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**EXHIBIT 10(b)**

                                                                              

| **CLECO CORPORATION**                  |
|----------------------------------------|
| **401(k) SAVINGS AND INVESTMENT PLAN** |
| **STOCK TRUST AGREEMENT**              |
| ** **                             |
| **AMENDMENT NUMBER 2**                 |

**WHEREAS**,Cleco Power LLC ("Cleco Power") (the successor to Cleco Utility Group, Inc.,which was formerly known as Cleco Corporation and Central Louisiana ElectricCompany, Inc.) maintains the Cleco Power LLC 401(k) Savings and Investment Plan(formerly known as the Cleco Utility Group, Inc. 401(k) Savings and InvestmentPlan, the Cleco Corporation 401(k) Savings and Investment Plan, and the CentralLouisiana Electric Company, Inc. 401(k) Savings and Investment Plan), as thatplan has been amended from time to time (the "Plan"); and

**WHEREAS**, inconnection with the Plan, Cleco Power maintains the Cleco Corporation 401(k)Savings and Investment Plan Stock Trust Agreement (the "Trust"), which Trustwas most recently amended and restated effective as of August 1, 1997; and

**WHEREAS**, theBoard of Managers of Cleco Power possesses the authority to remove the Trusteeand to amend the Trust, pursuant to Articles Twelfth and Thirteenth thereof;and

**WHEREAS,**onDecember 12, 2003, the Board of Managers of Cleco Power removed UMB Bank, N.A.,a national banking association, having its principal place of business atKansas City, Missouri ("UMB Bank, N.A.") as trustee and appointed JPMorgan****ChaseBank as Successor Trustee.

**             NOW, THEREFORE,**effective as of January 1, 2004, the Trust is amended as follows:

**1.**         Thename of the Trust is changed to "Cleco Power LLC 401(k) Savings and InvestmentPlan Stock Trust Agreement."

**2.        **Allreferences in the Trust (other than in the Recitals) to Central LouisianaElectric Company, Inc. or Cleco Corporation are changed to Cleco Power LLC andall references in the Trust (other than in the Recitals) to the Board ofDirectors are changed to the Board of Managers.

**3.**         Allreferences in the Trust to UMB Bank, N.A. are changed to JPMorgan****ChaseBank.

**4.**         Thename and address of the Trustee in the second paragraph of Article Twentieth isamended to read as follows:

 

 

| Cleco Corporation 401(k) Savings and Investment Plan Stock  Trust Agreement

Amendment No. 2 | Page 1 of 2 |
|----------------------------------------------------------------------------------------------|-------------|

 

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| JPMorgan Chase Bank                                             |
|-----------------------------------------------------------------|
| Investor Services                                               |
| 3 Metro Tech Center, 6th Floor                                  |
| Brooklyn, New York 11245                                        |
| Attn: JPMorgan Retirement Plan Services Account  Representative |

** **

**5.**         ArticleTwenty-First is amended to substitute "Louisiana" in place of "Missouri."

**THIS AMENDMENT** may have been executed in multiple counterparts, eachof which shall has been deemed an original.

| **CLECO POWER LLC**                                                                                                                                                                                                                                                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                         |
| By:  /s/  Catherine C. Powell                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                    |
| Its:  Sr.  Vice President - Corporate Services                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                    |
| Date:     4/23/04                                             |
|                                                                                                                                                                                                                                                                                                                    |

**REVIEWED AND ACCEPTED**by JPMorgan Chase Bank, appointed as the Trustee underthe Trust.

| **JPMORGAN  CHASE BANK**                                                                                                                                                                                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                          |
| By:  /s/ James K.  Bartley                                                                                                                    |
|                                                                                                                                                                                                                                                                                                     |
| Its:  Vice  President                                                                            |
|                                                                                                                                                                                                                                                                                                     |
| Date:    5/25/04                                              |

 

| Cleco Corporation 401(k) Savings and Investment Plan Stock  Trust Agreement

Amendment No. 2 | Page 2 of 2 |
|----------------------------------------------------------------------------------------------|-------------|

 

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