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**EXHIBIT 10(b)**

**CLECO POWER LLC**

**401(K) SAVINGS AND INVESTMENT PLAN**

### FIRST AMENDMENT

**WHEREAS,**Central Louisiana Electric Company, Inc. (now known as Cleco Power LLC),originally adopted the Central Louisiana Electric Company 401(k) Savings andInvestment Plan, effective as of January 1, 1985, which plan is now known asthe Cleco Power LLC 401(k) Savings and Investment Plan (the "Plan"); and

**WHEREAS,** thePlan was most recently amended and restated effective January 1, 2004; and

**WHEREAS,**Cleco Power LLC desires to amend the Plan to increase the rights of Planparticipants with respect to dividends.

**NOW, THEREFORE,**effective as of June 1, 2005, the Plan is amended in the following respects:

**1.        **Thefirst sentence of Section 5.3(b) of the Plan is amended to read as follows:

The ESOP Account of each Participant shall be creditedwith the Participant's allocable portion of (i) the Company Stock investment inthe ESOP Fund purchased and paid for by the ESOP Trust (other than FinancedStock) or contributed in kind by the Employer, (ii) forfeitures from the ESOPFund, (iii) Pre-Tax Contributions pursuant to Section 4.2 that the Participantdirected pursuant to Section 8.1 to have invested in the Common Stock Fund, and(iv) subject to the further provisions of this Section 5.3(b), the CompanyStock investment in the ESOP Fund expected to be released from the StockSuspense Account.

**2.        **Thethird and fourth sentences of Section 8.1(a) of the Plan are amended to read asfollows:

One such Investment Fund, however, shall be theCommonStock Fund, which will be invested and reinvested in the Common Stock ofthe Company and which will be considered part of the ESOP Fund (except that theCommon Stock Fund will not be considered part of the ESOP Fund for purposes ofSections 7.5 and 8.2).  The Trustee, the Committee, or a recordkeeperdesignated by the Committee shall maintain records for each Participant'sAfter-Tax Contribution Account, Employer Matching Contribution Account, Pre-TaxContribution Account, the ESOP Account, and Rollover Account, if any, thatreflect the value of each Participant's share of the Investment Funds.

 

 

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401(k)ESOP Amendment No. 1

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**3.        **Thethird sentence of the last paragraph of Section 8.1 of the Plan is deleted andreplaced with the following:

Notwithstanding the foregoing, in order that the deductionunder Code Section 404(k) will be available, the Committee may direct thatdividends paid with respect to shares in the ESOP Fund be distributed on anannual basis or more frequently, in which case income that constitutesdividends on shares of Company Stock in the ESOP Fund will not be invested inCompany Stock but will be invested temporarily in cash equivalents untildistributed to Participants.  In addition, each Participant (includingParticipants who have terminated Service with the Company and Beneficiaries) maychoose whether dividends paid with respect to shares allocable to theParticipant in the Company Stock Fund will be either:

 

(1)       Reinvested.** **Reinvested in CompanyStock in the Company Stock Fund, or

 

(2)       Paid in Cash.** **Distributed tothe Participant on an annual basis or more frequently (but not later than 90days after the close of the Plan Year in which the dividend is paid), in which caseincome that constitutes dividends on shares of Company Stock in the CompanyStock Fund will not be invested in Company Stock but will be investedtemporarily in cash equivalents until that income is distributed.

 

A Participant's dividend payment choice will continueto apply to future dividends until the Participant changes his choice.  TheCommittee will allow Participants to change their dividend payment choices atleast annually.  The entity the Committee designates must receive aParticipant's request for a change in the dividend payment option on or beforethe record date for any given dividend payment date in order for the requestedchange to be effective for that dividend.  A Participant will be deemed to havechosen option (1) above if the Participant has no dividend payment designationin place on the record date with respect to a dividend.  With respect toParticipants who choose option (2) above, the distribution will be paid to thePlan and the Plan will distribute the dividend to the Participant.

**4.        **Thefollowing sentence is added at the end of 7.4:

A hardship distribution will not be available to aParticipant unless the Participant has in place under Section 8.1 a designationthat dividends paid with respect to shares allocable to the Participant in theCompany Stock Fund be distributed to the Participant under option (2) ofSection 8.1.

 

 

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401(k)ESOP Amendment No. 1

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**IN WITNESS WHEREOF,** Cleco Power LLC has executed this amendment this22ndday of April 2005.

 

#                                                                                                                            CLECO POWER LLC 

                                               BY:  /s/  Catherine C. Powell                 

                                                  Catherine C. Powell

                                                  Senior Vice President

                                                  Employee Corporate Services

 

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