determined as of the last business
                    day of the
                    _______ Performance Cycle, multiplied by the number of vested
                    units to
                    which you are entitled.
   
   
 2.           **Accumulated
          Dividends.**  If dividends are declared and paid on shares of
          Common Stock during the _________ Performance Cycle, then the dividends
          paid on
          your Restricted Stock and an equivalent amount determined with respect
          to your
          CEUs (collectively the “Accumulated Dividends”) will be credited to a
          bookkeeping account maintained for your benefit. Such amount will be
          accumulated, without interest, and paid to you as of the first business
          day
          following the end of the _______ Performance Cycle with respect to your
          vested
          Restricted Stock and your vested CEUs. Any Accumulated Dividends attributable
          to
          shares of unvested shares of Restricted Stock or unvested CEUs will be
          forfeited.
 
 3.  **Further
          Limitations**.  A purpose of the Company in awarding Restricted
          Stock and allocating Opportunity Shares to you 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 shares, without the prior
          consent
          of the Company, and that such shares will be subject to forfeiture if your
          employment is terminated for Cause, as defined in the LTIP. This limitation
          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, notwithstanding any provision of the LTIP or this letter to
          the
          contrary, shares of Common Stock subject to the restriction set forth herein
          may
          be held by the Company, in escrow, pending its lapse. The Committee may,
          in its
          discretion, amend or waive the restriction; you will be notified as soon
          as
          practicable of any such action taken by the Committee.
 
 4.  **Cessation
          of Employment**.  Notwithstanding any provision of this letter
          to the contrary, if your employment with the Company or its Affiliates
          ceases
          before the end of the _______ Performance Cycle, your shares of Restricted
          Stock
          and Opportunity Shares, CEUs and Opportunity CEUs, and any Accumulated
          Dividends
          will be forfeited as of the date of your severance, except as expressly
          as may
          be expressly provided in the LTIP and its administrative
          procedures.
 
 5.  **Recovery
          Policy.**  Because the amount of your award and allocation
          hereunder is contingent upon the financial performance of the Company,
          it is
          subject to the Company’s recovery policy.  In the event the Company is
          required to restate its financial statements or financial results for any
          portion of the period included in the _______ Performance Cycle, this policy
          may
          require that you forfeit or return to the Company all or some portion of
          your
          award or allocation or any payment made or shares delivered to you
          hereunder.  You will receive additional notice from the Committee if
          the policy is applied to your award or allocation.
 
 6.           **Tax
          Withholding**.  As a condition of any payment or the delivery
          of shares hereunder, the Company shall withhold all income and employment
          taxes
          required by law to be withheld.  Such withholding may be satisfied by
          deduction from any payments otherwise due to you or by other delivery to
          the
          Company of the amount of such withholding.
 
 7.           **No
          Assignment**.  Your award or allocation hereunder is not
          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.
  
 
 8.           **Additional
          Requirements**.  You acknowledge that Common Stock issued
          hereunder may bear such legends as the Committee or the Company deems
          appropriate to comply with applicable Federal or state securities laws
          or the
          terms of the LTIP.  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.
 
 9.           **Employment
          Rights**.  Nothing contained in this letter or the LTIP 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.
 
 10.           **Amendment**.  The
          Committee may amend the terms and conditions set forth herein, without
          your
          consent, to the extent necessary, appropriate or desirable to comply with
          or to
          conform to 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.
 
 11.           **Shareholder
          Rights.**During the _______ Performance Cycle, you shall be
          entitled to vote your shares of Restricted Stock; otherwise you shall have
          no
          shareholder rights as to the incentives awarded or allocated to you
          hereunder.
 
 In
          addition to the terms of this
          letter, the equity incentives awarded and allocated to you hereunder are
          subject
          to terms and conditions set forth in the LTIP.  Capitalized terms used
          herein have the meanings ascribed to them in the LTIP.  You can obtain
          a copy of the LTIP or a Prospectus by contacting Carla Works by e-mail
          at
          carla.works@cleco.com or by phone at 318/484-7704.****Please
          indicate your consent to be bound by the foregoing terms and conditions
          by
          execution below and return this agreement to Carla at PVGO2 not later than
          February 29, ________.
 
 Very
          truly yours,
 
 CLECO
          CORPORATION
 
 
 By:           _____________________________
 George
          W.
          Bausewine
 Its:           
          Senior Vice President
 Corporate
          Services
 
 
 Acknowledged
          and agreed to this ____ day
 of
          __________________, ________.
 
 __________________________________
 Participant
  
 **EXHIBIT
          A**
 CLECO
          CORPORATION
 2000
          LONG-TERM INCENTIVE COMPENSATION PLAN, AS AMENDED
 
 PERFORMANCE
          OBJECTIVES
 
 The
          Cleco Corporation 2000 Long-Term
          Incentive Compensation Plan, as amended (the “LTIP”) 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 – GICS and NAICS
(1) group
          (“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, as follows:
  **Cleco
                      Relative****TSR
                      Rank**
                  1
                  2
                  3
                  4
                  5
                  6
                  7
                  8
                  9
                  10
                  11
                  12
                  13-17**Percentile
                      Rank**
                  100.0%
                  93.7%
                  87.5%
                  81.2%
                  75.0%
                  68.7%
                  62.5%
                  56.2%
                  50.0%
                  43.7%
                  37.5%
                  31.2%
                  <30%**Payout
                      as a % of****Target**
                  200.0%
                  187.4%
                  175.0%
                  162.4%
                  150.0%
                  137.4%
                  125.0%
                  112.4%
                  100.0%
                  78.0%
                  56.3%
                  34.2%
                  0.0%
 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.
 
 
  
 
 ______________________________
 
 (1)GICS
–
Global
          Industry
          Classification System
 NAICS
          – North American Industry Classification System