Item 5.02 Departure of Directors or Certain Officers.
On January 9, 2013, Mr. Robert T. Ratcliff, Sr. submitted his resignation from the Board of Directors (the "Board") of Cleco Corporation (the "Company"). Mr. Ratcliff is the chairman and chief executive officer of The Ratcliff Construction Company, LLC ("Ratcliff Construction"), a company in Alexandria, Louisiana that is primarily engaged in the design and construction of industrial, commercial and governmental facilities.

The Company is renovating certain facilities, including its headquarters in Pineville, Louisiana (the "renovation project"). Mr. Ratcliff resigned from the Board to enable Ratcliff Construction to compete for the renovation project. The Company and Mr. Ratcliff agreed that in order to avoid creating a potential conflict or even an appearance of a conflict, Mr. Ratcliff should resign from the Board before Ratcliff Construction would be allowed to compete for this business with the Company.

Mr. Ratcliff is 70 years old and has served on the Company's Board for almost twenty years. Given Mr. Ratcliff's service to the Company, the Board intends to treat his departure as a retirement and waive restrictions on Company stock awarded to him as director compensation. Had Mr. Ratcliff retired in approximately two years at age 72, the mandatory age for director retirement under the Company's Corporate Governance Guidelines, these restrictions would have lapsed automatically. As a result of the Board's treatment of his departure as a retirement, Mr. Ratcliff will retain approximately 4,400 shares of Company restricted stock which he would have otherwise forfeited upon his resignation.

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