Cleco Corporation2030 Donahue Ferry RoadP.O. Box 5000Pineville, LA 71361-5000Tel 318-484-7765Fax 318-484-7777Bruce A. WilliamsonPresident & Chief Executive Officer

This note will serve as formal notification to the Compensation Committee of the Board of Directors of Cleco Corporation (the “Company”) and the Company's Human Resource Management of the following:

I intend to forego, and I hereby waive, the minimum increase in my base compensation and the related impacts on my cash and equity bonus opportunities for 2012 as set forth in my Executive Employment Agreement with the Company. This action keeps me, as CEO, aligned with other members of senior management who will not be receiving a base pay increase in 2012 consistent with my desire to shift more compensation to performance-based pay among senior management of the Company.