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**EXHIBIT 10(****v)(3)**

** Cleco Corporation**

**Supplemental Executive Retirement Plan **

** **Amended andRestated

ParticipationAgreement

                        The CompensationCommittee of the Board of Directors of Cleco Corporation (the "Committee")having the responsibility to administer the Cleco Corporation SupplementalExecutive Retirement Plan (the "Plan"), as amended and restated effectiveJanuary 1, 1996, and the responsibility thereunder to designate theparticipants in the Plan, previously designated **Michael H. Madison** as aparticipant in the Plan, a copy of which is attached hereto and made a parthereof for all purposes.  The Chief Executive Officer of Cleco Corporation hasapproved this amendment and restatement of the Participation Agreement toprovide for a shorter vesting period pursuant to Section 3.8 of the Plan.

            This designation ofparticipation is contingent upon the Participant's agreement to be bound by andsubject to the terms and conditions of participation stated below.

            1.         The Participant agrees to be bound by and to besubject to all the conditions and terms of the Plan and any rules orinterpretations of the Plan adopted or promulgated thereunder by the Committee,and the Participant expressly acknowledges, agrees and consents to anyinterpretation and construction by the Committee of any provision of the Planand the resolution by the Committee of any question or inquiry arising thereunder.

            2.         Pursuant to Section 3.8 of the Plan, theParticipant shall become entitled to receive a benefit upon termination ofemployment prior to Early Retirement Age, notwithstanding the provisions setforth in Sections 3.1, 3.2, or 3.3 of the Plan, in accordance with thefollowing Schedule:

                       Terminationof Employment After:                    Percentage of Vested Benefit

                                    October1, 2004                                              25%

                                    October1, 2005                                              50%

                                    October1, 2006                                              75%

                                    October1, 2007                                            100%                                               

            3.         The Participant acknowledges that, as acondition to eligibility for a benefit under the Plan, he will be required tomeet the requirements of Section 3.7 of the Plan regarding the selection of ajoint and 100% survivor annuity, if applicable.

            4.         The Participant acknowledges that, for purposesof determining her eligibility for a benefit under the plan, his initial dateof service with the Company is October 1, 2003.

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            5.         The Participant acknowledges that his right to abenefit under the Plan is contingent upon full disclosure of benefits arisingwith respect to employment by any prior employers as described in Section 2.12of the Plan.  The Participant represents that the following is a complete listof all benefits that are defined as "Other Pension Benefits" in the Plan:

                       __Benefitsfrom CSW Retirement Plan_____________________________

            6.         The participant acknowledges that hiseligibility for a benefit under the Plan is contingent upon the provision tothe Committee by the Participant, or any person claiming benefits through theParticipant, of all information and data that is required by the Committee todetermine the amount of the benefit properly payable under the Plan including,without limitation, such information as the Committee may require with respectto any "Other Pension Benefits".

                                                                                                                                                Ihereby agree to the foregoing terms of participation in the Plan: 

                                                                                                                                               /s/ Michael H. Madison                               

                                                                                   **                                                            MichaelH. Madison **

                                                                                                                                               November10, 2003                                     

                                                                                                                                                Date 

**                                                                                                                                                 ClecoCorporation **

                                                                                                                                                By:   /s/  David M. Eppler                           

                                                                                                                                                        DavidM. Eppler

                                                                                                                                                        President& Chief Executive Officer 

                                                                                                                                               November12, 2003                                      

                                                                                                                                                 Date

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