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**EXHIBIT 10(e)(1)(b)**

**CLECO UTILITY GROUP INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN(as amended and restated effective January 1, 1996)AMENDMENT NO. 2**

                       **WHEREAS**, Cleco Corporation, now Cleco Utility Group Inc. (the "Company"),maintains the Cleco Corporation SupplementalExecutive Retirement Plan, most recently amended and restated effective as ofJanuary 1, 1996, which plan shall now be titled the "ClecoUtility Group Inc. Supplemental Executive Retirement Plan" (the"Plan");

                       **WHEREAS**, effective as of July 1, 1999, this Company became awholly-owned subsidiary of Cleco Holding Corporation,now known as Cleco Corporation ("Cleco");

                       **WHEREAS**, this Company is a member of a controlled group ofcorporations  and/or other entities with Clecoand its affiliates, within the meaning of Section 1563 of the Internal RevenueCode of 1986, as amended (the "Code");

                       **WHEREAS**, the Company now desires to amend the Plan as a result of theformation of Cleco, to provide benefit enhancementsupon the occurrence of a change in control and certain other events, and toprovide a supplemental death benefit;

                       **WHEREAS**, Section 6.2 of the Plan permits amendment by the Board ofDirectors of the Company, provided such amendment does not diminish the accruedrights or benefits of any participant or his beneficiary, and the Board ofDirectors of the Company has determined that the terms of this Amendment No. 2will not adversely affect compliance with such provision; 

                       **NOW, THEREFORE, BE IT RESOLVED,** effective as of the dates set forthbelow, the Plan shall be amended as follows:

**A.DEFINITIONS**

**                        **The following amendments to Article II of the Plan shall be effective as ofJuly 1, 1999:

                       1.         The definition of the term"Board of Directors" set forth in Section 2.1 of the Plan shall beamended and restated as follows:

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                                   2.1       Board of Directors:  TheBoard of Directors of Cleco Utility Group Inc., asthe same may be constituted from time to time.

                       

2.                 The definition of the term "Committee" set forth in Section 2.4 ofthe Plan shall be amended and restated as follows:

                                   2.4       Committee:  TheCompensation Committee of the Board of Directors of Cleco,unless a committee consisting of not less than two persons is appointed by theBoard of Directors.  The Board of Directors may act in lieu of theCommittee hereunder. 

                       3.         The definition of the term"Company" set forth in Section 2.5 of the Plan shall be amended andrestated as follows:

                                   2.5       Company:  Cleco Utility Group Inc., a Louisiana company, includingits subsidiaries or other affiliates, as determined from time to time.

                       4.         The definition of the term"Service" set forth in Section 2.17 of the Plan shall be amended andrestated as follows:

                                   2.17     Service:  All continuous service withthe Company, its subsidiaries or other entities in the Controlled Group,including service with any immediate predecessor company that was acquired by,merged into or consolidated with the Company. 

                       5.         The following definition ofthe term "Controlled Group" shall be added as Section 2.20 of thePlan, to read in its entirety as follows:

2.20   ControlledGroup:  A corporation, partnership, joint venture, or other entitythat constitutes a member of a controlled group with the Company, from time totime, within the meaning of Code Section 1563, but determined without regard tothe form of entity.

           6.         The following definition of theterm "Beneficiary" shall be added as Section 2.21 of the Plan, toread in its entirety as follows:

2.21           Beneficiary:  The person, persons, entityor entities designated by a participant to receive his or her SupplementalDeath Benefit hereunder.

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7.        The following definition shall be added asSection 2.22 of the Plan, to read in its entirety as follows:

2.22 Death Benefits: The benefit payableto a Surviving Spouse or alternative beneficiary under Article IV hereof. Supplemental Death Benefit is the benefit payable to a Beneficiary inaccordance with Article X hereof.

**B.ADMINISTRATION**

**                        **The following amendments to Article VI of the Plan shall be effective as ofJuly 28, 2000:**           **

                       1.         Article VI, Section 6.2,"Amendment and Termination," shall beamended and restated, to read in its entirety as follows:

                                   6.2       Amendment and Termination: The Board of Directors reserves the exclusive right to amend, modify, alter orterminate this Plan, whether in whole or in part; provided, however, that anysuch action shall not decrease any benefits or rights accrued at the time ofsuch termination, modification or amendment.  Upon an amendment,modification or termination hereunder, written notice shall be provided by theCommittee to each Participant, Surviving Spouse orBeneficiary not later than 30 days after any such action.                                   

           The Committee (or its designee) may authorize such modification to this Plan asit deems appropriate with respect to any individual Participant, including, withoutlimitation, a modification of the SERP Percentage or the amount of OtherPension Benefits to be taken into account, and any such modification shall bereflected in an individual agreement of participation signed by the affectedParticipant and the Committee.

                                   In the event the Plan is terminated as provided herein, benefit payments shallcontinue to any Participant and/or Surviving Spouse or Beneficiary in paystatus at the time of such termination.  Any Participant whose benefitpayments have not yet commenced shall receive benefits in accordance with theterms of the Plan, but for purposes of determining any Service requirementshereunder, all Service earned by the Participant after such termination shallbe taken into account.

                       2.         The following Section 6.3,"Special Termination Distribution," shall be added to the Plan toread in its entirety as follows:

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6.3             Special Termination Distribution:  During the 30-day periodfollowing receipt of notice of the termination of the Plan in accordance withSection 6.2 hereof, each affected Participant or Surviving Spouse (oralternative beneficiary) in pay status at the time of such termination mayelect  to receive  an immediate single sum  distribution bygiving written notice to the Committee. Within 30 days following receipt ofsuch notice, the Company shall make such  single-sumpayment in an amount equal to 90% of the then present value of theParticipant's SERP Benefit or the Surviving Spouse's (or alternativebeneficiary's)  as the case may be.  The remaining balance of theSERP Benefit or Death Benefit   shall be forfeited, the Participantshall accrue no additional benefits under this Plan, and the Surviving Spouse(or alternative beneficiary) shall be entitled to no additional amountshereunder.  During the 30 day period following receipt of notice asprovided in Section 6.2 hereof, each Beneficiary in pay status as of the dateon which the Plan is terminated shall be entitled to elect an immediate singlesum distribution of his or her Supplemental Death Benefit in the amount and inaccordance with the procedures described in the preceding paragraph.  Ifany Beneficiary is not in pay status as of the date on which the Plan isterminated, his or her Supplemental Death Benefit shall be paid in accordancewith the provisions of Article X hereof.

For purposes of this Section 6.3, thepresent value of any benefit  shall be determinedby Watson Wyatt Worldwide, or such other independent actuary as may bedesignated by the Committee, using reasonable interest rates and mortalityassumptions.  

                       3.         The following Section 6.4,"Funding," shall be added to the Plan to read in its entirety asfollows:

           6.4       Funding:  The Company shallestablish a trust in connection with this Plan.  Each year during thecontinuance of this Plan, the Company may contribute amounts to such trust inorder to fund its obligations hereunder. 

           The property comprising the assets of any such trust shall, at all times,remain the property of the Company.  The trustee of any such trust shalldistribute the assets comprising such trust in accordance with the provisionsof this Plan and the trust agreement, as instructed by the Committee, but in noevent shall such trustee distribute the assets of any such trust to or for thebenefit of the Company, except as provided in any applicable trust agreement.

           No Participant (or other beneficiary) shall have any right to, or claim underor against, the assets held in trust to help defray the cost incurred in 

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providingbenefits under this Plan.  Any such property shall be, and remain, ageneral, unpledged asset of the Company or the trust,as the case may be.

**C.CHANGE IN CONTROL**

                       Effective as of July 28, 2000, the following Article IX, "Special BenefitsUpon a Change in Control," shall be added to thePlan to read in its entirety asfollows:                       

ARTICLE IXSPECIAL BENEFITS UPON A CHANGE IN CONTROL

                                   9.1       Definitions: The terms"Change in Control" and "Business Transaction" shall havethe meanings ascribed to them in the ClecoCorporation 2000 Long-Term Incentive Compensation Plan, as the same may beamended from time to time. 

           The term "Good Reason," when used herein, shall mean that inconnection with a Change in Control:

                                   a.         An affected Participant'sannual base salary in effect immediately before such Change in Control isreduced or there is a significant reduction or termination of his or her rightsto any employee benefit in effect immediately prior to the Change in Control;

                                   b.         An affected Participant'sauthority, duties or responsibilities are significantly reduced or he or shehas reasonably determined that, as a result of a change in circumstances thatsignificantly affects his or her employment with ClecoCorporation or the Company, he or she is unable to exercise the authority,power, duties and responsibilities in effect immediately prior to the Change inControl; 

                                   c.         An affected Participant isrequired to be away from his or her office in the course of discharging his orher duties and responsibilities significantly more than was required prior tothe Change in Control; or 

                                   d.         An affected Participant isrequired to transfer to an office or business location located more than 60miles from the location he or she was assigned to prior to the Change inControl.

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                                   No event or condition described in this Section 9.1 shall constitute GoodReason unless (a) the Participant gives the Company notice of his or herobjection to such event or condition within a reasonable period after he or shelearns of such event, which notice may be delivered orally or in writing to theChief Executive Officer (or his designee), (b) such event or condition is notpromptly corrected by the Company, but in no event later than 30 days afterreceipt of such notice, and (c) the Participant resigns his or her employmentwith the Company not more than 60 days following the expiration of the 30-dayperiod described in subpart (b) hereof.

                                   9.2       Determination of Change in Controlor Business Transaction: The determination of the occurrence of a Change inControl or Business Transaction hereunder shall be made in accordance with theprovisions of the Cleco Corporation 2000 Long-TermIncentive Compensation Plan.  The Committee shall promptly notify eachaffected Participant, in writing, of the occurrence of a Change in Control or aBusiness Transaction, as the case may be.  

           9.3       Additional Benefits: If (a) aParticipant's employment is terminated by the Company, without Cause, or he orshe terminates employment for Good Reason, either occurring within the 60-dayperiod preceding or 36-month period following a Change in Control, or (b) anaffected Participant's employment with the Company and all of the members ofthe Controlled Group is involuntarily terminated, other than for Cause, then heor she shall be fully vested for purposes of the Service requirements imposedunder Sections 3.1, 3.2 and 3.3 hereof.

           In addition, if any such affected Participant is a party to an ExecutiveEmployment Agreement or similar agreement with ClecoCorporation or the Company, he or she shall be credited with three years of agefor purposes of (a) determining his or her SERP Percentage in accordance withSection 3.1, 3.2 or 3.3 hereof; provided, however that in no event shall suchSERP Percentage be less than 50%; and (b) any reduction required on account ofthe commencement of benefits prior to such Participant's Normal RetirementDate.

9.4              Special Distribution:  During the 30-day period followingreceipt of the notice described in Section 9.2 hereof, each affected Participantor Surviving Spouse (or alternative beneficiary) in pay status as of the dateof such notice,  may elect to terminate his or her participation in thePlan by giving written notice of termination to the Committee.  Within 30days following receipt of such notice of termination, the Company shall make asingle-sum payment to the Participant or Surviving Spouse (or alternativebeneficiary) in an amount

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equal to 90% ofthe then present value of the Participant's SERP Benefit or the SurvivingSpouse's Death Benefit,  as adjusted in accordance with this ArticleIX.  The remaining balance of the SERP Benefit or Death Benefit shall be forfeited, the Participant shall accrue noadditional benefits under this Plan, and the Surviving Spouse (or alternativebeneficiary) shall be entitled to no additional amounts hereunder.

During the 30 day period followingreceipt of notice as provided in Section 9.2 hereof, each Beneficiary in paystatus as of the date of such notice shall be entitled to elect an immediatesingle sum distribution of his or her Supplemental Death Benefit in the amountand in accordance with the procedures described in the precedingparagraph.  If any Beneficiary is not in pay status as of the date of suchnotice, his or her Supplemental Death Benefit shall be paid in accordance withthe provisions of Article X hereof.

For purposes of this Section 9.4, thepresent value of any benefit shall be determined by Watson Wyatt Worldwide orsuch other independent actuary as may be designated by the Committee usingreasonable interest and mortality assumptions.

**D.SUPPLEMENTAL DEATH BENEFIT**

                       Effective as of December 17, 1999, the following Article X, "SupplementalDeath Benefit," shall be added to the Plan to read in its entirety asfollows:

ARTICLE XSUPPLEMENTAL DEATH BENEFIT

           10.1     Supplemental Death Benefit: Upon the deathof a Participant, either while actively employed by the Company or after theSERP Benefit has commenced, the Company shall pay a Supplemental Death Benefitto such Participant's Beneficiary in accordance with the provisions of thisArticle X.  Such Supplemental Death Benefit shall be in addition to, not be in lieu of, any benefits otherwise payable under thisPlan.   

           10.2     Eligibility:  Each Participant who isemployed as of the effective date of this Article X,shall be eligible for the Supplemental Death Benefit provided hereunder,regardless of his or her years of Service.

           10.3     Amount: The amount of the SupplementalDeath Benefit shall be determined as follows: (a) if a Participant dies whileactively employed by the 

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Company or any member of the ControlledGroup, the amount of such benefit shall equal the sum of 200% of suchParticipant's annual base salary payable as of the date of death and suchParticipant's target bonus payable under the Annual Incentive Compensation Plan(or its successor) with respect to the year in which the Participant's date ofdeath occurs, or (b) if a Participant dies after his or her retirement fromsuch employment, the amount of the benefit shall be 100% of such Participant'sfinal annual base salary and the amount of his or her target bonus payableunder the Annual Incentive Compensation Plan for the year in which theParticipant retired or otherwise terminated his or her employment with theCompany. 

           10.4     Form of Benefit and Payment: A Beneficiaryshall be entitled to receive his or her Supplemental Death Benefit in the formof (a) a single-sum payment, or (b) payment in substantially equal annualinstallments over a period not in excess of five years.  All benefitpayments shall commence as soon as practicable, but in no event later than 60days after the last day of the calendar year in which the Participant's date ofdeath occurs.    

                                   10.5     Designation of Beneficiary: The designationof a Beneficiary hereunder shall be made on forms provided by theCommittee.  Such designation need not be a Participant's Surviving Spouse,if any, or the same as any other beneficiary designation completed by suchParticipant.  Absence such designation or a designation is invalid, then aParticipant's Beneficiary hereunder shall be determined in accordance with theterms of the Cleco Corporation Pension Plan (or asuccessor thereto).     

                       **THIS AMENDMENT NO. 2** wasapproved by the Board of Directors of the Company on July 28, 2000, to beeffective as of the dates set forth above.

|                                        | **CLECO UTILITY GROUP INC.**                                                                                                                                                                                                                                                            |
|---------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                        | By:/s/ Catherine C. Powell                                                                                                                                                                                                                                                              |
|                                        |              Catherine C. Powell              Sr. Vice  President,              Employee &  Corporate Services |
| Attest:                                     |                                                                                                                                                                                                                                                                                    |
| /s/ Michael P. PrudhommeCorporate Secretary |  

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