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**EXHIBIT 10(s)(1)**

**CLECOCORPORATIONEMPLOYEE STOCK PURCHASE PLAN**

**Amendment No. 1**

**Whereas**,Cleco Corporation, a corporation organized and existing under the laws of theState of Louisiana (the "Company"), maintains the Cleco Corporation EmployeeStock Purchase Plan, first effective as of October 1, 2000 (the "Plan"), whichPlan is intended to be an employee stock purchase plan within the meaning ofSections 421 and 423 of the Internal Revenue Code of 1986, as amended;

            **Whereas**, theCompensation Committee of the Board of Directors of the Company possesses theauthority to amend the Plan pursuant to Section 6.1 thereof, and such committeehas now authorized the amendment of the Plan; 

            **Now, Therefore,**effectiveas of the dates set forth below, the Plan shall be amended as follows:

**I.Definitions**

            Effective as of May 7, 2001, Section 1.5 of the Plan shall be amended and restated as follows:

"1.5      **CommonStock**means $1.00 par value voting common stock issued by the Company."

**II.Limitations on the Acquisition of Shares**

Effective as of October 1, 2003, Section 2.3 of the Plan shall be amended and restated in its entirety asfollows:** **

"2.3      **Individual Limits. **A Participant shall not:** **

a.         Withrespect to any Plan Year, acquire Common Stock with an aggregate Fair MarketValue that exceeds $25,000; such amount shall be determined with reference tothe Fair Market Value of Common Stock as of the date on which each Option isgranted and such limitation shall be construed in accordance with Code Section423(b)(8) and the regulations promulgated thereunder; and

b.         With respect to any Offering Period, acquire Common Stock inexcess of the Maximum Share Amount.  The term "**Maximum Share Amount**"shall mean a fixed number of shares of Common Stock or a fixed dollar amount,as designated by the Committee.  Once established, the Maximum Share Amountshall apply 

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with respect to all succeeding Offering Periods, until modified by theCommittee."

Effective as of October 1, 2003, the following Section 4.10 shall be added to the Plan, to read in itsentirety as follows:

"4.10    **SharesAvailable for Issuance**.  If the aggregate number of shares to be purchasedas of the last day of an Offering Period exceeds the number of shares thenavailable for issuance hereunder, such remaining shares shall be issued prorata among all Participants.  Any amount credited to a Participant's LedgerAccount as of the end of such Offering Period shall be returned to theParticipant as soon as practicable after the end of such period, withoutinterest."

  **III.Voting**

Effective July 1, 2000, the following paragraph shall be added to Section 4.5 of the Plan, to readin its entirety as follows:            

"EachParticipant shall be entitled to vote the number of shares of Common Stockissued hereunder. If and to the extent such shares are held by a custodian orother recordkeeper pending certification, as soon as administratively feasiblebefore each annual or special shareholders meeting of the Company, suchcustodian or recordkeeper (or a designee thereof) shall furnish to eachParticipant a copy of any proxy solicitation material furnished to shareholdersof the Company, together with a form requesting confidential instructions onhow Common Stock allocable to such Participant is to be voted. Upon timelyreceipt of such instructions, the custodian or recordkeeper (or such designee)shall vote the securities as instructed.  The instructions received from eachParticipant shall be held in confidence and shall not be divulged or releasedto any person, except to the extent necessary to implement the provisions ofthis Section 4.5."

**ThisAmendment No. 1** was adopted by the Compensation Committee of the Board ofDirectors of Cleco Corporation on January 22, 2004, and executed in multipleoriginals, this 26th day of January, 2004.

|  | **CLECO CORPORATION**                                        |
|--|--------------------------------------------------------------|
|  | By: /s./Catherine C. PowellIts: Sr. V.P. - Employee Services |

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