Exhibit 10(n)(3)










Exhibit 10(n)(3)


 CLECO
CORPORATION


2030 Donahue Ferry
Road


Pineville, LA 71360






January 30, 2006






«NAME»


«LOCATION»






Re:      Notice
and Acceptance of Grant of Restricted Stock and Common Stock Equivalent Units and
Allocation of Opportunity Shares and Opportunity Common Stock Equivalent Units -
2006 Performance Cycle




Dear «NICKNAME»:




            The Compensation Committee of the Board of
Directors (the "Committee") of Cleco Corporation (the "Company")
appointed to administer the Cleco Corporation 2000 Long-Term Incentive
Compensation Plan, as amended (the "Plan") has granted and allocated
to you certain incentives related to shares of the Company's $1.00 par value
voting common stock (the "Common Stock").  This letter is intended to
provide you notice of the terms and conditions applicable to your grant and
allocation.  By execution below, you acknowledge and agree to be bound by the
terms and conditions described herein and the provisions of the Plan.  Unless
otherwise defined below, capitalized terms used herein shall have the meanings
ascribed to them in the Plan.




            1.         Grant of Restricted Stock and
Common Stock Equivalent Units.  




            a.         Grant.  The Committee grants
to you an aggregate of _____________ shares of Common Stock (the "Restricted
Stock") and an equal number of Common Stock Equivalent Units ("CEUs"),
provided that during the 2006 Performance Cycle (as defined below), such shares
of Restricted Stock and such CEUs:




            (i)         Shall not
be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of;
and




            (ii)        Shall be
canceled and forfeited, without the payment of consideration by the Company, if
you are notified that the Company has not achieved the Performance Objectives
established for the 2006 Performance Cycle or your employment with the Company
and its Affiliates terminates for any reason, except as provided in paragraph 5
hereof.

-1-








«NAME»


January 30, 2006

Page 2






            b.         Restricted Stock.  The
Company has issued in your name a certificate or certificates for the
Restricted Stock.  Pending the lapse of the restrictions described above or the
cancellation and forfeiture of the Restricted Stock, you agree that the
certificate or certificates will be held by the Company in escrow.  You also
agree to execute stock powers endorsed in blank, if requested by the Committee. 
During the 2006 Performance Cycle, you are entitled to the rights of a
shareholder with respect to the Restricted Stock, including the right to vote
the shares; provided, however, that you will not be entitled to receive payments
of dividends with respect to such shares.  You may be entitled to payment of
dividends with respect to shares that vest at the end of the 2006 Performance
Cycle as more fully described in paragraphs 1.d., 3.c. and 5.c. below.




            c.         CEUs. CEUs shall be recorded
in a bookkeeping account maintained by the Company.  You are not entitled to
voting rights, dividend or any other rights as a shareholder with respect to
CEUs, although you may be entitled to payment of dividend equivalent payments
at the end of the 2006 Performance Cycle as more fully described in paragraphs 1.d.,
3.c. and 5.c. below.  The number of CEUs awarded to you under this award notice
may be adjusted by the Committee in the event of a stock split, stock dividend or
other recapitalization in the manner in which the Committee deems appropriate.




            d.         Dividends.  If dividends are
declared and paid on shares of Common Stock during the 2006 Performance Cycle,
then the dividends paid on shares of Restricted Stock and a cash amount equal
to the dividends that would have been paid on a number of shares of Common
Stock equal to the number of CEUs awarded to you pursuant to paragraph 1 (collectively,
the "Accumulated Dividends") will be credited to a bookkeeping
account and will be held by the Company, without interest, until the end of the
2006 Performance Cycle.  Payment, if any, of the Accumulated Dividends will be
made only as described in paragraphs 3.c. or 5.c. below.  No dividends will be
accumulated or paid during the 2006 Performance Cycle with respect to Opportunity
Shares or Opportunity CEUs.




            2.         Allocation of Opportunity Shares
and CEUs.  The Company has also recorded in a separate bookkeeping account
established and maintained for your benefit a contingent allocation of ____________
units, representing shares of Common Stock (the "Opportunity Shares"),
and ____________ CEUs (the "Opportunity CEUs").  While
Opportunity Shares and Opportunity CEUs are allocated to your account, you are
not treated as a shareholder of the Company with respect to the Opportunity
Shares and Opportunity CEUs, and you have no right to receive dividends,
dividend equivalents or vote the shares.  No dividends will be accumulated or paid
during the 2006 Performance Cycle with respect to Opportunity Shares or
Opportunity CEUs.

 







«NAME»


January 30, 2006

Page 3












            3.         Performance
Objectives; Vesting, Delivery and Payment.  




            a.         Establishment of Performance
Objectives.  A summary of the Performance Objectives established for the
period beginning as of January 1, 2006, and ending December 31, 2008 (the "2006
Performance Cycle") is attached hereto as Exhibit A. The summary is
subject to the provisions of the Plan, including provisions authorizing the
Committee to interpret the Plan, to determine the degree to which the Company
achieves the Performance Objectives, and to adjust or amend the Performance
Objectives during the 2006 Performance Cycle.  




            b.         Vesting, Delivery and Payment. 
As soon as practicable after the end of the 2006 Performance Cycle, the
Committee will notify you of the number of shares of Restricted Stock, if any,
that are no longer subject to restriction, the number of CEUs, if any, to be paid
to you in cash, and the number of Opportunity Shares and Opportunity CEUs, if
any, to be issued to you from your bookkeeping account in the form of Common
Stock or cash, as applicable.  Payments with respect to CEUs and Opportunity
CEUs under this paragraph or any other provision of this award letter will be
made in a lump sum cash payment.  Each CEU or Opportunity CEU to be paid shall
entitle you to a cash payment equal to the Fair Market Value of a share of
Common Stock as of a date selected by the Committee as near as practicable to
the payment date.  In all events any cash payments to be made to you with
respect to CEUs or Opportunity CEUs will be made by March 15, 2009.  The number
of shares of Restricted Stock and Opportunity Shares to vest or be delivered, if
any, and the number of CEUs and Opportunity CEUs to be paid, if any, will be
determined by the Committee, based upon whether the Company has achieved the
threshold, target or maximum Performance Objectives for the 2006 Performance
Cycle, as follows:




	
  Performance

  Objective

  	
  Restricted

  Shares

  	

  CEUs

  	

  Total Award

  
	
       
  Threshold

  	

  

  
	
   

  	

  

  

	
       
  Target

  	

  

  
	
   

  	

  

  

	
       
  Maximum

  	

  

  
	
   

  	

  

  




Shares of Restricted Stock, CEUs,
Opportunity Shares and Opportunity CEUs that are not vested, paid or issued to
you will be forfeited and the affected certificates or bookkeeping entries canceled
by the Company.


            c.         Payment
of Accumulated Dividends.  If any shares of Restricted Stock vest or
payments are made with respect to any CEUs for the 2006 Performance Cycle, then
following the end of the 2006 Performance Cycle, but no later than March 15,
2009, you will be paid the Accumulated Dividends, if any, that were credited to
the bookkeeping accounts with respect to shares of Restricted Stock that have
vested and the CEUs for which payment has been made for the 2006 Performance
Cycle.  Any Accumulated Dividends associated with shares of Restricted Stock
which have not vested and CEUs which have not been paid to you will be
forfeited to the Company.







«NAME»


January 30, 2006

Page 4








            4.         Further Limitations.  A
purpose of the Company in granting Restricted Stock and allocating Opportunity
Shares 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 Common
Stock, without the prior consent of the Company, and that such shares will be
subject to forfeiture if your employment is terminated for Cause, as described
in paragraph 5 below.  This restriction will remain in effect during the period
commencing as of January 1, 2009, 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,
2012.  You agree that shares of Common Stock subject to this restriction may be
held by the Company, in escrow, pending lapse of the transfer restrictions set
forth in this paragraph.  The Committee may, in its discretion, amend or waive
the restrictions set forth in this paragraph 4.  You will be notified as soon
as practicable of any such action taken by the Committee.


            5.         Termination of Employment. 
If your employment with the Company and its Affiliates is terminated prior to
the expiration of the 2006 Performance Cycle, Restricted Stock granted to you,
CEUs allocated to you and any Accumulated Dividends allocated to you in
accordance with paragraph 1 hereof, and Opportunity Shares and Opportunity CEUs
allocated to you in accordance with paragraph 2 hereof, will be forfeited as of
the date of your termination, except as expressly provided below:




            a.         Restricted Stock and Opportunity
Shares.  If your employment with the Company and its Affiliates is
terminated during the 2006 Performance Cycle on account of your death, Disability
or Retirement on or after age 55, or if such termination is involuntary, but
not on account of Cause, no shares will be vested or delivered upon termination;
provided, however, that if any Restricted Stock held by then-current Participants
vests at the completion of the 2006 Performance Cycle, the restrictions
lapse and the Performance Objectives are deemed satisfied, the number of shares
of Restricted Stock issued to you with respect to such Performance Cycle shall
be determined by obtaining the product of:  (a) the total number of shares of
such Restricted Stock subject to restriction and/or Performance Objectives, (b)
the actual payout percentage paid to then-current Participants at the
completion of the 2006 Performance Cycle and (c) the quotient obtained by
dividing (i) the number of days in the 2006 Performance Cycle prior to your
severance date by (ii) the total number of days in such Performance Cycle.




            If your employment with the Company and its Affiliates
is terminated on account of Cause during the period described in paragraph 4
hereof, you agree that all Common Stock acquired on the lapse of restrictions
and/or the transfer of Opportunity Shares will be forfeited and canceled as of
the date of such termination, without requirement of further notice.




            b.         CEUs and Opportunity CEUs. 
If your employment with the Company and its Affiliates is terminated during the
2006 Performance Cycle on account of your death, Disability 








«NAME»


January 30, 2006

Page 5










or Retirement on or after age 55 or such termination is
involuntary, but not on account of Cause, no payments in respect of CEUs or
Opportunity CEUs will be made to you upon termination; provided, however, that
if any payments with respect to CEUs are paid to then-current Participants at
the completion of the 2006 Performance Cycle, and the Performance
Objectives are deemed satisfied, then payment will be made as to the number of CEUs
allocated to you with respect to such Performance Cycle determined by obtaining
the product of:  (a) the total number of CEUs granted to you subject to
restriction and/or Performance Objectives, (b) the actual payout percentage
paid to then-current Participants at the completion of the 2006 Performance
Cycle and (c) the quotient obtained by dividing (i) the number of days in the 2006
Performance Cycle prior to your severance date by (ii) the total number of days
in such Performance Cycle.  Such payment will be made to you no later than
March 15, 2009.




            c.         Accumulated Dividends. 
Accumulated Dividends that were credited to the bookkeeping accounts with
respect to the shares of Restricted Stock which were deemed vested pursuant to
paragraph 5.a. and the CEUs which were paid pursuant to paragraph 5.b. will be
paid to you no later than March 15, 2009.




            d.         Cause.  For this purpose,
the term "Cause" generally means that you commit an intentional act
of fraud, embezzlement or theft during your employment, you engage in
intentional misconduct that is materially injurious to the Company (or an
Affiliate), you wrongfully disclose confidential information, you intentionally
damage the property of the Company or you intentionally refuse to perform your
material job duties.  The Committee determines whether any termination is on
account of Cause.




            6.         Change in Control. 
Notwithstanding any provision of the Plan or this agreement to the contrary,
upon the occurrence of a Change in Control, all Performance Objectives shall be
deemed satisfied and all restrictions and limitations shall lapse as to the
aggregate number of shares of Restricted Stock granted to you in paragraph 1
hereof, all CEUs granted to you in paragraph 1 shall be paid to you in cash, shares
of Common Stock equal to the number of Opportunity Shares allocated to you in
paragraph 2 hereof shall be transferred to you, free of restriction, and
Opportunity CEUs allocated to you in paragraph 2 hereof shall be paid to you in
cash.  If your employment with the Company is subject to a severance agreement,
employment agreement or similar document defining the term "Change in
Control," the definition contained in such document shall govern;
otherwise, the term "Change in Control" shall be determined in
accordance with the terms of the Plan.




            Unless you are or become a party to a separate
written agreement with the Company that provides to the contrary, the Plan
provides that no portion of the payments you receive from the Company or an
Affiliate on account of a Change in Control, including Common Stock under this
paragraph 6, can be characterized as an "excess parachute payment"
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended.  If an excess parachute 







«NAME»


January 30, 2006

Page 6








payment is otherwise payable to you on account of a Change
in Control, you may be required to forfeit some or all of the Common Stock
transferable hereunder to comply with this limitation.




            Notwithstanding the foregoing, payments of
cash with respect to CEUs will not be made pursuant to this paragraph 6 unless
the Change in Control is a permissible payment event for purposes of Section
409A of the Code and relevant guidance thereunder.  If the Change in Control is
not a permissible payment event under Section 409A of the Code, payments with
respect to CEUs will be made at the end of the 2006 Performance Cycle, but not
later than March 15, 2009.




            7.         Business Transactions.  If
your employment with the Company and its Affiliates is involuntarily terminated
on account of a Business Transaction and not on account of Cause, all
Performance Objectives shall be deemed satisfied and all restrictions shall
lapse as to the Restricted Stock granted to you in paragraph 1 hereof, all CEUs
granted to you in paragraph 1 shall be paid to you in cash, shares of Common
Stock equal to the number of Opportunity Shares allocated to you in paragraph 2
hereof shall be transferred to you, free of restriction, and Opportunity CEUs
allocated to you in paragraph 2 hereof shall be paid to you in cash.  For this
purpose, the term "Business Transaction" is defined in the Plan as
the sale, lease or other disposition of all or a substantial portion of the
assets of an 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.  The Committee determines whether any sale, lease or disposition is
a Business Transaction.




            8.         Tax Withholding.  If the
restrictions lapse with respect to all or part of the Restricted Stock or if
Opportunity Shares are transferred to you, you agree that:




            a.         If Restricted Stock is released to
you, CEUs are paid to you, Opportunity Shares are transferred or issued to you or
Opportunity CEUs are paid to you by the Company, you will, no later than the
date of such release, transfer or issuance, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any federal,
state or local taxes required by law to be withheld by the Company with respect
to such deliveries or payments; and 




            b.         The Company and its Affiliates
shall, to the extent permitted by law, have the right to deduct from any
payments otherwise due to you any federal, state or local taxes required by law
to be withheld.




            9.         No Assignment.  The grant
and allocation described herein shall not be 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.

















«NAME»


January 30, 2006

Page 7






            10.       Additional Requirements.  You
acknowledge that Common Stock acquired hereunder may bear such legends as the
Committee or the Company deems appropriate to comply with applicable Federal or
state securities laws or under the terms of the Plan.  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. 




            11.       Employment
Rights.   Neither this agreement nor the grant of Restricted Stock or CEUs or
allocation of Opportunity Shares or Opportunity CEUs 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.




            12.       Amendment.  The Committee may
amend the terms and conditions set forth herein, without your consent, to the
extent it determines that such amendment is necessary or appropriate to comply
with 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.

 




                                                                                                                                            Very
truly yours,    

 




                                                                                                                                            CLECO
CORPORATION      

            






                                                                                                                                            By:       _____________________________


                                                                                                                                                        


                                                                                                                                            Its:
           


                                                                                                                                        









«NAME»


January 30, 2006

Page8














ACKNOWLEDGMENT
AND AGREEMENT



 








            I acknowledge that the Restricted Stock and
CEUs granted and Opportunity Shares and Opportunity CEUs allocated hereunder
shall be subject to such additional terms and conditions as may be imposed
under the terms of the Plan, in addition to the terms and conditions of this
agreement. By execution of this agreement, I acknowledge that no member of the
Committee shall be liable for any action or determination taken in good faith
with respect to the Plan or any grant or award hereunder.

 






                                                                                                                                                ___________________________________


                                                                                                                                                Signature

 

    




                                                                                                                                                Date:
______________________________




























EXHIBIT A




CLECO CORPORATION


2000 LONG-TERM
INCENTIVE COMPENSATION PLAN




PERFORMANCE
OBJECTIVES



 








            The Cleco Corporation 2000 Long-Term Incentive
Compensation Plan (the "Plan") 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 2006 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 2006 Performance Cycle as compared to the Total
Shareholder Return of companies in the S&P Small and Midcap Electric
Utilities Index ("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 (see Attachment A - Performance Award
Matrix).




            Restrictions will lapse upon receipt by you of
written notice from the Committee that the Company has achieved the Performance
Objectives established for the 2006 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, provided that in all
events any payments to be made with respect to the CEUs granted for the 2006
Performance Cycle will be made on or before March 15, 2009.

-9-