Exhibit 10(g)(8)








EXHIBIT 10(g)(8)


LETTER AGREEMENT





February 21, 2001









 










Samuel H. Charlton, III


15910 Conners Ace Drive


Spring, Texas  77379




Dear Sam:




The purpose of this Letter Agreement is to confirm recent
discussions concerning your transfer and relocation by Cleco Corporation to
Alexandria/Pineville, Louisiana.  We are pleased to extend this offer
contingent on the following terms and conditions:




1.            
Effective Date.  Your effective date of transfer will be March 1,
2001.




2.            
Relocation Allowance.  You will receive two (2) months of your
annual salary to help defray miscellaneous moving related expenses.


3.            
Transportation of Household Goods.  Cleco Corporation shall pay
for or reimburse you for moving expenses incurred for relocating your family
and household goods and other personal property.


4.            
Real Estate Incentive. Cleco Corporation shall, at your request,
purchase your principal residence for an amount equal to the greater of (i) the
purchase price of such principal residence plus any capital improvements to the
residence made by you, or (ii) the fair market value of such principal
residence as determined by Cleco Corporation's usual relocation practice.


Cleco Corporation shall reimburse
you for all closing costs associated with the sale of your principal residence
and your purchase of a new principal residence.










Samuel H.
Charlton


Letter Agreement


Page 2


February 21, 2001



 








5.             Termination Incentives.  At your election, but only in connection
with any termination of employment with Cleco Corporation or any of its affiliates,
Cleco Corporation shall purchase your new principal residence in the
Alexandria/Pineville, Louisiana area under the same terms and conditions as set
forth in Paragraph 4 above.




Cleco Corporation shall pay or
reimburse you for moving expenses incurred for relocating your family and
household goods and other personal property to any location within the
continental United States.




Notwithstanding the foregoing,
Cleco Corporation shall not be obligated under this Paragraph 5, unless within
twelve (12) months after termination of your employment with Cleco Corporation
or any of its affiliates, you have requested Cleco Corporation to 


purchase such new principal
residence and you have actually relocated from the Alexandria/Pineville,
Louisiana area.  




6.            
Modification
of Existing Executive Employment Agreement:  In addition to the benefits
outlined in that certain Cleco Corporation Executive Employment Agreement (the
"Agreement") between you and Cleco Midstream Resources LLC (the
"Principal Employer"), attached hereto as Exhibit "A",
following are enhancements which supercede said Agreement and to which Cleco
Corporation agrees:


a.             
All payment made to Executive under Section 3.1e of the Agreement by the
Company shall be grossed up by a factor of 65% to compensate Executive for any
federal and/or state tax effects.




b.            
Section 4.3 Business Transaction.  If Executive's employment with the
Company and/or its Affiliates is involuntarily terminated (other than on
account of cause as defined in Section 3.3 of the Agreement) in connection with
a Business Transaction, then notwithstanding any other provision of this Letter
Agreement to the contrary, the Company shall pay or provide to Executive the
compensation described in Section 4.2 of that Agreement.




7.             Gross
Up for Tax Purposes.  To the extend that any allowances, reimbursements or
payments made to you under Paragraph 2, 3, 4 and 5 of this Letter Agreement are
subject to federal and/or state taxes, Cleco Corporation will gross up such
allowances, reimbursements or payments by a factor of 65% to compensate you for
any federal and/or state tax effect.


8.            
Successors. 
This Letter Agreement shall be binding upon Cleco Corporation and any successor
or assigns of Cleco Corporation and/or Cleco Midstream Resources LLC, whether
by merger, sale, consolidation, joint venture or otherwise.








Samuel H.
Charlton


Letter Agreement


Page 3


February 21, 2001



 






Enclosed are duplicate originals of this Letter Agreement. 
If acceptable, please acknowledge your acceptance by signing and returning one
original to my attention.



 




Sincerely,





/s/  Darrell J. Dubroc        


Darrell J. Dubroc


Senior Vice President







 










Agreed to and accepted this 


    22    day of February, 2001.





 






/s/  S. H. Charlton, III         


Samuel H. Charlton, III