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**EXHIBIT 10(a)**

**CLECOCORPORATION**

**EMPLOYEE STOCKPURCHASE PLAN**

**Amendment No. 2**

**{FASB StatementNo. 123 (Revised 2004)}**

** **WHEREAS, Cleco Corporation, acorporation 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 tobe an employee stock purchase plan within the meaning of Sections 421 and 423of the Internal Revenue Code of 1986, as amended;

           WHEREAS, the Board of Directors hasdetermined that the Plan shall be amended to ensure that the acquisition of theCompany's $1.00 par value common stock thereunder shall not be deemed ashare-based payment transaction resulting in recognizable compensation costwithin the meaning of FASB Statement No. 123 (Revised 2004);

WHEREAS**,** the Company's Board ofDirectors and its Compensation Committee each possess the authority to amendthe Plan pursuant to Section 6.1 thereof; 

           NOW,THEREFORE**,**effective as of January 1, 2006, the Plan shall beamended as follows:

            1.         Section3.3b of the Plan shall be amended and restated in its entirety as follows:

"3.3b    Theamount of Compensation subject to an Option Agreement can be modified or suchan agreement can be revoked not later than the first business day of the lastcalendar month of the Offering Period with respect to which such electionrelates. Any such modification or revocation shall be made, in writing, andshall be effective provided it is received and accepted by the Committee (orits designee) on or before such date."

2.         The following Section 3.5 shall be added to the Plan to readin its entirety as follows:

"3.5     **Cancellationof Participation.**  A Participant may cancel his or her participationhereunder by providing written notice to the Committee (or its designee) notlater than the first business day of the last calendar month of the OfferingPeriod for which such cancellation is to be effective. In such an event, theCommittee shall revoke the Participant's outstanding Option Agreement and shallrefund to such Participant the principal amount then credited to his or herLedger Account. 

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ESPP Amendment No. 2

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3.         Section4.2 of the Plan shall be amended and restated in its entirety as follows:

"4.2     **OptionPrice.**   The Option Price shall be determined as of the last Trading Day ofeach Offering Period as 95% of the Fair Market Value of a share of Common Stockas of such day."

4.         The following Section 6.8 shall be added to the Plan to readin its entirety as follows:

"6.8     **Construction.** It is the intent of the Company that the Plan and the acquisition of CommonStock thereunder shall be interpreted, construed and administered in a mannerthat does not result in the imposition of share-based recognizable compensationcost within the meaning of FASB Statement No. 123 (Revised 2004).  To theextent any term or provision of the Plan is inconsistent with such intent, itshall be interpreted and construed consistent therewith.

**ThisAmendment No. 2** was adopted by the Board of Directors of Cleco Corporationon April 22, 2005, to be effective as of the date set forth above. 

                                                                                                                                       **        CLECOCORPORATION **

                                                                                                                                                By:   /s/ Catherine C. Powell                           

                                                                                                                                                Its:   Sr. V.P. - Corporate Services                 

 

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