Exhibit 10(a)






EXHIBIT 10(a)


CLECO
CORPORATION


EMPLOYEE STOCK
PURCHASE PLAN


Amendment No. 2


{FASB Statement
No. 123 (Revised 2004)}

 WHEREAS, Cleco Corporation, a
corporation organized and existing under the laws of the State of Louisiana
(the "Company"), maintains the Cleco Corporation Employee Stock Purchase Plan,
first effective as of October 1, 2000 (the "Plan"), which Plan is intended to
be an employee stock purchase plan within the meaning of Sections 421 and 423
of the Internal Revenue Code of 1986, as amended;

           
WHEREAS, the Board of Directors has
determined that the Plan shall be amended to ensure that the acquisition of the
Company's $1.00 par value common stock thereunder shall not be deemed a
share-based payment transaction resulting in recognizable compensation cost
within the meaning of FASB Statement No. 123 (Revised 2004);

WHEREAS, the Company's Board of
Directors and its Compensation Committee each possess the authority to amend
the Plan pursuant to Section 6.1 thereof; 

           
NOW,
THEREFORE, effective as of January 1, 2006, the Plan shall be
amended as follows:

            1.         Section
3.3b of the Plan shall be amended and restated in its entirety as follows:

"3.3b    The
amount of Compensation subject to an Option Agreement can be modified or such
an agreement can be revoked not later than the first business day of the last
calendar month of the Offering Period with respect to which such election
relates. Any such modification or revocation shall be made, in writing, and
shall be effective provided it is received and accepted by the Committee (or
its designee) on or before such date."

2.         The following Section 3.5 shall be added to the Plan to read
in its entirety as follows:

"3.5     
Cancellation
of Participation.  A Participant may cancel his or her participation
hereunder by providing written notice to the Committee (or its designee) not
later than the first business day of the last calendar month of the Offering
Period for which such cancellation is to be effective. In such an event, the
Committee shall revoke the Participant's outstanding Option Agreement and shall
refund to such Participant the principal amount then credited to his or her
Ledger Account. 



ESPP Amendment No. 2


Page 2 of 2

3.         Section
4.2 of the Plan shall be amended and restated in its entirety as follows:

"4.2     
Option
Price.   The Option Price shall be determined as of the last Trading Day of
each Offering Period as 95% of the Fair Market Value of a share of Common Stock
as of such day."

4.         The following Section 6.8 shall be added to the Plan to read
in its entirety as follows:

"6.8     
Construction. 
It is the intent of the Company that the Plan and the acquisition of Common
Stock thereunder shall be interpreted, construed and administered in a manner
that does not result in the imposition of share-based recognizable compensation
cost within the meaning of FASB Statement No. 123 (Revised 2004).  To the
extent any term or provision of the Plan is inconsistent with such intent, it
shall be interpreted and construed consistent therewith.

This
Amendment No. 2 was adopted by the Board of Directors of Cleco Corporation
on April 22, 2005, to be effective as of the date set forth above. 

                                                                                                                                       
        CLECO
CORPORATION



 

                                                                                                                                                By:
   /s/ Catherine C. Powell                           


                                                                                                                                                Its:
   Sr. V.P. - Corporate Services