CLECO CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Amended and Restated, Effective January 1, 2009)

  Cleco Corporation, a corporation organized and existing under the laws of the State of Louisiana (the “Company”), hereby amends and restates, in its entirety, the Cleco Corporation Supplemental Executive Retirement Plan, which plan was first effective as of July 1, 1992, and amended thereafter, from time to time (the “Prior Plan”); this amendment and restatement shall be effective January 1, 2009 (the “Effective Date”) (the “Plan”).

This Plan is intended to be an unfunded deferred compensation arrangement for the benefit of designated key management employees of the Company and its affiliates and subsidiaries, within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  As such, this Plan is not intended to constitute an employee benefit plan that is subject to the provisions of Parts 2, 3, and 4 of Title I of ERISA.  In accordance with such intent, any obligation to pay benefits hereunder shall be deemed to be an unsecured promise, and any right of a Participant (as defined herein) or Beneficiary (as defined herein) hereunder to enforce such obligation shall be solely as a general creditor of the Company.  This Plan is not intended to constitute a qualified employee benefit plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), but is intended to comply with the provisions of Code Section 409A.

2.1          Affiliate means a subsidiary corporation or other entity with respect to which the Company owns, directly or indirectly, 80% or more of the total combined voting power of all classes of stock or other equity.

2.2          Beneficiary means the person, persons, entity or entities designated by a Participant, in writing, to receive death benefits payable under the Plan as provided herein. Any such designation shall be effective upon its receipt and acceptance by the Committee or its designee.  A Participant shall be entitled to modify his or her designation at any time, by delivery of a new writing to the Committee. Any such modification shall be effective upon its receipt and acceptance by the Committee or its designee.

2.3          Board of Directors or Board means the Board of Directors of the Company, as constituted from time to time.

2.4          Business Transaction shall have the meaning ascribed to it in the Company’s 2000 Long-Term Incentive Compensation Plan, as amended, restated or replaced, from time to time.

2.5          Cause shall have the meaning ascribed to it under any separate employment or similar agreement between the Company or an Affiliate and a Participant hereunder, such agreement in effect as of his or her Separation Date.  To the extent a Participant is not a party to such an agreement as of his or her Separation Date, “Cause” shall have the meaning ascribed to it in the Company’s 2000 Long-Term Incentive Compensation Plan, as amended, restated or replaced, from time to time.

2.6          Change in Control shall have the meaning ascribed to it in the Company’s 2000 Long-Term Incentive Compensation Plan, as amended, restated or replaced, from time to time.

2.7          Committee means the administrator of this Plan, which shall be the Compensation Committee of the Board of Directors.

2.8          Company Pension Plan means the tax qualified defined benefit pension plan maintained by the Company or its Affiliates, from time to time.

2.9          Disabled or Disability means that a Participant by reason of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months (a) has been receiving income replacement benefits for a period of not less than three months under a separate long-term disability plan or policy maintained by the Company or an Affiliate, or (b) is unable to engage in any substantial gainful employment.

2.10        Eligible Participant means a Participant who is vested as of his or her Separation Date, determined in accordance with Article IV hereof.

2.11        Final Compensation means an amount determined by dividing a Participant’s Annual Compensation by 12.  For this purpose, “ Annual Compensation ” means the sum of:

a.           Such Participant’s Highest Base Compensation; and

2.12         Good Reason shall have the meaning ascribed to it in any executive employment agreement or similar agreement between a Participant and the Company.  If and to the extent a Participant hereunder is not a party to any such agreement or a Change in Control payment or benefit is not provided thereunder on account of Good Reason, any amount, benefit, right or feature that is payable or accrued hereunder on account of Good Reason shall not be applicable to such Participant.

            2.13         Highest Base Compensation means annual base salary paid by the Company or an Affiliate to a Participant hereunder, including the amount of any deferral by such Participant to any plan of deferred compensation, whether qualified or nonqualified, maintained by the Company or an Affiliate, including any such plan maintained under Code Section 401(a) or 125.  Such amount shall be determined with respect to the calendar year in which such base salary was the highest during the five calendar years preceding the year in which such Participant Separates From Service, including the year in which such separation occurs.

2.14         Normal Retirement Date means the date on which a Participant attains age 65.

2.15         Other Employer Plan means a defined benefit pension plan or similar arrangement, whether or not qualified within the meaning of Code Section 401(a), either maintained by an employer, other than the Company or an Affiliate, in which a Participant hereunder accrues or has accrued benefits, whether before or after his or her Separation Date.  As a condition of the receipt of benefits hereunder, each Participant shall provide to the Committee such information about any such Other Employer Plan as the Committee may reasonably request.

2.16         Payment Date means the first business day of the calendar month following the later of (a) the month in which a Participant attains age 55, or (b) the month in which a Participant’s Separation Date occurs.

2.17         Prior Plan Benefit means a Participant’s benefit vested and accrued under the Prior Plan, determined as of December 31, 2004.

2.18         Separation From Service or Separation Date means the later of the date on which (a) a Participant’s employment with the Company and its Affiliates ceases for any reason, or (b) the Company and such Participant reasonably anticipate that the Participant will perform no further services for the Company and its Affiliates, whether as a common law employee or independent contractor.  Notwithstanding the foregoing, a Participant may be deemed to incur a Separation From Service if he or she continues to provide services to the Company or an Affiliate, provided such services are not more than 20% of the average level of services performed by such Participant, whether as an employee or independent contractor, during the immediately preceding 36-month period.

2.19         Retirement Benefit means a benefit payable under Article V hereof.

2.20         Specified Employee shall be determined in accordance with Code Section 409A and generally shall mean a Participant who is a “key employee” of the Company and its Affiliates, as defined in Code Section 416(i), (ii), or (iii), but determined without regard to paragraph (i)(5) thereof, as of his or her Separation Date.  A Participant who satisfies such requirements as of a December 31st shall be considered a Specified Employee hereunder during the 12-month period commencing on the immediately following April 1st.

2.21         Years of Service means the number of whole and fractional years during which a Participant is employed by the Company or an Affiliate, including service with any immediate predecessor entity that was acquired by or merged or consolidated with the Company or an Affiliate.

The Committee, in its discretion, shall designate executives, officers, and key employees of the Company and its Affiliates as Participants hereunder, who may be designated individually or by groups or categories.  Any such determination shall be conclusive and binding upon all persons.  The Committee, or its designee, shall notify each such executive, officer or employee of his or her designation hereunder.

4.1          Vesting Provisions.   Unless otherwise provided by the Committee in a separate employment or participation agreement or similar document or, except as to a “named executive officer” within the meaning of Item 401 of Regulation S-K promulgated under the Securities Act of 1933, as amended, as otherwise provided by the Company’s Chief Executive Officer, a Participant’s benefits hereunder shall be fully vested and nonforfeitable upon the earlier of:

4.2          Forfeiture.   If a Participant’s Separation Date occurs before his or her benefits are vested and nonforfeitable in accordance with Section 4.1 hereof, then notwithstanding any provision of the Plan to the contrary, he or she shall forfeit all benefits hereunder.  In such event, the obligations of the Company and its Affiliates with respect to such Participant and any person claiming a right or benefit through such Participant shall be extinguished.

4.3          Termination for Cause.   Notwithstanding any provision of this Plan to the contrary, a Participant who is terminated by the Company for Cause shall forfeit all rights and benefits hereunder, whether or not then vested; no benefit shall be payable to such Participant, his or her Surviving Spouse (as defined below), Beneficiary, estate or any other person claiming a benefit through or on behalf of such Participant.

5.1          Time of Payment.   Payment of an Eligible Participant’s Retirement Benefit shall commence as of his or her Payment Date.  Notwithstanding the foregoing, if such Participant is a Specified Employee as of his or her Separation Date, the commencement of his or her Retirement Benefit, other than his or her Prior Plan Benefit, if any, shall be delayed until the later of (a) first business day of the seventh whole calendar month following his or her Separation Date, or (b) his or her Payment Date.  In the event of any delay hereunder, the first monthly payment shall include, without liability for interest or loss of investment opportunity thereon, the principal amount of all Retirement Benefits otherwise payable between the actual commencement of such benefits and such Participant’s Payment Date.

5.2          Form of Paymen t .   A Retirement Benefit hereunder shall be paid in the form of equal monthly payments during the life of each Eligible Participant.

5.3          Amount of Payment.   Benefits payable hereunder shall be determined as of an Eligible Participant’s Separation Date as (a) the product of such Eligible Participant’s Final Compensation multiplied by his or her Benefits Percentage, reduced by (b) the value of such Participant’s Benefit Offsets.  For this purpose, an Eligible Participant’s “Benefit Percentage” shall be determined as of his or her Separation Date as follows:

An Eligible Participant’s “Benefit Offsets” shall mean, unless the Committee otherwise provides, each of the following applicable amounts:

5.4          Actuarial Reduction for Early Commencement of Retirement Benefits.   If (a) an Eligible Participant has not attained age 55 as of his or her Separation Date, and (b) such Participant’s Payment Date precedes his or her Normal Retirement Date, his or her Retirement Benefit hereunder shall be actuarially reduc