EXHIBIT
10(g)(2)
   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 2010 Long-Term Incentive Compensation Plan (the “LTIP”), has awarded
to you the following incentives related to the Company’s common stock, par value
$1.00 per share, or our “Common Stock”:
 
 a.
              An
      aggregate of _____ shares of Common Stock subject to the restrictions set
      forth herein, 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 subject to disposition.
 
 b.
              Contingent
      allocations 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 and a payment matrix,
each established by the Committee and applicable during the period beginning
January 1, _____, and ending December 31, _____, 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, and the number of
CEUs and Opportunity CEUs to be paid to you, will be determined by the Committee
at the end of the cycle in accordance with the terms of the
exhibit.  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 Common Stock
      representing the number of your vested shares, which may be in the form of
      certificates or book entry; and
 
 b.
              For
      CEUs and Opportunity CEUs, by a cash payment equal to the Fair Market
      Value of a share 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.
 
 
 
 «Name»
 «Date»
 
 2.           Dividend Equivalent
Units.  If cash dividends are declared and paid on Common Stock
during the _____ Performance Cycle, dividends paid on your Restricted Stock and
an equivalent amount determined with respect to your CEUs (collectively, the
“Dividend Equivalent Units”) will be credited to a bookkeeping account
maintained for your benefit by the Company.  Dividends will be
accumulated in your account, without interest, and paid to you in the form of
cash.  Payment will be made as of the first business day following the
end of the _____ Performance Cycle with respect to your vested Restricted Stock
and your vested CEUs.  You will forfeit any Dividend Equivalent Units
attributable to unvested shares of Restricted Stock or unvested
CEUs.
 
 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.  Consistent with this purpose, you agree that
shares of Common Stock transferred to you in consideration of Restricted Stock
or Opportunity Shares will not be sold, assigned, or otherwise disposed of,
without the prior consent of the Company, and that such shares will further 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 foregoing restrictions may be held by the
Company, in escrow, pending their lapse. The Committee may, in its discretion,
amend or waive all or any of the restrictions; you will be notified as soon as
practicable if any such action taken by the Committee.
 
 4.  Separation From
Service.  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
Dividend Equivalent Units allocated to your account will be forfeited as of the
date of your separation, except as may be expressly provided in the LTIP with
respect to your Retirement, involuntary termination of employment without Cause,
death or Disability.  For this purpose, the terms “Cause” and
“Disability” are defined in the LTIP; the term “Retirement” means that you have
satisfied the age and service conditions for normal, early or late retirement
under our separate pension plan at the time of your separation, whether or not
you actually participate in the plan.
 5.  Recovery
Policy.  Because the final amount of your incentives is
contingent upon the financial performance of the Company, your incentives are
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
incentives or any payment made or shares delivered to you hereunder, whether or
not then vested.  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 is
entitled to 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.
 
 7.           No Assignment.  Your
award and the allocation of units hereunder is not subject in any manner to
sale, transfer, pledge, assignment or other encumbrance or disposition, whether
by operation of
 
 «Name»
 «Date»
 
 
 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 or
allocation without your prior consent.
 
 11.           Shareholder
Rights.During the _____ Performance Cycle, you shall be
entitled to vote your shares of Restricted Stock; otherwise, except as may be
expressly provided herein, you shall have no shareholder rights as to the
incentives awarded or allocated to you hereunder.
 
 In addition to the terms of this
letter, your incentives are subject to terms and conditions set forth in the
LTIP.  A prospectus is attached; you can obtain a copy of the full
plan document by contacting Carla Works at Carla.Works@cleco.com.  Capitalized
terms used in this letter have the meanings ascribed to them in the
LTIP.  Please indicate your consent to be bound by the foregoing terms
and conditions and the delivery of the prospectus by execution below, and return
this agreement to Carla at PVGO2 not later than March 1, _____.
 
 Very truly yours,
 
 CLECO CORPORATION
 
 By:           __________________
 George W. Bausewine
 Its:           Senior
Vice President
 Corporate Services
 Attachment:
Prospectus
 
 
 
 ACKNOWLEDGED
AND AGREED TO
 THIS
_____ DAY OF _____, _____
 
 __________________________________
 «Name»
   
 «Name»
 «Date»
  
 EXHIBIT
A
 CLECO
CORPORATION
 2010
LONG-TERM INCENTIVE COMPENSATION PLAN
 
 PERFORMANCE
OBJECTIVES
 
 The Cleco Corporation 2010 Long-Term
Incentive Compensation Plan (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:
 
 Relative
      TSR Rank
                1
                2
                3
                4
                5
                6
                7
                8
                9
                10
                11-15Percentile
      Rank
                100.0%
                92.8%
                85.7%
                78.5%
                71.4%
                64.2%
                57.1%
                50.0%
                42.8%
                35.7%
                <30.0%Payout
      as a %
                  of
      Target
                200.0%
                185.6%
                171.4%
                157.0%
                142.8%
                128.4%
                114.2%
                100.0%
                74.8%
                50.0%
                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