X0304 4 2012-01-27 0 0001089819 CLECO CORP CNL 0001186071 WALKER WILLIAM H JR P.O. BOX 5000 PINEVILLE LA 71361-5000 1 0 0 0 Common Stock, $1.00 par 73433.690 D Phantom Stock 2012-01-27 4 A 0 1717 A Common Stock, $1.00 par 1717 41252 D Includes 43.561 shares acquired through the Cleco Corporation Dividend Reinvestment Plan on November 15, 2011. The shares of phantom stock relate to shares of restricted stock granted under the Cleco Corporation Long-Term Incentive Compensation Plan. No separate value was exchanged for these shares. Except as expressly provided in the grant letter relating to these shares of restricted stock, such shares cannot be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by the reporting person prior to January 27, 2018. The reporting person has elected to defer receipt of these shares of restricted stock 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. Includes 10,127 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) 2,140 shares of phantom stock subject to restrictions that lapse on January 25, 2014; (b) 2,544 shares of phantom stock subject to restrictions that lapse on January 30, 2015; (c) 2,149 shares of phantom stock subject to restrictions that lapse on January 29, 2016; (d) 1,898 shares of phantom stock subject to restrictions that lapse on January 28, 2017 and (e) 1,717 shares of phantom stock subject to restrictions that lapse on January 27, 2018. Julia E. Callis, Atty-in-fact for William H. Walker, Jr. 2012-01-31