EXHIBIT 10(s)(1) Cleco Corporation Employee Stock Purchase Plan - Amendment 1






EXHIBIT 10(s)(1)





CLECO
CORPORATION

EMPLOYEE STOCK PURCHASE PLAN





Amendment No. 1


Whereas,
Cleco Corporation, a corporation organized and existing under the laws of the
State of Louisiana (the "Company"), maintains the Cleco Corporation Employee
Stock Purchase Plan, first effective as of October 1, 2000 (the "Plan"), which
Plan is intended to be an employee stock purchase plan within the meaning of
Sections 421 and 423 of the Internal Revenue Code of 1986, as amended;




            Whereas, the
Compensation Committee of the Board of Directors of the Company possesses the
authority to amend the Plan pursuant to Section 6.1 thereof, and such committee
has now authorized the amendment of the Plan; 




            Now, Therefore, effective
as of the dates set forth below, the Plan shall be amended as follows:




I.

Definitions 




            Effective as of May 7, 2001, Section 1.5 of the Plan shall be amended and restated as follows:




"1.5      Common
Stock means $1.00 par value voting common stock issued by the Company."





II.

Limitations on the Acquisition of Shares




Effective as of October 1, 2003, Section 2.3 of the Plan shall be amended and restated in its entirety as
follows: 


"2.3      Individual Limits.  A Participant shall not: 


a.         With
respect to any Plan Year, acquire Common Stock with an aggregate Fair Market
Value that exceeds $25,000; such amount shall be determined with reference to
the Fair Market Value of Common Stock as of the date on which each Option is
granted and such limitation shall be construed in accordance with Code Section
423(b)(8) and the regulations promulgated thereunder; and




b.         With respect to any Offering Period, acquire Common Stock in
excess of the Maximum Share Amount.  The term "Maximum Share Amount"
shall mean a fixed number of shares of Common Stock or a fixed dollar amount,
as designated by the Committee.  Once established, the Maximum Share Amount
shall apply 



 with respect to all succeeding Offering Periods, until modified by the
Committee."




Effective as of October 1, 2003, the following Section 4.10 shall be added to the Plan, to read in its
entirety as follows:




"4.10    Shares
Available for Issuance.  If the aggregate number of shares to be purchased
as of the last day of an Offering Period exceeds the number of shares then
available for issuance hereunder, such remaining shares shall be issued pro
rata among all Participants.  Any amount credited to a Participant's Ledger
Account as of the end of such Offering Period shall be returned to the
Participant as soon as practicable after the end of such period, without
interest."


  III.

Voting


Effective July 1, 2000, the following paragraph shall be added to Section 4.5 of the Plan, to read
in its entirety as follows:            


"Each
Participant shall be entitled to vote the number of shares of Common Stock
issued hereunder. If and to the extent such shares are held by a custodian or
other recordkeeper pending certification, as soon as administratively feasible
before each annual or special shareholders meeting of the Company, such
custodian or recordkeeper (or a designee thereof) shall furnish to each
Participant a copy of any proxy solicitation material furnished to shareholders
of the Company, together with a form requesting confidential instructions on
how Common Stock allocable to such Participant is to be voted. Upon timely
receipt of such instructions, the custodian or recordkeeper (or such designee)
shall vote the securities as instructed.  The instructions received from each
Participant shall be held in confidence and shall not be divulged or released
to any person, except to the extent necessary to implement the provisions of
this Section 4.5."




This
Amendment No. 1 was adopted by the Compensation Committee of the Board of
Directors of Cleco Corporation on January 22, 2004, and executed in multiple
originals, this 26th day of January, 2004.







  





	

  	
  CLECO CORPORATION

  
	

  	
  

  By: /s./Catherine C. Powell

  Its: Sr. V.P. - Employee Services

  

















  

















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