EXHIBIT
10(m)(4)


CLECO
CORPORATION
 2030
Donahue Ferry Road
 Pineville,
LA 71360
 
 
 
 
 «Date»
 
 
 
 «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 Plan, 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 «Target_Shares» 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 «Target_Shares» units,
      representing an equal number of shares of Common Stock, called
      “Opportunity Shares,” and «Target_Shares»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 or book entry of the shares;
      and
   
 «Name»
 «Date»
 b.
              For
      CEUs and Opportunity CEUs, in the form of 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.           Dividend Equivalent
Units.  If cash 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 Dividend Equivalent Units”) will be credited to a bookkeeping
account maintained for your benefit. Such amount will be accumulated, without
interest, and paid to you in the form of cash 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 Dividend Equivalent Units 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.  Separation From
Service.  Notwithstanding any provision of this letter to the
contrary, if you separate from service with the Company or its Affiliates 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 separation, except as may be expressly provided in the LTIP and its
administrative procedures with respect to your retirement (as defined in the
LTIP), involuntary termination of employment without cause, death or
disability.
 
 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
cash payments otherwise due to you or by other delivery to the Company of the
amount of such withholding.
  «Name»
 «Date»
 Page
3
 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 and Construction.The Committee may amend the terms and conditions set forth herein, except
that any such amendment may not materially change or impair your award and
allocation without your prior consent.   As to the portion of
your award and allocation that is deemed to be deferred compensation within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended, the
Committee may take such action, without your consent, as it deems necessary or
appropriate to ensure that such portion is not subject to Federal income
taxation until the end of the 
Performance Cycle.
 
 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.
 
 12.         Change in
Control.The change in control provisions of the LTIP have
been amended.  Recently, you received a Prospectus Supplement dated
January 14, that described the
amendment.  Awards with respect to the 
Performance Cycle are subject to the terms of such amendment.
 
 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 or the Prospectus Supplement 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 28,.
 
 Very truly
yours,
 
 CLECO
CORPORATION
 
 
 By:           _____________________________
 George W.
Bausewine
 Its:           Senior
Vice President
 Corporate
Services
     
 «Name»
 «Date»
 Page
4
  
 Acknowledged
and agreed to this ____ day
 of
__________________, .
 
 __________________________________
 Participant
 
 
 
  «Name»
 «Date»
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5
    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
              12-16Percentile
      Rank
              100.0%
              93.3%
              86.6%
              80.0%
              73.3%
              66.6%
              60.0%
              53.3%
              46.6%
              40.0%
              33.3%
              <30%Payout as a
      %
                of
      Target
              200.0%
              186.6%
              173.2%
              160.0%
              146.6%
              133.2%
              120.0%
              106.6%
              88.1%
              65.0%
              41.6%
              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