Exhibit 10(b)





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 and
Investment Plan, effective as of January 1, 1985, which plan is now known as
the Cleco Power LLC 401(k) Savings and Investment Plan (the "Plan"); and

WHEREAS, the
Plan 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 Plan
participants with respect to dividends.

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

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

The ESOP Account of each Participant shall be credited
with the Participant's allocable portion of (i) the Company Stock investment in
the ESOP Fund purchased and paid for by the ESOP Trust (other than Financed
Stock) or contributed in kind by the Employer, (ii) forfeitures from the ESOP
Fund, (iii) Pre-Tax Contributions pursuant to Section 4.2 that the Participant
directed 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 Company
Stock investment in the ESOP Fund expected to be released from the Stock
Suspense Account.

2.        
The
third and fourth sentences of Section 8.1(a) of the Plan are amended to read as
follows:

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

 

 



401(k)
ESOP Amendment No. 1

Page 2
of 3

3.        
The
third sentence of the last paragraph of Section 8.1 of the Plan is deleted and
replaced with the following:

Notwithstanding the foregoing, in order that the deduction
under Code Section 404(k) will be available, the Committee may direct that
dividends paid with respect to shares in the ESOP Fund be distributed on an
annual basis or more frequently, in which case income that constitutes
dividends on shares of Company Stock in the ESOP Fund will not be invested in
Company Stock but will be invested temporarily in cash equivalents until
distributed to Participants.  In addition, each Participant (including
Participants who have terminated Service with the Company and Beneficiaries) may
choose whether dividends paid with respect to shares allocable to the
Participant in the Company Stock Fund will be either:

 

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

 

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

 

A Participant's dividend payment choice will continue
to apply to future dividends until the Participant changes his choice.  The
Committee will allow Participants to change their dividend payment choices at
least annually.  The entity the Committee designates must receive a
Participant's request for a change in the dividend payment option on or before
the record date for any given dividend payment date in order for the requested
change to be effective for that dividend.  A Participant will be deemed to have
chosen option (1) above if the Participant has no dividend payment designation
in place on the record date with respect to a dividend.  With respect to
Participants who choose option (2) above, the distribution will be paid to the
Plan and the Plan will distribute the dividend to the Participant.

4.        
The
following sentence is added at the end of 7.4:

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

 

 



401(k)
ESOP Amendment No. 1

Page 3
of 3

 

IN WITNESS WHEREOF, Cleco Power LLC has executed this amendment this
22nd
day of April 2005.

 

                                                                                                                           CLECO POWER LLC



 

                                               BY:
  /s/  Catherine C. Powell                 

                                                  Catherine C. Powell

                                                  Senior Vice President

                                                  Employee Corporate Services