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                                                                     EXHIBIT 4.3


                               CLECO CORPORATION
                   2000 LONG-TERM INCENTIVE COMPENSATION PLAN
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                               CLECO CORPORATION
                   2000 LONG-TERM INCENTIVE COMPENSATION PLAN

                               TABLE OF CONTENTS

                                                                  Page

ARTICLE I - PURPOSE.............................................    1

ARTICLE II - DEFINITIONS........................................    1

ARTICLE III - ADOPTION; RESERVATION OF SHARES; MAXIMUM AWARDS...    5
 Adoption and Effective Date....................................    5
 Duration.......................................................    5
 Number and Type of Shares......................................    5
 Cancellation...................................................    5
 Adjustment.....................................................    5
 Individual Limitations.........................................    6

ARTICLE IV - PARTICIPATION......................................    6
 Eligibility....................................................    6
 No Continued Employment........................................    6

ARTICLE V - ADMINISTRATION OF PLAN..............................    6
 Composition of Committee.......................................    6
 Power and Authority............................................    7

ARTICLE VI - OPTIONS............................................    7
 Grant of Options...............................................    7
 Incentive Stock Options........................................    8
 Manner of Exercise; Issuance of Common Stock...................    8
 Rights as Stockholder..........................................    9
 Equity Maintenance.............................................    9
 Effect of a Severance of Employment............................    9

ARTICLE VII - STOCK APPRECIATION RIGHTS.........................    9
 General Provisions.............................................    9
 Manner of Exercise.............................................   10
 Amount of Compensation.........................................   10
 Effect of a Severance of Employment............................   10
 Nature of SARs.................................................   10

ARTICLE VIII - RESTRICTED STOCK.................................   11
 General Provisions.............................................   11
 Enforcement of Restrictions....................................   11
 Lapse of Restrictions..........................................   11

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 Shareholder Rights.............................................   11
 Effect of a Severance of Employment............................   11

ARTICLE IX - COMMON STOCK EQUIVALENT UNITS......................   12
 Allocation.....................................................   12
 Ledger Account.................................................   12
 Distribution...................................................   13
 Not a Stockholder..............................................   13
 Effect of a Severance of Employment............................   13

ARTICLE X - PERFORMANCE OBJECTIVES..............................   13

ARTICLE XI - INCENTIVES FOR ELIGIBLE DIRECTORS..................   13
 Stock In Lieu of Compensation..................................   13
 Restricted Stock Awards........................................   14
 Grant to Eligible Directors....................................   14
 Additional Grants and Awards...................................   15

ARTICLE XII - MISCELLANEOUS.....................................   15
 Amendment and Termination......................................   15
 Transferability of Incentives..................................   15
 Withholding....................................................   16
 Tax Payments...................................................   16
 Lapse of Restrictions Upon Change in Control...................   16
 Lapse of Restrictions on Account of a Business Transaction.....   16
 Agreements.....................................................   17
 Additional Legal Requirements..................................   17
 Governing Law..................................................   17
 Other Benefits.................................................   17
 Deferral.......................................................   17
 Compliance with Code Section 162(m)............................   17

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                               CLECO CORPORATION
                   2000 LONG-TERM INCENTIVE COMPENSATION PLAN

     Cleco Corporation, a corporation organized and existing under the laws
of the State of Louisiana (the "Company"), hereby establishes the 2000 Long-Term
Incentive Compensation Plan (the "Plan").  This Plan is intended to replace the
1990 Long-Term Incentive Compensation Plan maintained by a subsidiary of the
Company, Cleco Utility Group Inc. (the "Utility"), except that outstanding
grants and awards made under such plan shall remain in effect until exercised or
expired in accordance with their terms.

                                   ARTICLE I
                                    PURPOSE

     This Plan is intended to provide flexibility to the Company in
connection with its compensation practices and to attract, retain and motivate
officers, executives and other key employees through the grant of nonqualified
stock options, incentive stock options, restricted stock, common stock
equivalent units, stock appreciation rights, and other forms of incentive
compensation, all as more fully set forth below.

                                  ARTICLE II
                                  DEFINITIONS

     2.1  AFFILIATE: means any corporation or other form of entity of which
the Company owns, from time to time, directly or indirectly, 50% or more of the
total combined voting power of all classes of stock or other equity interests.

     2.2  BOARD OR BOARD OF DIRECTORS: means the Board of Directors of the
Company.

     2.3  CAUSE: unless otherwise expressly defined in an agreement between
the Company (or an Affiliate) and a Participant hereunder, Cause means that a
Participant has:

     a.   Committed an intentional act of fraud, embezzlement or theft in the
          course of his or her employment or otherwise engaged in any
          intentional misconduct which is materially injurious to the Company's
          (or an Affiliate's) financial condition or business reputation;

     b.   Committed intentional damage to the property of the Company (or an
          Affiliate) or committed intentional wrongful disclosure of
          confidential information which is materially injurious to the
          Company's (or an Affiliate's) financial condition or business
          reputation; or

     c.   Intentionally refused to perform the material duties of his or her
          position.

No act or failure to act on the part of the Participant will be deemed
"intentional" if it was due primarily to an error in judgment or negligence, but
will be deemed "intentional" only if done or omitted to be done by a Participant
not in good faith and without reasonable belief that his or her
<PAGE>

action or omission was in the best interest of the Company (or an Affiliate).
The Committee (or its designee) shall determine whether Cause has occurred
hereunder.

     2.4  CHANGE IN CONTROL: means and shall be deemed to occur if:

     a.   An event involving the Company occurs of a nature that the Company
          would be required to report in response to Item 6(e) of Schedule 14A
          of Regulation 14A promulgated under the Exchange Act;

     b.   Any "person" (as such term is used in Sections 13(d) and 14(d) of the
          Exchange Act), other than the Company or any "person" who on the
          effective date of this Plan is a director or officer of the Company or
          an employee stock ownership plan (within the meaning of Code Section
          4975(e)(7)) sponsored by the Company or an Affiliate, is or becomes
          the "beneficial owner" (as determined in Rule 13d-3 promulgated under
          the Exchange Act), directly or indirectly, of securities of the
          Company representing 20% or more of the combined voting power of the
          Company's then outstanding securities;

     c.   During any period of 24 consecutive months after the effective date of
          this Plan, individuals who at the beginning of such period constitute
          the Board of Directors cease for any reason to constitute at least a
          majority thereof, unless the election of each director who was not a
          director at the beginning of such period shall have been approved in
          advance by directors representing at least 80% of the directors then
          in office who were directors at the beginning of such period;

     d.   The Company shall be party to a merger or consolidation with another
          corporation and, as a result of such transaction, less than 80% of the
          then outstanding voting securities of the surviving or resulting
          corporation shall be owned in the aggregate by the former shareholders
          of the Company other than "affiliates" (as such term is defined in
          Rule 405 promulgated under the Securities Act of 1933, as amended) of
          any party to such transaction, as the same shall have existed
          immediately before such transaction;

     e.   The Company sells, leases, or otherwise disposes of, in one
          transaction or in a series of related transactions, all or
          substantially all of its assets;

     f.   The shareholders of the Company approve a plan of dissolution or
          liquidation; or

     g.   All or substantially all of the assets or the issued and outstanding
          common stock of the Utility is sold, leased or otherwise disposed of
          in one or a series of related transactions to a person, other than the
          Company or another Affiliate.

The Board of Directors, in its discretion, shall determine whether a Change in
Control has occurred hereunder.

     2.5  CODE: means the Internal Revenue Code of 1986, as amended.

                                       2
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     2.6  COMMITTEE: means the persons appointed in accordance with the
provisions of Section 5.1 hereof to administer this Plan.

     2.7  COMMON STOCK: means $2.00 par value voting Common Stock issued by the
Company.

     2.8  COMMON STOCK EQUIVALENT UNIT: means a unit which is valued by
reference to the value of a share of Common Stock, as more fully set forth in
Article IX hereof.

     2.9  COVERED EMPLOYEE: means the chief executive officer and the four
highest compensated officers of the Company (other than the chief executive
officer), determined in accordance with Code Section 162(m) and the regulations
promulgated thereunder.

     2.10 DISABLED OR DISABILITY: means that an Employee is actually receiving
benefits under the Company's (or an Affiliate's) separate long-term disability
plan or that an Eligible Director would be receiving benefits under such plan,
if such Director were a participant therein.  The Committee shall determine
whether a Participant or Eligible Director is or becomes Disabled.

     2.11 ELIGIBLE DIRECTOR: means an individual, other than an Employee, who
serves as a member of (a) the Board of Directors of the Company, or (b) the
board of directors of an Affiliate, provided that such Affiliate is designated
by the Committee as a participating Affiliate hereunder.

     2.12 EMPLOYEE: means a regular, common law employee of the Company and/or
its Affiliates, including officers and directors, determined in accordance with
the Company's standard personnel policies and practices, but excluding
individuals who are classified by the Company as leased or otherwise employed by
a third party, independent contractors or intermittent or temporary employees,
even if any such classification is modified by audit, administrative proceeding,
litigation or otherwise.

     2.13 EXCHANGE ACT: means the Securities Exchange Act of 1934, as amended,
including any rule, regulation or interpretation promulgated thereunder.

     2.14 FAIR MARKET VALUE: means the average of the high and low closing sales
price of a share of Common Stock on the New York Stock Exchange Composite
Transactions reporting system on the date as of which such value is being
determined or, if no sales occurred on such day, then on the immediately
preceding date on which there were such sales.

     2.15 INCENTIVE: means a right to purchase or receive shares of Common Stock
or cash in accordance with the terms of this Plan.  An Incentive may be granted
in the form of Common Stock Equivalent Units, Options, Restricted Stock, Stock
Appreciation Rights or a combination thereof.

                                       3
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     2.16 INCENTIVE STOCK OPTION OR ISO: means an option to purchase shares of
Common Stock that meets the requirements of Code Section 422 and is granted in
accordance with Section 6.2 hereof.

     2.17 LEDGER ACCOUNT: means the bookkeeping entry established and maintained
by the Company in connection with the allocation of Common Stock Equivalent
Units under Section 9.2 hereof.

     2.18 NONQUALIFIED STOCK OPTION: means an option to purchase shares of
Common Stock granted in accordance with the terms of Section 6.1 hereof.

     2.19 OPTION: means an Incentive Stock Option or a Nonqualified Stock
Option.

     2.20 PARTICIPANT: means an Employee who is granted or awarded an Incentive
under this Plan.

     2.21 PERFORMANCE OBJECTIVES: means performance criteria designated by the
Committee to be achieved during a designated period.  Such objectives may relate
to the business and affairs of the Company, an Affiliate, a division,
department, unit or profit center of the Company or an Affiliate, including,
without limitation, the attainment of goals related to the Company's earnings
per share, return on equity, return on investment, return on or growth in income
(whether gross or net), market share, appreciation in the price of Common Stock
or return on assets; such objectives may relate to any Participant or any
Employee or group of Participants or Employees and may be determined with
respect to the performance of Cleco and/or its affiliates or such performance
compared to a designated peer group.

     2.22   PLAN: means this 2000 Long-Term Incentive Compensation Plan, as may
be amended from time to time.

     2.23 RESTRICTED STOCK: means an award of Common Stock to an Employee that
is subject to restrictions on transfer and granted in accordance with the
provisions of Article VIII hereof or an award of Common Stock to an Eligible
Director pursuant to Article XI hereof.

     2.24 RETIREMENT OR RETIRE: means the date on which a Participant ceases to
be employed by the Company (or an Affiliate) on account of normal, early or
deferred retirement as defined in the separate defined benefit plan maintained
by the Company or Affiliate under which the Participant is covered, provided the
Participant is eligible to receive an immediate benefit thereunder.

     2.25 STOCK APPRECIATION RIGHT OR SAR: means a right that is based upon the
appreciation of Common Stock and is granted in accordance with Article VII
hereof.

     2.26 TANDEM STOCK APPRECIATION RIGHT OR TANDEM SAR: means a Stock
Appreciation Right granted with respect to shares of Common Stock covered by an
Option.

                                       4
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     2.27 OTHER DEFINITIONS: The following terms shall have the meanings
ascribed below: "Effective Date" is defined in Section 3.1 hereof; "non-employee
director," "performance-based compensation" and "outside director" are defined
in Section 5.1 hereof; "Performance Cycle" is defined in Article X hereof;
"Business Transaction" is defined in Section 12.6 hereof.

                                  ARTICLE III
                ADOPTION; RESERVATION OF SHARES; MAXIMUM AWARDS

     3.1  ADOPTION AND EFFECTIVE DATE. Subject to its approval by the Company's
shareholders, this Plan shall be effective as of January 1, 2000 (the "Effective
Date").  Prior to the approval of the Plan by the shareholders of the Company,
Incentives may be granted hereunder, but if such shareholder approval is not
received prior to January 1, 2001, such grants shall be void and of no effect.

     3.2  DURATION.  This Plan shall commence on its Effective Date and shall
remain in effect until (a) all Incentives have been satisfied by the issuance of
shares of Common Stock or cash payments or a combination thereof or have been
terminated or forfeited, or (b) restrictions or Performance Objectives imposed
on shares of Common Stock have lapsed.  No Incentive shall be granted hereunder
after January 1, 2010.

     3.3  NUMBER AND TYPE OF SHARES.  Subject to adjustment as provided in
Section 3.5 hereof, not more than 800,000 shares of Common Stock shall be issued
under the Plan.  Except as provided in Section 3.4 hereof, the number of shares
available for grant, transfer, issuance or other payment under the Plan shall be
reduced by the number of shares actually granted, transferred, issued or paid
hereunder.  Common Stock issued in connection with the grant or award of an
Incentive may be authorized and unissued shares, issued shares held as treasury
shares or shares acquired on the open market or through private purchase.

     3.4  CANCELLATION.  Shares of Common Stock covered by Incentives that are
not earned or that are canceled, forfeited, terminated, expired or otherwise
lapse for any reason and Incentives that are not exercised or that are exchanged
for other forms of Incentives hereunder, shall again be available for grant or
issuance under the Plan.

     3.5  ADJUSTMENT.  In the event of any merger, consolidation or
reorganization of the Company with another entity that does not constitute a
Change in Control within the meaning of Section 2.4 hereof, there shall be
substituted for each of the shares of Common Stock then subject to the Plan the
number and kind of shares of stock or other securities to which the holders of
Common Stock are entitled in the transaction.

     In the event of any recapitalization, stock dividend, stock split,
combination of shares or other change in the number of shares of Common Stock
then outstanding for which the Company does not receive consideration, the
number of shares of Common Stock then subject to the Plan shall be adjusted in
proportion to the change in outstanding shares of Common Stock.  In the event of
any such substitution or adjustment, the purchase price of any Option, the
Performance Objectives applicable to any Incentive, and the shares of Common
Stock issuable pursuant to any

                                       5
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Incentive shall be adjusted in the discretion of the Committee to the extent
necessary to prevent the dilution or enlargement of any Incentive granted
hereunder.

     3.6  INDIVIDUAL LIMITATIONS.  The maximum aggregate number of shares of
Common Stock that may be granted to an individual Participant in the form of
Options, SARs, Restricted Stock and Common Stock Equivalent Units during any
calendar year shall not exceed 125,000 shares (subject to adjustment as provided
in Section 3.5 hereof).  The maximum aggregate amount distributable in the form
of cash that may be paid to an individual Participant in any calendar year shall
not exceed $500,000.  The foregoing limitations shall be applied in a manner
consistent with the "performance-based compensation" rules imposed under Code
Section 162(m).

                                  ARTICLE IV
                                 PARTICIPATION

     4.1  ELIGIBILITY.  Employees of the Company and its Affiliates shall be
eligible to receive Incentives under this Plan, when designated by the
Committee.  Employees may be designated for participation hereunder individually
or by groups or categories, in the discretion of the Committee.

     Eligible Directors of the Company shall participate in this Plan without
necessity of further action; Eligible Directors of Affiliates shall participate
in this Plan when designated by the Committee.

     4.2  NO CONTINUED EMPLOYMENT.  No Participant shall have any right to
continue in the employ of the Company or an Affiliate for any period of time or
any right to continue his or her present or any other rate of compensation on
account of the grant or award of an Incentive or the issuance of Common Stock or
other form of payment hereunder.

                                   ARTICLE V
                            ADMINISTRATION OF PLAN

     5.1  COMPOSITION OF COMMITTEE.  This Plan shall be administered by a
committee appointed by the Board of Directors consisting of not less than two
persons, which shall ordinarily be the Compensation Committee of the Board,
provided that:

     a.   To the extent the grant or award of an Incentive is intended to be an
          exempt transaction under Rule 16b-3 promulgated under the Exchange
          Act, each acting member of the Committee shall be a "non-employee
          director" within the meaning of such rule.

     b.   To the extent the grant or award of an Incentive hereunder is intended
          to constitute "performance-based compensation" within the meaning of
          Code Section 162(m), each acting member of the Committee shall be an
          "outside director" within the meaning of such section.

                                       6
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     c.   The Committee, in its discretion, may delegate to one or more
          executive officers of the Company the authority to make grants or
          awards of Incentives to Participants hereunder, except that the
          authority to make grants or awards that are intended to be exempt
          transactions under Rule 16b-3 promulgated under the Exchange Act or
          "performance-based compensation" within the meaning of Code Section
          162(m) shall not be delegated.

Notwithstanding the foregoing, the Board of Directors may act in lieu of the
Committee hereunder.

     5.2  POWER AND AUTHORITY.  The Committee shall have the discretionary power
and authority to (a) designate Participants hereunder, (b) award Incentives
under the Plan, including the determination of the terms and conditions thereof,
(c) construe and interpret the provisions of the Plan and any form or agreement
related thereto, (d) establish and adopt rules, regulations, and procedures
relating to the Plan and the grant or award of Incentives hereunder, including,
without limitation, procedures for the crediting of periods of employment with
an Affiliate and/or during any period of part-time employment, (e) interpret,
apply and construe such rules, regulations and procedures, and (f) make any
other determination which it believes necessary or advisable for the proper
administration of the Plan.

     Decisions, interpretations and actions of the Committee concerning matters
related to the Plan shall be final and conclusive on the Company, its Affiliates
and Participants and their beneficiaries or heirs.  The Committee may make
determinations selectively among Participants who receive or are eligible to
receive Incentives hereunder, whether or not such Participants are similarly
situated.

                                  ARTICLE VI
                                    OPTIONS

     6.1  GRANT OF OPTIONS.  The Committee may grant Nonqualified Stock Options
and Incentive Stock Options to such Participants as it may designate, from time
to time, subject to the following:

     a.   The exercise price of an Option granted hereunder shall be not less
          than 85% of the Fair Market Value of the Common Stock on the date the
          Option is granted.

     b.   The number of shares of Common Stock subject to an Option shall be
          designated by the Committee at the time of grant.

     c.   The term of each Option shall be determined by the Committee, but
          shall not be longer than 10 years, measured from the date of grant.

     d.   The exercise of an Option granted hereunder shall be subject to such
          Performance Objectives or other conditions, as the Committee deems
          appropriate.

     e.   Each Option shall be exercisable at such time or times during its term
          as may be determined by the Committee.

                                       7
<PAGE>

     6.2  INCENTIVE STOCK OPTIONS.  In addition to the provisions of Section 6.1
hereof, Incentive Stock Options shall be subject to the following:

     a.   No ISO shall be granted hereunder if the aggregate Fair Market Value
          of Common Stock with respect to which ISOs are first exercisable
          during any calendar year (under this Plan and any other plans of the
          Company and its Affiliates) exceeds $100,000.

     b.   No ISO shall be granted to any Participant who owns, directly or
          indirectly, more than 10% of the total combined voting power of all
          classes of stock of the Company or an Affiliate (determined in
          accordance with Code Section 424), unless the exercise price of such
          option is not less than 110% of the Fair Market Value of Common Stock,
          determined at the time of grant.

     c.   The exercise price of an ISO granted hereunder shall not be less than
          the Fair Market Value of Common Stock on the date the ISO is granted.

     d.   An ISO granted hereunder shall be subject to such additional terms and
          conditions as the Committee deems necessary or advisable, consistent
          with the provisions of Code Section 422 and the regulations
          promulgated thereunder.

     e.   Any agreement evidencing the grant of an ISO hereunder may provide
          that such Option may be characterized as a Nonqualified Stock Option
          to the extent that the requirements imposed under Code Section 422 are
          not satisfied.

     6.3  MANNER OF EXERCISE; ISSUANCE OF COMMON STOCK.  An Option shall be
exercised, in whole or in part, by providing notice to the Committee, specifying
the number of shares of Common Stock to be purchased and accompanied by the full
purchase price for such shares.  The option price shall be payable in the form
of cash (including cash equivalents) or, if permitted under the terms and
conditions applicable to a specific grant, by delivery of shares of Common Stock
held by the Participant (whether mature or otherwise), a combination thereof or
in such other manner as may be authorized, from time to time, by the Committee.
Common Stock tendered in payment of the option price shall be valued at Fair
Market Value as of the date of exercise.

     A Participant may exercise Options and contemporaneously sell the shares of
Common Stock acquired thereby pursuant to a brokerage or similar arrangement,
provided that the proceeds thereof are applied to the payment of the purchase
price of the shares.  Any such transaction shall be with the consent of the
Committee.

     As soon as practicable after the receipt of written notification or
exercise and payment of the option price in full, the Committee shall cause the
Company to deliver to the Participant, registered in the Participant's name,
certificates representing shares of Common Stock in the appropriate amount.

                                       8
<PAGE>

     6.4  RIGHTS AS STOCKHOLDER.  Prior to the issuance of shares of Common
Stock upon the exercise of an Option, a Participant shall have no rights as a
stockholder with respect to the shares subject to such Option.

     6.5  EQUITY MAINTENANCE.  If a Participant, while an Employee of the
Corporation or an Affiliate, pays the option price by delivery of previously
owned shares of Common Stock, the Committee, in its discretion, may grant to
such Participant an additional option to purchase the number of shares of Common
Stock delivered by the Participant to pay the option price.  Any such additional
option granted hereunder shall be exercisable at Fair Market Value, determined
as of the date on which such additional option is granted.

     6.6  EFFECT OF A SEVERANCE OF EMPLOYMENT.  Unless otherwise provided by the
Committee, Nonqualified Stock Options granted hereunder shall be exercisable
only while a Participant is an Employee of the Company or an Affiliate;
thereafter, such Nonqualified Stock Options shall be exercisable, to the extent
exercisable as of the Participant's severance of employment:

     a.   During the one-year period following the date of the Participant's
          death, but by the Participant's estate or heirs;

     b.   During the three-year period following the Participant's Disability or
          Retirement; or

     c.   During the 30-day period following a termination of employment for any
          other reason, except Cause.

     Unless otherwise provided by the Committee, Incentive Stock Options granted
hereunder shall be exercisable only while a Participant is an Employee of the
Company or an Affiliate and thereafter, to the extent exercisable as of the
Participant's severance of employment, during the three-month period following
such severance for any reason, except Cause.

     Unless otherwise provided by the Committee, if a Participant's employment
is terminated for Cause, then notwithstanding any provision of this Plan or any
related form or agreement to the contrary, Options granted hereunder shall be
deemed canceled and forfeited as of the date of such termination.

                                  ARTICLE VII
                           STOCK APPRECIATION RIGHTS

     7.1  GENERAL PROVISIONS.  The Committee may grant Stock Appreciation Rights
to such Participants as it may designate, from time to time, subject to the
following:

     a.   Each SAR granted hereunder shall relate to the number of shares of
          Common Stock designated by the Committee.

                                       9
<PAGE>

     b.   Unless otherwise provided by the Committee, if a Tandem SAR is granted
          (i) the number of shares of Common Stock to which the Tandem SAR
          relates shall be reduced in the same proportion that the Option
          related to the Tandem SAR is exercised, or (ii) the Option shall be
          reduced in the same proportion that the Tandem SAR is exercised.

     c.   The exercise of each SAR granted hereunder shall be subject to such
          Performance Objectives or other conditions as the Committee deems
          appropriate, except that the terms and conditions applicable to a
          Tandem SAR shall be the same as its related Option.

     d.   Each SAR shall be exercisable at such time or times during its term as
          may be determined by the Committee, except that a Tandem SAR shall not
          be exercisable after the related Option expires or is forfeited.

     7.2  MANNER OF EXERCISE.  An SAR may be exercised, in whole or in part, by
giving written notice to the Committee, specifying the number of SARs to be
exercised.  The Committee shall, promptly after receipt of such notice, deliver
to the Participant certificates for shares of Common Stock free of or subject to
restriction or cash or a combination thereof (determined in the discretion of
the Committee) in an amount determined in accordance with Section 7.3 hereof.

     7.3  AMOUNT OF COMPENSATION.  The amount of compensation payable to a
Participant upon the exercise of an SAR shall be determined by multiplying:

     a.   The number of shares of Common Stock with respect to which the SAR is
          exercised; by

     b.   The excess of the Fair Market Value of a share of Common Stock on the
          exercise date over (i) in the case of Tandem SAR, the exercise price
          of the shares of Common Stock subject to the Option, or (ii) in the
          case of a SAR granted alone, without reference to an Option, an amount
          equal to the Fair Market Value of a share of Common Stock on the date
          of grant.

     7.4  EFFECT OF A SEVERANCE OF EMPLOYMENT.  Unless otherwise specified by
the Committee, an SAR granted hereunder shall be exercisable only while a
Participant is an Employee of the Company or an Affiliate and thereafter in
accordance with the provisions of Section 6.6 hereof applicable to Nonqualified
Stock Options.

     7.5  NATURE OF SARS.  Stock Appreciation Rights granted hereunder shall not
be deemed to constitute property or create a trust or fiduciary relationship as
between any Participant and the Company, any Affiliate or the Committee.  The
rights of a Participant with respect to any SAR shall be limited to the right to
receive cash or Common Stock upon its exercise.

                                      10
<PAGE>

                                 ARTICLE VIII
                               RESTRICTED STOCK

     8.1  GENERAL PROVISIONS.  The Committee may grant shares of Restricted
Stock to such Participants as it may designate, from time to time, subject to
the following terms and conditions:

     a.   The number of shares of Common Stock to be transferred to a
          Participant shall be determined in the discretion of the Committee.

     b.   Shares of Restricted Stock granted hereunder shall be subject to such
          terms, conditions and restrictions for such period or periods as the
          Committee, in its discretion, may determine (including, without
          limitation, restrictions on transfer or other disposition, forfeiture
          provisions, and/or restrictions based upon the achievement of
          Performance Objectives).

     8.2  ENFORCEMENT OF RESTRICTIONS.  In order to enforce any restrictions
imposed by the Committee pursuant to Section 8.1 hereof, a Participant receiving
a grant of Restricted Stock hereunder shall enter into an agreement with the
Committee setting forth the conditions of the grant.  Each certificate issued
with respect to a grant of Restricted Stock hereunder shall bear such legends as
the Committee, in its sole discretion, shall deem necessary or appropriate.  The
Committee, in its discretion, may additionally require that shares of Restricted
Stock registered in the name of the Participant be deposited, together with a
stock power endorsed in blank, with the Company pending the lapse of such
restrictions.

     8.3  LAPSE OF RESTRICTIONS.  The Committee shall notify an affected
Participant at the end of any period during which the shares of Restricted Stock
are subject to forfeiture and/or other restriction on transfer.  Such
restrictions shall be deemed lapsed and a certificate representing the number of
shares of Common Stock with respect to which the lapse has occurred shall be
delivered to the Participant free of restriction.

     8.4  SHAREHOLDER RIGHTS.  Subject to any restrictions or limitations
imposed by the Committee, each Participant receiving a grant of Restricted Stock
hereunder shall have the full voting rights of a stockholder with respect to
such shares during any period in which the shares are subject to forfeiture or
restriction on transfer.  During the period of any restriction imposed
hereunder, dividends paid in cash or property with respect to the underlying
shares of Common Stock shall be paid to the Participant currently, accrued by
the Company as a contingent obligation or converted to additional shares of
stock, in the discretion of the Committee.

     8.5  EFFECT OF A SEVERANCE OF EMPLOYMENT.  Unless otherwise provided by the
Committee, if an Employee severs his or her employment with the Company and all
Affiliates prior to the date on which Performance Objectives or other
restrictions imposed on Restricted Stock granted hereunder have lapsed:

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<PAGE>

     a.   If such severance is on account of Retirement on or after age 65, such
          restrictions shall lapse and such Performance Objectives shall be
          deemed satisfied with respect to all shares of Restricted Stock
          awarded hereunder.

     b.   If such severance is on account of death, Disability or Retirement
          prior to age 65 or such severance is involuntary, but not on account
          of Cause, such restrictions shall lapse and such Performance
          Objectives shall be deemed satisfied as to the number of shares of
          Restricted Stock determined by multiplying (i) the total number of
          shares subject to restriction and/or Performance Objectives, by (ii)
          the ratio of the number of days lapsed in the restriction period or
          Performance Cycle over the total number of days in such period.

Unless otherwise provided by the Committee, if a Participant's employment is
terminated on account of Cause or the Participant's severance is not otherwise
described above, then notwithstanding any provision of this Plan or any related
form or agreement to the contrary, Restricted Stock subject to restrictions or
Performance Objectives as of the date of such termination shall be deemed
canceled and forfeited.

                                  ARTICLE IX
                         COMMON STOCK EQUIVALENT UNITS

     9.1  ALLOCATION.  The Committee, in its discretion, may allocate Common
Stock Equivalent Units to a Participant hereunder, subject to the following:

     a.   The number of units allocated to a Participant shall be determined by
          the Committee;

     b.   The units shall be subject to such Performance Objectives and/or other
          restrictions as the Committee deems appropriate; and

     c.   The units may relate to a grant of Restricted Stock hereunder and, in
          such event, shall be subject to the Performance Objectives and/or
          additional restrictions applicable to the related grant of Restricted
          Stock, unless the Committee provides otherwise.

     9.2  LEDGER ACCOUNT.  Common Stock Equivalent Units allocated to a
Participant shall be credited to the Ledger Account established and maintained
for such Participant on the books and records of the Company.  Such Ledger
Account, including units credited thereto, shall be bookkeeping entries only and
shall not require the Company or any Affiliate to segregate or otherwise earmark
or reserve assets.  No shares of Common Stock shall be issued or issuable at the
time units are credited to a Ledger Account established hereunder.

     During any period in which Common Stock Equivalent Units are credited to a
Ledger Account, the Committee may provide (a) that an amount equal to the
dividends payable with respect to Common Stock represented by units credited to
such account shall be credited as of

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<PAGE>

each dividend payment date, and/or (b) that any stock dividend, stock split or
other recapitalization shall be reflected in the credits made to such Ledger
Account.

     9.3  DISTRIBUTION.  All Common Stock Equivalent Units allocated to a
Participant shall be distributable in accordance with the terms and conditions
imposed by the Committee.  When any such unit is or becomes distributable, the
affected Participant shall be entitled to receive a distribution from the
Company in such form (which may includes shares of Common Stock, with or without
legends, Restricted Stock, cash or a combination thereof) as the Committee shall
determine.

     9.4  NOT A STOCKHOLDER.  The allocation of Common Stock Equivalent Units to
a Ledger Account shall not entitle a Participant to exercise the rights of a
stockholder of the Company, until the issuance of shares of Common Stock with
respect to such allocation.

     9.5  EFFECT OF A SEVERANCE OF EMPLOYMENT.  Unless otherwise provided by the
Committee, if a Participant severs his or her employment with the Company and
all Affiliates with Common Stock Equivalent Units credited to his or her Ledger
Account, the provisions of Section 8.5 hereof shall apply to determine the
number of such units distributable to the Participant, if any.

                                   ARTICLE X
                            PERFORMANCE OBJECTIVES

     The Committee, in its discretion, may impose Performance Objectives as a
condition of the grant or award of Incentives hereunder, such objectives to be
achieved during the period designated by the Committee (the "Performance
Cycle").  The Committee shall establish such Performance Objectives at the time
of grant or award or annually during the term of such grant or award.  Once
established, Performance Objectives may be changed, adjusted or amended during
the Performance Cycle, in the discretion of the Committee.  The Committee may
waive all or any portion of the Performance Objectives during or after the term
of the grant or award on account of a change in circumstances.

     At the conclusion of the term of an affected Incentive or any Performance
Cycle, the Committee shall determine the portion of such grant or award that
shall be deemed free of restriction on account of the attainment of the
applicable Performance Objectives.  The Committee shall notify each affected
Participant as to whether the Performance Objectives have been achieved, in
whole or in part, and the number of shares of Common Stock free of restriction
on account of the attainment of such objectives.

                                  ARTICLE XI
                       INCENTIVES FOR ELIGIBLE DIRECTORS

     11.1 STOCK IN LIEU OF COMPENSATION.  Each Eligible Director shall be
entitled to elect to receive all or a portion of his or her annual compensation
in the form of Common Stock, instead of in cash. The number of shares issued to
the Eligible Director shall equal the quotient of:

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<PAGE>

     a.   The amount of compensation that the Eligible Director elects to
          receive in the form of Common Stock; divided by

     b.   The Fair Market Value of Common Stock, determined as of the first
          business day following the meeting with respect to which the
          compensation is paid or payable.

Prior to the calendar year in which such shares are issued as compensation, each
Eligible Director shall also be entitled to defer the receipt of the Common
Stock payable hereunder in accordance with the terms of the Deferred
Compensation Plan for Directors or a similar plan providing for the deferral of
compensation.

     11.2 RESTRICTED STOCK AWARDS.  If an Eligible Director, upon his or her
election or appointment to the Board, owns less than 1,000 shares of Common
Stock, he or she shall receive shares of Restricted Stock equal to that number
of shares of Common Stock necessary to increase such Eligible Director's
ownership to 1,000 shares.  Such award shall be subject to the following:

     a.   Each affected Eligible Director shall be required to remit to the
          Company the Fair Market Value of Common Stock awarded hereunder,
          determined as of the date of award.

     b.   Each affected Eligible Director shall apply $6,000 of his or her
          annual retainer toward acquiring such shares of Common Stock, until
          the purchase price is paid in full.

     c.   Each affected Eligible Director shall not sell, assign, transfer,
          pledge, hypothecate or otherwise dispose of shares of Restricted Stock
          awarded hereunder until the shares have been paid in full.  Such
          shares shall be held in escrow pursuant to an agreement satisfactory
          to the Committee pending such payment.

     d.   Each affected Eligible Director shall have absolute ownership of the
          Restricted Stock awarded hereunder, including the right to vote the
          shares and receive dividends thereon, subject, however, to the
          limitations set forth in Section 11.2c hereof.

     e.   Prior to receipt of the shares of Common Stock hereunder, each
          affected Eligible Director may elect to defer receipt of Common Stock
          under the terms of the Deferred Compensation Plan for Directors.

     11.3 GRANT TO ELIGIBLE DIRECTORS.  Each Eligible Director, upon such
Eligible Director's election and, thereafter, upon reelection to the Board,
shall be granted an immediately exercisable Nonqualified Stock Option to
purchase 2,500 shares of Common Stock; the exercise price of such Options shall
be Fair Market Value, determined as of the date of grant.  Options granted under
this Section 11.3 shall expire and be of no further effect 10 years after the
date of grant.

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<PAGE>

     If an Eligible Director is elected or appointed to the Board during the
term applicable to his or her class of directors, such director shall be granted
an immediately exercisable Nonqualified Stock Option to purchase the number of
shares of Common Stock determined by multiplying (a) 2,500 shares, by (b) the
ratio of the number of whole and fractional years of such director's term over
three.

     11.4 ADDITIONAL GRANTS AND AWARDS.  The Committee may, from time to time,
grant or award additional Incentives to one or more Eligible Directors in any
year, subject to such terms and conditions as the Committee deems appropriate,
except that (a) Incentive Stock Options shall not be granted to Eligible
Directors, and (b) in no event shall the number of shares of Common Stock
covered by the grant or award of any such additional Incentive exceed 2,500
shares determined with respect to each affected Eligible Director.

                                  ARTICLE XII
                                 MISCELLANEOUS

     12.1 AMENDMENT AND TERMINATION.  The Board of Directors may amend or
terminate this Plan at any time, in its sole discretion; provided, however, that
no such amendment or termination shall materially change or impair, without the
consent of each affected Participant or Eligible Director, the terms and
conditions of an Incentive previously granted or awarded hereunder.

     12.2 TRANSFERABILITY OF INCENTIVES.  Except as expressly provided in this
Section 12.2, no Incentive granted hereunder shall be transferred, pledged,
assigned, hypothecated, alienated or otherwise encumbered or sold by the holder
thereof, whether by operation of law or otherwise, and whether voluntarily or
involuntarily (except in the event of the holder's death by will or the laws of
descent and distribution) and neither the Committee nor the Company shall be
required to recognize any attempted assignment of such rights by any Participant
or Eligible Director.  During a Participant's or Eligible Director's lifetime,
an Incentive may be exercised only by the Participant or Eligible Director or by
the guardian or legal representative of such person.

     Notwithstanding the foregoing, the Committee, in its sole discretion, may
provide that any Incentive awarded hereunder, except an Incentive Stock Option
or Tandem SAR related thereto, may be transferred by a Participant or Eligible
Director to members of such Participant's or Eligible Director's immediate
family, any trust for the benefit of such family members, and/or partnerships
whose partners are such family members, but such transferees may not transfer
such Incentives to third parties.  For purposes of this Section 12.2, the term
"immediate family" shall have the meaning ascribed to such term in Rule 16a-1(e)
promulgated under the Exchange Act.

     Each transferee shall be subject to the terms and conditions applicable to
the Incentive prior to such transfer and, prior to any transfer hereunder, each
such transferee and the related Participant or Eligible Director shall enter
into a written agreement with the Committee acknowledging such terms and
conditions, including, but not limited to, the conditions with regard to the
liability for payment of any and all taxes, as well as any other restriction
determined to be reasonably necessary by the Committee.  To the extent the
Committee determines that any

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<PAGE>

transfer hereunder would result in the loss of the exemption provided under Rule
16b-3 of the Exchange Act or a similar provision, such transfer shall be deemed
invalid.

     12.3 WITHHOLDING.  The Company shall have the right to withhold from any
payment made under the Plan or to collect as a condition of any such payment,
any taxes required by law to be withheld.  To the extent permitted under a
specific grant or award of an Incentive hereunder, a Participant may satisfy
this obligation, in whole or in part, by directing the Company to withhold from
such payment shares of Common Stock having a Fair Market Value equal to the
amount required to be withheld, determined for Federal income tax purposes at a
rate not in excess of the rates applicable to supplemental wage payments under
Code Section 3402.  Common Stock withheld hereunder shall be valued at Fair
Market Value, determined as of the date that the amount of tax to be withheld
shall be determined.  Once delivered to the Committee, an election shall be
irrevocable.

     12.4 TAX PAYMENTS.  The Committee, in its discretion, may award a cash
payment to a Participant hereunder in an amount sufficient to pay all or a
portion of such Participant's tax liability attributable to the vesting,
exercise and/or payment of an Incentive hereunder, taking into account the value
of such tax payment.

     12.5 LAPSE OF RESTRICTIONS UPON CHANGE IN CONTROL. Unless otherwise
provided by the Committee at the time of grant or award hereunder or unless
otherwise provided in a separate agreement between the Company or an Affiliate
and a Participant hereunder, in the event of a Change in Control (a) the
restrictions on all shares of Restricted Stock awarded under the Plan shall
immediately lapse, (b) all outstanding Options shall become and remain
exercisable during the six-month period following such change or such longer
period permitted under an individual grant (but in no event shall an Option be
exercisable more than 10 years after its date of grant), (c) all Common Stock
Equivalent Units credited to Ledger Accounts established hereunder shall be
immediately distributable, and (d) all Performance Objectives or other
restrictions on Incentives granted hereunder shall be deemed to be satisfied or
lapsed and payment made immediately.

     Unless otherwise provided in a separate agreement between the Company or an
Affiliate and a Participant hereunder and notwithstanding any provision of this
Plan to the contrary, the aggregate present value of all "parachute payments" to
a Participant hereunder shall not exceed 300% of such Participant's "base
amount" minus one dollar (all determined in accordance with Code Section 280G).
To the extent necessary to comply with such limit, an affected Participant shall
be deemed to have forfeited Incentives otherwise accelerated hereunder.

     12.6 LAPSE OF RESTRICTIONS ON ACCOUNT OF A BUSINESS TRANSACTION.  Unless
otherwise provided by the Committee at the time of a grant or award hereunder,
upon the occurrence of a Business Transaction in which a Participant's
employment with the Company and all Affiliates is involuntarily terminated,
other than on account of Cause, (a) the restrictions on all shares of Restricted
Stock awarded to such Participant shall immediately lapse, (b) all outstanding
Options granted to such Participant shall become and remain exercisable during
the six-month period following such change or such longer period permitted under
an individual grant (but in no event shall an Option be exercisable more than 10
years after its date of grant), (c) all Common Stock

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<PAGE>

Equivalent Units credited to such Participant's Ledger Account shall be
immediately distributable, and (d) all Performance Objectives or other
restrictions on Incentives granted to such Participant hereunder shall be deemed
to be satisfied or lapsed and payment made immediately. For this purpose, the
term "Business Transaction" shall mean the sale, lease or other disposition of
all or a substantial portion of the assets of Cleco or an Affiliate (in one or a
series of related transactions) to an entity other than another 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 to an entity other
than another Affiliate, other than a sale, lease or other disposition that
constitutes a Change in Control. The Committee shall determine whether any sale,
lease or other disposition constitutes a Business Transaction hereunder.

     12.7 AGREEMENTS.  The terms of each Incentive granted or awarded hereunder
shall be evidenced by an agreement between each Participant or Eligible Director
and the Committee setting forth the terms and conditions applicable to such
Incentive; such agreement shall be made in writing or by such electronic means
as the Committee deems appropriate.

     12.8 ADDITIONAL LEGAL REQUIREMENTS.  The obligation of the Company or any
of its Affiliates to deliver Common Stock to any Participant hereunder or to
deliver such stock free of restriction shall be subject to all applicable laws,
regulations, rules and approvals deemed necessary or appropriate by the
Committee.  Certificates for shares of Common Stock issued hereunder may be
legended, as the Committee shall deem appropriate.

     12.9 GOVERNING LAW.  The Plan and any Incentive granted under the Plan
shall be governed by the laws of the State of Louisiana.

     12.10  OTHER BENEFITS.  Incentives granted to a Participant under the terms
of the Plan shall not impair or otherwise reduce such Participant's
compensation, life insurance or other benefits provided by the Company or its
Affiliates; provided, however, that the value of Incentives shall not be treated
as compensation for purposes of computing the value or amount of any such
benefit.

     12.11  DEFERRAL.  If permitted by the Committee, a Participant may elect to
enter into a written agreement with the Company providing for the deferral of
any form of payment hereunder (whether in the form of cash or Common Stock),
subject to such terms and conditions as the Committee may deem appropriate.

     12.12   COMPLIANCE WITH CODE SECTION 162(M).   The Committee, in its
discretion, shall determine whether any specific Incentive granted or awarded to
a Participant who is a Covered Employee shall be structured to constitute
"performance-based compensation" within the meaning of Code Section 162(m).

                                      17
<PAGE>

     THIS PLAN was approved by the Board Directors of Cleco Corporation on
January 28, 2000, to be effective as of January 1, 2000, subject to the approval
of the Shareholders of the Company, as more fully described in Section 3.1
hereof.


                                          CLECO CORPORATION





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