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Exhibit 10(b)

| **CLECO  CORPORATION**                          |
|-------------------------------------------------|
| **2000  LONG-TERM INCENTIVE COMPENSATION PLAN** |
| **Amendment  No. 3**                            |

           **Whereas,**Cleco Corporation, a corporation organized and existing under the laws ofthe State of Louisiana (the "Company"), maintains the 2000 Long-Term IncentiveCompensation Plan, which plan is intended to provide for the grant or award ofincentives related to shares of the Company's $1.00 par value common stock (the"Common Stock") and the issuance of shares of Common Stock in connection withsuch incentives (the "LTIP");

            **Whereas,**Section 12.1 of the LTIP provides for its amendment by the Board ofDirectors of the Company, and the Board of Directors has authorized suchamendment; 

 **            Now,Therefore,**the LTIP shall be amendedas follows:

             1.         Thenumber of shares of Common Stock reserved for issuance under the LTIP, asprovided in Section 3.3 thereof, shall be increased by an aggregate of1,600,000 shares and shall be subject to adjustment as provided in Section 3.4hereof.

            2.         Section3.4 of the LTIP shall be amended and restated in its entirety as follows:

**3.4       Determination of Available Shares. **Forthe purpose of determining the total number of shares of Common Stock availablehereunder for grant, award or issuance from time to time:

a.         The number of shares ofCommon Stock available for grant, award or issuance shall be reduced by thenumber of shares actually granted, awarded or issued hereunder.

b.         Thenumber of shares of Common Stock available under Section 3.3 hereof shall beincreased by the number of such shares covered by Incentives that expireunexercised, that are not earned, that are canceled, forfeited, terminated orotherwise lapse for any reason or that are exchanged for other forms ofIncentives hereunder.

c.         Thenumber of shares of Common Stock available under Section 3.3 hereof shall beincreased by the number of shares that a Participant tenders in payment of theexercise or other price of an Incentive granted or awarded hereunder or haswithheld in satisfaction of tax withholding obligations hereunder.

d.         Ifa Tandem SAR is granted hereunder, the number of shares of Common Stock subjectto such grant shall not reduce the number of shares available under Section 3.3hereof.

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|   | LTIP  Amendment No. 3 |
|--------|-----------------------|
|   | January 21, 2005      |
|   | Page 2 of 2           |

 

            3.         Section 3.5 of the Plan shall berenamed "Limitations," and the following sentenceshall be added thereto:

 The maximum number of shares of CommonStock available for grant in the form of Incentive Stock Options hereundershall equal the number of shares reserved for issuance under Section 3.3hereof, as the same may be adjusted in accordance with Section 3.4 hereof.

             4.         Nothing contained in this Amendment No.3 is intended to enlarge or otherwise modify those incentives granted under theLTIP prior to December 31, 2004, (or, with respect to cash-settled SARs,available to grant as of October 3, 2004), which are or may be deemed adeferred compensation arrangement within the meaning of Section 409A of theInternal Revenue Code of 1986, as amended.

5.         ThisAmendment No. 3 shall be effective upon its approval by the shareholders of theCompany, which shall not be later than 12 months after the date of its approvalby the Board of Directors.

            **This Amendment No. 3**was approved bythe Board of Directors of Cleco Corporation on January 28, 2005, to beeffective as of the date determined in accordance with the provisions ofparagraph 5 hereof.

 

| ** ** | **CLECO****CORPORATION**                                                                                                                                                                                                 |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                     |
|       | By:         /s/  Catherine  C. Powell                                                                                                         |
|       |                                                                                                                                                                                                                     |
|       | Its:      Sr.  V.P. - Corporate Services                                                                                                                                                   |
|       |                                                                                                                                                                                                                     |
| ** ** | Date:   1/31/2005                                   **** |

 

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