X0303 4 2009-02-02 0 0001089819 CLECO CORP CNL 0001186064 RATCLIFF ROBERT T P.O. BOX 5000 PINEVILLE LA 71361-5000 1 0 0 0 Common Stock, $1.00 par 16516.021 D Phantom Stock 2009-02-02 4 A 0 378 23.00 A Common Stock, $1.00 par 378 9357.884 D The shares of phantom stock relate to director compensation that the reporting person has elected to defer under the Cleco Corporation Deferred Compensation Plan (the "Plan"). Each share of phantom stock is the economic equivalent of one share of Cleco Corporation common stock. Shares of phantom stock may be transferred by the reporting person into an alternative investment account in the Plan at any time pursuant to the terms and provisions of the Plan. Includes 287 shares of phantom stock (not subject to restrictions) related to dividend reinvestment on shares of phantom stock pursuant to the terms and provisions of the Plan. Includes (a) 1,846 shares of phantom stock subject to restrictions that lapse on January 26, 2013; (b) 2,140 shares of phantom stock subject to restrictions that lapse on January 25, 2014; and (c) 2,544 shares of phantom stock subject to restrictions that lapse on January 30, 2015. Judy P. Miller, Atty-in-fact for Robert T. Ratcliff, Sr. 2009-02-03