Exhibit 10(c)






EXHIBIT 10(c)


 


CLECO
CORPORATION

2030 Donahue Ferry
Road

Pineville, LA 71360

DATE





 

NAME

LOCATION





 

                       
Re:      Notice and Acceptance
of Grant of Restricted Stock

                                    and Allocation of
Opportunity Shares - _______ Performance Cycle

Dear _______________:

            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 (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 with 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.  The Committee grants to you an aggregate of 
TARGET
shares of Common Stock (the "Restricted Stock"), provided that during
the _______ Performance Cycle (as defined below), such shares:

            a.         Shall
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of; and

            b.         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 ________ Performance Cycle or your employment with the Company
and/or its Affiliates terminates for any reason, except as provided in
paragraph 5 hereof.

            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.


NAME

DATE

Page 2

            During the
______
Performance Cycle, you are entitled to the rights of a shareholder with respect
to the Restricted Stock, including the right to vote the shares and to receive
dividends if, as and when declared by the Board of Directors of the Company.

            2.        
Allocation
of Opportunity Shares.  The Company has also recorded in a bookkeeping
account established and maintained for your benefit a contingent allocation of
TARGET
units, representing shares of Common Stock (the "Opportunity
Shares").  While Opportunity Shares are allocated to your account, you are
not treated as a shareholder of the Company with respect to the Opportunity
Shares, and you have no right to receive dividends or vote the shares.

            3.        
Performance
Objectives.  A summary of the Performance Objectives established for the
period beginning as of ______________, and ending _______________ (the
"________ 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 _________ Performance Cycle.  

            As soon as
practicable after the end of the _________ Performance Cycle, the Committee will
notify you of the number of shares of Restricted Stock, if any, that are no
longer subject to restriction and the number of Opportunity Shares, if any, to
be transferred or issued to you in the form of Common Stock from your
bookkeeping account.  The amount will be determined by the Committee, based
upon whether the Company has achieved the threshold, target or maximum
Performance Objectives for the ________ Performance Cycle, as follows:


	
    Performance

    Objective

    	
    Restricted

    Shares

    	
    Total Award

    At Maximum

    
	
                 Threshold

    	
    THRESHHOLD

    	
    --

	
                 Target

    	
    TARGET

    	
    --

	
                 Maximum

    	
    --
	
    OUTSTANDING

    




Shares of Restricted Stock and
Opportunity Shares that are not transferred or issued to you will  be forfeited
and the affected certificates canceled by the Company.

            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.   This restriction will remain in effect during the
period commencing as of _____________, and ending as of the earlier of (a) the
date you cease to be an employee of 


NAME

DATE

Page 3

the Company or an Affiliate, or (b) _____________.  You
agree that shares of Common Stock subject to this restriction may be held by
the Company, in escrow, pending lapse.

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

            a.         If your
employment with the Company and its Affiliates is terminated during the
__________
Performance Cycle on account of your Retirement (as defined in the Plan) on or
after age 65, all Performance Objectives shall be deemed satisfied and all
restrictions shall lapse with respect to the number of shares of Restricted
Stock granted to you in paragraph 1 hereof and all Opportunity Shares allocated
to you in paragraph 2 hereof shall be transferred to you in the form of Common
Stock.

            b.         If your
employment with the Company is terminated during the __________ Performance Cycle on
account of your death, disability or Retirement prior to age 65 or such
termination is involuntary, but not on account of Cause, all Performance
Objectives shall be deemed satisfied and all restrictions shall lapse with
respect to the number of shares of Restricted Stock granted to you in paragraph
1 hereof and the Opportunity Shares allocated to you in paragraph 2 hereof
shall be transferred in the form of Common Stock, each in a pro rated amount
determined by multiplying the number of shares of Restricted Stock or
Opportunity Shares granted or allocated by a fraction (i) the numerator of
which is the number of days lapsed in the __________ Performance Cycle as of the date
of your termination of employment, and (ii) the denominator of which is the
total number of days in such period.

            If your employment
with the Company or any Affiliate 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.  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 and shares of Common Stock equal to the number of
Opportunity Shares allocated to you in paragraph 2 hereof shall be 


NAME

DATE

Page 4

transferred to you, free of
restriction.  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 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 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.

            7.        
Business
Transactions.  If your employment with the Company or an Affiliate 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 and 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.  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
Payments.  If the restrictions lapse with respect to all or part of the
Restricted Stock or if Opportunity Shares are transferred to you, the Company
agrees to pay you in the year following the close of the _________ Performance Cycle
(or such earlier time that Restricted Stock or Opportunity Shares are taxable)
an amount determined by the Committee which will be sufficient to pay your
federal, state and local taxes (assuming your highest marginal rate of tax
based upon the compensation you receive from the Company and/or its Affiliates
applicable in the year in which such payment is made) with respect to such
Restricted Stock, Opportunity Shares and such cash payment. You agree that:

            a.         If
Restricted Stock is released to you or Opportunity Shares are transferred or
issued 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 Restricted Stock and
Opportunity Shares; 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.


NAME

DATE

Page 5

            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.

            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
allocation of Opportunity Shares 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 an Affiliate 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 appropraite
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

DATE

Page 6



ACKNOWLEDGMENT
AND AGREEMENT

            I acknowledge that
the Restricted Stock granted and Opportunity Shares 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
________ 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 Index ("Peer
Group").  The Company's TSR must rank at or above the          
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 _______ Performance Cycle; notice will be given by the Committee as soon as practicable
after the close of the cycle.