CLECO POWER LLC (Form: 10-Q, Received: 05/05/2010 16:34:30)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

__________________

Commission file number 1-15759

CLECO CORPORATION

(Exact name of registrant as specified in its charter)


Louisiana (State or other jurisdiction of incorporation or organization)	72-1445282 (I.R.S. Employer Identification No.)

2030 Donahue Ferry Road, Pineville, Louisiana (Address of principal executive offices)	71360-5226 (Zip Code)

Registrant’s telephone number, including area code: (318) 484-7400

__________________

Commission file number 1-05663

CLECO POWER LLC

(Exact name of registrant as specified in its charter)


Louisiana (State or other jurisdiction of incorporation or organization)	72-0244480 (I.R.S. Employer Identification No.)

2030 Donahue Ferry Road, Pineville, Louisiana (Address of principal executive offices)	71360-5226 (Zip Code)

Registrant’s telephone number, including area code: (318) 484-7400

Indicate by check mark whether the Registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days. Yes x  No ¨

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files). Yes ¨  No ¨

Indicate by check mark whether Cleco Corporation is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether Cleco Power LLC is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

Number of shares outstanding of each of Cleco Corporation’s classes of Common Stock, as of the latest practicable date.

Registrant	Description of Class	Shares Outstanding at April 30, 2010

Cleco Corporation	Common Stock, $1.00 Par Value		60,686,394

Cleco Power LLC, a wholly owned subsidiary of Cleco Corporation, meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

This combined Form 10-Q is separately filed by Cleco Corporation and Cleco Power. Information in this filing relating to Cleco Power is filed by Cleco Corporation and separately by Cleco Power on its own behalf. Cleco Power makes no representation as to information relating to Cleco Corporation (except as it may relate to Cleco Power) or any other affiliate or subsidiary of Cleco Corporation.

This report should be read in its entirety as it pertains to each respective Registrant. The Notes to the Unaudited Condensed Consolidated Financial Statements are combined.

TABLE OF CONTENTS

			PAGE
GLOSSARY OF TERMS			3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			5

PART I	Financial Information
ITEM 1.	Cleco Corporation — Condensed Consolidated Financial Statements	7
	Cleco Power — Condensed Consolidated Financial Statements	14
	Notes to the Unaudited Condensed Consolidated Financial Statements	19
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	54
ITEM 4 and 4T.	Controls and Procedures	56

PART II	Other Information
ITEM 1.	Legal Proceedings	57
ITEM 1A.	Risk Factors	57
ITEM 5.	Other Information	58
ITEM 6.	Exhibits	59
	Signatures	60

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

GLOSSARY OF TERMS

References in this filing, including all items in Parts I and II, to “Cleco” mean Cleco Corporation and its subsidiaries, including Cleco Power, and references to “Cleco Power” mean Cleco Power LLC and its subsidiaries, unless the context clearly indicates otherwise. Additional abbreviations or acronyms used in this filing, including all items in Parts I and II are defined below:

ABBREVIATION OR ACRONYM	DEFINITION
401(k) Plan	Cleco Power 401(k) Savings and Investment Plan
Acadia	Acadia Power Partners, LLC and its combined-cycle, natural gas-fired power plant near Eunice, Louisiana, which is 100% owned by Cajun and consists of one 580-MW unit. Prior to February 23, 2010, Acadia was 50% owned by APH and 50% by Cajun and consisted of two 580-MW units.
Acadiana Load Pocket	An area in south central Louisiana that has experienced transmission constraints caused by local load and lack of generation. Transmission within the Acadiana Load Pocket is owned by several entities, including Cleco Power.
AFUDC	Allowance for Funds Used During Construction
Amended EPC Contract	Amended and Restated EPC Contract between Cleco Power and Shaw, executed on May 12, 2006, for engineering, procurement, and construction of Rodemacher Unit 3, as amended by Amendment No. 1 thereto effective March 9, 2007, Amendment No. 2 thereto dated as of July 2, 2008, Amendment No. 3 thereto dated as of July 22, 2009, and Amendment No. 4 thereto dated October 19, 2009.
APH	Acadia Power Holdings LLC, a wholly owned subsidiary of Midstream
Attala	Attala Transmission LLC, a wholly owned subsidiary of Cleco Corporation.
Cajun	Cajun Gas Energy L.L.C., 50% owned by APH and 50% owned by third parties. Prior to February 23, 2010, Cajun was 100% owned by third parties.
CES	Calpine Energy Services, L.P.
CLE Intrastate	CLE Intrastate Pipeline Company LLC, a wholly owned subsidiary of Midstream
Cleco Innovations LLC	A wholly owned subsidiary of Cleco Corporation
Cleco Katrina/Rita	Cleco Katrina/Rita Hurricane Recovery Funding LLC, a wholly owned subsidiary of Cleco Power
DHLC	Dolet Hills Lignite Company, LLC, a wholly owned subsidiary of SWEPCO
Diversified Lands	Diversified Lands LLC, a wholly owned subsidiary of Cleco Innovations LLC
DOE	United States Department of Energy
Entergy	Entergy Corporation
Entergy Gulf States	Entergy Gulf States Louisiana, L.L.C., formerly Entergy Gulf States, Inc.
Entergy Louisiana	Entergy Louisiana, LLC
Entergy Mississippi	Entergy Mississippi, Inc.
Entergy Services	Entergy Services, Inc., as agent for Entergy Louisiana and Entergy Gulf States
EPA	United States Environmental Protection Agency
EPC	Engineering, Procurement, and Construction
ERO	Electric Reliability Organization
ESPP	Cleco Corporation Employee Stock Purchase Plan
Evangeline	Cleco Evangeline LLC, a wholly owned subsidiary of Midstream, and its combined-cycle, natural gas-fired power plant located in Evangeline Parish, Louisiana
Evangeline 2010 Tolling Agreement	Capacity Sale and Tolling Agreement between Evangeline and JPMVEC, which was entered into in February 2010.
Evangeline Restructuring Agreement	Purchase, Sale and Restructuring Agreement entered into on February 22, 2010, by Evangeline and JPMVEC.
Evangeline Tolling Agreement	Capacity Sale and Tolling Agreement between Evangeline and BE Louisiana LLC (as successor to Williams Power Company, Inc.) which was set to expire in 2020 and was terminated in February 2010. In September 2008, BE Louisiana LLC was merged into JPMVEC.
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
GAAP	Generally Accepted Accounting Principles in the United States
GO Zone	Gulf Opportunity Zone Act of 2005 (Public Law 109-135)
ICT	Independent Coordinator of Transmission
Interconnection Agreement	One of two Interconnection Agreement and Real Estate Agreements, one between Attala and Entergy Mississippi, and the other between Perryville and Entergy Louisiana
IRP	Integrated Resource Planning
IRS	Internal Revenue Service
JPMVEC	J.P. Morgan Ventures Energy Corporation. In September 2008, BE Louisiana LLC was merged into JPMVEC.
kWh	Kilowatt-hour(s) as applicable
LDEQ	Louisiana Department of Environmental Quality
LIBOR	London Inter-Bank Offer Rate
LPSC	Louisiana Public Service Commission
LTICP	Cleco Corporation Long-Term Incentive Compensation Plan
Midstream	Cleco Midstream Resources LLC, a wholly owned subsidiary of Cleco Corporation
MMBtu	Million British thermal units
Moody’s	Moody’s Investors Service
MW	Megawatt(s) as applicable
NERC	North American Electric Reliability Corporation
OCI	Other Comprehensive Income
Oxbow	Oxbow Lignite Company, LLC, 50% owned by Cleco Power and 50% owned by SWEPCO

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

ABBREVIATION OR ACRONYM	DEFINITION
PCAOB	Public Company Accounting Oversight Board
PCB	Polychlorinated biphenyl
Perryville	Perryville Energy Partners, L.L.C., a wholly owned subsidiary of Cleco Corporation.
PPACA	Patient Protection and Affordable Care Act (HR 3590)
Power Purchase Agreement	Power Purchase Agreement, dated as of January 28, 2004, between Perryville and Entergy Services
PRP	Potentially responsible party
Registrant(s)	Cleco Corporation and Cleco Power
RFP	Request for Proposal
Rodemacher Unit 3	A 600-MW solid-fuel generating unit at Cleco Power’s Rodemacher plant site in Boyce, Louisiana that commenced commercial operations on February 12, 2010.
Sale Agreement	Purchase and Sale Agreement, dated as of January 28, 2004, between Perryville and Entergy Louisiana
SEC	Securities and Exchange Commission
SERP	Cleco Corporation Supplemental Executive Retirement Plan
Shaw	Shaw Contractors, Inc., a subsidiary of The Shaw Group Inc.
SPP	Southwest Power Pool
Support Group	Cleco Support Group LLC, a wholly owned subsidiary of Cleco Corporation
SWEPCO	Southwestern Electric Power Company, a wholly owned subsidiary of American Electric Power Company, Inc.
Teche	Teche Electric Cooperative, Inc.
VaR	Value-at-risk
VIE	Variable Interest Entity

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” about future events, circumstances, and results. All statements other than statements of historical fact included in this Quarterly Report are forward-looking statements, including, without limitation, statements regarding Rodemacher Unit 3; JPMVEC’s performance under the Evangeline 2010 Tolling Agreement; future capital expenditures; projections, including with respect to base revenue; business strategies; goals, beliefs, plans and objectives; market developments; development and operation of facilities; future environmental regulations and remediation liabilities; and the anticipated outcome of various regulatory and legal proceedings. Although the Registrants believe that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks and uncertainties that could cause the actual results to differ materially from the Registrants’ expectations. In addition to any assumptions and other factors referred to specifically in connection with these forward-looking statements, the following list identifies some of the factors that could cause the Registrants’ actual results to differ materially from those contemplated in any of the Registrants’ forward-looking statements:

Factors affecting utility operations, such as unusual weather conditions or other natural phenomena; catastrophic weather-related damage (such as hurricanes and other storms); unscheduled generation outages; unanticipated maintenance or repairs; unanticipated changes to fuel costs; cost of and reliance on natural gas as a component of Cleco’s generation fuel mix and their impact on competition and franchises, fuel supply costs or availability constraints due to higher demand, shortages, transportation problems or other developments; decreased customer load; environmental incidents; environmental compliance costs; or power transmission system constraints;

§	Cleco Corporation’s holding company structure and its dependence on the earnings, dividends, or distributions from its subsidiaries to meet its debt obligations and pay dividends on its common stock;

§	Cleco Power’s ability to operate and maintain, within its projected costs, any self-build projects identified in future IRP and RFP processes and its participation in any government grants;

§	Dependence of Cleco Power for energy from sources other than its facilities and the uncertainty of future sources of such additional energy;

§	Nonperformance by and creditworthiness of counterparties under tolling, power purchase, and energy service agreements, or the restructuring of those agreements, including possible termination;

Regulatory factors such as changes in rate-setting policies, recovery of investments made under traditional regulation, recovery of storm restoration costs, the frequency and timing of rate increases or decreases, the results of periodic NERC audits and fuel audits, the formation of ICTs, and the compliance with the ERO reliability standards for bulk power systems by Cleco Power, Acadia, and Evangeline;

§	Financial or regulatory accounting principles or policies imposed by FASB, the SEC, the PCAOB, FERC, the LPSC or similar entities with regulatory or accounting oversight;

§	Economic conditions, including the ability of customers to continue paying for utility bills, related growth and/or down-sizing of businesses in Cleco’s service area, monetary fluctuations, changes in commodity prices, and inflation rates;

§	The current global economic downturn and U.S. recession;

§	Credit ratings of Cleco Corporation and Cleco Power;

§	Ability to remain in compliance with debt covenants;

§	Changing market conditions and a variety of other factors associated with physical energy, financial transactions, and energy service activities, including, but not limited to, price, basis, credit, liquidity, volatility, capacity, transmission, interest rates, and warranty risks;

§	The availability and use of alternative sources of energy and technologies;

§	Impact of the imposition of energy efficiency requirements or of increased conservation efforts of customers;

§	Reliability of Rodemacher Unit 3 during its first year of commercial operations;

§	Acts of terrorism;

§	Availability or cost of capital resulting from changes in Cleco’s business or financial condition, interest rates or market perceptions of the electric utility industry and energy-related industries;

§	Uncertain tax positions;

§	Employee work force factors, including work stoppages and changes in key executives;

Legal, environmental, and regulatory delays and other obstacles associated with mergers, acquisitions, reorganizations, investments in joint ventures, or other capital projects, including Rodemacher Unit 3, the joint project to upgrade the Acadiana Load Pocket transmission system, Entergy Louisiana’s acquisition of the remaining 50%, a 580-MW unit, at the Acadia Power Station, and the Teche Blackstart Project;

§	Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters;

§	Changes in federal, state, or local laws, and changes in tax laws or rates, regulating policies or environmental laws and regulations;

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

§	Ability of Cleco Power to recover, from its retail customers, the costs of compliance with environmental laws and regulations; and

§	Ability of the Dolet Hills lignite reserve to provide sufficient fuel to the Dolet Hills Power Station until at least 2026.

For additional discussion of these factors and other factors that could cause actual results to differ materially from those contemplated in the Registrants’ forward-looking statements, please read “Risk Factors” in this report and the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009. All subsequent written and oral forward-looking statements attributable to the Registrants or persons acting on their behalf are expressly qualified in their entirety by the factors identified above.

The Registrants undertake no obligation to update any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cleco Corporation

These unaudited condensed consolidated financial statements should be read in conjunction with Cleco Corporation’s Consolidated Financial Statements and Notes included in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009. For more information on the basis of presentation, see “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Basis of Presentation.”

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO CORPORATION

Condensed Consolidated Statements of Income (Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)	2010			2009
Operating revenue
Electric operations	$	252,798		$	202,865
Tolling operations		7,464			-
Other operations		10,876			7,109
Affiliate revenue		1,149			2,962
Total operating revenue		272,287			212,936
Operating expenses
Fuel used for electric generation		94,582			88,303
Power purchased for utility customers		48,219			45,718
Other operations		26,654			24,951
Maintenance		13,837			10,559
Depreciation		24,253			19,134
Taxes other than income taxes		8,802			7,033
Loss on sales of assets		39			-
Total operating expenses		216,386			195,698
Operating income		55,901			17,238
Interest income		162			411
Allowance for other funds used during construction		9,805			16,991
Equity income (loss) from investees		37,847			(11,751	)
Gain on toll settlement		148,402			-
Other income		1,079			1,285
Other expense		(925	)		(1,095	)
Interest charges
Interest charges, including amortization of debt expenses, premium, and discount, net of capitalized interest		26,007			21,316
Allowance for borrowed funds used during construction		(3,572	)		(6,213	)
Total interest charges		22,435			15,103
Income before income taxes		229,836			7,976
Federal and state income tax expense		79,866			1,326
Net income		149,970			6,650
Preferred dividends requirements, net of tax		12			12
Net income applicable to common stock	$	149,958		$	6,638
Average shares of common stock outstanding
Basic		60,326,020			60,097,929
Diluted		60,581,060			60,366,170
Basic earnings per share
Net income applicable to common stock	$	2.49		$	0.11
Diluted earnings per share
Net income applicable to common stock	$	2.48		$	0.11
Cash dividends declared per share of common stock	$	0.225		$	0.225
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Net income	$	149,970		$	6,650
Other comprehensive (loss) income, net of tax:
Amortization of post-retirement benefit net (loss) income (net of tax benefit of $6 in 2010 and $14 in 2009)		(10	)		1
Cash flow hedges:
Net derivatives loss on interest rate swap arising during the period (net of tax benefit of $108 in 2010)		(173	)		-
Reclassification of interest expense on interest rate swap (net of tax expense of $78 in 2010)		124			-
Reclassification of interest expense on treasury rate lock (net of tax benefit of $16 in 2010)		(25	)		-
Other comprehensive (loss) income		(84	)		1
Comprehensive income, net of tax	$	149,886		$	6,651
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

(THOUSANDS)	AT MARCH 31, 2010			AT DECEMBER 31, 2009
Assets
Current assets
Cash and cash equivalents	$	92,222		$	145,193
Restricted cash		22,462			29,941
Customer accounts receivable (less allowance for doubtful accounts of $754 in 2010 and $1,173 in 2009)		42,112			29,550
Accounts receivable – affiliate		580			12,129
Other accounts receivable		37,122			28,878
Taxes receivable		-			15,449
Unbilled revenue		32,942			21,975
Fuel inventory, at average cost		71,460			80,038
Material and supplies inventory, at average cost		45,181			41,410
Risk management assets, net		2,463			2,854
Accumulated deferred federal and state income taxes, net		5,746			6,799
Accumulated deferred fuel		27,543			35,059
Cash surrender value of company-/trust-owned life insurance policies		31,488			30,269
Prepayments		2,897			3,571
Regulatory assets - other		13,312			9,914
Other current assets		2,038			896
Total current assets		429,568			493,925
Property, plant and equipment
Property, plant and equipment		3,744,514			2,144,491
Accumulated depreciation		(1,111,782	)		(999,204	)
Net property, plant and equipment		2,632,732			1,145,287
Construction work in progress		109,319			1,101,743
Total property, plant and equipment, net		2,742,051			2,247,030
Equity investment in investees		83,030			251,617
Prepayments		4,910			5,096
Restricted cash, less current portion		25,720			26,510
Regulatory assets and liabilities – deferred taxes, net		203,869			191,844
Regulatory assets – other		263,295			273,880
Net investment in direct financing lease		13,956			-
Intangible asset		154,219			157,098
Other deferred charges		17,611			47,847
Total assets	$	3,938,229		$	3,694,847
The accompanying notes are an integral part of the condensed consolidated financial statements.

(Continued on next page)

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO CORPORATION

Condensed Consolidated Balance Sheets (Unaudited) (Continued)

(THOUSANDS)	AT MARCH 31, 2010			AT DECEMBER 31, 2009
Liabilities and shareholders’ equity
Liabilities
Current liabilities
Short-term debt	$	150,000		$	-
Long-term debt due within one year		11,869			11,478
Accounts payable		61,183			111,358
Retainage		754			813
Accounts payable – affiliate		-			2,370
Customer deposits		35,446			34,195
Taxes payable		39,037			-
Interest accrued		20,670			11,880
Risk management liability, net		15,663			13,767
Regulatory liabilities - other		84,393			33,592
Deferred compensation		7,521			7,091
Other current liabilities		13,279			15,260
Total current liabilities		439,815			241,804
Deferred credits
Accumulated deferred federal and state income taxes, net		492,337			460,894
Accumulated deferred investment tax credits		9,632			9,954
Postretirement benefit obligations		143,533			146,270
Regulatory liabilities - other		77,621			149,638
Restricted storm reserve		25,648			25,434
Uncertain tax positions		111,888			115,643
Other deferred credits		129,883			108,839
Total deferred credits		990,542			1,016,672
Long-term debt, net		1,253,695			1,320,299
Total liabilities		2,684,052			2,578,775
Commitments and Contingencies (Note 10)
Shareholders’ equity
Preferred stock
Not subject to mandatory redemption, $100 par value, authorized 1,491,900 shares, issued 10,288 shares at March 31, 2010 and December 31, 2009		1,029			1,029
Common shareholders’ equity
Common stock, $1 par value, authorized 100,000,000 shares, issued 60,429,016 and 60,277,462 shares and outstanding 60,412,170 and 60,259,368 shares at March 31, 2010 and December 31, 2009, respectively		60,429			60,277
Premium on common stock		400,893			399,148
Retained earnings		803,487			667,220
Treasury stock, at cost, 16,846 and 18,094 shares at March 31, 2010 and December 31, 2009, respectively		(286	)		(311	)
Accumulated other comprehensive loss		(11,375	)		(11,291	)
Total common shareholders’ equity		1,253,148			1,115,043
Total shareholders’ equity		1,254,177			1,116,072
Total liabilities and shareholders’ equity	$	3,938,229		$	3,694,847
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Operating activities
Net income	$	149,970		$	6,650
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		37,622			31,683
Gain on forgiveness of debt		(129,870	)		-
Provision for doubtful accounts		(335	)		726
(Gain) loss from equity investments		(37,847	)		11,751
Unearned compensation expense		930			1,655
Allowance for other funds used during construction		(9,805	)		(16,991	)
Amortization of investment tax credits		(321	)		(333	)
Net deferred income taxes		16,361			(10,480	)
Deferred fuel costs		19,864			24,151
Loss on economic hedges		360			1,144
Cash surrender value of company-/trust-owned life insurance		(866	)		484
Changes in assets and liabilities:
Accounts receivable		(17,889	)		14,113
Accounts and notes receivable, affiliate		9,109			2,316
Unbilled revenue		(10,967	)		4,859
Fuel, materials and supplies inventory		6,895			(3,823	)
Prepayments		1,552			1,687
Accounts payable		(58,264	)		(50,319	)
Accounts and notes payable, affiliate		(8,370	)		(5,965	)
Customer deposits		2,888			1,833
Long-term receivable		27,976			-
Post retirement benefit obligations		(2,737	)		(1,909	)
Regulatory assets and liabilities, net		(14,374	)		14,451
Other deferred accounts		12,898			(8,313	)
Retainage payable		(59	)		(12,725	)
Taxes accrued		53,835			(5,974	)
Interest accrued		9,431			685
Risk management assets and liabilities, net		(1,814	)		(20,992	)
Other operating		(2,343	)		(2,906	)
Net cash provided by (used in) operating activities		53,830			(22,542	)
Investing activities
Additions to property, plant and equipment		(176,599	)		(66,468	)
Allowance for other funds used during construction		9,805			16,991
Cash from reconsolidation of VIEs		812			-
Equity investment in investees		(14,775	)		(10,794	)
Premiums paid on company-/trust-owned life insurance		(354	)		(405	)
Transfer of cash from restricted accounts		38,401			27,989
Other investing		63			130
Net cash used in investing activities		(142,647	)		(32,557	)

(Continued on next page)

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)(Continued)

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Financing activities
Change in short-term debt, net	$	150,000		$	-
Retirement of long-term obligations		(101,075	)		(8,226	)
Repayment of capital leases		(390	)		(275	)
Issuance of long-term debt		-			65,000
Deferred financing costs		(67	)		-
Dividends paid on preferred stock		(12	)		(12	)
Dividends paid on common stock		(13,595	)		(13,538	)
Other financing		985			623
Net cash provided by financing activities		35,846			43,572
Net decrease in cash and cash equivalents		(52,971	)		(11,527	)
Cash and cash equivalents at beginning of period		145,193			97,483
Cash and cash equivalents at end of period	$	92,222		$	85,956
Supplementary cash flow information
Interest paid (net of amount capitalized)	$	12,394		$	16,295
Income taxes paid	$	1		$	7,018
Supplementary non-cash investing and financing activities
Accrued additions to property, plant and equipment	$	5,194		$	12,082
Issuance of treasury stock – LTICP	$	25		$	30
Issuance of common stock – LTICP/ESPP	$	73		$	71
Incurrence of capital lease obligation – barges	$	-		$	22,050
Non-cash additions to property, plant and equipment	$	152,067		$	-
Non-cash return of investment	$	152,067		$	-
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cleco Power

These unaudited condensed consolidated financial statements should be read in conjunction with Cleco Power’s Consolidated Financial Statements and Notes included in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009. For more information on the basis of presentation, see “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Basis of Presentation.”

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO POWER

Condensed Consolidated Statements of Income (Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Operating revenue
Electric operations	$	252,798		$	202,865
Other operations		10,386			7,086
Affiliate revenue		343			348
Total operating revenue		263,527			210,299
Operating expenses
Fuel used for electric generation		94,582			88,303
Power purchased for utility customers		48,219			45,718
Other operations		24,408			23,420
Maintenance		11,722			9,428
Depreciation		22,647			18,845
Taxes other than income taxes		8,040			7,709
Loss on sales of assets		40			-
Total operating expenses		209,658			193,423
Operating income		53,869			16,876
Interest income		158			403
Allowance for other funds used during construction		9,805			16,991
Other income		472			1,287
Other expense		(906	)		(1,603	)
Interest charges
Interest charges, including amortization of debt expenses, premium, and discount		22,315			21,349
Allowance for borrowed funds used during construction		(3,572	)		(6,213	)
Total interest charges		18,743			15,136
Income before income taxes		44,655			18,818
Federal and state income taxes		12,495			3,800
Net income	$	32,160		$	15,018
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO POWER

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Net income	$	32,160		$	15,018
Other comprehensive loss, net of tax:
Amortization of post-retirement benefit net loss (net of tax benefit of $57 in 2010 and $70 in 2009)		(93	)		(91	)
Cash flow hedges:
Net derivatives loss on interest rate swap arising during the period (net of tax benefit of $108 in 2010)		(173	)		-
Reclassification of interest expense on interest rate swap (net of tax expense of $78 in 2010)		124			-
Reclassification of interest expense on treasury rate lock (net of tax benefit of $16 in 2010)		(25	)		-
Other comprehensive loss		(167	)		(91	)
Comprehensive income, net of tax	$	31,993		$	14,927
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO POWER

Condensed Consolidated Balance Sheets (Unaudited)

(THOUSANDS)	AT MARCH 31, 2010			AT DECEMBER 31, 2009
Assets
Utility plant and equipment
Property, plant and equipment	$	3,487,371		$	2,127,536
Accumulated depreciation		(1,040,153	)		(987,055	)
Net property, plant and equipment		2,447,218			1,140,481
Construction work in progress		105,741			1,100,295
Total utility plant, net		2,552,959			2,240,776
Current assets
Cash and cash equivalents		82,488			138,113
Restricted cash		22,462			29,941
Customer accounts receivable (less allowance for doubtful accounts of $754 in 2010 and $1,173 in 2009)		42,112			29,550
Other accounts receivable		35,114			27,460
Accounts receivable – affiliate		7,207			2,836
Unbilled revenue		32,942			21,975
Fuel inventory, at average cost		71,460			80,038
Material and supplies inventory, at average cost		43,055			41,410
Accumulated deferred federal and state income taxes, net		4,349			3,634
Risk management assets		2,463			2,854
Prepayments		2,014			3,107
Regulatory assets – other		13,312			9,914
Accumulated deferred fuel		27,543			35,059
Cash surrender value of company-owned life insurance policies		5,955			5,845
Other current assets		1,780			350
Total current assets		394,256			432,086
Prepayments		4,910			5,096
Restricted cash, less current portion		25,624			26,413
Regulatory assets and liabilities – deferred taxes, net		203,869			191,844
Regulatory assets – other		263,295			273,880
Intangible asset		154,219			157,098
Equity investment in investee		12,873			12,873
Other deferred charges		16,851			23,896
Total assets	$	3,628,856		$	3,363,962
Liabilities and member’s equity
Member’s equity	$	1,242,574		$	1,009,849
Long-term debt, net		1,218,695			1,225,299
Total capitalization		2,461,269			2,235,148
Current liabilities
Long-term debt due within one year		11,869			11,478
Accounts payable		56,563			103,359
Accounts payable – affiliate		6,963			25,940
Retainage		754			813
Customer deposits		35,446			34,195
Taxes accrued		19,196			3,438
Interest accrued		20,921			11,854
Risk management liability, net		15,663			13,767
Regulatory liabilities - other		84,393			33,592
Other current liabilities		10,865			10,906
Total current liabilities		262,633			249,342
Commitments and Contingencies (Note 10)
Deferred credits
Accumulated deferred federal and state income taxes, net		544,952			451,671
Accumulated deferred investment tax credits		9,632			9,954
Postretirement benefit obligations		111,297			114,700
Regulatory liabilities - other		77,621			149,638
Restricted storm reserve		25,648			25,434
Uncertain tax positions		72,521			75,487
Other deferred credits		63,283			52,588
Total deferred credits		904,954			879,472
Total liabilities and member’s equity	$	3,628,856		$	3,363,962
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

CLECO POWER

Condensed Consolidated Statements of Cash Flows (Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Operating activities
Net income	$	32,160		$	15,018
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		25,989			21,840
Provision for doubtful accounts		(335	)		726
Unearned compensation expense		344			358
Allowance for other funds used during construction		(9,805	)		(16,991	)
Amortization of investment tax credits		(321	)		(333	)
Net deferred income taxes		(1,131	)		(12,595	)
Deferred fuel costs		19,864			24,151
Loss on economic hedges		360			1,144
Cash surrender value of company-owned life insurance		(110	)		(109	)
Changes in assets and liabilities:
Accounts receivable		(20,597	)		15,080
Accounts and notes receivable, affiliate		(4,270	)		447
Unbilled revenue		(10,967	)		4,859
Fuel, materials and supplies inventory		6,932			(3,823	)
Prepayments		1,279			1,461
Accounts payable		(51,628	)		(44,605	)
Accounts and notes payable, affiliate		(19,147	)		(2,349	)
Customer deposits		2,888			1,833
Post retirement benefit obligations		(3,403	)		(2,637	)
Regulatory assets and liabilities, net		(14,374	)		14,451
Other deferred accounts		5,813			(8,574	)
Retainage payable		(59	)		(12,725	)
Taxes accrued		15,758			39,189
Interest accrued		9,067			1,055
Risk management assets and liabilities, net		(1,814	)		(20,992	)
Other operating		(1,585	)		(633	)
Net cash (used in) provided by operating activities		(19,092	)		15,246
Investing activities
Additions to property, plant and equipment		(23,295	)		(66,288	)
Allowance for other funds used during construction		9,805			16,991
Proceeds from sale of property, plant and equipment		57			130
Transfer of cash from restricted accounts		8,269			27,989
Net cash used in investing activities		(5,164	)		(21,178	)
Financing activities
Retirement of long-term obligations		(5,912	)		(8,226	)
Repayment of capital leases		(390	)		(275	)
Deferred financing costs		(67	)		-
Distribution to parent		(25,000	)		-
Net cash used in financing activities		(31,369	)		(8,501	)
Net decrease in cash and cash equivalents		(55,625	)		(14,433	)
Cash and cash equivalents at beginning of period		138,113			91,542
Cash and cash equivalents at end of period	$	82,488		$	77,109
Supplementary cash flow information
Interest paid (net of amount capitalized)	$	9,792		$	16,055
Income taxes paid	$	-		$	7,000
Supplementary non-cash investing and financing activities
Accrued additions to property, plant and equipment	$	5,194		$	12,082
Incurrence of capital lease obligation – barges	$	-		$	22,050
Non-cash additions to property, plant and equipment	$	304,134		$	-
Non-cash assumption of deferred tax liability	$	78,402		$	-
The accompanying notes are an integral part of the condensed consolidated financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Index to Applicable Notes to the Unaudited Condensed Consolidated Financial Statements of Registrants

Note 1	Summary of Significant Accounting Policies	Cleco Corporation and Cleco Power
Note 2	Recent Authoritative Guidance	Cleco Corporation and Cleco Power
Note 3	Regulatory Assets and Liabilities	Cleco Corporation and Cleco Power
Note 4	Fair Value Accounting	Cleco Corporation and Cleco Power
Note 5	Debt	Cleco Corporation and Cleco Power
Note 6	Pension Plan and Employee Benefits	Cleco Corporation and Cleco Power
Note 7	Income Taxes	Cleco Corporation and Cleco Power
Note 8	Disclosures about Segments	Cleco Corporation
Note 9	Variable Interest Entities	Cleco Corporation and Cleco Power
Note 10	Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees	Cleco Corporation and Cleco Power
Note 11	LPSC Fuel Audit	Cleco Corporation and Cleco Power
Note 12	Affiliate Transactions	Cleco Corporation and Cleco Power
Note 13	Intangible Asset	Cleco Corporation and Cleco Power
Note 14	Evangeline Transactions	Cleco Corporation
Note 15	Acadia Transaction	Cleco Corporation and Cleco Power

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements of Cleco include the accounts of Cleco and its majority-owned subsidiaries after elimination of intercompany accounts and transactions.

On January 1, 2010, Cleco implemented the amended authoritative guidance with respect to the consolidation of Perryville, Attala, and Evangeline. These entities’ assets, liabilities, revenues, expenses, and cash flows are presented on the corresponding line items of Cleco’s consolidated financial statements prospectively. Prior to January 2010, the equity method of accounting was used for Perryville, Attala, and Evangeline. Therefore, these entities were presented on the consolidated financial statements as one line item corresponding to Cleco’s equity investment in them. For additional information on the consolidation of these entities, see Note 2 — “Recent Authoritative Guidance” and Note 9 — “Variable Interest Entities.”

Cleco Corporation and Cleco Power report the investment in Oxbow on the equity method of accounting. Cleco Corporation reports the investment in Cajun on the equity method of accounting. As a result, the assets and liabilities of these entities are represented by one line item corresponding to Cleco Corporation’s and Cleco Power’s equity investment in these entities. The pre-tax results of operations of these entities are reported as equity income or loss from investees on Cleco Corporation’s and Cleco Power’s Condensed Consolidated Statements of Income. For additional information on the operations of these entities, see Note 9 — “Variable Interest Entities.”

Basis of Presentation

The condensed consolidated financial statements of Cleco Corporation and Cleco Power have been prepared pursuant to the rules and regulations of the SEC. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, Cleco believes that the disclosures are adequate to make the information presented not misleading.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited financial information included in the condensed consolidated financial statements of Cleco Corporation and Cleco Power reflects all adjustments of a normal recurring nature which are, in the opinion of the management of Cleco Corporation and Cleco Power, necessary for a fair statement of the financial position and the results of operations for the interim periods. Information for interim periods is affected by seasonal variations in sales, rate changes, timing of fuel expense recovery and other factors, and is not indicative necessarily of the results that may be expected for the full fiscal year. For more information on recent authoritative guidance and its effect on financial results, see Note 2 — “Recent Authoritative Guidance.”

Property, Plant and Equipment

Property, plant and equipment consist primarily of regulated utility generation and energy transmission assets. Regulated assets, utilized primarily for retail operations and electric transmission and distribution, are stated at the cost of construction, which includes certain materials, labor, payroll taxes and benefits, administrative and general costs, and the estimated cost of funds used during construction. Jointly owned assets are reflected in property, plant and equipment at Cleco Power’s share of the cost to construct or purchase the assets.

During the first quarter of 2010, Cleco’s regulated utility plants increased primarily due to the addition of Rodemacher Unit 3 and the acquisition of one of Acadia’s two 580-MW

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

units. Rodemacher Unit 3 has a useful life of 50 years and Acadia has a useful life of 30 years.

Cleco’s other property, plant and equipment increased primarily due to the reconsolidation of Evangeline with Cleco. Evangeline has a useful life of 45 years.

Property, plant and equipment consist of:

(THOUSANDS)	AT MARCH 31, 2010			AT DECEMBER 31, 2009
Regulated utility plants	$	3,486,481		$	2,126,646
Other		258,033			17,845
Total property, plant and equipment		3,744,514			2,144,491
Accumulated depreciation		(1,111,782	)		(999,204	)
Net property, plant and equipment	$	2,632,732		$	1,145,287

The table below discloses the amounts of plant acquisition adjustments reported in Cleco Power’s property, plant and equipment and the associated accumulated amortization reported in accumulated depreciation at March 31, 2010, and December 31, 2009. The plant acquisition adjustments represent the fair market value of the assets acquired in excess of their carrying value. During 2010, Cleco Power’s acquisition of one of Acadia’s two 580-MW units resulted in a plant acquisition adjustment. In January 2010, the LPSC approved the full recovery of the $304.0 million for the acquisition of Acadia, which includes the acquisition adjustment in the amount of $95.6 million. The plant acquisition adjustment at December 31, 2009, relates primarily to the 1997 acquisition of Teche. For additional information on the Acadia transaction, see Note 15 —“Acadia Transaction."

(THOUSANDS)	AT MARCH 31, 2010		AT DECEMBER 31, 2009
Acadia
Plant acquisition adjustment	$	95,578	$	-
Less accumulated amortization		266		-
Net plant acquisition adjustment	$	95,312	$	-
Teche
Plant acquisition adjustment	$	5,359	$	5,359
Less accumulated amortization		3,279		3,215
Net plant acquisition adjustment	$	2,080	$	2,144

Restricted Cash

Various agreements to which Cleco is subject contain covenants that restrict its use of cash. As certain provisions under these agreements are met, cash is transferred out of related escrow accounts and becomes available for general corporate purposes. At March 31, 2010, and December 31, 2009, $48.2 million and $56.4 million of cash, respectively, were restricted. At March 31, 2010, restricted cash consisted of $0.1 million under the Diversified Lands mitigation escrow agreement, $18.8 million reserved at Cleco Power for GO Zone project costs, $25.6 million reserved at Cleco Power for future storm restoration costs, and $3.7 million at Cleco Katrina/Rita restricted for payment of operating expenses, interest, and principal on storm recovery bonds.

Fair Value Measurements and Disclosures

Various accounting pronouncements require certain assets and liabilities to be measured at their fair values. Some assets and liabilities are required to be measured at their fair value each reporting period, while others are required to be measured only one time, generally the date of acquisition or debt issuance. Cleco and Cleco Power are required to disclose the fair value of certain assets and liabilities by one of three levels when required for recognition purposes under GAAP. Other financial assets and liabilities, such as long-term debt, are reported at their carrying values at their date of issuance on the condensed consolidated balance sheets with their fair values disclosed without regard to the three levels. For more information about fair value levels, see Note 4 — “Fair Value Accounting.”

Risk Management

Market risk inherent in Cleco Power’s market risk-sensitive instruments and positions includes potential changes arising from changes in interest rates and the commodity market prices of power and natural gas on different energy exchanges. Cleco’s Energy Market Risk Management Policy authorizes the use of various derivative instruments, including exchange traded futures and option contracts, forward purchase and sales contracts, and swap transactions to reduce exposure to fluctuations in the price of power and natural gas. Cleco uses the authoritative guidance as it relates to derivatives and hedging to determine whether the market risk-sensitive instruments and positions are required to be marked-to-market. Generally, Cleco Power’s market risk-sensitive instruments and positions qualify for the normal-purchase, normal-sale exception to mark-to-market accounting because Cleco Power takes physical delivery and the instruments and positions are used to satisfy customer requirements. Cleco Power has entered into certain financial transactions it considers economic hedges to mitigate the risk associated with the fixed-price power to be provided to a wholesale customer through December 2010. The economic hedges cover approximately 84% of the estimated daily peak hour power sales to the wholesale customer. These transactions are marked-to-market with the resulting gain or loss recorded on the income statement as a component of operating revenue. For the three months ended March 31, 2010 and 2009, the following losses related to these economic hedge transactions were recorded in other operations revenue.

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Realized loss	$	(242	)	$	(347	)
Mark-to-market loss		(360	)		(1,144	)
Total loss	$	(602	)	$	(1,491	)

Cleco Power has entered into other positions to mitigate the volatility in customer fuel costs. These positions are marked-to-market with the resulting gain or loss recorded on the balance sheet as a component of risk management assets or liabilities. Such gain or loss is deferred as a component of deferred fuel asset or liabilities. When these positions close,

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

actual gains or losses will be included in the fuel adjustment clause and reflected on customers’ bills as a component of the fuel cost adjustment. Based on market prices at March 31, 2010, and December 31, 2009, the net mark-to-market impact relating to these positions were losses of $32.4 million and $24.9 million, respectively. The increased loss is due to lower gas prices at March 31, 2010, compared to December 31, 2009. Deferred losses relating to closed natural gas positions totaled $5.3 million and $2.6 million at March 31, 2010, and December 31, 2009, respectively.

Cleco Power maintains margin accounts with commodity brokers used to partially fund the acquisition of natural gas futures, options, and swap contracts. These contracts/positions are used to mitigate the risks associated with the fixed-price power sales and volatility in customer fuel costs noted above. At March 31, 2010, and December 31, 2009, Cleco Power had deposited net collateral of $13.0 million and $10.0 million, respectively, to cover margin requirements relating to open natural gas futures, options, and swap positions. The current and long-term portions of collateral are reported as a component of risk management assets or liabilities and other deferred charges or credits, respectively.

Cleco and Cleco Power maintain a master netting agreement policy and monitor credit risk exposure through review of counterparty credit quality, counterparty credit exposure, and counterparty concentration levels. Cleco manages these risks by establishing appropriate credit and concentration limits on transactions with counterparties and by requiring contractual guarantees, cash deposits, or letters of credit from counterparties or their affiliates, as deemed necessary. Cleco Power has agreements in place with various counterparties that authorize the netting of financial buys and sells and contract payments to mitigate credit risk for transactions entered into for risk management purposes.

In August 2009, Cleco Power entered into a $50.0 million bank loan with variable interest, paid monthly, and calculated at 3.00% plus the one-month LIBOR. The loan matures on August 19, 2012. In order to mitigate risk of the future floating interest rates, Cleco Power entered into an interest rate swap in the third quarter of 2009. Based on the notional amount of the bank loan, the swap requires a monthly net settlement between Cleco Power’s fixed payment of 1.84% and the swap counterparty’s floating payment of the one-month LIBOR. The swap matures on May 31, 2012. Under the authoritative guidance for derivatives and hedging, the swap meets the criteria of a cash flow hedge. Changes in the swap’s fair value related to the effective portion of cash flow hedges are recognized in other comprehensive income, whereas changes in the fair value related to the ineffective portion are recognized in earnings. As time passes and settlements are made, the swap’s other comprehensive income fair values are reclassified into earnings as a component of interest expense. For the three months ended March 31, 2010, there were $0.2 million of reclassification adjustments from other comprehensive income to interest expense. There was no impact to earnings due to ineffectiveness for the three months ended March 31, 2010. For more information on accounting for derivatives, see Note 4 — “Fair Value Accounting.”

Reclassifications

Certain reclassifications have been made to the 2009 financial statements to conform them to the presentation used in the 2010 financial statements. These reclassifications had no effect on Cleco Corporation’s net income applicable to common stock or total common shareholders’ equity or Cleco Power’s net income or total member’s equity.

Cleco Corporation and Cleco Power’s Condensed Consolidated Balance Sheets at December 31, 2009, have been retrospectively adjusted due to the reclassification of AFUDC equity gross-up from Regulatory assets and liabilities – deferred taxes, net to Regulatory assets – other. The retrospective adjustments to the December 31, 2009, balance sheets are described in the following tables.

(THOUSANDS)	AS REPORTED		AS ADJUSTED
Cleco Corporation
Assets – regulatory assets and liabilities - deferred taxes, net	$	264,343	$	$191,844
Noncurrent assets – regulatory assets - other	$	201,381	$	273,880

(THOUSANDS)	AS REPORTED		AS ADJUSTED
Cleco Power
Assets – regulatory assets and liabilities - deferred taxes, net	$	264,343	$	191,844
Noncurrent assets – regulatory assets - other	$	201,381	$	273,880

Earnings per Average Common Share

The following table shows the calculation of basic and diluted earnings per share.

							FOR THE THREE MONTHS ENDED MARCH 31,
					2010						2009
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES		PER SHARE AMOUNT		INCOME		SHARES		PER SHARE AMOUNT
Income from continuing operations	$	149,970					$	6,650
Deduct: non-participating stock dividends (4.5% preferred stock)		12						12
Basic net income applicable to common stock	$	149,958		60,326,020	$	2.49	$	6,638		60,097,929	$	0.11
Effect of dilutive securities
Add: stock option grants				39,156						31,062
Add: restricted stock (LTICP)				215,884						237,179
Diluted net income applicable to common stock	$	149,958		60,581,060	$	2.48	$	6,638		60,366,170	$	0.11

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Stock option grants are excluded from the computation of diluted earnings per share if the exercise price is higher than the average market price. There were no stock option grants excluded from the computation of diluted earnings per share for the three months ended March 31, 2010, due to the average market price being higher than the exercise prices of the stock options. Stock option grants excluded from the computation for the three months ended March 31, 2009 are presented in the table below.

	FOR THE THREE MONTHS ENDED MARCH 31, 2009
	STRIKE PRICE		AVERAGE MARKET PRICE		SHARES
Stock option grants excluded	$	22.25 - $24.25	$	21.97		149,034

Stock-Based Compensation

At March 31, 2010, Cleco had one share-based compensation plan: the LTICP. Options or restricted shares of stock, known as non-vested stock as defined by the authoritative guidance on stock-based compensation, common stock equivalent units, and stock appreciation rights may be granted to certain officers, key employees, or directors of Cleco Corporation and its subsidiaries pursuant to the LTICP.

On January 1, 2010, the 2010 LTICP became effective. A maximum of 2,250,000 shares of Cleco Corporation common stock can be granted under the 2010 LTICP.

On January 29, 2010, Cleco granted 88,028 shares of non-vested stock and 66,538 common stock equivalent units to certain officers, key employees, and directors of Cleco Corporation and its subsidiaries pursuant to the LTICP.

Cleco and Cleco Power reported pre-tax compensation expense for their share-based compensation plans as shown in the following table:

	CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010		2009		2010		2009
Equity classification
Non-vested stock	$	661	$	575	$	170	$	159
Stock options		13		13		-		-
Total	$	674	$	588	$	170	$	159
Liability classification
Common stock equivalent units	$	149	$	963	$	174	$	415
Total pre-tax compensation expense	$	823	$	1,551	$	344	$	574
Tax benefit (excluding income tax gross-up)	$	317	$	597	$	132	$	221

Note 2 — Recent Authoritative Guidance

The Registrants adopted, or will adopt, the recent authoritative guidance listed below on their respective effective dates.

In June 2009, FASB amended the authoritative guidance on consolidation which requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. In order to be the primary beneficiary of a variable interest entity, an enterprise must have (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Along with these criteria, an enterprise is now required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining (a) above. Also, the enterprise is required to perform ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. The quantitative approach previously required for determining the primary beneficiary has been eliminated. Additional disclosures are now required in order to provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. This amendment is effective for the first fiscal year beginning after November 15, 2009. The implementation of this amendment on January 1, 2010 required Cleco Corporation to reconsolidate three wholly owned subsidiaries that had been accounted for using the equity method. Prior to January 1, 2010, Perryville, Attala, and Evangeline were presented in the consolidated financial statements as follows:

§	Results of operations before taxes as one line item on the consolidated statements of income entitled Equity (loss) income from investees,

§	Assets and liabilities on the consolidated balance sheets as one line item entitled Equity investment in investees, and

§	Cash flows in the consolidated statement of cash flows as gain or loss from equity investments, investment in equity investments, and return on or of equity investments.

Effective January 1, 2010, the assets, liabilities, revenues, expenses and cash flows of these entities are presented on the corresponding line items of the consolidated financial statements. Cleco has chosen to implement the consolidation prospectively and not retrospectively, therefore the consolidation will not be carried back to comparative prior periods in financial statements issued after implementation. For additional information on the consolidation of these entities, see Note 9 — “Variable Interest Entities.”

In September 2009, FASB amended the authoritative guidance regarding revenue recognition of arrangements with multiple deliverables. If an arrangement contains multiple deliverables, the selling entity must first determine the best estimate of the selling price of each deliverable. Then the selling entity must allocate the selling price of the entire arrangement

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

based upon the relative best estimate of the selling price of each deliverable. This amendment also contains additional disclosures such as the nature of the arrangement, significant deliverables and general timing. This amendment is effective for arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Management is currently evaluating the impact this amendment will have on the financial condition or results of operations of the Registrants.

In January 2010, FASB amended the authoritative guidance regarding disclosures of fair value measurements. Entities will be required to segregate assets and liabilities according to classes, which often will require greater disaggregation than the reporting entities line items on the balance sheet. Classes should be based on the nature of risks associated with the asset and liability. Entities will also be required to disclose the amount of significant transfers between Level 1 and Level 2, along with the reason for the transfer, and expanded disclosure related to transfers in or out of Level 3. Entities will also be required to expand disclosure about the inputs and methods used to calculate fair value for Levels 2 and 3. Most of the provisions are effective for interim and annual fiscal periods beginning after December 15, 2009. Some of the Level 3 disclosures are effective for interim and annual fiscal periods beginning after December 15, 2010. The amendment is included in the disclosures in this Quarterly Report on Form 10-Q. The adoption did not have any effect on the financial condition or results of operations of the Registrants.

In February 2010, FASB made technical corrections to various topics. Generally, the corrections were nonsubstantive and addressed minor inconsistencies and clarifications. The corrections are effective on issuance of the amendment, except for clarification related to embedded derivatives and a change in reorganizations. The adoption of the changes did not have an impact on the financial condition or results of operations of the Registrants.

In February 2010, FASB eliminated the requirement for entities that file financial statements with the SEC to disclose the date through which they evaluated subsequent events. This amendment was effective upon issuance. The amendment is included in the disclosures in this Quarterly Report on Form 10-Q. The adoption did not have any effect on the financial condition or results of operations of the Registrants.

In March 2010, FASB amended the scope exception for embedded credit derivative features related to the transfer of credit risk in the form of subordination of one financial instrument to another. The amendment is effective the first fiscal quarter beginning after June 15, 2010. The adoption of the amendment is not expected to have a material impact on the financial condition or results of operations of the Registrants.

Note 3 — Regulatory Assets and Liabilities

Cleco Power follows the authoritative guidance on regulated operations, which allows utilities to capitalize or defer certain costs based on regulatory approval and management’s

ongoing assessment that it is probable these items will be recovered through the ratemaking process.

The following chart summarizes Cleco Power’s regulatory assets and liabilities at March 31, 2010, and December 31, 2009:

	AT MARCH 31,			AT DECEMBER 31,
(THOUSANDS)	2010			2009
Regulatory assets and liabilities – deferred taxes, net	$	203,869		$	191,844
Deferred mining costs	$	23,578		$	24,215
Deferred interest costs		7,308			7,401
Deferred asset removal costs		726			712
Deferred postretirement plan costs		106,271			106,735
Deferred tree trimming costs		13,122			13,485
Deferred training costs		7,759			7,045
Deferred storm surcredits, net		8,446			7,747
Deferred construction carrying costs		23,856			40,174
Lignite mining agreement contingency		3,781			3,781
AFUDC equity gross-up		75,469			72,499
Deferred rate case costs		1,938			-
Deferred Acadia acquisition costs		3,025			-
Deferred IRP/RFP costs		1,328			-
Total regulatory assets – other	$	276,607		$	283,794
Deferred construction carrying costs		(162,014	)		(183,230	)
Deferred fuel and purchased power		27,543			35,059
Total regulatory assets and liabilities, net	$	346,005		$	327,467

Deferred Rate Case Costs

In October 2009, the LPSC approved Cleco Power’s request to establish a regulatory asset for costs incurred as a result of Cleco Power’s rate case filed with the LPSC. Recovery of these expenditures was requested in Cleco Power’s base rate application filed in July 2008, and these expenditures were covered by the retail rate plan which was approved by the LPSC in October 2009. The new rates became effective upon the commercial operation of Rodemacher Unit 3 and Cleco Power began amortizing the regulatory asset over a four-year period. At March 31, 2010, Cleco Power had deferred $1.9 million of rate case costs.

Deferred Acadia Acquisition Costs

In October 2009, the LPSC approved Cleco Power’s request to establish a regulatory asset for costs incurred as a result of the acquisition by Cleco Power of one of Acadia’s two 580-MW units, the related materials and supplies, and half of its common facilities. Recovery of these expenditures was requested in Cleco Power’s base rate application filed in July 2008, and these expenditures were covered by the retail rate plan which was approved by the LPSC in October 2009. The new rates became effective upon the commencement of commercial operation of Rodemacher Unit 3 and Cleco Power began amortizing the regulatory asset over a 30-year period. At March 31, 2010, Cleco Power had deferred $3.0 million of Acadia acquisition costs. For more information regarding the Acadia transaction, see Note 15 — “Acadia Transaction.”

Deferred IRP/RFP Costs

In October 2009, the LPSC approved Cleco Power’s request to establish a regulatory asset for IRP and RFP costs incurred. Recovery of these expenditures was requested in Cleco

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Power’s base rate application filed in July 2008, and these expenditures were covered by the retail rate plan which was approved by the LPSC in October 2009. The new rates became effective upon the commencement of commercial operation of Rodemacher Unit 3 and Cleco Power began amortizing the regulatory asset over a three-year period. At March 31, 2010, Cleco Power had deferred $1.3 million of IRP and RFP costs.

Deferred Construction Carrying Costs

In February 2006, the LPSC approved Cleco Power’s plans to build Rodemacher Unit 3. Terms of the approval included authorization for Cleco Power to collect from customers an amount equal to 75% of the LPSC-jurisdictional portion of the carrying costs of capital during the construction phase of the unit. In any calendar year during the construction period, the amount collected from customers is not to exceed 6.5% of Cleco Power’s projected retail revenues. Cleco Power began collection of the carrying costs and established a regulatory liability in May 2006. In October 2009, the LPSC voted unanimously to approve Cleco Power’s retail rate plan. The retail rate plan established that Cleco Power return $183.2 million to customers over a five-year period and record a regulatory asset for all amounts above the actual amount collected from customers. On February 12, 2010, Rodemacher Unit 3 commenced commercial operation and the new rates became effective. At that time, Cleco Power began returning the construction carrying costs to customers and amortizing the regulatory asset over a five-year period. In March 2010, the LPSC issued an order changing the period of return from five years to four years and established that Cleco Power return $167.9 over the four-year period. At March 31, 2010, the regulatory liability and the related regulatory asset were $162.0 million and $23.9 million, respectively. At March 31, 2010, $84.4 million was due to be returned to customers within one year.

Note 4 — Fair Value Accounting

The amounts reflected in Cleco Corporation and Cleco Power’s Condensed Consolidated Balance Sheets at March 31, 2010, and December 31, 2009, for cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value because of their short-term nature. Estimates of the fair value of Cleco and Cleco Power’s long-term debt and Cleco’s nonconvertible preferred stock are based upon the quoted market price for the same or similar issues or by a discounted present value analysis of future cash flows using current rates obtained by Cleco and Cleco Power for debt and by Cleco for preferred stock with similar maturities.

The estimated fair value of energy market positions is based upon observed market prices when available. When such market prices are not available, management estimates market value at a discrete point in time by assessing market conditions and observed volatility. These estimates are subjective in nature and involve uncertainties. Therefore, actual results may differ from these estimates.

Cleco

	AT MARCH 31, 2010				AT DECEMBER 31, 2009
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	92,222	$	92,222	$	145,193	$	145,193
Restricted cash	$	48,182	$	48,182	$	56,451	$	56,451
Long-term debt, excluding debt issuance costs	$	1,253,628	$	1,293,452	$	1,319,540	$	1,353,479
Preferred stock not subject to mandatory redemption	$	1,029	$	880	$	1,029	$	874

			AT MARCH 31,2010							AT DECEMBER 31, 2009
(THOUSANDS)	ORIGINAL VALUE		OTHER UNREALIZED LOSSES DURING THE PERIOD			ESTIMATED FAIR VALUE		ORIGINAL VALUE		OTHER UNREALIZED LOSSES DURING THE PERIOD			ESTIMATED FAIR VALUE
Financial instruments marked-to-market
Energy market positions
Assets	$	77,651	$	(24,155	)	$	53,496	$	87,149	$	(15,671	)	$	71,197
Liabilities	$	111,942	$	(8,972	)	$	102,970	$	131,692	$	(9,630	)	$	122,062
Interest rate swap liability	$	-	$	(969	)	$	969	$	-	$	(890	)	$	890

Cleco Power

	AT MARCH 31, 2010				AT DECEMBER 31, 2009
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	82,488	$	82,488	$	138,113	$	138,113
Restricted cash	$	48,086	$	48,086	$	56,354	$	56,354
Long-term debt, excluding debt issuance costs	$	1,218,628	$	1,258,452	$	1,224,540	$	1,258,479

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

			AT MARCH 31, 2010							AT DECEMBER 31, 2009
(THOUSANDS)	ORIGINAL VALUE		OTHER UNREALIZED LOSSES DURING THE PERIOD			ESTIMATED FAIR VALUE		ORIGINAL VALUE		OTHER UNREALIZED LOSSES DURING THE PERIOD			ESTIMATED FAIR VALUE
Financial instruments marked-to-market
Energy market positions
Assets	$	77,651	$	(24,155	)	$	53,496	$	87,149	$	(15,671	)	$	71,197
Liabilities	$	111,942	$	(8,972	)	$	102,970	$	131,692	$	(9,630	)	$	122,062
Interest rate swap liability	$	-	$	(969	)	$	969	$	-	$	(890	)	$	890

The financial instruments not marked-to-market are reported on Cleco’s and Cleco Power’s Consolidated Balance Sheets at carrying value. The financial instruments marked-to-market represent market risk recorded in the financial statements because, to the extent Cleco and Cleco Power have an open position, they are exposed to the risk that fluctuating market prices may adversely affect their financial condition or results of operations upon settlement. Original value represents the fair value of the positions at the time originated.

At March 31, 2010, Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents and restricted cash. Cleco had $135.7 million ($87.5 million of cash and $48.2 million of restricted cash) in short-term investments in institutional money market funds. If the money market funds failed to perform under the terms of the investment, Cleco would be exposed to a loss of the invested amounts. Cleco Power had $127.2 million ($79.1 million of cash and $48.1 million of restricted cash) in short-term investments in institutional money market funds. If the money market funds failed to perform under the terms of the investments, Cleco Power would be exposed to a loss of the invested amounts. Collateral on these types of investments is not required by either Cleco or Cleco Power. In order to mitigate potential credit risk, Cleco and Cleco Power have established guidelines for short-term investments. Money market funds must have at least $1.0 billion in assets under management; must have been in existence for not less than two years; must have portfolios not comprised of more than 50% of securities issued by foreign entities; and must be rated in the top two ratings categories by at least one nationally recognized rating agency. Commercial paper must be issued by a company with headquarters in the U.S. and rated not less than A1 by Standard & Poor’s or P1 by Moody’s. For split-rated issuers, the second rating must not be lower than either A2 or P2; the issuer’s long-term debt must be rated not lower than A by Standard & Poor’s or A2 by Moody’s; and the issuer cannot be on negative credit watch. Investments in commercial paper rated A2 by Standard & Poor’s or P2 by Moody’s may be made if approved by the appropriate level of management.

Cleco Power was exposed to concentrations of credit risk through its energy marketing assets. At March 31, 2010, Cleco Power had energy marketing assets with an estimated fair value of $53.5 million. These energy marketing assets represent open natural gas purchase positions, primarily financial hedge transactions. Cleco Power entered into these positions to mitigate the volatility in the cost of fuel purchased for utility generation and the risk associated with the fixed-price power that is being provided to a wholesale customer through December 2010. If the counterparties to these assets fail to perform under the terms of the investment, Cleco Power would be exposed to a loss of $53.5 million. For information about credit risk management and how these risks are mitigated on energy marketing assets, see Note 1 — “Summary of Significant Accounting Policies — Risk Management.”

Interest Rate Swap

In August 2009, Cleco Power entered into a $50.0 million bank loan with variable interest, paid monthly, and calculated at 3.00% plus the one-month LIBOR. The loan matures on August 19, 2012. In order to mitigate risk of the future floating interest rates, Cleco Power entered into an interest rate swap with JPMorgan Chase Bank, N.A. in the third quarter of 2009. Based on the notional amount of the bank loan, the swap requires a monthly net settlement between Cleco Power’s fixed payment of 1.84% and the swap counterparty’s floating payment of the one-month LIBOR. The swap matures on May 31, 2012. Both the bank loan and the swap were effective the same day and require monthly payments on the same day near the end of the month. From the inception of the loan to March 31, 2010, Cleco Power recognized net interest expense equal to an annual rate of 4.84% on the bank loan. Since both the bank loan and the swap require payments near the end of the month, the cash payments are materially close to the interest expense recognized.

The swap is considered a derivative and is carried on the balance sheet at its fair value. Its fair value is calculated by the present value of the fixed payments as compared to expected future LIBOR rates. Since future LIBOR rates are not available for each month until termination, quoted LIBOR rates from an active exchange for observable time periods were used to create a forward “LIBOR curve” for all months until termination. Because of the inputs and common techniques used to calculate fair value, the swap valuation is considered Level 2.

The swap meets the criteria of a cash flow hedge under the authoritative guidance as it relates to derivatives and hedging. Changes in the swap’s fair value related to the effective portion are recognized in other comprehensive income, whereas changes in the fair value related to the ineffective portion are recognized in earnings. As time passes and settlements are made, the swap’s other comprehensive income fair values are reclassified into earnings as a component of interest expense. For the three months ended March 31, 2010, there were $0.2 million of reclassification adjustments from other comprehensive income to interest expense.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

There was no impact to earnings due to ineffectiveness for the three months ended March 31, 2010.

Fair Value Measurements and Disclosures

Entities are required to classify assets and liabilities measured at their fair value according to three different levels depending on the inputs used in determining fair value.

§	Level 1 – unadjusted quoted prices in active, liquid markets for the identical asset or liability;

§	Level 2 – quoted prices for similar assets and liabilities in active markets or other inputs that are observable for the asset or liability, including inputs that can be corroborated by observable market data, observable interest rate yield curves and volatilities;

§	Level 3 – unobservable inputs based upon the entities’ own assumptions.

The tables below disclose for Cleco and Cleco Power the fair value of financial assets and liabilities measured on a recurring basis and within the scope of the authoritative guidance for fair value measurements and disclosures.

Cleco

	CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2010		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DECEMBER 31, 2009		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Asset Description
Energy market derivatives	$	1,891	$	-	$	1,891	$	-	$	141	$	-	$	141	$	-
Institutional money market funds		135,586		-		135,586		-		198,155		-		198,155		-
Total	$	137,477	$	-	$	137,477	$	-	$	198,296	$	-	$	198,296	$	-

	CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2010		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DECEMBER 31, 2009		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Liability Description
Energy market derivatives	$	35,018	$	10,863	$	24,155	$	-	$	25,441	$	8,106	$	17,335	$	-
Interest rate swap		969		-		969		-		890		-		890		-
Total	$	35,987	$	10,863	$	25,124	$	-	$	26,331	$	8,106	$	18,225	$	-

Cleco Power

	CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2010		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DECEMBER 31, 2009		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Asset Description
Energy market derivatives	$	1,891	$	-	$	1,891	$	-	$	141	$	-	$	141	$	-
Institutional money market funds		127,186		-		127,186		-		191,155		-		191,155		-
Total	$	129,077	$	-	$	129,077	$	-	$	191,296	$	-	$	191,296	$	-

	CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2010		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DECEMBER 31, 2009		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Liability Description
Energy market derivatives	$	35,018	$	10,863	$	24,155	$	-	$	25,441	$	8,106	$	17,335	$	-
Interest rate swap		969		-		969		-		890		-		890		-
Total	$	35,987	$	10,863	$	25,124	$	-	$	26,331	$	8,106	$	18,225	$	-

The derivative assets and liabilities are classified as either current or non-current depending on when the positions close. All energy market derivative current assets and current liabilities are reported as a net current risk management asset or liability. All energy market derivative non-current assets and non-current liabilities are reported net in other deferred charges or other deferred credits. Net presentation is appropriate due to the right of offset included in the master netting agreements. On the balance sheet, the net current and net non-current derivative positions are netted with the applicable margin deposits. At March 31, 2010, a net current risk management asset of $2.5 million represented current deferred options. At March 31, 2010, a net current risk management liability of $15.7 million represented the current derivative

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

positions of $26.0 million reduced by current margin deposits of $10.3 million. The non-current liability derivative positions of $7.1 million reduced by non-current margin deposits of $2.6 million were recorded in other deferred credits. The institutional money market funds were reported on the Cleco Consolidated balance sheet in cash and cash equivalents, current restricted cash, and non-current restricted cash in the amounts of $87.5 million, $22.5 million, and $25.7 million, respectively. At Cleco Power, cash and cash equivalents, current restricted cash, and restricted non-current cash were $79.1 million, $22.5 million, and $25.6 million, respectively, as of March 31, 2010.

Cleco utilizes different valuation techniques for fair value calculations. In order to measure the fair value for Level 1 assets and liabilities, Cleco obtains the closing price from published indices in active markets for the various instruments and multiplies this price by the appropriate number of instruments held. Level 2 fair values for assets and liabilities are determined by obtaining the closing price from published indices in active markets for instruments that are similar to Cleco’s assets and liabilities. The fair value obtained is then discounted to the current period using a U.S. Treasury published interest rate as a proxy for a risk-free rate of return. For some options, Cleco uses the Black-Scholes model using observable and available inputs to calculate the fair value, consistent with the income approach. These techniques have been applied consistently from fiscal period to fiscal period. Level 3 fair values allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Cleco had no Level 3 assets or liabilities at March 31, 2010, or December 31, 2009.

The assets and liabilities reported at fair value are grouped into classes based on the underlying nature and risks associated with the individual asset or liability. Level 1 of energy market derivative assets and liabilities consists of a single class that includes natural gas futures with quoted prices on a liquid, national exchange. As the future price of natural gas is affected by market expectations, such as the supply of natural gas relative to demand, the fair value of Cleco’s futures fluctuates.

Level 2 of energy market derivative assets and liabilities consists of two classes. The first class contains natural gas swaps which fluctuate in value as the underlying natural gas futures fair value changes and as market interest rates change Cleco records the natural gas swaps at the net present value. The second class consists of natural gas options. The fair value of natural gas options fluctuates with the volatility in the fair value of natural gas, the number of days to which the options expire, the underlying natural gas futures price fluctuations, and the market interest rates change. Cleco records natural gas options at the net present value. Both of these classes also contain counterparty execution risk that are entered into with a direct counterparty and are not traded through an exchange.

The Level 2 institutional money market funds asset consists of a single class. In order to capture interest income and minimize risk, cash is invested in money market funds that

invest primarily in short-term securities issued by the U.S. Treasury in order to maintain liquidity and achieve the goal of a net asset value of a dollar. The risks associated with this class are counterparty risk of the fund manager and risk of price volatility associated with the underlying securities of the fund.

The Level 2 interest rate swap liability consists of a single class that only contains one instrument. The risks consist of monthly changes in the LIBOR, changes in the risk free rate of return and counterparty risk. This instrument is with a direct counterparty and is not traded through an exchange.

Cleco has a policy that transfers between Levels 1, 2, and 3 are recognized at the end of a reporting period. During the three months ended March 31, 2010 and the year ended December 31, 2009, Cleco did not experience any transfers between levels.

Derivatives and Hedging

The authoritative guidance on derivatives and hedging requires entities to provide transparency disclosures about a company’s derivative activities and how the related hedged items affect a company’s financial position, financial performance, and cash flows. Cleco is required to provide qualitative disclosures about derivative fair value, gains and losses, and credit-risk-related contingent features in derivative agreements.

The following table presents the fair values of derivative instruments and their respective line items as recorded on Cleco Corporation and Cleco Power’s Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009:

	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
	LIABILITY DERIVATIVES
(THOUSANDS) FAIR VALUE	BALANCE SHEET LINE ITEM	AT MARCH 31, 2010			DECEMBER 31, 2009
Commodity contracts
Economic hedges:
Current	Risk management liability, net	$	(765	)	$	(405	)
Fuel cost hedges:
Current	Risk management liability, net		(25,245	)		(22,502	)
Long-term	Other deferred credits		(7,117	)		(2,394	)
Total		$	(33,127	)	$	(25,301	)

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

The following table presents the effect of derivatives not designated as hedging instruments on Cleco Corporation and Cleco Power’s Condensed Consolidated Statements of Income for three months ended March 31, 2010 and 2009:

(THOUSANDS)	LOSS IN INCOME OF DERIVATIVES LINE ITEM	AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES THREE MONTHS ENDED MARCH 31, 2010			AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES THREE MONTHS ENDED MARCH 31, 2009
Commodity contracts
Economic hedges	Other operations revenue	$	602	(1)	$	1,491	(1)
Fuel cost hedges (2)	Fuel used for electric generation		7,814			42,213
Total		$	8,416		$	43,704
(1) For the three months ended March 31, 2010 and 2009, Cleco recognized $0.4 million and $1.2 million, respectively, of mark-to-market losses related to economic hedges.
(2) In accordance with the authoritative guidance for regulated operations, an additional $32.4 million of unrealized losses and $5.3 million of deferred losses associated with fuel cost hedges are reported in Accumulated Deferred Fuel on the balance sheet as of March 31, 2010, compared to $72.7 million of unrealized losses and $6.8 million of deferred losses associated with fuel cost hedges as of March 31, 2009. As gains and losses are realized in future periods, they will be recorded as Fuel Used for Electric Generation on the Income Statement.

At March 31, 2010, Cleco had 9.5 million MMBtus hedged for natural gas fuel costs, which is approximately 17% of the estimated natural gas requirements for a two-year period. Cleco had an additional 0.3 million MMBtus hedged through 2010, resulting from economic hedges, which is approximately 84% of the estimated daily peak-hour sales to a wholesale customer.

The following table presents the fair values of derivatives designated as hedging instruments and their respective line item as recorded on Cleco Corporation and Cleco Power’s Condensed Consolidated Balance Sheets at March 31, 2010:

	DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS
	LIABILITY DERIVATIVES
(THOUSANDS) FAIR VALUE	BALANCE SHEET LINE ITEM	AT MARCH 31, 2010			AT DECEMBER 31, 2009
Interest rate swap
Cash flow hedges:
Current	Other current liabilities	$	(605	)	$	(638	)
Long-term	Other deferred credits		(364	)		(252	)
Total		$	(969	)	$	(890	)

The following table presents the effect of derivatives designated as hedging instruments on Cleco Corporation and Cleco Power’s Condensed Consolidated Statements of Income for the three months ended March 31, 2010:

(THOUSANDS)	AMOUNT OF LOSS RECOGNIZED IN OCI THREE MONTHS ENDED MARCH 31, 2010			LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION)	AMOUNT OF (LOSS) GAIN RECLASSED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION) THREE MONTHS ENDED MARCH 31, 2010
Interest rate swap	$	(281	)	Interest charges	$	(202	)
Treasury rate lock	$	-		Interest charges	$	41

At March 31, 2010, Cleco Power expected $0.2 million of the effective portion of the treasury rate lock cash flow hedge to be reclassed from accumulated other comprehensive income to a reduction in interest charges over the next twelve months. The short-term liability associated with the mark-to-market of the interest rate swap is $0.6 million and is expected to be reclassified as an increase to interest charges over the next twelve months. This amount may change based on the market value of the interest rate swap over the next year.

Note 5 — Debt

Short-term Debt

At March 31, 2010, Cleco had $150.0 million of short-term debt outstanding, compared to none at December 31, 2009. The short-term debt outstanding was a one-year bank term loan Cleco Corporation entered into in February 2010. The bank term loan has an interest rate of one-month LIBOR plus 2.75% and matures in February 2011. At March 31, 2010, the interest rate on the term loan was 3.00%.

Cleco Power had no short-term debt outstanding at March 31, 2010, or December 31, 2009.

Long-term Debt

At March 31, 2010, Cleco’s long-term debt outstanding was $1.3 billion, of which $11.9 million was due within one year, compared to $1.3 billion outstanding at December 31, 2009, which included $11.5 million due within one year. The long-term debt due within one year represents principal payments for the Cleco Katrina/Rita storm recovery bonds scheduled to be paid in the next twelve months. For Cleco, long-term debt decreased $66.2 million primarily due to a $60.0 million decrease in Cleco’s credit facility draws and $5.9 million related to a scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2010.

At March 31, 2010, Cleco Power’s long-term debt outstanding was $1.2 billion, of which $11.9 million was due within one year, compared to $1.2 billion outstanding at December 31, 2009, which included $11.5 million due within one year. The long-term debt due within one year represents principal payments for the Cleco Katrina/Rita storm recovery bonds scheduled to be paid in the next twelve months. For Cleco Power, long-term debt decreased $6.2 million primarily due to $5.9 million related to a scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2010.

Note 6 — Pension Plan and Employee Benefits

Pension Plan and Other Benefits Plan

Most employees hired before August 1, 2007 are covered by a non-contributory, defined benefit pension plan. Benefits under the plan reflect an employee’s years of service, age at retirement, and highest total average compensation for any consecutive five calendar years during the last 10 years of employment with Cleco Corporation. Cleco Corporation’s policy is to base its contributions to the employee pension plan upon actuarial computations utilizing the projected unit credit

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

method, subject to the IRS’s full funding limitation. During the three months ended March 31, 2010, Cleco made $4.8 million of required contributions and $0.2 million of discretionary contributions to the pension plan for the 2010 plan year. Additional discretionary contributions may be made during 2010; however, the decision to make any additional contributions and the amount, if any, has not been determined. Cleco Power expects to be required to make approximately $65.0 million, including $16.0 million in 2011, in additional contributions to the pension plan over the next five years. The required contributions are driven by liability funding target percentages set by law which could cause the required contributions to be uneven among the years. The ultimate amount and timing of the contributions will be affected by changes in the discount rate, changes in the funding regulations, and actual returns on fund assets. Cleco Power is considered the plan sponsor, and Support Group is considered the plan administrator.

Cleco Corporation’s retirees and their dependents are eligible to receive medical, dental, vision, and life insurance benefits (other benefits). Cleco Corporation recognizes the expected cost of these other benefits during the periods in which the benefits are earned.

The components of net periodic pension and other benefit cost for the three months ended March 31, 2010, and 2009, are as follows:

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009			2010			2009
Components of periodic benefit costs
Service cost	$	1,753		$	1,730		$	383		$	353
Interest cost		4,113			4,095			499			495
Expected return on plan assets		(4,866	)		(5,074	)		-			-
Transition obligation		-			-			5			5
Prior period service (credit) cost		(18	)		481			(505	)		(516	)
Net loss		483			-			250			232
Net periodic benefit cost	$	1,465		$	1,232		$	632		$	569

Since Cleco Power is the pension plan sponsor and the related trust holds the assets, the net unfunded status of the pension plan is reflected at Cleco Power. The liability of Cleco Corporation’s other subsidiaries is transferred, with a like amount of assets, to Cleco Power monthly. The expense of the pension plan related to Cleco Corporation’s other subsidiaries for the three-month periods ended March 31, 2010, and 2009, was $0.5 million and $0.4 million, respectively.

Cleco Corporation is the plan sponsor for the other benefit plans. There are no assets set aside in a trust, and the liabilities are reported on the individual subsidiaries’ financial statements. The expense related to other benefits reflected in Cleco Power’s Condensed Consolidated Statements of Income for both three-month periods ended March 31, 2010, and 2009 was $0.5 million. In January 2010, Cleco received a $0.2 million Medicare Part D reimbursement.

In March 2010, the President signed the PPACA, a comprehensive health care law. While the provisions of the PPACA are not effective immediately, the provisions could increase the Registrants’ retiree medical unfunded liability and related expenses before the effective date. Management has made a preliminary estimate of the impact to the unfunded liability and has determined that any impact will not be material to the overall financial statements; therefore, an interim measurement is not required. Management will continue to monitor the new law and its possible impact on the Registrants.

SERP

Certain Cleco executive officers are covered by the SERP. The SERP is a non-qualified, non-contributory, defined benefit pension plan. Benefits under the plan reflect an employee’s years of service, age at retirement, and the sum of the highest base salary paid out of the last five calendar years and the average of the three highest bonuses paid during the 60 months prior to retirement, reduced by benefits received from any other defined benefit pension plan, SERP Plan or Cleco contributions under the enhanced 401(k) Plan to the extent such contributions exceed the limits of the 401(k) Plan. Cleco Corporation does not fund the SERP liability, but instead pays for current benefits out of the general funds available. Cleco Power has formed a Rabbi Trust designated as the beneficiary for life insurance policies issued on the SERP participants. Proceeds from the life insurance policies are expected to be used to pay the SERP participants’ life insurance benefits, as well as future SERP payments. However, since the SERP is a non-qualified plan, the assets of the trust could be used to satisfy general creditors of Cleco Power in the event of insolvency. All SERP benefits are paid out of the general cash available of the respective companies from which the officer retired. No contributions to the SERP were made during the three months ended March 31, 2010, and 2009. Cleco Power is considered the plan sponsor, and Support Group is considered the plan administrator.

The components of the net SERP cost are as follows:

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010		2009
Components of periodic benefit costs
Service cost	$	348	$	375
Interest cost		525		700
Prior period service cost amortization		13		13
Net loss amortization		221		254
Net periodic benefit cost	$	1,107	$	1,342

The SERP liabilities are reported on the individual subsidiaries’ financial statements. The expense related to the SERP reflected on Cleco Power’s Condensed Consolidated Statements of Income for both three-month periods ended March 31, 2010 and 2009 was $0.3 million.

401(k) Plan

Most employees are eligible to participate in the 401(k) Plan. Since January 2008, Cleco Corporation has made matching contributions and funded dividend reinvestments with cash.

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010		2009
401(k) Plan expense	$	1,030	$	1,139

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Cleco Power is the plan sponsor for the 401(k) Plan. The expense of the 401(k) Plan related to Cleco Corporation’s other subsidiaries for both three-month periods ended March 31, 2010, and 2009, was $0.3 million.

Note 7 — Income Taxes

The following table summarizes the effective income tax rates for Cleco Corporation and Cleco Power for the three-month periods ended March 31, 2010, and March 31, 2009.

	FOR THE THREE MONTHS ENDED MARCH 31,
	2010	2009
Cleco Corporation	34.7%	16.6%
Cleco Power	28.0%	20.2%

For the three months ended March 31, 2010 and 2009, the effective income tax rate for Cleco Corporation and Cleco Power was less than the federal statutory rate primarily due to the flow-through of tax benefits associated with AFUDC equity recorded as a result of the construction of Rodemacher Unit 3.

In addition, the effective tax rate for the first quarter of 2010 was impacted by tax adjustments related to the new rate order and new legislation. The rate order allowed for additional state flow-through tax benefits for indirect overhead costs resulting in a decrease to the effective tax rate. This decrease was partially offset by the tax impact of the PPACA which included a change in the tax treatment for Medicare Part D subsidy. As a result of the legislation, Medicare Part D retiree expenses are no longer tax deductible, with the entire impact of this tax change being recorded to tax expense in the first quarter of 2010, resulting in an increase to the effective tax rate.

During the second quarter of 2009, the IRS issued its report for the tax years 2001 through 2003. The unresolved issues relate to the recovery period of the Evangeline facility and bonus depreciation related to the Perryville facility. These issues were appealed by Cleco and are appropriately included in tax reserves in the financial statements. Cleco is currently under federal and state tax audits for fiscal years 2001 through 2007. It is reasonably possible that the balance of unrecognized tax benefits could decrease by a maximum of $55.0 million in the next twelve months as a result of reaching a settlement with the IRS. A potential change would not have a material impact on the Registrants’ respective annual effective tax rate.

Under the Internal Revenue Code, the transfer of the assets from Acadia to Cleco Power was considered a non-taxable redemption of a partnership interest and a non-taxable contribution of assets. There was no current tax liability incurred as a result of this transaction. A deferred tax expense and corresponding liability were recognized on the gain arising from the transaction. The deferred tax liability representing the difference between the book carrying value of the Acadia assets and the carryover tax basis in the assets was recognized by Cleco Power. For additional information on the Acadia transaction, see Note 15 — “Acadia Transaction.”

Note 8 — Disclosures about Segments

Cleco’s reportable segments are based on its method of internal reporting, which disaggregates business units by first-tier subsidiary. Cleco’s reportable segments are Cleco Power and Midstream. The reconciling items in the following tables consist of the holding company, a shared services subsidiary, two transmission interconnection facilities, and an investment subsidiary.

Each reportable segment engages in business activities from which it earns revenue and incurs expenses. Segment managers report periodically to Cleco’s Chief Executive Officer (the chief operating decision-maker) with discrete financial information and, at least quarterly, present discrete financial information to Cleco Corporation’s Board of Directors. Each reportable segment prepared budgets for 2010 that were presented to and approved by Cleco Corporation’s Board of Directors.

The financial results of Cleco’s segments are presented on an accrual basis. Management evaluates the performance of its segments and allocates resources to them based on segment profit and the requirements to implement new strategic initiatives and projects to meet current business objectives. Material intercompany transactions occur on a regular basis. These intercompany transactions relate primarily to joint and common administrative support services provided by Support Group.

In accordance with authoritative guidance, Cleco was required to reconsolidate Evangeline with its condensed consolidated financial statements and discontinue reporting its investment in Evangeline on the equity method of accounting. As a result, effective January 1, 2010, the assets and liabilities of Evangeline are no longer represented by one line item corresponding to Midstream’s equity investment in Evangeline but instead are being reported in the corresponding line items in the consolidated financial statements of Midstream. Effective January 1, 2010, Evangeline’s revenues and expenses are being reported in several line items, as compared to previously being netted and reported on one line item as equity income from investees on Midstream.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

SEGMENT INFORMATION FOR THE THREE MONTHS ENDED MARCH 31,

	CLECO				RECONCILING
2010 (THOUSANDS)	POWER		MIDSTREAM		ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	252,798	$	-	$	-		$	-		$	252,798
Tolling operations		-		7,464		-			-			7,464
Other operations		10,386		1		490			(1	)		10,876
Affiliate revenue		-		905		244			-			1,149
Intercompany revenue		343		-		11,239			(11,582	)		-
Operating revenue	$	263,527	$	8,370	$	11,973		$	(11,583	)	$	272,287
Depreciation expense	$	22,647	$	1,443	$	164		$	(1	)	$	24,253
Interest charges	$	18,743	$	3,432	$	846		$	(586	)	$	22,435
Interest income	$	158	$	-	$	590		$	(586	)	$	162
Equity income from investees	$	-	$	37,846	$	1		$	-		$	37,847
Gain on toll settlement	$	-	$	148,402	$	-		$	-		$	148,402
Federal and state income tax expense (benefit)	$	12,495	$	71,388	$	(4,017	)	$	-		$	79,866
Segment profit (1)	$	32,160	$	114,010	$	3,800		$	-		$	149,970
Additions to long-lived assets	$	329,555	$	547	$	691		$	-		$	330,793
Equity investment in investees	$	12,873	$	70,146	$	11		$	-		$	83,030
Total segment assets	$	3,628,856	$	286,662	$	435,458		$	(412,747	)	$	3,938,229
(1) Reconciliation of segment profit to consolidated profit:	Segment profit							$	149,970
	Unallocated items:
	Preferred dividends requirements, net of tax								12
	Net income applicable to common stock							$	149,958

	CLECO					RECONCILING
2009 (THOUSANDS)	POWER		MIDSTREAM			ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	202,865	$	-		$	-		$	-		$	202,865
Other operations		7,086		-			25			(2	)		7,109
Affiliate revenue		6		2,363			593			-			2,962
Intercompany revenue		342		-			10,101			(10,443	)		-
Operating revenue	$	210,299	$	2,363		$	10,719		$	(10,445	)	$	212,936
Depreciation expense	$	18,845	$	45		$	244		$	-		$	19,134
Interest charges	$	15,136	$	1,300		$	(36	)	$	(1,297	)	$	15,103
Interest income	$	403	$	-		$	1,305		$	(1,297	)	$	411
Equity (loss) income from investees	$	-	$	(12,150	)	$	399		$	-		$	(11,751	)
Federal and state income tax expense (benefit)	$	3,800	$	(5,418	)	$	2,944		$	-		$	1,326
Segment profit (loss) (1)	$	15,018	$	(8,652	)	$	284		$	-		$	6,650
Additions to long-lived assets	$	61,436	$	4		$	176		$	-		$	61,616
Equity investment in investees (2)	$	12,873	$	223,652		$	15,093		$	(1	)	$	251,617
Total segment assets (2)	$	3,363,962	$	270,713		$	383,058		$	(322,886	)	$	3,694,847
(1) Reconciliation of segment profit to consolidated profit:	Segment profit								$	6,650
(2) Balances as of December 31, 2009	Unallocated items:
	Preferred dividends requirements, net of tax									12
	Net income applicable to common stock								$	6,638

Note 9 — Variable Interest Entities

Cleco reports its investments in VIEs in accordance with the authoritative accounting guidance. Cleco Corporation and Cleco Power report the investment in Oxbow on the equity method of accounting. Cleco Corporation reports the investment in Cajun on the equity method of accounting. Under the equity method, the assets and liabilities of these entities are reported as equity investment in investees on Cleco Corporation’s and Cleco Power’s Condensed Consolidated Balance Sheets. The revenue and expenses (excluding income taxes) of these entities are netted and reported as equity income or loss from investees on Cleco Corporation’s and Cleco Power’s Condensed Consolidated Statements of Income.

Prior to January 1, 2010, Cleco also reported its investment in Evangeline and certain other subsidiaries on the equity method of accounting. In compliance with recent authoritative accounting guidance, Cleco prospectively reconsolidated these subsidiaries on January 1, 2010. Beginning January 1, 2010, Evangeline’s and certain other subsidiaries’ assets, liabilities, revenues, expenses, and cash flows are prospectively presented on the corresponding line items of Cleco’s financial statements.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Consolidated VIEs

Evangeline

Based on an analysis using authoritative accounting guidance regarding consolidations in effect prior to January 1, 2010, Cleco determined it was not the primary beneficiary of Evangeline and used the equity method to account for its investment in the prior periods. Upon implementation of amended authoritative guidance regarding consolidations effective January 1, 2010, Cleco determined it was the primary beneficiary and began to prospectively consolidate Evangeline. Cleco’s determination was primarily based on Cleco’s ability to control Evangeline’s significant activities. Cleco recognized no gain or loss upon the consolidation of Evangeline.

Neither Evangeline’s creditors nor JPMVEC, a beneficial interest holder, have recourse to Cleco’s general credit, and there are no terms of agreement that could require Cleco to provide financial support to Evangeline.

The following tables contain summarized financial information for Evangeline.

(THOUSANDS)	AT MARCH 31, 2010		AT DECEMBER 31, 2009
Current assets	$	3,590	$	17,221
Accounts receivable - affiliate		4,060		3,518
Property, plant and equipment, net		182,354		183,208
Other assets		-		47,915
Total assets	$	190,004	$	251,862
Current liabilities		1,820		16,383
Accounts payable - affiliate		57,560		11,396
Long-term debt, net		-		153,564
Other liabilities		81,766		80,957
Member’s equity (deficit)		48,858		(10,438	)
Total liabilities and member’s equity	$	190,004	$	251,862

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009
Operating revenue	$	7,465		$	10,332
Operating expenses		3,251			10,313
Depreciation		1,399			1,381
Gain on toll settlement		148,402			-
Interest charges		2,817			4,204
Other expense		(2	)		(1,368	)
Income (loss) before taxes	$	148,398		$	(6,934	)

Cleco Corporation had posted a $15.0 million letter of credit on behalf of the Evangeline Tolling Agreement counterparty. The letter of credit could be drawn in the event Evangeline defaulted on the tolling agreement. In conjunction with the termination of the Evangeline Tolling Agreement in February 2010, this letter of credit is no longer outstanding. For more information regarding the Evangeline transaction, see Note 14 — “Evangeline Transactions.”

The changes in current assets, other assets, accounts payable – affiliate, current liabilities, and long-term debt from December 31, 2009 were primarily due to the effect of the termination of the tolling agreement and extinguishment of debt.

Evangeline had no restricted cash at March 31, 2010. Evangeline’s restricted cash at December 31, 2009, was $30.1 million. This cash was restricted under Evangeline’s Senior Secured bond indenture. As part of the termination of the Evangeline Tolling Agreement, the bonds were retired and the restriction on the cash was released.

Evangeline recorded income tax expense of $57.1 million for the three months ended March 31, 2010, compared to a benefit of $2.7 million for the three months ended March 31, 2009. The increase in tax expense is primarily due to the gain on the toll settlement.

Other Subsidiaries 100% owned by Cleco Corporation

The information for Perryville and Attala is aggregated because their method of operation, size, and risk are materially similar. Both entities own transmission assets, provide transmission services to one customer under a long-term contract at a FERC-approved cost of service rate, and are capitalized with 100% equity.

Based on an analysis using authoritative guidance regarding consolidations in effect prior to January 1, 2010, Cleco determined it was not the primary beneficiary of these entities and used the equity method to account for its investment in the prior periods. Upon implementation of amended authoritative guidance regarding consolidations effective January 1, 2010, Cleco determined it was the primary beneficiary and began to prospectively consolidate these two entities. Cleco’s determination was primarily based on Cleco’s ability to control Perryville and Attala’s significant activities. Cleco recognized no gain or loss upon the consolidation of Perryville and Attala.

Perryville and Attala’s creditors do not have recourse to Cleco’s general credit, and there are no terms of agreement that could require Cleco to provide financial support to Perryville and Attala.

The following tables contain summarized financial information for Perryville and Attala.

(THOUSANDS)	AT MARCH 31, 2010		AT DECEMBER 31, 2009
Current assets	$	1,582	$	1,196
Accounts receivable - affiliate		974		1,003
Other assets		13,956		13,999
Total assets	$	16,512	$	16,198
Current liabilities	$	49	$	6
Accounts payable - affiliate		89		205
Other liabilities		1,615		1,510
Member’s equity		14,759		14,477
Total liabilities and member’s equity	$	16,512	$	16,198

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010		2009
Operating revenue	$	487	$	491
Operating expenses		53		92
Interest income		23		-
Income before taxes	$	457	$	399

The transmission assets utilized by Perryville and Attala are accounted for as direct financing leases and are included in other assets in the summarized financial information above.

Perryville and Attala recorded income tax expense of $0.2 million for each of the three months ended March 31, 2010 and 2009.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Equity Method VIEs

Equity investment in investees at March 31, 2010, represents primarily Midstream’s $70.1 million investment in Cajun, owned 50% by APH and 50% by third parties. Equity investment in investees also represents a $12.9 million investment in Oxbow, owned 50% by Cleco Power and 50% by SWEPCO. Equity investments which are less than 100% owned by Cleco Innovations LLC represent less than $0.1 million of the total balance.

The following table presents the equity income (loss) from each investment accounted for using the equity method. For additional information regarding the balances for Cleco’s equity investments in Evangeline and certain other subsidiaries, see “Consolidated VIEs” above.

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010		2009
Cajun/Acadia	$	37,846	$	(5,216	)
Evangeline		-		(6,934	)
Subsidiaries 100% owned by Cleco Corporation		-		399
Subsidiaries less than 100% owned by Cleco Innovations		1		-
Total equity income (loss)	$	37,847	$	(11,751	)

Cajun/Acadia

In February 2009, Cleco Power announced that it had chosen the acquisition of 50% of the Acadia Power Station, or one of its two 580-MW units, as the lowest bid in its 2007 long-term RFP for capacity beginning in 2010. Cleco Power and the parties executed the definitive agreements in 2009, and received LPSC and FERC approvals for the transaction in January 2010 and February 2010, respectively. Beginning in January 2010, Acadia operated the plant and served Cleco Power under a tolling agreement covering 50% of the Acadia Power Station. The tolling agreement was approved by the LPSC in October 2009 and by FERC in December 2009. In February 2010, the transaction closed and the tolling agreement was terminated. In conjunction with this transaction, Acadia became 100% owned by Cajun, which is now 50% owned by APH and 50% owned by third parties. In connection with the Cleco Power transaction, Acadia agreed to indemnify Cleco Power and its affiliates against 100% of Acadia’s contingent obligations related to the transaction. For more information regarding the Acadia transaction, see Note 15 — “Acadia Transaction.”

At March 31, 2010, because Cajun was owned 50% by APH and 50% by third parties, APH was not the primary beneficiary, and Cajun was accounted for as an equity method investment. Cajun’s only asset is its 100% ownership interest in Acadia, causing Acadia to be a 50% indirect investment of APH at March 31, 2010, compared to a 50% direct investment of APH at December 31, 2009.

Cleco has determined that APH is not the primary beneficiary because it shares the power to control Cajun’s significant activities with third parties. Cleco’s assessment of its maximum exposure to loss related to Cajun at March 31, 2010, consisted of its equity investment of $70.1 million. The table below presents the components of Midstream’s equity investment in Cajun at March 31, 2010, compared to Midstream’s equity investment in Acadia at December 31, 2009.

INCEPTION TO DATE (THOUSANDS)	AT MARCH 31, 2010			AT DECEMBER 31, 2009
Contributed assets (cash and land)	$	281,956		$	275,956
Net income		181,046			143,200
Impairment of investment		(45,847	)		(45,847	)
Capitalized interest and other		19,722			19,722
Less: non-cash distribution		230,267			78,200
Less: cash distributions		136,464			136,464
Total equity investment in investee	$	70,146		$	178,367

Acadia received $6.0 million of cash contributions from APH in order to facilitate the pending sale to Entergy. Non-cash distributions include the $78.2 million distribution of the CES claim from Acadia to APH in 2007 and a $152.1 million distribution related to the assets acquired by Cleco Power. The cash distributions of $136.5 million were used to pay interest and repay principal on a loan from Cleco Corporation relating to this investment.

The following table compares the carrying amount of Cajun/Acadia’s assets and liabilities with Cleco’s maximum exposure to loss related to its investment in Cajun/Acadia.

(THOUSANDS)	AT MARCH 31, 2010			AT DECEMBER 31, 2009
Cajun/Acadia’s net assets/liabilities	$	192,543		$	408,985
Midstream’s 50% equity	$	96,271		$	204,492
Impairment of investment		(45,847	)		(45,847	)
Capitalized interest		19,722			19,722
Cleco’s maximum exposure to loss	$	70,146		$	178,367

The following tables contain summarized financial information for Cajun at March 31, 2010, compared to Acadia at December 31, 2009.

(THOUSANDS)	AT MARCH 31, 2010		AT DECEMBER 31, 2009
Current assets	$	6,348	$	10,800
Property, plant and equipment, net		203,298		403,622
Total assets	$	209,646	$	414,422
Current liabilities	$	3,660	$	5,437
Other liabilities		13,443		-
Partners’ capital		192,543		408,985
Total liabilities and partners’ capital	$	209,646	$	414,422

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010		2009
Operating revenue	$	3,764	$	4,204
Operating expenses		10,163		12,194
Gain on sales of assets		82,039		-
Other income (expense)		52		(2,441	)
Income (loss) before taxes	$	75,692	$	(10,431	)

Other liabilities at March 31, 2010, represent a contingent obligation related to the Cleco Power transaction.

Income taxes recorded on APH’s financial statements related to Midstream’s 50% ownership interest in Cajun/Acadia were $14.3 million of expense and a $2.6 million benefit for the three months ended March 31, 2010, and 2009, respectively. The increase in income taxes is due to the gain on sales of assets.

In October 2009, Acadia and Entergy Louisiana announced that definitive agreements had been executed

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

whereby Entergy Louisiana would acquire 50% of Acadia or one of its two 580-MW units. The carrying value of this unit and the related material and supplies inventory are considered assets held for sale on Acadia’s financial statements. No gain or loss has been recorded, as the fair value less the costs to sell is greater than the carrying value, and the transaction has not yet been completed. The transaction is anticipated to be completed in late 2010 or early 2011. When the Entergy Louisiana transaction is completed, Acadia will no longer own any materials and supply inventory, property, plant and equipment, or land. Acadia has therefore met the definition of discontinued operations. After the Entergy transaction is completed, ongoing operations will be minimal, related only to the previously established receivables and payables and servicing of indemnities.

The interim power purchase agreement associated with this transaction originally scheduled to begin in May 2010, is now anticipated to begin in June 2010, pending additional regulatory approval. Cleco Power expects to continue to operate both units at Acadia after the Entergy Louisiana transaction is completed.

In connection with the Entergy transaction, Acadia and APH has agreed to indemnify, upon the closing of the transaction, the third party owners of Cajun and their affiliates against their share of Acadia’s contingent obligations related to the transaction. For additional information on the Entergy indemnification, see Note 10 — “Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Disclosures about Guarantees.”

Oxbow

Since Oxbow is owned 50% by Cleco Power and 50% by SWEPCO, Cleco Power is not the primary beneficiary, and Oxbow is accounted for as an equity method investment. Cleco Power is not the primary beneficiary because it shares the power to control Oxbow’s significant activities with SWEPCO. Cleco’s current assessment of its maximum exposure to loss related to Oxbow at March 31, 2010, consists of its equity investment of $12.9 million. The table below presents the components of Cleco Power’s equity investment in Oxbow.

INCEPTION TO DATE (THOUSANDS)	AT MARCH 31, 2010		AT DECEMBER 31, 2009
Purchase price	$	12,873	$	12,873
Total equity investment in investee	$	12,873	$	12,873

The following table compares the carrying amount of Oxbow’s assets and liabilities with Cleco’s maximum exposure to loss related to its investment in Oxbow.

(THOUSANDS)	AT MARCH 31, 2010		AT DECEMBER 31, 2009
Oxbow’s net assets/liabilities	$	25,746	$	25,746
Cleco Power’s 50% equity	$	12,873	$	12,873
Cleco’s maximum exposure to loss	$	12,873	$	12,873

The following tables contain summarized financial information for Oxbow.

(THOUSANDS)	AT MARCH 31, 2010		AT DECEMBER 31, 2009
Current assets	$	997	$	976
Property, plant and equipment, net		24,822		24,770
Total assets	$	25,819	$	25,746
Current liabilities	$	73	$	-
Partners’ capital		25,746		25,746
Total liabilities and partners’ capital	$	25,819	$	25,746

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010		2009
Operating revenue	$	94	$	-
Operating expenses		94		-
Income before taxes	$	-	$	-

Oxbow has no third party agreements, guarantees, or other third party commitments that contain obligations affecting Cleco Power’s investment in Oxbow.

Note 10 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees

Litigation

On June 22, 2005, the City of Alexandria, Louisiana (the City), a current wholesale municipal customer of Cleco Power, filed a lawsuit in Ninth Judicial District Court against Cleco Corporation, Cleco Power, and certain other subsidiaries. The lawsuit alleged unspecified damages as a result of certain sales made to the City, revenue derived by Cleco using the City’s power generating facilities under contracts with the City, and other alleged improper conduct, including, without limitation, allegations that Cleco fraudulently mishandled the management of the City’s power requirements under the contracts. The lawsuit was removed to the U.S. District Court for the Western District of Louisiana. On February 23, 2010, the Alexandria City Council approved a settlement of the case, which included a $3.0 million litigation expense reimbursement to the City and a new five-year, energy-only power supply agreement with Cleco Power. The supply agreement may be extended, at Cleco Power’s option, for two additional one-year terms. If the City performs its obligations under the new power supply agreement, then Cleco Power will pay a one-time $6.5 million performance bonus at the end of the five-year term to the City. The court dismissed the case with prejudice on February 24, 2010.

In October 2007, Cleco received a Special Notice for Remedial Investigation and Feasibility Study from the EPA. The special notice requested that Cleco Corporation and Cleco Power, along with many other listed potentially responsible parties, enter into negotiations with the EPA for the performance of a Remedial Investigation and Feasibility Study at an area known as the Devil’s Swamp Lake just northwest of Baton Rouge, Louisiana. The EPA has identified Cleco as one of many companies sending PCB wastes for disposal to the site. The Devil’s Swamp Lake site has been proposed to be added to the National Priorities List (NPL) based on the release of PCBs to fisheries and wetlands located on the site. The EPA

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

has yet to make a final determination on whether to add Devil’s Swamp Lake to the NPL. The EPA and a number of PRPs met in January 2008, for an organizational meeting to discuss the background of the site. The PRPs began discussing a potential proposal to the EPA in February 2008. Negotiations among the PRPs and the EPA are ongoing in regard to the remedial investigation and feasibility study at the Devil’s Swamp site, with little progress having been made since the January 2008 meeting. The PRPs alleged to have disposed PCBs at the site have proposed a tentative cost sharing formula with the facility owner to fund the remedial investigation. The response to the proposal has been pending for months. Since this investigation is in the preliminary stages, management is unable to determine whether the costs associated with possible remediation of the facility site will have a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows.

On December 11, 2009, a complaint was filed in the U.S. District Court for the Western District of Louisiana on behalf of eight current employees and four former employees alleging that Cleco discriminated against each of them on the basis of race. Each is seeking various remedies provided under applicable statutes prohibiting racial discrimination in the workplace, and together, the plaintiffs seek monetary compensation exceeding $35.0 million. Management believes this lawsuit will not have a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows.

On March 9, 2010, a complaint was filed in the 27 th Judicial District Court of St. Landry Parish, State of Louisiana, on behalf of three Cleco Power customers in Opelousas, Louisiana. The complaint alleges that Cleco Power overcharged the plaintiffs by applying to customers in Opelousas the same retail rates as Cleco Power applies to all of its retail customers. The plaintiffs allege that Cleco Power should have established, solely for customers in Opelousas, retail rates that are separate and distinct from the retail rates that apply to other customers of Cleco Power and that Cleco Power should not collect from customers in Opelousas the storm surcharge approved by the LPSC following Hurricanes Katrina and Rita. Cleco Power currently operates in Opelousas pursuant to a franchise granted to Cleco Power by the city of Opelousas in 1986 and an Operating and Franchise Agreement dated May 14, 1991, pursuant to which Cleco Power operates its own electric facilities and leases and operates electric facilities owned by the city of Opelousas. In April 2010, Cleco Power filed a petition with the LPSC appealing to its expertise in declaring that the ratepayers of Opelousas have been properly charged the rates that are applicable to Cleco Power’s retail customers and that no overcharges have been collected. In addition, Cleco Power removed the purported class action lawsuit filed on behalf of Opelousas electric customers from state to the U.S. District Court for the Western District of Louisiana, so that it could be properly addressed under the terms of the Class Action Fairness Act. Management believes that this lawsuit will not have a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows.

Cleco is involved in regulatory, environmental, and legal proceedings before various courts, regulatory commissions, and governmental agencies regarding matters arising in the ordinary course of business. Some of these proceedings, such as fuel review and environmental issues, could involve substantial amounts. Management regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. Management believes the disposition of these matters will not have a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows.

Off-Balance Sheet Commitments

Cleco Corporation and Cleco Power have entered into various off-balance sheet commitments, in the form of guarantees and standby letters of credit, in order to facilitate their activities and the activities of Cleco Corporation’s subsidiaries and equity investees (affiliates). Cleco Corporation and Cleco Power also have agreed to contractual terms that require them to pay third parties if certain triggering events occur. These contractual terms generally are defined as guarantees in the authoritative guidance.

Cleco Corporation entered into these off-balance sheet commitments in order to entice desired counterparties to contract with its affiliates by providing some measure of credit assurance to the counterparty in the event Cleco’s affiliates do not fulfill certain contractual obligations. If Cleco Corporation had not provided the off-balance sheet commitments, the desired counterparties may not have contracted with Cleco’s affiliates, or may have contracted with them at terms less favorable to its affiliates.

The off-balance sheet commitments are not recognized on Cleco Corporation’s Condensed Consolidated Balance Sheets because it has been determined that Cleco’s affiliates are able to perform these obligations under their contracts and that it is not probable that payments by Cleco will be required. These commitments do not reduce borrowings available to Cleco Corporation under its credit facility pursuant to the terms of the credit facility. However, in the future, these commitments could reduce the available borrowings. Cleco’s off-balance sheet commitments as of March 31, 2010, are summarized in the following table, and a discussion of the off-balance sheet commitments follows the table. The discussion should be read in conjunction with the table to understand the impact of the off-balance sheet commitments on Cleco’s financial condition.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

			AT MARCH 31, 2010
	FACE				NET
(THOUSANDS)	AMOUNT		REDUCTIONS		AMOUNT
Cleco Corporation
Guarantee issued to Entergy companies for performance obligations of Perryville	$	177,400	$	135,000	$	42,400
Guarantee issued to Entergy Mississippi on behalf of Attala		500		-		500
Guarantee to Cleco Power on behalf of Acadia		6,750		-		6,750
Cleco Power
Obligations under standby letter of credit issued to the Louisiana Department of Labor		3,725		-		3,725
Total	$	188,375	$	135,000	$	53,375

Cleco Corporation provided a limited guarantee and an indemnification to Entergy Louisiana and Entergy Gulf States for Perryville’s performance, indemnity, representation, and warranty obligations under the Sale Agreement, the Power Purchase Agreement, and other ancillary agreements related to the sale of the Perryville facility. As of March 31, 2010, the aggregate guarantee of $177.4 million is limited to $42.4 million due to the performance of some of the underlying obligations that were guaranteed. Management believes it is unlikely that Cleco Corporation will have any other liabilities which would give rise to indemnity claims. The discounted probability-weighted liability under the guarantees and indemnifications as of March 31, 2010, was $0.3 million.

In January 2006, Cleco Corporation provided a $0.5 million guarantee to Entergy Mississippi for Attala’s obligations under the Interconnection Agreement. This guarantee will be effective through the life of the agreement.

The State of Louisiana allows employers of certain financial net worth to self-insure their workers’ compensation benefits. Cleco Power has a certificate of self-insurance from the Louisiana Office of Workers’ Compensation and is required to post a $3.7 million letter of credit, an amount equal to 110% of the average losses over the previous three years, as surety.

Disclosures about Guarantees

In February 2010, Cleco Power acquired one of Acadia’s two 580-MW units and 50% of related common facilities. Acadia provided limited guarantees and indemnifications to Cleco Power under the Master Reorganization and Redemption Agreement. Acadia recorded an indemnification liability and a corresponding reduction of the gain of $13.5 million which represents the fair value of these indemnifications. In a related agreement, APH agreed to accept 50% of Acadia’s indemnification liability that would be held by the third parties who indirectly own 50% of Acadia in return for $6.8 million

received from the third parties. The $6.8 million was recorded as an indemnification liability by APH. Events that would require payments to Cleco Power pursuant to the indemnity include, but are not limited to:

§	Environmental costs that were caused by events occurring before the transaction;

§	Claims against Cleco Power for liabilities retained by Acadia;

§	Certain defects of the unit that are discovered prior to September 30, 2010; and

§	Breach of fundamental representations of Acadia, such as legal existence, clear ownership of the unit and valid authorization to dispose of the unit.

Acadia and APH will be released from the underlying liabilities either through expiration of the contractual life or through a reduction in the probability of a claim arising. The indemnification obligation is expected to have a term of approximately three years, which reflects both contractual expiration of the underlying indemnifications and management’s assumptions about the decreasing probability of a payment due to the passage of time. After the three-year period, a residual value of less than $0.1 million will remain. At March 31, 2010, the liability recognized represents the risk of payment.

As part of the Lignite Mining Agreement amended in 2009, Cleco Power and SWEPCO, joint owners of Dolet Hills, have agreed to pay the lignite miner’s loan and lease principal obligations when due, if the lignite miner does not have sufficient funds or credit to pay. Any amounts paid on behalf of the miner would be credited by the lignite miner against the next invoice for lignite delivered. At March 31, 2010, Cleco Power had a liability of $3.8 million related to the amended agreement. The maximum projected payment by Cleco Power under this guarantee is estimated to be $72.5 million; however, the Amended Lignite Mining Agreement does not contain a cap. The projection is based on the forecasted loan and lease obligations to be incurred by DHLC, primarily for purchases of equipment. Cleco Power has the right to dispute the incurrence of loan and lease obligations through the review of the mining plan before the incurrence of such loan and lease obligations. The lignite mining contract is in place until 2026 and does not affect the amount Cleco Corporation can borrow under is credit facility.

The following table summarizes the expected termination dates of the off-balance sheet commitments, guarantees, and standby letter of credit discussed above:

							AT MARCH 31, 2010
			AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
	NET								MORE
	AMOUNT		LESS THAN						THAN
(THOUSANDS)	COMMITTED		ONE YEAR		1-3 YEARS		3-5 YEARS		5 YEARS
Off-balance sheet commitments	$	42,900	$	-	$	-	$	-	$	42,900
Guarantees		6,750		2,036		4,714		-		-
Standby letter of credit		3,725		3,725		-		-		-
Total commercial commitments	$	53,375	$	5,761	$	4,714	$	-	$	42,900

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

In its bylaws, Cleco Corporation has agreed to indemnify directors, officers, agents and employees who are made a party to a pending or completed suit, arbitration, investigation, or other proceeding whether civil, criminal, investigative or administrative, if the basis of inclusion arises as the result of acts conducted in the discharge of their official capacity. Cleco Corporation has purchased various insurance policies to reduce the risks associated with the indemnification. In its Operating Agreement, Cleco Power provides for the same indemnification as described above with respect to its managers, officers, agents, and employees.

Generally, neither Cleco Corporation nor Cleco Power has recourse that would enable them to recover amounts paid under their guarantee or indemnification obligations. The one exception is the insurance contracts associated with the indemnification of directors, managers, officers, agents, and employees. There are no assets held as collateral for third parties that either Cleco Corporation or Cleco Power could obtain and liquidate to recover amounts paid pursuant to the guarantees.

Other Contingencies

General Electric Equipment Services Corporation

Cleco Power has entered into an operating lease agreement with General Electric Equipment Services Corporation for leasing railcars in order to transport coal to Rodemacher Unit 2. The lease contains a provision for early termination, along with an associated termination fee. The termination provision can only be exercised in December 2010. If exercised by Cleco Power, the termination fee would be approximately $1.3 million. At this time, Cleco Power has no plans to early terminate this lease, which expires in March 2017.

Fuel Transportation Agreement

Cleco Power has entered into an agreement that meets the accounting definition of a capital lease for barges in order to transport petroleum coke and limestone to Rodemacher Unit 3. The 42 dedicated barges were delivered in January and February 2009.

The lease rate contains a fixed fee of $225 per day per barge and a variable component of $75 adjusted by Producer Price Index (PPI) annually for executory costs. If the barges are idle, the lessor is required to attempt to sublease the barges to third parties, with the revenue reducing Cleco Power’s lease payment. During the three months ended March 31, 2010, Cleco Power paid approximately $1.2 million in lease payments and did not receive any revenue from subleases.

The initial term of this agreement is five years and unless renewed, the agreement will terminate on December 31, 2013. Cleco Power has an option to renew this agreement for a second five-year term in full or in part and, at its option, purchase any or all of the dedicated barges. If Cleco Power does not renew this agreement for the renewal term, then the lessor has the option to require Cleco Power to purchase any or all of the barges. If Cleco Power purchases the barges on December 31, 2013, the purchase price of all 42 barges will be $21.7 million. This agreement contains a provision for early termination upon the occurrence of any one of four cancellation events.

The following is an analysis of the leased property under capital leases by major classes:

	AT MARCH 31,		AT DECEMBER 31,
CLASSES OF PROPERTY (THOUSANDS)	2010		2009
Barges	$	22,050	$	22,050
Other		555		555
Total capital leases		22,605		22,605
Less: accumulated amortization		3,116		2,537
Net capital leases	$	19,489	$	20,068

The amount listed as Other in the chart above includes a capital lease agreement for miscellaneous equipment by Cleco Power. This lease terminates on December 31, 2010.

The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of March 31, 2010.

(THOUSANDS)
Nine months ending December 31, 2010	$	3,577
Years ending December 31,
2011		4,622
2012		4,634
2013		4,622
2014		4,622
2015		4,621
Thereafter		13,877
Total minimum lease payments	$	40,575
Less: executory costs		10,269
Net minimum lease payments	$	30,306
Less: amount representing interest		9,816
Present value of net minimum lease payments	$	20,490
Current liabilities	$	1,641
Non-current liabilities	$	18,849

During the three months ended March 31, 2010, Cleco Power incurred immaterial amounts of contingent rent related to the increase in the PPI.

Rodemacher Unit 3

In August 2005, Cleco Power entered into an EPC contract with Shaw to construct Rodemacher Unit 3. Cleco Power began construction of Rodemacher Unit 3 in May 2006. In May 2006, Cleco Power and Shaw entered into an Amended EPC Contract, which has subsequently been amended by the parties. Various claims remain in dispute resolution between Cleco Power and Shaw, including claims for force majeure related costs, which have been agreed upon as not to exceed $24.0 million less a settlement credit of $6.0 million, plus various outstanding claims totaling approximately $1.3 million relating to fuel moisture, water and steam quality, and slope failure. In addition to these claims, Shaw is seeking recovery of the $18.2 million of liquidated damages. Shaw also notified Cleco that a future claim will be submitted for costs incurred after substantial completion through final acceptance. The Registrants do not believe the resolution of these claims will

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

have a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows.

Acadia Transactions

In February 2009, Cleco Power announced that it had chosen the acquisition of 50% of the Acadia Power Station, or one of its two 580-MW units, as the lowest bid in its 2007 long-term RFP for capacity beginning in 2010. Cleco Power now owns and operates one unit and operates the other 580-MW unit on behalf of Acadia or a future owner. Beginning in January 2010, Acadia operated the plant and served Cleco Power under a tolling agreement covering 50% of the Acadia Power Station. In February 2010, the transaction closed and the tolling agreement was terminated. For more information regarding the Cleco Power transaction, see Note 15 — “Acadia Transaction.”

In October 2009, Acadia and Entergy Louisiana announced that definitive agreements had been executed whereby Entergy Louisiana would acquire 50% of the Acadia Power Station, or one of its two 580-MW units. The transaction is anticipated to be completed in late 2010 or early 2011. The interim power purchase agreement associated with this transaction originally scheduled to begin in May 2010, is now anticipated to begin in June 2010, pending additional regulatory approval. The asset sale requires regulatory approval. Cleco Power will continue to operate both units at Acadia after the Entergy Louisiana transaction is completed. In connection with this transaction and in exchange for reasonable consideration, APH has agreed to indemnify, upon the closing of this transaction, Cajun and its affiliates against 100% of Acadia’s liabilities and other obligations related to the Entergy Louisiana transaction.

Other

Cleco has accrued for liabilities to third parties and employee medical benefits.

Risks and Uncertainties

Cleco Corporation

Cleco Corporation could be subject to possible adverse consequences if Cleco’s counterparties fail to perform their obligations or if Cleco Corporation or its affiliates are not in compliance with loan agreements or bond indentures.

Evangeline Tolling Agreement

JPMorgan Chase & Co. guarantees JPMVEC’s obligations under the Evangeline 2010 Tolling Agreement. For additional information regarding the new tolling agreement, see Note 14 — “Evangeline Transactions.”

Other

Changes in the regulatory environment or market forces could cause Cleco to determine its assets have suffered an other-than-temporary decline in value, whereby an impairment would be required to be taken and Cleco’s financial condition could be materially adversely affected.

Cleco Power

Cleco Power supplies the majority of its customers’ electric power requirements from its own generation facilities. In addition to power obtained from power purchase agreements, Cleco Power purchases power from other utilities and marketers to supplement its generation at times of relatively high demand or when the purchase price of power is less than its own cost of generation. Due to its location on the transmission grid, Cleco Power relies on two main suppliers of electric transmission when accessing external power markets. At times, constraints limit the amount of purchased power these transmission providers can deliver into Cleco Power’s service territory.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. Recent market conditions have limited the availability and have increased the costs of capital for many companies. The inability to raise capital on favorable terms could negatively affect Cleco Power’s ability to maintain and expand its businesses. After assessing the current operating performance, liquidity, and credit ratings of Cleco Power, management believes that Cleco Power will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. In November 2009, Moody’s downgraded Cleco Power’s credit rating by one level. This downgrade placed Cleco Power’s credit rating at Moody’s at a similar level to Cleco Power’s credit rating at Standard & Poor’s. Cleco Power pays fees and interest under its bank credit agreements based on the highest rating held. If Cleco Power’s credit ratings were to be downgraded by Moody’s and Standard & Poor’s, Cleco Power would be required to pay additional fees and higher interest rates under its bank credit agreements. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit ratings were to be downgraded by Moody’s or Standard & Poor’s, Cleco Power would be required to pay additional collateral for derivatives.

In August 2005, Cleco Power entered into an EPC contract with Shaw to construct Rodemacher Unit 3. In May 2006,

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Cleco Power and Shaw entered into an Amended EPC Contract. Under the terms of the Amended EPC Contract until final acceptance of Rodemacher Unit 3, in the event Cleco Power does not maintain a senior unsecured credit rating of either: (i) Baa3 or better from Moody’s or (ii) BBB- or better from Standard & Poor’s, Cleco Power will be required to provide a letter of credit to Shaw in the amount of $20.0 million. In the event of further downgrade to both of its credit ratings to: (i) Ba2 or below from Moody’s, and (ii) BB or below from Standard & Poor’s, Cleco Power will be required to provide an additional $15.0 million letter of credit to Shaw.

Note 11 — LPSC Fuel Audit

The LPSC Fuel Adjustment Clause General Order issued November 6, 1997, in Docket No. U-21497 provides that an audit of fuel adjustment clause filings will be performed not less than every other year. Cleco Power’s last fuel audit was for the years 2001 and 2002. Cleco Power currently has fuel adjustment clause filings for 2003 through 2008 subject to audit. In July 2006, the LPSC informed Cleco Power that it was planning to conduct a periodic fuel audit that included fuel adjustment clause filings for January 2003 through December 2004. In March 2009, the LPSC indicated its intent to proceed with the audit of fuel adjustment clause filings for the years 2003 through 2008. The total amount of fuel expense included in the audit is approximately $3.2 billion. Cleco Power responded to the first set of data requests from the LPSC in the first quarter of 2010. These responses are currently under review by the LPSC. Cleco Power could be required to make a substantial refund of previously recorded revenue as a result of these audits, and such refund could result in a material adverse effect on the Registrants’ results of operations, financial condition, and cash flows.

Note 12 — Affiliate Transactions

Cleco has affiliate balances that were not eliminated as of March 31, 2010. The balances were not eliminated due to the use of the equity method of accounting for Acadia. For information on the Acadia equity investments, see Note 9 — “Variable Interest Entities.” At March 31, 2010, the receivable from Acadia was $0.6 million.

Cleco Power has affiliate balances that are payable to or due from its affiliates. At March 31, 2010, the payable to Support Group was $6.1 million, the payable to Cleco Corporation was $0.9 million, and the payable to other affiliates was less than $0.1 million. Also, at March 31, 2010, the receivable from Cleco Corporation was $4.7 million, the receivable from Support Group was $2.1 million, the receivable from Acadia was $0.3 million, and the receivable from other affiliates was $0.1 million.

Note 13 — Intangible Asset

During 2008, Cleco Katrina/Rita acquired a $177.5 million intangible asset which includes $176.0 million for the right to bill and collect storm recovery charges from customers of Cleco Power and $1.5 million of financing costs. This intangible asset is expected to have a life of 12 years, but could have a life of up to 15 years depending on the time period required to collect the required amount from Cleco Power’s customers. The intangible asset’s expected amortization expense is based on the estimated collections from Cleco Power’s customers. At the end of its life, this asset will have no residual value. During the three months ended March 31, 2010, and 2009, Cleco Katrina/Rita recognized amortization expense of $2.9 million and $2.6 million, respectively, based on actual collections. The tables below provide additional information about this intangible asset.

(THOUSANDS)	AT MARCH 31, 2010
Gross carrying amount		$	177,537
Accumulated amortization			23,318
Intangible asset		$	154,219

(THOUSANDS)
Expected amortization expense
For the nine months ending December 31, 2010	$	8,692
For the twelve months ending December 31, 2011	$	12,466
For the twelve months ending December 31, 2012	$	13,309
For the twelve months ending December 31, 2013	$	14,174
For the twelve months ending December 31, 2014	$	14,837
Thereafter	$	90,741

Note 14 — Evangeline Transactions

On February 22, 2010, Evangeline and JPMVEC entered into the Evangeline Restructuring Agreement whereby the parties agreed to terminate the existing Evangeline Tolling Agreement and entered into the Evangeline 2010 Tolling Agreement, effective March 1, 2010. The other significant terms of the Evangeline Restructuring Agreement are:

The tolling agreement is a market-based tolling agreement, for Evangeline’s generating Units 6 and 7, ending December 31, 2011, with an option for JPMVEC to extend the term through December 31, 2012. The agreement also gives Evangeline the right to terminate its Unit 6 obligations prior to the expiration of the term;

§	$126.6 million of Evangeline’s 8.82% Senior Secured bonds due 2019, owned by JPMVEC, were transferred to Evangeline and subsequently retired; and $5.3 million of accrued interest associated with the bonds transferred to Evangeline was eliminated;

§	JPMVEC paid Evangeline $56.7 million;

§	JPMVEC returned Cleco Corporation’s $15.0 million letter of credit issued under the Evangeline Tolling Agreement and the letter of credit was terminated; and

§	Evangeline recorded a gain of $148.4 million.

The termination of the Evangeline Tolling Agreement was considered a termination of an operating lease and a triggering event requiring an asset impairment analysis. Management completed an asset impairment analysis on Evangeline’s assets and related CLE Intrastate assets resulting in no impairment.

Under the terms of the Evangeline Restructuring Agreement, Evangeline issued an irrevocable redemption notice to

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

call the remaining $35.2 million of 8.82% Senior Secured bonds outstanding pursuant to their terms on February 25, 2010, and paid the debtholders $1.5 million of accrued interest and a $10.2 million make-whole payment. As a result of the debt retirement, Evangeline expensed $2.1 million in unamortized debt issuance costs associated with the Evangeline bonds. The Evangeline bonds were non-recourse to Cleco Corporation and redemption of the bonds was permitted under Cleco Corporation’s revolving credit facility. Upon the redemption of the bonds, $30.1 million of restricted cash was released to Evangeline.

The impacts of these transactions are reflected in the Midstream segment, which includes Evangeline. In accordance with the authoritative guidance, effective January 1, 2010, the financial results for Evangeline are no longer presented as equity income (loss), but presented in the corresponding line items in the consolidated financials of Midstream.

Note 15 — Acadia Transaction

On February 23, 2010, Cleco Power completed the acquisition of one of Acadia’s two 580-MW units, the related materials and supplies, and half of its common facilities. The significant terms of the transaction are:

§	Cleco Power acquired one of Acadia’s two 580-MW units, the related materials and supplies, and half of the common facilities for $304.0 million;

§	Cleco Power recognized $78.4 million of deferred taxes on the transaction. For more information on the deferred taxes, see Note 7 — “Income Taxes;”

§	Acadia recognized a gain of $82.0 million;

§	APH received $6.8 million from third parties in return for APH’s indemnification against the third parties 50% share of Acadia’s liabilities and other obligations related to the Cleco Power transaction;

§	Cleco Power and the parties executed the definitive agreements in 2009, and received LPSC and FERC approvals for the transaction in January 2010 and February 2010, respectively; and

§	Cleco Power owns and operates the unit, and operates the other unit on behalf of Acadia or a future owner.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in combination with the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and Cleco Corporation and Cleco Power’s Condensed Consolidated Financial Statements contained in this Form 10-Q. The information included therein is essential to understanding the following discussion and analysis. Below is information concerning the consolidated results of operations of Cleco for the three months ended March 31, 2010, and March 31, 2009.

OVERVIEW

Cleco is a regional energy services holding company that conducts substantially all of its business operations through its two primary subsidiaries:

§	Cleco Power, an integrated electric utility services company regulated by the LPSC, FERC, and other regulators, which serves approximately 277,000 customers across Louisiana and also engages in energy management activities; and

§	Midstream, a merchant energy company regulated by FERC, which owns and operates Evangeline and also owns a 50 percent indirect interest in Acadia.

Health Care Legislation

Cleco Power

Many factors affect Cleco Power’s primary business of selling electricity. These factors include the presence of a stable regulatory environment, which can impact cost recovery and return on equity, as well as the recovery of costs related to growing energy demand and rising fuel prices; the ability to increase energy sales while containing costs; and the ability to meet increasingly stringent regulatory and environmental standards.

In October 2009, the LPSC approved Cleco Power’s new retail rate plan, which included a target return on equity of 10.7%, including returning to retail customers 60% of retail earnings between 11.3% and 12.3% and all retail earnings over 12.3%. These new rates became effective February 12, 2010, the commencement of commercial operations at Rodemacher Unit 3.

On February 23, 2010, Cleco Power completed its acquisition of 50% of the Acadia Power Station, or one of its two 580-MW units, from Acadia. The transaction received approvals from the LPSC and FERC in January 2010 and February 2010, respectively. Cleco Power owns and operates the acquired unit and operates the other 580-MW unit on behalf of Acadia or a future owner as described further under “— Midstream.”

Other key initiatives that Cleco Power is currently working on include the Acadiana Load Pocket, Advanced Metering Infrastructure, and the Teche Blackstart Project. A brief discussion of these projects is discussed below. For additional information, see “— Financial Condition — Liquidity and Capital Resources — Regulatory Matters — Acadiana Load

Pocket, Advanced Metering Infrastructure, and Teche Blackstart Project.”

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Acadiana Load Pocket

In September 2008, Cleco Power entered into an agreement with two other utilities to upgrade interconnected transmission systems in south Louisiana. The project received LPSC and SPP approval in February 2009. The joint project includes expanding and upgrading the electric transmission infrastructure in south central Louisiana in an area know as the “Acadiana Load Pocket.” Cleco Power’s portion of the cost is approximately $150.0 million, including AFUDC. Upgrading the interconnected transmission system is expected to increase capacity, reduce transmission constraints, and improve electric service for customers served by all three utilities. The project is expected to be completed in 2012.

Advanced Metering Infrastructure

Cleco Power applied for a grant in August 2009 under the DOE’s small-grant process, which caps awards at $20.0 million. In October 2009, the DOE notified Cleco Power that it had been selected to receive a $20.0 million grant to implement smart-grid technology for all of its customers. On May 3, 2010, Cleco Power accepted the terms of the $20.0 million grant from the DOE. Cleco Power estimates the project will cost $73.0 million, with the DOE grant providing $20.0 million toward the project and Cleco Power providing the remaining $53.0 million. The grant program is a part of the American Recovery and Reinvestment Act of 2009, an economic stimulus package passed by Congress in February 2009. Smart-grid technology includes the installation of “smart electric meters” that enable two-way communication capabilities between a home or business and a utility company. In April 2010, Cleco Power received board approval for the project conditioned upon approval by the LPSC. Cleco Power expects to file an application with the LPSC during the second quarter of 2010 and will request expedited approval prior to the end of 2010. Upon approval from the LPSC, Cleco Power expects to complete the project by the first quarter of 2013. If Cleco Power does not receive LPSC approval, the project will be re-evaluated at that time.

Teche Blackstart Project

In January 2009, Cleco Power filed an application with the LPSC to improve its blackstart process by purchasing a 33-MW gas turbine to be sited at Teche Power Station. The purpose of the project is to allow Cleco Power to return its generation system to service more efficiently than is currently possible in the event of a total system shutdown. The LDEQ issued an air permit in November 2009 and the LPSC application was approved in December 2009. Cleco Power estimates the project will cost $31.0 million, which includes the necessary upgrades to allow the purchased unit to also function as a generation resource suitable for peaking capacity. The project is expected to be completed in the second quarter of 2011.

Midstream

Acadia

On February 23, 2010, Acadia completed its disposition of 50% of the Acadia Power Station, or one of its two 580-MW units, to Cleco Power for $304.0 million. Cleco Power operates the unit it acquired as well as Acadia’s other 580-MW unit as described above under “— Cleco Power.”

In October 2009, Acadia and Entergy Louisiana announced that definitive agreements had been executed whereby Entergy Louisiana would purchase the remaining 50% of the Acadia Power Station, consisting principally of the other 580-MW unit. The transaction is anticipated to be completed in late 2010 or early 2011. The interim power purchase agreement associated with this transaction originally scheduled to begin in May 2010, is now anticipated to begin in June 2010, pending additional regulatory approval. The asset sale requires regulatory approval. Cleco Power expects to continue to operate both units at Acadia after the Entergy Louisiana transaction is completed.

Evangeline

On February 22, 2010, Evangeline and JPMVEC entered into the Evangeline Restructuring Agreement whereby the parties agreed to terminate the existing Evangeline Tolling Agreement and enter into the Evangeline 2010 Tolling Agreement, effective March 1, 2010. For additional information on the Evangeline Restructuring Agreement, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Evangeline Transactions.”

In accordance with authoritative accounting guidance, Cleco was required to reconsolidate Evangeline with its condensed consolidated financial statements and discontinue reporting its investment in Evangeline on the equity method of accounting. As a result, effective January 1, 2010, the assets and liabilities of Evangeline are no longer represented by one line item corresponding to Cleco's equity investment in Evangeline but instead are being reported in the corresponding line items in the consolidated financial statements of Midstream. Effective January 1, 2010, Evangeline revenue and expenses are being reported in various line items, as compared to prior year results being netted and reported on one line item as equity income from investees on Cleco Corporation's Condensed Consolidated Statements of Income. For additional information on the reconsolidation of Evangeline, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 2 — Recent Authoritative Guidance.”

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Comparison of the Three Months Ended March 31, 2010, and 2009

Cleco Consolidated

			FOR THE THREE MONTHS ENDED MARCH 31,
						FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2010		2009			VARIANCE			CHANGE
Operating revenue, net	$	272,287	$	212,936		$	59,351			27.9	%
Operating expenses		216,386		195,698			(20,688	)		(10.6	)%
Operating income	$	55,901	$	17,238		$	38,663			224.3	%
Allowance for other funds used during construction	$	9,805	$	16,991		$	(7,186	)		(42.3	)%
Equity income (loss) from investees	$	37,847	$	(11,751	)	$	49,598			422.1	%
Gain on toll settlement	$	148,402	$	-		$	148,402			-
Interest charges	$	22,435	$	15,103		$	(7,332	)		(48.5	)%
Federal and state income taxes	$	79,866	$	1,326		$	(78,540	)		*
Net income applicable to common stock	$	149,958	$	6,638		$	143,320			*
*Not meaningful

Consolidated net income applicable to common stock increased $143.3 million in the first quarter of 2010 compared to the first quarter of 2009 primarily due to increased Midstream, Cleco Power, and corporate earnings.

Operating revenue, net increased $59.4 million, or 27.9%, in the first quarter of 2010 compared to the first quarter of 2009 largely as a result of higher base revenue at Cleco Power.

Operating expenses increased $20.7 million, or 10.6%, in the first quarter of 2010 compared to the first quarter of 2009 primarily due to higher volumes of fuel used for electric generation and higher depreciation expense at Cleco Power.

Allowance for other funds used during construction decreased $7.2 million, or 42.3%, in the first quarter of 2010 compared to the first quarter of 2009 primarily due to the cessation of AFUDC accruals related to the completion of construction activity at Rodemacher Unit 3. Rodemacher Unit 3 commenced commercial operation on February 12, 2010.

Equity income from investees increased $49.6 million, or 422.1%, in the first quarter of 2010 compared to the first quarter of 2009 primarily due to increased equity earnings at APH primarily from the recognition of a $41.0 million gain from the acquisition of one of Acadia’s two 580-MW units, the related materials and supplies, and half of its common facilities by Cleco Power. For additional information on Acadia, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 9 — Variable Interest Entities and Note 15 — Acadia Transaction.” Also contributing to the increase was the change in method of accounting for Evangeline effective January 1, 2010.

Gain on toll settlement was $148.4 million in the first quarter of 2010 due to transactions related to the termination of the existing Evangeline Tolling Agreement and the execution of the Evangeline 2010 Tolling Agreement. For additional information, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Evangeline Transactions.”

Interest charges increased $7.3 million, or 48.5%, during the first quarter of 2010 compared to the first quarter of 2009 primarily due to increased interest charges at Midstream resulting from the change in method of accounting for Evangeline effective January 1, 2010. Also contributing to the increase was higher interest charges at Cleco Power as discussed below.

Federal and state income taxes increased $78.5 million during the first quarter of 2010 compared to the first quarter of 2009 primarily due to an increase in pre-tax income, excluding AFUDC equity. Federal and state income taxes increased $88.1 million for the change in pre-tax income and $1.9 million for a Medicare Part D adjustment resulting from new legislation. These increases were offset by decreases of $6.3 million to record tax expense at the annual projected effective tax rate, $3.0 million for an adjustment related to the new rates, $1.7 million for state flow-through benefits, and $0.5 million for tax credits. The effective income tax rate is less than the expected statutory rate due to the significant impact of flow-through treatment on electric plant-related differences such as equity AFUDC and a flow-through adjustment for new rates. This is partially offset by the tax impact of the PPACA which included a change in the tax treatment for the Medicare Part D subsidy.

Results of operations for Cleco Power and Midstream are more fully described below.

Cleco Power

			FOR THE THREE MONTHS ENDED MARCH 31,
					FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2010		2009		VARIANCE			CHANGE
Operating revenue
Base	$	114,948	$	72,818	$	42,130			57.9	%
Fuel cost recovery		137,850		130,047		7,803			6.0	%
Other operations		10,386		7,086		3,300			46.6	%
Affiliate revenue		-		6		(6	)		(100.0	)%
Intercompany revenue		343		342		1			0.3	%
Operating revenue, net		263,527		210,299		53,228			25.3	%
Operating expenses
Fuel used for electric generation – recoverable		92,619		86,409		(6,210	)		(7.2	)%
Power purchased for utility customers – recoverable		45,263		43,617		(1,646	)		(3.8	)%
Non-recoverable fuel and power purchased		4,919		3,995		(924	)		(23.1	)%
Other operations		24,408		23,420		(988	)		(4.2	)%
Maintenance		11,722		9,428		(2,294	)		(24.3	)%
Depreciation		22,647		18,845		(3,802	)		(20.2	)%
Taxes other than income taxes		8,040		7,709		(331	)		(4.3	)%
Loss on sales of assets		40		-		(40	)		-
Total operating expenses		209,658		193,423		(16,235	)		(8.4	)%
Operating income	$	53,869	$	16,876	$	36,993			219.2	%
Allowance for other funds used during construction	$	9,805	$	16,991	$	(7,186	)		(42.3	)%
Other income	$	472	$	1,287	$	(815	)		(63.3	)%
Other expense	$	906	$	1,603	$	697			43.5	%
Interest charges	$	18,743	$	15,136	$	(3,607	)		(23.8	)%
Federal and state income taxes	$	12,495	$	3,800	$	(8,695	)		(228.8	)%
Net income	$	32,160	$	15,018	$	17,142			114.1	%

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Cleco Power’s net income in the first quarter of 2010 increased $17.1 million, or 114.1%, compared to the first quarter of 2009. Contributing factors include:

§	higher base revenue and

§	higher other operations revenue.

These were partially offset by:

§	lower allowance for other funds used during construction,

§	higher depreciation expense,

§	higher other operations and maintenance expenses,

§	higher interest charges, and

§	higher effective income tax rate.

	FOR THE THREE MONTHS ENDED MARCH 31,
(MILLION kWh)	2010	2009	FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	1,040	816	27.5 %
Commercial	591	542	9.0 %
Industrial	544	587	(7.3)%
Other retail	35	33	6.1 %
Total retail	2,210	1,978	11.7 %
Sales for resale	190	89	113.5 %
Unbilled	(124)	(132)	6.1 %
Total retail and wholesale customer sales	2,276	1,935	17.6 %

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2010			2009			FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	$	46,498		$	32,195			44.4	%
Commercial		29,563			22,950			28.8	%
Industrial		14,160			12,820			10.5	%
Other retail		1,757			1,387			26.7	%
Surcharge		4,195			5,214			(19.5	)%
Other		(975	)		-			-
Total retail		95,198			74,566			27.7	%
Sales for resale		8,783			3,111			182.3	%
Unbilled		10,967			(4,859	)		325.7	%
Total retail and wholesale customer sales	$	114,948		$	72,818			57.9	%

Cleco Power’s residential customers’ demand for electricity largely is affected by weather. Weather generally is measured in cooling-degree days and heating-degree days. A cooling-degree day is an indication of the likelihood that a consumer will use air conditioning, while a heating-degree day is an indication of the likelihood that a consumer will use heating. An increase in heating-degree days does not produce the same increase in revenue as an increase in cooling-degree days, because alternative heating sources are more available and because winter energy is priced below the rate charged for energy used in the summer. Normal heating-degree days and cooling-degree days are calculated for a month by separately calculating the average actual heating- and cooling-degree days for that month over a period of 30 years.

The following chart shows how cooling- and heating–degree days varied from normal conditions and from the prior period. Cleco Power uses temperature data collected by the National Oceanic and Atmospheric Administration to determine degree days.

			FOR THE THREE MONTHS ENDED MARCH 31,
				2010 CHANGE
	2010	2009	NORMAL	PRIOR YEAR	NORMAL
Heating-degree days	1,307	730	977	79.0 %	33.8 %
Cooling-degree days	12	126	70	(90.5)%	(82.9)%

Base

Base revenue increased $42.1 million, or 57.9%, during the first quarter of 2010 compared to the first quarter of 2009. The impact of the base rate increase that became effective on February 12, 2010, the commercial operation date of Rodemacher Unit 3, was approximately $26.8 million, while the impact from the colder winter weather and new service to a wholesale customer was approximately $15.3 million. As a result of the implementation of new base rates, Cleco Power expects base revenue to increase 67% in 2010 as compared to 2009, assuming comparable weather. For information on the effects of future energy sales on Cleco Power’s financial condition, results of operations, and cash flows, see “Risk Factors — Future Electricity Sales” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Fuel Cost Recovery

Fuel cost recovery revenue billed to customers increased $7.8 million, or 6.0%, during the first quarter of 2010 compared to the first quarter in 2009 primarily due to increases in the per-unit cost of power purchased for utility customers and higher volumes of fuel used for electric generation. Partially offsetting the increase were decreases in the per-unit cost of fuel used for electric generation and lower volumes of power purchased for utility customers. Changes in fuel costs historically have not significantly affected Cleco Power’s net income. Generally, fuel and purchased power expenses are recovered through the LPSC-established fuel adjustment clause, which enables Cleco Power to pass on to its customers substantially all such charges. Approximately 93% of Cleco Power’s total fuel cost during the first quarter of 2010 was regulated by the LPSC, while the remainder was regulated by FERC. Recovery of fuel adjustment clause costs is subject to refund until approval is received from the LPSC. For information on Cleco Power’s current LPSC fuel audit, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 11 — LPSC Fuel Audit.”

Other Operations

Other operations revenue increased $3.3 million, or 46.6%, in the first quarter of 2010 compared to the first quarter of 2009 primarily due to the receipt of $1.7 million related to mineral lease bonus payments, $0.9 million of lower net losses relating to economic hedge transactions associated with fixed-price power being provided to a wholesale customer, and $0.7 million of higher other miscellaneous revenue. For information on Cleco’s energy commodity activities, see Item 3, “Quantitative and Qualitative Disclosures about Market Risk — Risk Overview — Commodity Price Risks.”

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Operating Expenses

Operating expenses increased $16.2 million, or 8.4%, in the first quarter of 2010 compared to the first quarter of 2009. Fuel used for electric generation (recoverable) increased $6.2 million, or 7.2%, primarily due to higher volumes of fuel used as compared to the first quarter of 2009. Partially offsetting this increase were lower per unit costs of fuel used for electric generation. Power purchased for utility customers (recoverable) increased $1.6 million, or 3.8%, largely due to higher per-unit costs of purchased power. Partially offsetting this increase were lower volumes of purchased power. Fuel used for electric generation and power purchased for utility customers generally are influenced by natural gas prices, as well as availability of transmission. However, other factors such as scheduled and/or unscheduled outages, unusual maintenance or repairs, or other developments may affect fuel used for electric generation and power purchased for utility customers. Non-recoverable fuel and power purchased increased $0.9 million, or 23.1%, primarily due to higher capacity payments made during the first quarter of 2010. Other operations expense increased $1.0 million, or 4.2%, primarily due to higher professional fees and transmission expenses, partially offset by lower general liability expense. Maintenance expense increased $2.3 million, or 24.3% primarily due to higher generating station maintenance work performed during the first quarter of 2010. Depreciation expense increased $3.8 million, or 20.2%, largely due to Rodemacher Unit 3 being placed in service and the acquisition of a 580-MW unit from Acadia.

Allowance for Other Funds Used During Construction

Allowance for other funds used during construction decreased $7.2 million, or 42.3%, during the first quarter of 2010 compared to the first quarter of 2009 primarily due to the cessation of AFUDC accruals related to the completion of construction activity at Rodemacher Unit 3. Rodemacher Unit 3 commenced commercial operation on February 12, 2010.

Other Income

Other income decreased $0.8 million, or 63.3%, in the first quarter of 2010 compared to the first quarter of 2009 primarily due to lower revenue from mutual assistance to other utilities for restoration efforts.

Other Expense

Other expense decreased $0.7 million, or 43.5%, in the first quarter of 2010 compared to the first quarter of 2009 primarily due to lower expenses from mutual assistance to other utilities for restoration efforts.

Interest Charges

Interest charges increased $3.6 million, or 23.8%, during the first quarter of 2010 compared to the first quarter of 2009 primarily due to $2.6 million of allowance for borrowed funds used during construction associated with Rodemacher Unit 3 and $2.4 million related to the November 2009 issuance of senior notes. Partially offsetting this increase was $1.6 million related to the repayment of medium term notes and insured quarterly notes in May 2009 and August 2009, respectively.

Income Taxes

Federal and state income taxes increased $8.7 million, or 228.8%, in the first quarter of 2010 compared to the first quarter of 2009, primarily due to an increase in pre-tax income, excluding equity AFUDC. Federal and state income taxes increased $12.7 million for the change in pre-tax income and $1.5 million for a Medicare Part D adjustment resulting from new legislation. These increases were offset by decreases of $0.3 million to record tax expense at the annual projected effective tax rate, $3.0 million for an adjustment related to the new rates, $1.7 million for state flow-through benefits, and $0.5 million for tax credits. The effective income tax rate is less than the expected statutory rate due to the impact of flow-through treatment on electric plant-related differences such as equity AFUDC and a flow-through adjustment for new rates. This is partially offset by the tax impact of the PPACA which included a change in the tax treatment for the Medicare Part D subsidy.

Midstream

	FOR THE THREE MONTHS ENDED MARCH 31,
						FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2010		2009			VARIANCE			CHANGE
Operating revenue
Tolling operations	$	7,464	$	-		$	7,464			-
Other operations		1		-			1			-
Affiliate revenue		905		2,363			(1,458	)		(61.7	)%
Operating revenue		8,370		2,363			6,007			254.2	%
Operating expenses
Other operations		2,196		1,743			(453	)		(26.0	)%
Maintenance		2,064		1,095			(969	)		(88.5	)%
Depreciation		1,443		45			(1,398	)		*
Taxes other than income taxes		110		116			6			5.2	%
Total operating expenses		5,813		2,999			(2,814	)		(93.8	)%
Operating income (loss)	$	2,557	$	(636	)	$	3,193			502.0	%
Equity income (loss) from investees	$	37,846	$	(12,150	)	$	49,996			411.5	%
Gain on toll settlement	$	148,402	$	-		$	148,402			-
Interest charges	$	3,432	$	1,300		$	(2,132	)		(164.0	)%
Federal and state income tax expense (benefit)	$	71,388	$	(5,418	)	$	(76,806	)		*
Net income (loss)	$	114,010	$	(8,652	)	$	122,662			*
*Not meaningful

Factors affecting Midstream during the first quarter of 2010 are described below.

Evangeline

In accordance with authoritative guidance, Cleco was required to prospectively reconsolidate Evangeline with its condensed consolidated financial statements and discontinue reporting its investment in Evangeline on the equity method of accounting. As a result, effective January 1, 2010, the assets and liabilities of Evangeline are no longer represented by one line item corresponding to Cleco's equity investment in Evangeline but instead are being reported in the appropriate

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

line items in the consolidated financial statements of Midstream. Previously, Evangeline revenue and expenses were netted and reported on one line item as equity income from investees on Cleco Corporation's Condensed Consolidated Statements of Income. Consequently, the chart above reflects the operating results for Evangeline for the first quarter of 2010 reported on various line items as compared to the net operating results being reported on the equity income from investees line for the first quarter of 2009. For additional information on the reconsolidation of Evangeline, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 2 — Recent Authoritative Guidance.”

Operating Revenue

Operating revenue increased $6.0 million, or 254.2%, in the first quarter of 2010 compared to the first quarter of 2009, largely as a result of the accounting treatment of tolling operations revenue at Evangeline. As a result of transactions related to the February 22, 2010 termination of the existing Evangeline Tolling Agreement, the execution of the Evangeline 2010 Tolling Agreement, and its reconsolidation with Cleco, Evangeline’s $7.5 million of revenue for the first quarter of 2010 is reflected in tolling operations revenue. Affiliate revenue decreased $1.5 million, or 61.7%, in the first quarter of 2010 compared to the first quarter of 2009 primarily due to affiliate transactions with Evangeline that are now being eliminated as a result of Evangeline’s reconsolidation with Cleco.

Operating Expenses

Operating expenses increased $2.8 million, or 93.8%, in the first quarter of 2010 compared to the first quarter of 2009 primarily as a result of the reconsolidation of Evangeline with Cleco.

Equity Income from Investees

Equity income from investees increased $50.0 million, or 411.5%, during the first quarter of 2010 compared to the first quarter of 2009 primarily due to increased equity earnings at APH primarily from the recognition of a $41.0 million gain from the acquisition of one of Acadia’s two 580-MW units, the related materials and supplies, and half of its common facilities by Cleco Power. For additional information on Acadia, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 15 — Acadia Transaction.” Also contributing to the increase was the absence of 2009 equity losses from Evangeline and the subsequent change in method of accounting for Evangeline effective January 1, 2010.

Gain on Toll Settlement

Gain on toll settlement was $148.4 million during the first quarter of 2010 due to transactions related to the termination of the existing Evangeline Tolling Agreement and the execution of the Evangeline 2010 Tolling Agreement. For additional information, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Evangeline Transactions.”

Interest Charges

Interest charges increased $2.1 million, or 164.0%, during the first quarter of 2010 compared to the first quarter of 2009 primarily due to the reconsolidation of Evangeline with Cleco.

Income Taxes

Federal and state income taxes increased $76.8 million during the first quarter of 2010 compared to the first quarter of 2009 primarily due to an increase in pre-tax income.

FINANCIAL CONDITION

Liquidity and Capital Resources

General Considerations and Credit-Related Risks

Credit Ratings and Counterparties

At March 31, 2010, Moody’s and Standard & Poor’s outlooks for both Cleco Corporation and Cleco Power were stable. In November 2009, Moody’s downgraded Cleco Power’s credit rating by one level. This downgrade placed Cleco Power’s credit rating at Moody’s at a level similar to Cleco Power’s credit rating at Standard & Poor’s. Cleco Corporation and Cleco Power pay fees and interest under their bank credit agreements based on the highest rating held. If Cleco Corporation or Cleco Power’s credit rating were to be downgraded by Moody’s and Standard & Poor’s, Cleco Corporation and/or Cleco Power would be required to post additional fees and higher interest rates under their bank credit agreements. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit ratings were to be downgraded by Standard & Poor’s or Moody’s, Cleco Power would be required to post additional collateral for derivatives. For additional information on the impacts of a downgrade in credit ratings, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 10 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Risks and Uncertainties — Cleco Power.”

In August 2005, Cleco Power entered into an EPC contract with Shaw to construct Rodemacher Unit 3. Under the terms of the Amended EPC Contract, until the final acceptance of Rodemacher Unit 3, in the event Cleco Power does not maintain a senior unsecured credit rating of either: (i) Baa3 or better from Moody’s or (ii) BBB- or better from Standard & Poor’s, Cleco Power will be required to provide a letter of credit to Shaw in the amount of $20.0 million. In the event of further downgrade to both of its credit ratings to: (i) Ba2 or below from Moody’s, and (ii) BB or below from Standard & Poor’s, Cleco Power will be required to provide an additional $15.0 million letter of credit to Shaw.

With respect to any open power or natural gas trading positions that Cleco may initiate in the future, Cleco may be required to provide credit support or pay liquidated damages. The amount of credit support that Cleco may be required to provide at any point in the future is dependent on the amount of the initial transaction, changes in the market price of power and natural gas, the changes in open power and gas positions, and changes in the amount counterparties owe Cleco.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

Changes in any of these factors could cause the amount of requested credit support to increase or decrease. For additional information, as well as a discussion of other factors affecting Cleco’s financial condition relating to its credit ratings, the credit ratings of its counterparties, and other credit-related risks, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — General Considerations and Credit-Related Risks — Credit Ratings and Counterparties” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Global Economic Conditions

Current economic conditions and uncertainty may have an impact on Cleco’s business and financial condition. Although Cleco has not experienced restrictions in the financial markets, its ability to access the capital markets may be restricted at a time when Cleco would like, or need, to do so, which could have a material impact on its ability to fund capital expenditures or debt service, or on its flexibility to react to changing economic and business conditions. Credit constraints could have a material negative impact on Cleco’s lenders or its customers, causing them to fail to meet their obligations to Cleco or to delay payment of such obligations. The lower interest rates that Cleco has been exposed to have been beneficial to recent debt issuances; however, these rates have negatively affected interest income for Cleco’s short-term investments. Moreover, as a result of the 2008 global economic downturn, the pension plan portfolio experienced significant losses in 2008. If the market does not continue to improve, the plan could experience additional losses in the future.

Fair Value Measurements

Various accounting pronouncements require certain assets and liabilities to be measured at their fair values. Some assets and liabilities are required to be measured at their fair value each reporting period, while others are required to be measured only one time, generally the date of acquisition or debt issuance. Cleco and Cleco Power are required to disclose the fair value of certain assets and liabilities by one of three levels when required for recognition purposes under GAAP. Other financial assets and liabilities, such as long-term debt, are reported at their carrying values at their date of issuance on the consolidated balance sheets with their fair values disclosed without regard to the three levels. For more information about fair value levels, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 4 — Fair Value Accounting.”

Debt

At March 31, 2010, Cleco Power was in compliance with the covenants in its credit facility. If Cleco Corporation were to default under the covenants in its credit facility or other debt agreements, it would be unable to borrow additional funds under the facility, and the lender could accelerate all principal and interest outstanding. Further, if Cleco Power were to default under its credit facility or other debt agreements, Cleco Corporation would be considered in default under its credit facility.

If Cleco Corporation’s credit ratings were to be downgraded one level, Cleco Corporation would be required to pay fees and interest at a rate of 0.30% higher than the current level for its $150.0 million credit facility. A similar downgrade to the credit ratings of Cleco Power would require Cleco Power to pay fees and interest at a rate of 0.15% higher than the current level on its $275.0 million credit facility.

Cleco Consolidated

Cleco had $150.0 million of short-term debt outstanding at March 31, 2010, compared to none at December 31, 2009. The short-term debt outstanding was a one-year bank term loan Cleco Corporation entered into in February 2010. The bank term loan has an interest rate of one-month LIBOR plus 2.75% and matures in 2011. At March 31, 2010, the interest rate on the term loan was 3.00%.

At March 31, 2010, Cleco had a working capital deficit of $10.2 million compared to a working capital surplus of $252.1 million at December 31, 2009. Management intends to fund the working capital deficit with normal operating cash flows. Included in working capital at March 31, 2010, and December 31, 2009, was $22.5 million and $29.9 million, respectively, which was restricted for the use of debt payments. The $262.3 million decrease in working capital is primarily due to the $150.0 million issuance of a one-year term loan in February 2010, the reclassification of a portion of the Rodemacher Unit 3 deferred carrying cost regulatory liability from long-term to short-term, and an increase in current taxes payable, due to an increase in pre-tax income.

At March 31, 2010, Cleco’s Condensed Consolidate Balance Sheet reflected $2.7 billion of total liabilities compared to $2.6 billion at December 31, 2009. The $105.3 million increase in total liabilities was primarily due to the increase in short-term debt and current taxes payable, partially offset by a decrease in long-term debt. As discussed above, short-term debt increased $150.0 million from the entry into a one-year term loan in February 2010 which was used to fund the Acadia transaction. Long-term debt decreased $66.2 million, as discussed above. Current taxes payable increased due to an increase in pre-tax income.

Cash and cash equivalents available at March 31, 2010, were $92.2 million combined with $390.0 million facility capacity ($115.0 million from Cleco Corporation and $275.0 million from Cleco Power) for total liquidity of $482.2 million. Cash

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and cash equivalents available at March 31, 2010 decreased $53.0 million when compared to cash and cash equivalents available at December 31, 2009. This decrease is primarily due to additions to property, plant and equipment, the payment of property taxes, and the payment of common dividends.

At March 31, 2010, Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents. In order to mitigate potential credit risk, Cleco and Cleco Power have established guidelines for short-term investments. For more on the concentration of credit risk through short-term investments classified as cash equivalents, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 4 — Fair Value Accounting.”

Cleco Corporation (Holding Company Level)

Cleco Corporation had $150.0 million short-term debt outstanding at March 31, 2010, compared to none at December 31, 2009. The short-term debt outstanding was a one-year bank term loan Cleco Corporation entered into in February 2010. The bank term loan has an interest rate of one-month LIBOR plus 2.75% and matures in 2011. At March 31, 2010, the interest rate on the term loan was 3.00%.

At March 31, 2010, and December 31, 2009, Cleco Corporation had $35.0 million and $95.0 million of long-term debt outstanding. The decrease in long-term debt was due to the decrease in draws on Cleco Corporation’s credit facility. Cleco Corporation’s $150.0 million five-year credit facility matures on June 2, 2011. This facility provides for working capital and other needs. Cleco Corporation’s borrowing costs under the facility are equal to LIBOR plus 0.65%, including facility fees.

At March 31, 2010, $35.0 million was outstanding under Cleco Corporation’s $150.0 million credit facility leaving $115.0 available capacity. The interest rate of outstanding borrowings under the credit facility at March 31, 2010 was 0.755%. An uncommitted line of credit with a bank in an amount up to $10.0 million is available to support Cleco Corporation’s working capital needs. For more information about these commitments, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 10 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Off-Balance Sheet Commitments and Disclosures about Guarantees.”

Cash and cash equivalents available at March 31, 2010, were $8.4 million, combined with $115.0 million credit facility capacity, for total liquidity of $123.4 million. Cash and cash equivalents available at March 31, 2010 increased $1.4 million when compared to cash and cash equivalents available at December 31, 2009, primarily due to routine working capital fluctuations.

Cleco Power

There was no short-term debt outstanding at Cleco Power at March 31, 2010, or December 31, 2009. At March 31, 2010, Cleco Power’s long-term debt outstanding was $1.2 billion, of which $11.9 million was long-term debt due within one year, compared to $1.2 billion at December 31, 2009, of which $11.5 million was due within one year. The $11.9 million of long-term debt due within one year represents principal payments for the Cleco Katrina/Rita storm recovery bonds scheduled to be paid in the next twelve months. For Cleco Power, long-term debt decreased $6.2 million primarily due to a $5.9 million scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2010.

At March 31, 2010, no borrowings were outstanding under Cleco Power’s $275.0 million, five-year revolving credit facility. This facility provides for working capital and other needs. Cleco Power’s borrowing costs under the facility are equal to LIBOR plus 0.50%, including facility fees. An uncommitted line of credit with a bank in an amount up to $10.0 million also is available to support Cleco Power’s working capital needs.

At March 31, 2010, and December 31, 2009, Cleco Power had a working capital surplus of $131.6 million and $182.7 million, respectively. Included in working capital at March 31, 2010, and December 31, 2009, was $22.5 million and $29.9 million, respectively, which was restricted for the use of debt payments. The $51.1 million decrease in working capital is primarily due to the reclassification of a portion of the Rodemacher Unit 3 deferred carrying cost regulatory liability from long-term to short-term and an increase in current taxes payable, due to an increase in pre-tax income.

Cash and cash equivalents available at March 31, 2010, were $82.5 million, combined with $275.0 million facility capacity for total liquidity of $357.5 million. Cash and cash equivalents decreased $55.6 million, when compared to cash and cash equivalents at December 31, 2009, primarily due to additions to property, plant and equipment and the payment of property taxes.

Midstream

Midstream had no short-term debt outstanding at March 31, 2010, or December 31, 2009.

At March 31, 2010, Evangeline had no long-term debt outstanding. Prior to January 1, 2010, Evangeline was accounted for under the equity method. Evangeline had $161.8 million of long-term debt outstanding at December 31, 2009, in the form of 8.82% Senior Secured bonds due 2019. Of this amount, $8.2 million was due within one year at December 31, 2009. The Senior Secured bonds issued by Evangeline were non-recourse to Cleco Corporation. In February 2010, Evangeline and JPMVEC entered into the Evangeline Restructuring Agreement and the Evangeline 2010 Tolling Agreement. In conjunction with these transactions, JPMVEC transferred $126.6 million principal amount of Senior Secured bonds owned by JPMVEC. The bonds were retired and the remaining $35.2 million of principal bonds were called for irrevocable redemption pursuant to their terms. For more information, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Evangeline Transactions.”

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Restricted Cash

Various agreements to which Cleco is subject contain covenants that restrict its use of cash. As certain provisions under these agreements are met, cash is transferred out of related escrow accounts and becomes available for general corporate purposes. At March 31, 2010, and December 31, 2009, $48.2 million and $56.4 million of cash, respectively, was restricted on Cleco Corporation’s Condensed Consolidated Balance Sheets. At March 31, 2010, restricted cash consisted of $0.1 million under the Diversified Lands mitigation escrow agreement, $18.8 million reserved at Cleco Power for GO Zone project costs, $25.6 million reserved at Cleco Power for future storm restoration costs, and $3.7 million at Cleco Katrina/Rita restricted for payment of operating expenses and interest, and principal on storm recovery bonds.

At March 31, 2010, Evangeline had no restricted cash. At December 31, 2009, Evangeline’s restricted cash, in the amount of $30.1 million, was not reflected in Cleco Corporation’s Consolidated Balance Sheets due to equity method accounting. This cash was restricted under Evangeline’s Senior Secured bond indenture for major maintenance expenses and principal and interest payments on the Senior Secured bonds. In February 2010, Evangeline and JPMVEC entered into the Evangeline Restructuring Agreement. In conjunction with the agreement, Evangeline’s restricted cash was released to Cleco Corporation. For more information, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Evangeline Transactions.”

Cleco Cash Flows

Net Operating Cash Flow

Net cash provided by operating activities was $53.8 million during the first three months of 2010, compared to net cash used in operating activities of $22.5 million during the first three months of 2009.

Cash provided by operating activities during the first three months of 2010 increased $76.3 million from the first three months of 2009, primarily due to lower fuel, materials, and supplies purchases, lower retainage payments, the collection of a long-term receivable, and lower prepaid margins.

Net Investing Cash Flow

Net cash used in investing activities was $142.6 million during the first three months of 2010, compared to $32.6 million during the first three months of 2009. Net cash used in investing activities during the first three months of 2010 was higher than 2009 primarily due to additions to property, plant and equipment.

During the first three months of 2010, Cleco had additions to property, plant and equipment, net of AFUDC of $166.8 million, an $8.8 million investment in New Market Tax Credits, and a $6.0 million investment in Acadia. This was partially offset by the transfer of $38.4 million of cash from restricted accounts, primarily related to Evangeline.

During the first three months of 2009, Cleco had additions to property, plant and equipment, net of AFUDC of $49.4 million, a $6.9 million investment in Acadia, and a $3.9 million investment in New Market Tax Credits. This was partially offset by the transfer of $28.0 million of cash from restricted accounts, primarily related to solid waste disposal and GO Zone bonds.

Net Financing Cash Flow

Net cash provided by financing activities was $35.8 million during the first three months of 2010, compared to $43.6 million during the first three months of 2009. Net cash provided by financing activities during the first three months of 2010 was lower than the first three months of 2009 primarily due to higher retirements of long-term obligations and lower issuances of long-term debt, partially offset by higher issuance of short-term debt.

During the first three months of 2010, Cleco retired $101.1 million of long-term debt, consisting of $35.2 million of Evangeline debt, $60.0 million of credit facility draws and $5.9 million of long-term bonds. Cleco also used $13.6 million for the payment of common stock dividends. This was partially offset by the issuance of $150.0 million of short-term debt.

During the first three months of 2009, Cleco received proceeds of $65.0 million from credit facility draws. This was partially offset by $8.2 million of cash used for repayment of long-term bonds, and $13.5 million used for the payment of common stock dividends.

Cleco Power Cash Flows

Net Operating Cash Flow

Net cash used in operating activities was $19.1 million during the first three months of 2010, compared to net cash provided by operating activities of $15.2 million during the first three months of 2009.

Cash provided by operating activities during the first three months of 2010 decreased $34.3 million from 2009, primarily due to lower collections of accounts receivable, higher payments made to affiliates, and the absence of tax refunds received in 2009. These were partially offset by higher net income, lower fuel, materials, and supplies purchases, and lower retainage payments.

Net Investing Cash Flow

Net cash used in investing activities was $5.2 million during the first three months of 2010, compared to $21.2 million during the first three months of 2009. Net cash used in investing activities during 2010 was lower than the first three months of 2009 primarily due to fewer additions to property, plant and equipment.

During the first three months of 2010, Cleco Power had additions to property, plant and equipment, net of AFUDC of $13.5 million. This was partially offset by the transfer of $8.3 million of cash from restricted accounts, primarily related to solid waste disposal and GO Zone bonds.

During the first three months of 2009, Cleco Power had additions to property, plant and equipment, net of AFUDC of $49.3 million. This was partially offset by the transfer of $28.0

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million of cash from restricted accounts, primarily related to solid waste disposal and GO Zone bonds.

Net Financing Cash Flow

Net cash used in financing activities was $31.4 million during the first three months of 2010, compared to $8.5 million during the first three months of 2009. Net cash used in financing activities during the first three months of 2010 was higher than the first three months of 2009 primarily due to a $25.0 million distribution made to Cleco, partially offset by $2.3 million of lower retirements of long-term debt.

Contractual Obligations and Other Commitments

Cleco, in the normal course of business activities, enters into a variety of contractual obligations. Some of these result in direct obligations that are reflected in the Consolidated Balance Sheets while other commitments, some firm and some based on uncertainties, are not reflected in the consolidated financial statements.

For additional information regarding Cleco’s Contractual Obligations and Other Commitments, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — Cash Generation and Cash Requirements — Contractual Obligations and Other Commitments” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Off-Balance Sheet Commitments

Cleco Corporation and Cleco Power have entered into various off-balance sheet commitments, in the form of guarantees and standby letters of credit, in order to facilitate their activities and the activities of Cleco Corporation’s subsidiaries and equity investees (affiliates). Cleco Corporation and Cleco Power have also agreed to contractual terms that require them to pay third parties if certain triggering events occur. These contractual terms generally are defined as guarantees in the authoritative guidance.

The off-balance sheet commitments are not recognized on Cleco Corporation’s Condensed Consolidated Balance Sheets, because it has been determined that Cleco’s affiliates are able to perform the obligations under their contracts and that it is not probable that payments by Cleco will be required. These commitments do not reduce borrowings available to Cleco Corporation under its credit facility pursuant to the terms of the credit facility. However, in the future these commitments could reduce the available borrowings if contractual debt limits are exceeded. Cleco’s off-balance sheet commitments as of March 31, 2010, are summarized in the following table, and a discussion of the off-balance sheet commitments follows the table. The discussion should be read in conjunction with the table to understand the impact of the off-balance sheet commitments on Cleco’s financial condition.

			AT MARCH 31, 2010
	FACE				NET
(THOUSANDS)	AMOUNT		REDUCTIONS		AMOUNT
Cleco Corporation
Guarantee issued to Entergy companies for performance obligations of Perryville	$	177,400	$	135,000	$	42,400
Guarantee issued to Entergy Mississippi on behalf of Attala		500		-		500
Guarantee to Cleco Power on behalf of Acadia		6,750		-		6,750
Cleco Power
Obligations under standby letter of credit issued to the Louisiana Department of Labor		3,725		-		3,725
Total	$	188,375	$	135,000	$	53,375

Disclosures about Guarantees

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require payments to Cleco Power pursuant to the indemnity include, but are not limited to:

§	Environmental costs that were caused by events occurring before the transaction;

§	Claims against Cleco Power for liabilities retained by Acadia;

§	Certain defects of the unit that are discovered prior to September 30, 2010; and

§	Breach of fundamental representations of Acadia, such as legal existence, clear ownership of the unit and valid authorization to dispose of the unit.

The following table summarizes the expected termination dates of the off-balance sheet commitments, guarantees, and standby letter of credit discussed above:

							AT MARCH 31, 2010
			AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
	NET								MORE
	AMOUNT		LESS THAN						THAN
(THOUSANDS)	COMMITTED		ONE YEAR		1-3 YEARS		3-5 YEARS		5 YEARS
Off-balance sheet commitments	$	42,900	$	-	$	-	$	-	$	42,900
Guarantees		6,750		2,036		4,714		-		-
Standby letter of credit		3,725		3,725		-		-		-
Total commercial commitments	$	53,375	$	5,761	$	4,714	$	-	$	42,900

In its bylaws, Cleco Corporation has agreed to indemnify directors, officers, agents and employees who are made a party to a pending or completed suit, arbitration, investigation, or other proceeding whether civil, criminal, investigative or administrative, if the basis of inclusion of such individual arises as the result of acts conducted in the discharge of their official capacity. Cleco Corporation has purchased various insurance policies to reduce the risks associated with the indemnification. In its Operating Agreement, Cleco Power provides for the same indemnification as described above with respect to its managers, officers, agents, and employees.

Generally, neither Cleco Corporation nor Cleco Power has recourse that would enable them to recover amounts paid under their guarantee or indemnification obligations. The one exception is the insurance contracts associated with the indemnification of directors, managers, officers, agents and employees. There are no assets held as collateral for third parties that either Cleco Corporation or Cleco Power could obtain and liquidate to recover amounts paid pursuant to the guarantees.

Regulatory Matters

Wholesale Rates of Cleco

For information on the wholesale rates of Cleco, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition —

Liquidity and Capital Resources — Regulatory Matters — Wholesale Rates of Cleco” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Retail Rates of Cleco Power

In June 2009, Cleco Power filed its monitoring report for the 12-month period ended September 30, 2008. In January 2010, the Staff completed its review and indicated no customer refunds were due for this period. In January 2010, Cleco Power also filed its monitoring report for the 12-month period ended September 30, 2009, and Cleco Power anticipates the LPSC will complete its review of this period by the end of 2010.

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rate plan established that Cleco Power return $183.2 million to customers over a five-year period and record a regulatory asset for all amounts above the actual amount collected from customers. On February 12, 2010, Rodemacher Unit 3 commenced commercial operation and the new rates became effective. At that time, Cleco Power began returning the construction carrying costs to customers and amortizing the regulatory asset over a five-year period. In March 2010, the LPSC issued an order changing the period of return from five years to four years and established that Cleco Power return $167.9 million to customers over the four-year period.

For information on certain other regulatory aspects of retail rates concerning Cleco Power, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — Regulatory Matters — Retail Rates of Cleco Power” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Wholesale Electric Markets

For information on regulatory aspects of wholesale electric markets affecting Cleco, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — Regulatory Matters — Market Restructuring — Wholesale Electric Markets” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Retail Electric Markets

For a discussion of the regulatory aspects of retail electric markets affecting Cleco Power, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — Regulatory Matters — Retail Electric Markets” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Generation RFP

For a discussion of the results of Cleco Power’s 2007 Long-Term RFP, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Financial Condition — Liquidity and Capital Resources — Regulatory Matters — Generation RFP” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Rodemacher Unit 3

In May 2006, Cleco Power began construction of Rodemacher Unit 3, a 600-MW solid fuel power plant at its Rodemacher facility. The unit commenced commercial operations on February 12, 2010. Rodemacher Unit 3 is capable of burning various solid fuels, but initially will primarily burn petroleum coke produced by several refineries throughout the Gulf Coast region. Cleco Power has entered into contracts with suppliers to collectively supply over 1.4 million tons of petroleum coke annually for a three-to five-year period beginning in 2009, representing over 90% of Rodemacher Unit 3 fuel requirements for such period. As of March 31, 2010, Cleco Power’s inventory at Rodemacher was in excess of 369,000 tons of petroleum coke for future consumption.

In May 2006, Cleco Power and Shaw entered into an Amended EPC Contract, which has subsequently been amended by the parties. Under the amended contract, the lump-sum price is $795.6 million. Various claims remain in dispute resolution between Cleco Power and Shaw including the claims for force majeure related costs, which have been agreed upon as not to exceed $24.0 million, less a settlement credit of $6.0 million plus various outstanding claims totaling approximately $1.3 million relating to fuel moisture, water and steam quality, and slope failure. As of March 31, 2010, Cleco Power had incurred approximately $993.7 million in total project costs, including AFUDC. The Rodemacher Unit 3 budget remains within 1% of its estimated projection of $1.0 billion, as the resulting additional AFUDC costs from delays were principally offset by Shaw payments for delay liquidated damages under the Amended EPC Contract in the amount of $18.2 million. In addition to the claims above, Shaw is seeking recovery of the $18.2 million of liquidated damages. While the project achieved commercial operations, Shaw must correct various identified items, meet a 30-day reliability performance test, and provide services under a one-year warranty. In support of Shaw’s performance obligations, Cleco Power, as of March 31, 2010, is retaining two letters of credit collectively in the amount of $117.5 million, an additional $0.8 million of payment retainage, as well as a $200.0 million payment and performance bond in favor of Cleco Power as specified under the Amended EPC Contract. The retention and remaining letters of credit are provided in support of Shaw’s potential payment of liquidated damages, or other payment performance obligations.

Lignite Deferral

At March 31, 2010, and December 31, 2009, Cleco Power had $23.6 million and $24.2 million, respectively, in deferred lignite mining costs remaining uncollected.

For additional information on Cleco Power’s deferred lignite mining expenditures, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — Regulatory Matters — Other Matters — Lignite Deferral” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Acadiana Load Pocket

In September 2008, Cleco Power entered into an agreement with Lafayette Utilities System, a municipal utility, and Entergy Gulf States, to upgrade certain interconnected transmission systems in south Louisiana. The project received the LPSC’s approval in February 2009 and confirmation that it is in the public’s interest. Also in February 2009, approval was received from the SPP, Cleco Power’s reliability coordinator, to begin construction. The joint project includes expanding and upgrading the electric transmission infrastructure in south

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central Louisiana in an area known as the “Acadiana Load Pocket.”

The project includes upgrades to certain existing electric facilities as well as the construction of new substations, transmission lines, and capacitor banks. The total estimated cost is approximately $250.0 million. Each utility is responsible for various components of the project. Cleco Power’s portion of the cost is approximately $150.0 million, including AFUDC. The first phase of construction began in September 2009, with the final phase scheduled to be completed in 2012. At March 31, 2010, Cleco Power had spent $20.6 million on the Acadiana Load Pocket project. Upgrading the interconnected transmission system is expected to increase capacity, reduce transmission constraints, and improve electric service for customers served by all three utilities.

Advanced Metering Infrastructure

In October 2009, Cleco Power received notification of its selection to receive a $20.0 million grant from the DOE to deploy advanced metering infrastructure technology for Cleco Power’s approximate 277,000 customers. Cleco Power applied to the DOE under a small grant process, which capped the grant award at $20.0 million. The DOE selected 100 smart-grid initiatives out of approximately 400 applications for funding under the smart-grid investment grant program. The grant program is a part of the American Recovery and Reinvestment Act of 2009, an economic stimulus package passed by Congress in February 2009. On May 3, 2010, Cleco Power accepted the terms of the $20.0 million grant from the DOE.

Implementing smart-grid technology includes installing smart meters with two-way communication capabilities along with implementing a territory-wide communication network and data management system. Cleco Power’s primary initial benefit is savings gained through operational efficiencies. Another benefit is increased information about customer usage, which will give Cleco Power better distribution system planning data, better response to customer usage questions, and faster detection and restoration of system outages. Future benefits could include providing customers with real-time energy usage information and rate options. These benefits may also require other significant capital investments.

Cleco Power estimates the project will cost $73.0 million, with the DOE grant providing $20.0 million toward the project and Cleco Power providing the remaining $53.0 million. In April 2010, Cleco Power received board approval for the project conditioned upon approval by the LPSC. Cleco Power expects to file an application with the LPSC during the second quarter of 2010 and will request expedited approval prior to the end of 2010. Upon approval from the LPSC, Cleco Power expects to complete the project by the first quarter of 2013. If Cleco Power does not receive LPSC approval, the project will be re-evaluated at that time.

Teche Blackstart Project

In January 2009, Cleco Power filed an application with the LPSC to improve its blackstart process by purchasing a 33-MW gas turbine to be sited at the Teche Power Station and designated as Teche Unit 4. The purpose of the project is to allow Cleco Power to return its generating system to service more efficiently than is currently possible in the event of a total system shutdown. As part of the Teche Power Station, Teche Unit 4 will be located in a region known as the Acadiana Load Pocket, an area that has experienced considerable growth in recent years. Cleco Power chose to acquire a refurbished gas turbine at considerable cost savings as compared to purchasing a similar new unit. The LDEQ issued an air permit in November 2009. The LPSC application was approved in December 2009.

At March 31, 2010, Cleco Power had incurred $9.6 million of the estimated $31.0 million total expenditures for this project. This estimate includes the necessary upgrades to allow the purchased unit to also function as a generation resource suitable for peaking capacity. Phase I of the project, which included procurement of the gas turbine, has been completed. Phase II, which includes site construction, is expected to begin in the second quarter of 2010, and the project is expected to be completed in the second quarter of 2011.

Franchises

In July 2009, the City of Opelousas notified Cleco Power that it would begin formally requesting proposals from other power companies to supply its electricity needs. The current agreement is set to expire in August 2011. In November 2009, the City of Opelousas received responses from power companies from which it solicited bids declining its request for proposals to provide power to the City. The Mayor formed a citizens committee to determine if the City of Opelousas should operate its power system or continue the operating and franchise agreement with Cleco Power. In December 2009, the City of Opelousas requested an extension under the operating and franchise agreement to perform the review. Cleco Power granted an extension until December 31, 2010. For the twelve-month period ended March 31, 2010, Cleco Power’s base revenue from the City of Opelousas was $8.8 million. Approximately 10,000 customers are located in the City of Opelousas. While the City of Opelousas owns a portion of the power system, Cleco Power has performed upgrades and expansions since May 1991, which was the inception of the operating and franchise agreement. If the operating and franchise agreement is not renewed by the City of Opelousas, the City of Opelousas will be liable to Cleco Power for the cost of the upgrades and expansions for approximately $9.0 million.

On March 9, 2010, a complaint was filed in the 27 th Judicial District Court of St. Landry Parish, State of Louisiana on behalf of three Cleco Power customers in Opelousas, Louisiana. The complaint alleges that Cleco Power overcharged the plaintiffs by applying to customers in Opelousas the same retail rates as Cleco Power applies to all of its retail customers. The plaintiffs allege that Cleco Power should have established, solely for customers in Opelousas, retail rates that are separate and distinct from the retail rates that apply to other customers of Cleco Power and that Cleco Power should not collect from customers in Opelousas the storm surcharge

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approved by the LPSC following Hurricanes Katrina and Rita. Cleco Power currently operates in Opelousas pursuant to a franchise granted to Cleco Power by the city of Opelousas in 1986 and an Operating and Franchise Agreement dated May 14, 1991, pursuant to which Cleco Power operates its own electric facilities and leases and operates electric facilities owned by the city of Opelousas.

In April 2010, Cleco Power filed a petition with the LPSC appealing to its expertise in declaring that the ratepayers of Opelousas have been properly charged the rates that are applicable to Cleco Power’s retail customers and that no overcharges have been collected. In addition, Cleco Power removed the purported class action lawsuit filed on behalf of Opelousas electric customers from state to the U.S. District Court for the Western District of Louisiana, so that it could be properly addressed under the terms of the Class Action Fairness Act. The investigation into the allegations is still ongoing. Management believes that this lawsuit will not have a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows.

For additional information on Cleco Power’s electric service franchises, please read “Business — Regulatory Matters, Industry Developments, and Franchises — Franchises” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Environmental Matters

Cleco is subject to extensive environmental regulation by federal, state and local authorities and is required to comply with numerous environmental laws and regulations, and to obtain and to comply with numerous governmental permits, in operating its facilities. In addition, existing environmental laws, regulations and permits could be revised or reinterpreted; new laws and regulations could be adopted or become applicable to Cleco or its facilities; and future changes in environmental laws and regulations could occur, including potential regulatory and enforcement developments related to air emissions. Cleco may incur significant additional costs to comply with these revisions, reinterpretations and requirements. If Cleco fails to comply with these revisions, reinterpretations and requirements, it could be subject to civil or criminal liabilities and fines.

On April 1, 2010, the EPA and the Department of Transportation (DOT) issued final rules establishing greenhouse gas (GHG) emission standards for certain motor vehicles under Title II of the Clean Air Act. The rule, known as the Tailpipe Rule, requires improvements in fuel economy for automobiles and light duty trucks beginning in model year 2012. By regulating GHGs from motor vehicles, the EPA has made GHGs “regulated air pollutants” for purposes of the Prevention of Significant Deterioration (PSD) air permitting program. Hence, any new or modified major sources of GHGs, such as power plants, will now be required to obtain PSD permits and undertake Best Available Control Technology (BACT) determinations for their GHG emissions. The EPA has also issued a final determination known as the Johnson Memo Reconsideration, which states that PSD permitting requirements will not apply to newly regulated pollutants, such as GHGs, until a regulatory requirement to control emissions of that pollutant takes effect. Under the EPA’s new Tailpipe Rule, the emissions control requirements do not take effect until January 2, 2011. Therefore, based on EPA statements, those new and modified major sources subject to PSD permitting for non-GHG pollutants now will be required to consider GHG emissions in permit applications as of January 2, 2011.

For a discussion of other Cleco environmental matters, please read “Business — Environmental Matters” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Recent Authoritative Guidance

For a discussion of recent authoritative guidance, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 2 — Recent Authoritative Guidance” of this form 10-Q, which discussion is incorporated herein by reference.

CRITICAL ACCOUNTING POLICIES

Cleco’s critical accounting policies include those accounting policies that are both important to Cleco’s financial condition and results of operations and those that require management to make difficult, subjective, or complex judgments about future events, which could result in a material impact to the financial statements of Cleco Corporation’s segments or to Cleco as a consolidated entity. The financial statements contained in this report are prepared in accordance with accounting principles generally accepted in the United States of America, which require Cleco to make estimates and assumptions. Estimates and assumptions about future events and their effects cannot be made with certainty. Management bases its current estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. On an ongoing basis, these estimates and assumptions are evaluated and, if necessary, adjustments are made when warranted by new or updated information or by a change in circumstances or environment. Actual results may differ significantly from these estimates under different assumptions or conditions. For a discussion of Cleco’s critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in the Registrant’s Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

CLECO POWER — NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

Set forth below is information concerning the results of operations of Cleco Power for the three months ended March 31, 2010, and March 31, 2009. The following narrative analysis should be read in combination with Cleco Power’s Unaudited Condensed Consolidated Financial Statements and the Notes contained in this Form 10-Q.

Cleco Power meets the conditions specified in General Instructions H(1)(a) and (b) to Form 10-Q and is therefore

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

permitted to use the reduced disclosure format for wholly owned subsidiaries of reporting companies. Accordingly, Cleco Power has omitted from this report the information called for by Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Item 3 (Quantitative and Qualitative Disclosures about Market Risk) of Part I of Form 10-Q and the following Part II items of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds) and Item 3 (Defaults upon Senior Securities). Pursuant to the General Instructions, Cleco Power has included an explanation of the reasons for material changes in the amount of revenue and expense items of Cleco Power between the first quarter of 2010 and the first quarter of 2009. Reference is made to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

For an explanation of material changes in the amount of revenue and expense items of Cleco Power between the first quarter of 2010 and the first quarter of 2009, see “— Results of Operations — Comparison of the Three Months Ended March 31, 2010, and 2009 — Cleco Power” of this Form 10-Q, which discussion is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Overview

Market risk inherent in Cleco’s market risk-sensitive instruments and positions includes potential changes arising from changes in interest rates and the commodity market prices of power and natural gas in the industry on different energy exchanges. Cleco is subject to market risk associated with economic hedges relating to open natural gas contracts. Cleco also is subject to market risk associated with its remaining tolling agreement counterparty. For additional information concerning Cleco’s market risk associated with its remaining counterparty, see Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — General Considerations and Credit-Related Risks.”

Cleco uses the authoritative guidance on derivatives and hedging to determine whether the market risk-sensitive instruments and positions are required to be marked-to-market. Generally, Cleco Power’s market risk-sensitive instruments and positions qualify for the normal-purchase, normal-sale exception to mark-to-market accounting since Cleco Power takes physical delivery and the instruments and positions are used to satisfy customer requirements.

Cleco’s exposure to market risk, as discussed below, represents an estimate of possible changes in the fair value or future earnings that would occur, assuming possible future movements in the interest rates and commodity prices of power and natural gas. Management’s views on market risk are not necessarily indicative of actual results, nor do they represent the maximum possible gains or losses. The views do represent, within the parameters disclosed, what management estimates may happen.

Cleco monitors credit risk exposure through reviews of counterparty credit quality, aggregate counterparty credit exposure, and aggregate counterparty concentration levels. Cleco manages these risks by establishing appropriate credit and concentration limits on transactions with counterparties and requiring contractual guarantees, cash deposits or letters of credit from counterparties or their affiliates, as deemed necessary. Cleco Power has agreements in place with various counterparties that authorize the netting of financial transactions and contract payments to mitigate credit risk for transactions entered into for risk management purposes.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. Recent market conditions have limited the availability and have increased the costs of capital for many companies. The inability to raise capital on favorable terms could negatively affect Cleco’s ability to maintain and expand its businesses. After assessing the current operating performance, liquidity, and credit ratings, management believes that it will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. Cleco Corporation and Cleco Power pay fees and interest under their respective credit facilities based on the highest rating held. If Cleco Corporation or Cleco Power’s credit ratings were to be downgraded by Moody’s and Standard & Poor’s, Cleco Corporation and Cleco Power would be required to pay additional fees and higher interest rates under their respective bank credit facilities. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit ratings were to be downgraded by Standard & Poor’s or Moody’s, Cleco Power would be required to pay additional collateral for derivatives.

Interest Rate Risks

Cleco monitors its mix of fixed- and variable-rate debt obligations in light of changing market conditions and from time to time may alter that mix, for example, refinancing balances outstanding under its variable-rate credit facility with fixed-rate debt. For details, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 5 — Debt.” Calculations of the changes in fair market value and interest expense of the debt securities are made over a one-year period.

Sensitivity to changes in interest rates for fixed-rate obligations is computed by calculating the current fair market value using a net present value model based upon a 1% change in the average interest rate applicable to such debt. Sensitivity to changes in interest rates for variable-rate obligations is computed by assuming a 1% change in the current interest rate applicable to such debt.

At March 31, 2010, Cleco had $150.0 million of short-term variable rate debt outstanding with an interest rate of LIBOR plus 2.75%. Each 1% increase in the interest rate applicable

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

to such debt would cause a $1.5 million decrease in pre-tax earnings of Cleco.

At March 31, 2010, Cleco Corporation had $35.0 million principal amount of long-term variable-rate debt outstanding under its $150.0 million five-year credit facility at an interest rate of 0.755%. The borrowings under the credit facility are considered long-term as the credit facility does not expire until June 2011. The borrowing costs under the facility are equal to LIBOR plus 0.65%, including facility fees. Each 1% increase in the interest rate applicable to such debt would have resulted in a $0.4 million decrease in pre-tax earnings of Cleco.

Cleco Power had an additional $50.0 million long-term variable rate debt outstanding. For more information regarding Cleco Power’s long-term variable-rate debt outstanding and interest rate swap, refer to “— Cleco Power” below.

Commodity Price Risks

Management believes Cleco has controls in place to minimize the risks involved in its financial and energy commodity activities. Independent controls over energy commodity functions consist of a middle office (risk management), a back office (accounting), regulatory compliance staff, as well as monitoring by a risk management committee comprised of officers and the General Manager – Internal Audit, who are approved by Cleco Corporation’s Board of Directors. Risk limits are recommended by the Risk Management Committee and monitored through a daily risk report that identifies the current VaR, current market conditions, and concentration of energy market positions.

During 2005, Cleco Power entered into certain financial hedge transactions it considers economic hedges to mitigate the risk associated with fixed-price power to be provided to a wholesale customer through December 2010. These transactions are derivatives as defined by the authoritative guidance on derivatives and hedging but do not meet the accounting criteria to be considered hedges. These transactions are marked-to-market with the resulting gain or loss recorded on the income statement as a component of operating revenue. At March 31, 2010, the positions had a negative mark-to-market value of $0.7 million, which is a decrease of $0.3 million from the negative mark-to-market value of $0.4 million at December 31, 2009. In addition, these positions resulted in a realized loss of $0.2 million during the first three months of 2010. In light of these economic hedge transactions, volatility in natural gas prices will likely cause fluctuations in the market value of open natural gas positions and ultimately in Cleco Power’s future earnings.

Cleco Power provides fuel for generation and purchases power to meet the power demands of customers. Cleco Power has entered into positions to mitigate the volatility in customer fuel costs, as encouraged by an LPSC order. Cleco Power’s fuel stabilization policy targets higher levels of minimum hedging percentages and mitigates the volatility in customer fuel costs. The change in positions could result in increased volatility in the marked-to-market amounts for the financial positions. These positions are marked-to-market with the resulting gain or loss recorded on the balance sheet as a component of the accumulated deferred fuel asset or liability and a component of the risk management assets or liabilities. When these positions close, actual gains or losses are deferred and included in the fuel adjustment clause in the month the physical contract settles. Based on market prices at March 31, 2010, the net mark-to-market impact related to open natural gas positions at March 31, 2010, were losses of $32.4 million. The majority of these natural gas positions will close over the next twelve months. Deferred losses relating to closed natural gas positions at March 31, 2010, and December 31, 2009, totaled $5.3 million and $2.6 million, respectively.

Cleco utilizes a VaR model to assess the market risk of its hedging portfolios, including derivative financial instruments. VaR represents the potential loss in fair value for an instrument from adverse changes in market factors over a defined period of time with a specified confidence level. VaR is calculated daily, using the variance/covariance method with delta approximation, assuming a holding period of one day, and a 95% confidence level for natural gas and power positions. Volatility is calculated daily from historical forward prices using the exponentially weighted moving average method.

Based on these assumptions, the VaR relating to Cleco Power’s hedge transactions for the three months ended March 31, 2010, as well as the VaR at December 31, 2009, is summarized below.

	FOR THE THREE MONTHS ENDED MARCH 31, 2010						AT MARCH 31 ,		AT DECEMBER 31,
(THOUSANDS)	HIGH		LOW		AVERAGE		2010		2009
Economic hedges	$	139.2	$	38.6	$	77.1	$	38.6	$	110.9
Fuel cost hedges	$	3,650.4	$	1,180.8	$	2,181.7	$	1,354.7	$	2,848.5

Cleco Power

Please refer to “— Risk Overview” above for a discussion of market risk inherent in Cleco Power’s market risk-sensitive instruments.

Cleco Power has entered into various fixed- and variable-rate debt obligations. Please refer to “— Interest Rate Risks” above for a discussion of how Cleco Power monitors its mix of fixed- and variable-rate debt obligations and the manner of calculating changes in fair market value and interest expense of its debt obligations.

Cleco Power had no short-term variable-rate debt as of March 31, 2010.

At March 31, 2010, Cleco Power had $50.0 million of long-term variable-rate debt outstanding with an interest rate of 3.00% plus one-month LIBOR. Each 1% increase in the interest rate applicable to such debt would cause a $0.5 million decrease in the pre-tax earnings of Cleco Power. During 2009, Cleco Power locked in an interest rate swap, effective concurrent with issuing the $50.0 million variable-rate debt, for the notional amount of the debt requiring a monthly net settlement between Cleco Power’s fixed 1.84% and the swap counterparty’s floating payment of the one-month LIBOR. Each 1% increase in the interest rate applicable to the interest rate swap would cause a $0.5 million increase in the pre-tax earnings of Cleco Power.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

At March 31, 2010, Cleco Power had no borrowings outstanding under its $275.0 million five-year credit facility.

Please refer to “— Commodity Price Risks” above for a discussion of controls, transactions, VaR, and market value maturities associated with Cleco Power’s energy commodity activities.

ITEM 4 AND 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of March 31, 2010, evaluations were performed under the supervision and with the participation of Cleco Corporation and Cleco Power LLC (individually, “Registrant” and collectively, the “Registrants”) management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). The evaluations assessed the effectiveness of the Registrants’ disclosure controls and procedures. Based on the evaluations, the CEO and CFO have concluded that the Registrants’ disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms; and that the Registrants’ disclosure controls and procedures are also effective in ensuring that such information is accumulated and communicated to the Registrants’ management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

Under the supervision and with the participation of the Registrants’ management, including the CEO and CFO, the Registrants evaluated changes in internal control over financial reporting that occurred during the quarter ended March 31, 2010, and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

PART II — OTHER INFORMATION

ITEM 1 . LEGAL PROCEEDINGS

CLECO

For information on legal proceedings affecting Cleco, see Part I, Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 10 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation.”

CLECO POWER

For information on legal proceedings affecting Cleco Power, see Part I, Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 10 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation.”

ITEM 1A. RISK FACTORS

Other than the addition of the risk factor described below, there have been no material changes from the risk factors disclosed under the heading “Risk Factors” in Item 1A of the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “2009 Annual Report on Form 10-K”). For risks that could affect actual results and cause results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Registrants, see the risk factors disclosed under “Risk Factors” in Item 1A of the 2009 Annual Report on Form 10-K. The risk factor below should be read in conjunction with the risk factors disclosed in the 2009 Annual Report on Form 10-K.

Health Care Reform

Cleco may see increased costs arising from health care reform.

In March 2010, Congress passed, and the President signed, the PPACA. This law may have a significant impact on health care providers, insurers and others associated with the health care industry. Cleco is currently evaluating the impact of this comprehensive law on its business. Federal and state governments may propose other health care initiatives and revisions to the health care and health insurance systems. It is uncertain what legislative programs, if any, will be adopted in the future, or what action Congress or state legislatures may take regarding other health care reform proposals or legislation.

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

ITEM 5. OTHER INFORMATION

Amendment of Cleco Power Organizational Documents

On April 30, 2010, the Board of Directors of Cleco Corporation approved the amendment and restatement of the Articles of Organization (as amended and restated, the “First Amended and Restated Articles of Organization”) and the Operating Agreement (as amended and restated, the “First Amended and Restated Operating Agreement,” and together with the First Amended and Restated Articles of Organization, the “Amended and Restated Organizational Documents”) of Cleco Power. The Board of Directors of Cleco Corporation adopted the Amended and Restated Organizational Documents to, among other things, appoint Cleco Corporation employee(s) to Cleco Power’s Board of Managers and thus conform the Amended and Restated Organizational Documents and Cleco Power’s governance procedures to those of Cleco Corporation’s other subsidiary limited liability companies.

The foregoing description of the Amended and Restated Organizational Documents does not purport to be complete and is qualified in its entirety by reference to the First Amended and Restated Articles of Organization and the First Amended and Restated Operating Agreement being filed with this report as Exhibits 3.2 and 3.3, respectively, and which documents are incorporated by reference herein.

Submission of Matters to a Vote of Security Holders

(a)	The Annual Meeting of Shareholders of Cleco Corporation was held April 30, 2010, in Pineville, Louisiana.

(b)	Proxies for the election of directors were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to management’s nominees, and all nominees listed in the Proxy Statement were elected.

(c)	The following is a tabulation of the votes cast upon each proposal presented at the Annual Meeting of Shareholders of Cleco Corporation on April 30, 2010.

(1)Election of Directors to serve until the 2013 Annual Meeting of Shareholders:

CLASS III DIRECTORS	FOR	WITHHELD	ABSTAIN	BROKER NON-VOTE
Sherian G. Cadoria	48,317,340	1,769,819	0	6,190,187
Richard B. Crowell	48,476,051	1,611,108	0	6,190,187
Michael H. Madison	48,637,547	1,449,612	0	6,190,187
W.L. Westbrook	48,701,631	1,385,528	0	6,190,187

The term of office as a director of each of Messrs. J. Patrick Garrett, Elton R. King, Logan W. Kruger, William L. Marks, Robert T. Ratcliff, Sr., Peter M. Scott III, Shelley Stewart, Jr., and William H. Walker, Jr. continued after the meeting.

(2)Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Cleco’s independent registered public accounting firm for the fiscal year ending December 31, 2010:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
55,169,424	889,285	218,637	0

(3)Consideration of a shareholder proposal requesting the board of directors to take steps necessary to eliminate the classification of the board of directors so as to require that all directors be elected annually.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
42,587,200	3,270,355	1,767,055	8,652,736

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

ITEM 6 . EXHIBITS

CLECO CORPORATION
3.1	Bylaws of Cleco Corporation, revised effective April 1, 2010
12(a)	Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the three- and twelve-month periods ended March 31, 2010, for Cleco Corporation
31.1	CEO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
31.2	CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
32.1	CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2	CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002

CLECO POWER
3.2	First Amended and Restated Articles of Organization of Cleco Power LLC, dated April 30, 2010
3.3	First Amended and Restated Operating Agreement of Cleco Power LLC, dated April 30, 2010
4.1	Loan Agreement, dated as of October 1, 2008, between Cleco Power LLC and the Rapides Finance Authority
4.2	Loan Agreement, dated as of December 1, 2008, between Cleco Power LLC and the Louisiana Public Facilities Authority
12(b)	Computation of Ratios of Earnings to Fixed Charges for the three- and twelve-month periods ended March 31, 2010, for Cleco Power
31.3	CEO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
31.4	CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
32.3	CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.4	CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLECO CORPORATION
	(Registrant)




	By: /s/ R. Russell Davis
	R. Russell Davis
	Vice President - Investor Relations & Chief Accounting Officer

Date: May 5, 2010

CLECO CORPORATION
CLECO POWER	2010 1ST QUARTER FORM 10-Q

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLECO POWER LLC
	(Registrant)




	By: /s/ R. Russell Davis
	R. Russell Davis
	Vice President - Investor Relations & Chief Accounting Officer

Date: May 5, 2010

Exhibit 3.1

BYLAWS

CLECO CORPORATION

(Revised effective April 1, 2010)

ARTICLE I	Registered Office; Registered Agents; Corporate Seal	1

Section 1.	Registered Office and Registered Agent(s)	1
Section 2.	Corporate Seal	1

ARTICLE II	Shareholders	1

Section 1.	Place of Holding Meetings	1
Section 2.	Quorum: Adjournment of Meetings	1
(a)	General Rule	1
(b)	Special Rule	1
(c)	Adjournments	2
Section 3.	Annual Meeting	2
Section 4.	Special Meeting	2
Section 5.	Conduct of Meetings	3
Section 6.	Voting	4
Section 7.	Notice	5
Section 8.	Amendment of Articles of Incorporation	6
(a)	Shareholders Proposals	6
(b)	Effectiveness	7
Section 9.	Effectiveness of Other Amendments to Articles of Incorporation	7

ARTICLE III	Directors	8

Section 1.	Certain General Provisions	8
(a)	Number	8
(b)	Classifications	8
(c)	Nominations	8
(d)	Qualifications; Declaration of Vacancy	9
(e)	Removal	11
(f)	Powers	12
(g)	Change in Number of Directors	12
(h)	Rights of Preferred Shareholders, etc.	12
Section 2.	Filling of Vacancies	12
Section 3.	Annual and Regular Meetings	13
Section 4.	Special Meetings	13
Section 5.	Place of Meetings; Telephone Meetings	13
Section 6.	Quorum	13
Section 7.	Compensation	14
Section 8.	Committees	14

ARTICLE IV	Indemnification	14

Section 1.	Right to Indemnification – General	14
Section 2.	Certain Provisions Respecting Indemnification for and Advancement of Expenses	14

Section 3.	Procedure for Determination of Entitlement to Indemnification	15
Section 4.	Presumptions and Effect of Certain Proceedings	16
Section 5.	Right of Claimant to Bring Suit	17
Section 6.	Non-Exclusivity and Survival of Rights	17
Section 7.	Definitions	18

ARTICLE V	Executive Committee	19

Section 1.	Election and Tenure	19
Section 2.	Executive Committee	19
Section 3.	Meetings	19
Section 4.	Compensation	20

ARTICLE VI	Audit Committee	20

Section 1.	Election and Tenure	20
Section 2.	Audit Committee	20
Section 3.	Meetings	20
Section 4.	Compensation	20

ARTICLE VII	Compensation Committee	20

Section 1.	Election and Tenure	20
Section 2.	Compensation Committee	20
Section 3.	Meetings	21
Section 4.	Compensation	21

ARTICLE VII.A.	Nominating/Governance Committee	21

Section 1.	Election and Tenure	21
Section 2.	Nominating/Governance Committee	21
Section 3.	Meetings	21
Section 4.	Compensation	21

ARTICLE VIII	Officers	22

Section 1.	Election, Tenure, and Compensation	22
Section 2.	Powers and Duties of Chairman of Board of Directors	22
Section 3.	Powers and Duties of President	22
Section 4.	Powers and Duties of Vice President	22
Section 5.	Powers and Duties of Secretary	22
Section 6.	Powers and Duties of Treasurer	23
Section 7.	Delegation of Duties	23

ARTICLE IX	Capital Stock	23

iii


Section 1.	Stock Certificates	23
Section 2.	Lost or Destroyed Certificates	24
Section 3.	Transfer of Shares	24
Section 4.	Dividends	24
Section 5.	Closing Transfer Books; Fixing Record Date	24

ARTICLE X	Fair-Price Provisions	24

Section 1.	Definitions	24
Section 2.	Vote Required in Business Combinations	28
Section 3.	Wh en Voting Requirements Not Applicable	28
(a)	Definitions	28
(b)	Conditions	29
(c)	Other Provisions	31

ARTICLE XI	Notices	32

Section 1.	Manner of Giving Notice	32
Section 2.	Waiver of Notice	32

ARTICLE XII	Miscellaneous	32

Section 1.	Fiscal Year	32
Section 2.	Checks and Drafts	32
Section 3.	Books and Records	32
Section 4.	Separability	32

ARTICLE XIII	Amendment of Bylaws	33

Section 1.	Voting	33
Section 2.	Shareholder Proposals	33
Section 3.	Effective Date	33

ARTICLE XIV	Other Amendments to Bylaws	34

Section 1.	Effective Date	34

ARTICLE XV	Control Share Acquisition Statute	34

Section 1.		34

BYLAWS

CLECO CORPORATION

ARTICLE I

Registered Office; Registered Agents; Corporate Seal

Section 1. Registered Office and Registered Agent(s ). The registered office of the Corporation is 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226, and its registered agents are the president and chief executive officer of the Corporation, the general counsel, and the manager of insurance and claims of the Corporation, post office address 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226. The Corporation may also have offices at such other places as the board of directors, the chief executive officer or the president may from time to time designate.

Section 2. Corporate Seal . The corporate seal of the Corporation shall be circular in form and have inscribed on its periphery the words “Cleco Corporation 1999" and in its center the words “Corporate”, “Seal” and “Louisiana.”

ARTICLE II

Shareholders

Section 1. Place of Holding Meetings . All meetings of the shareholders shall be held at the principal office of the Corporation in the City of Pineville, State of Louisiana, except in cases in which the notices thereof designate some other place, which may be within or without the State of Louisiana.

Section 2. Quorum; Adjournment of Meetings .

(a) General Rule . Except as otherwise provided in these bylaws, the presence in person or by proxy at a meeting of shareholders of the holders of record of a number of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat that represents a majority of the votes entitled to be cast thereat shall constitute a quorum at such meeting.

(b) Special Rule . At a meeting of shareholders at least one purpose of which is to amend or repeal a provision of or to supplement these bylaws or the articles of incorporation of the Corporation or to act on a merger, consolidation, reclassification, repurchase, or exchange of securities, transfer of all or substantially all of the assets of the Corporation, dissolution, “business combination” as defined in article X of these bylaws, or similar transaction, a quorum shall for all purposes consist of the presence in person or by proxy at such meeting of the holders of the

number of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat that represents 80% of the votes entitled to be cast thereat. At a meeting described in the preceding sentence, the quorum for any class of shares entitled to vote as a class shall be the holders of the number of shares of such class that represents 80% of the votes entitled to be cast by all holders of all shares of such class. Notwithstanding the foregoing, if the change in the articles of incorporation or bylaws, merger, consolidation, reclassification, repurchase, or exchange of securities, transfer of all or substantially all of the assets of the Corporation, dissolution, “business combination” as defined in article X of these bylaws, or similar transaction in question shall have been approved, before submission of a proposal relating thereto to a vote of shareholders, by at least 80% of the “continuing directors” (hereinafter defined) of the Corporation, then, instead of subsection (b), subsection (a) of this section 2 shall determine the quorum at the meeting of shareholders at which such proposal is considered by shareholders. For purposes of the preceding, a “continuing director” shall mean a director elected pursuant to a solicitation of proxies by the board of directors of the Corporation at an annual meeting of shareholders held at least 90 days before the date of determination and who has served continuously since such election, or a director elected by continuing directors to fill a vacancy.

(c) Adjournments . If less than a quorum shall be in attendance at the time for which a meeting shall have been called, such meeting may, without any notice other than by announcement at such meeting, be adjourned from time to time by the vote of the shareholders present in person or by proxy representing a majority of the votes so present, for a period not exceeding one month at any one time, without notice other than by announcement at the meeting, until a quorum shall attend; provided, however, that a meeting at which a director or directors are to be elected shall be adjourned only from day to day until such director or directors have been elected. A meeting at which a quorum is present may also be adjourned in like manner. At an adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if such meeting had been held as originally called.

Section 3. Annual Meeting . Except as otherwise provided by resolution of the board of directors, the annual meeting of shareholders for the election of directors shall be held on the third Friday after the first Monday in April of each year. At each annual meeting, the shareholders shall elect directors to succeed those whose terms have expired as of the date of such annual meeting. Such other matters as may properly come before a meeting may be acted upon at an annual meeting.

Section 4. Special Meeting .

(a) Special meetings of the shareholders for any purpose or purposes may be called by the chief executive officer or president, by a majority of the board of directors, or by a majority of the executive committee, if any, of the board of directors; provided, however, that if and whenever dividends payable on any series of the Corporation’s preferred stock shall be in default in an amount equal to the aggregate dividends payable in any period of 12 consecutive calendar months, a special meeting shall be called on the demand in writing of the holders of record of a majority of the outstanding shares of preferred stock; and, provided further, that a special meeting of shareholders may be called by a shareholder or shareholders as provided in the Corporation’s articles of incorporation, these bylaws, or otherwise by law.

(b) Any shareholder requesting that a special meeting of shareholders be called (the “Requesting Person”) shall, at the time of making the request, submit written evidence, reasonably satisfactory to the secretary of the Corporation, that the Requesting Person is a shareholder of the Corporation and shall identify in writing (i) the reason or reasons for which the special meeting is to be called, (ii) the number of shares of each class of capital stock of the Corporation owned beneficially by the Requesting Person, (iii) all other persons with whom the Requesting Person is acting in concert, and (iv) the number of shares of capital stock beneficially owned by each such person with whom the Requesting Person is acting in concert. Within 15 days after the Requesting Person has submitted the aforesaid items to the secretary of the Corporation, the secretary of the Corporation shall determine whether the evidence of the Requesting Person’s status as a shareholder submitted by the Requesting Person is reasonably satisfactory and shall notify the Requesting Person in writing of his determination. If the Requesting Person fails to submit the requisite information in the form or at the time indicated, or if the secretary of the Corporation fails to find such evidence of shareholder status reasonably satisfactory, then the request to call a special meeting of shareholders shall be deemed invalid (by reason of failure to comply with these bylaws) and no special meeting of shareholders shall be held pursuant to such request. Beneficial ownership shall be determined in accordance with section 1 of article X of these bylaws. Nothing in this subsection (b) shall affect the rights of the Corporation’s shareholders as provided in section 3(b) of article 6 of the Corporation’s articles of incorporation or as provided in subsection (a) immediately preceding with respect to the rights of the Corporation’s preferred shareholders.

Section 5. Conduct of Meetings . Meetings of shareholders shall be presided over by the chief executive officer or president of the Corporation or, if the chief executive officer or president is not present at a meeting, by such other person as the board of directors shall designate or, if no such person is designated by the board of directors, the most senior officer of the Corporation present at the meeting. The secretary of the Corporation, if present, shall act as secretary of each meeting of shareholders; if he is not present at a meeting, then such person as may be designated by the presiding officer shall act as secretary of the meeting. Meetings of shareholders shall follow reasonable and fair procedure. Subject to the foregoing, the conduct of any meeting of shareholders and the determination of procedure and rules shall be within the absolute discretion of the presiding officer (the “Chairman of the Meeting”), and there shall be no appeal from any ruling of the Chairman of the Meeting with respect to procedure or rules. Accordingly, in any meeting of shareholders or part thereof, the Chairman of the Meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules. Without limiting the foregoing, the following rules shall apply:

(a) The Chairman of the Meeting may ask or require that anyone not a bona fide shareholder or proxy leave the meeting.

(b) A resolution or motion shall be considered for vote only if proposed by a shareholder or duly authorized proxy, and seconded by an individual, who is a shareholder or a duly authorized proxy, other than the individual who proposed the resolution or motion, subject to compliance with any other requirements concerning such a proposed resolution or motion contained in these bylaws. The Chairman of the Meeting may propose any motion for vote. The order of business at all meetings of shareholders shall be determined by the Chairman of the Meeting.

(c) The Chairman of the Meeting may impose any reasonable limits with respect to participation in the meeting by shareholders, including, but not limited to, limits on the amount of time at the meeting taken up by the remarks or questions of any shareholder, limits on the numbers of questions per shareholder, and limits as to the subject matter and timing of questions and remarks by shareholders.

(d) Before any meetings of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the Meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting of shareholders. The number of inspectors shall be three. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the Meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill such vacancy.

The duties of these inspectors shall be as follows:

(1) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(2) Receive votes or ballots;

(3) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(4) Count and tabulate all votes;

(5) Report to the board of directors the results based on the information assembled by the inspectors; and

(6) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

Notwithstanding the foregoing, the final certification of the results of any election or other matter acted upon at a meeting of shareholders shall be made by the board of directors.

Section 6. Voting . Except as otherwise provided by the articles of incorporation, each holder of shares of capital stock of the Corporation shall be entitled, at each meeting of shareholders, to one vote for each share of such stock standing in his name on the books of the corporation on the date of such meeting or, if the board of directors, pursuant to section 5 of article IX of these bylaws, shall have fixed a record date for the purpose of such meeting or shall have fixed a date as of which the books of the Corporation shall be temporarily closed against transfers of shares, then as of such date; except that in the election of directors of the Corporation, each holder of shares of common stock of the Corporation shall have the right to multiply the number of votes to which he may be entitled by the number of directors to be elected, and he may cast all such votes for one candidate or he may distribute them among any two or more candidates. A shareholder may vote either in person or by proxy appointed by an instrument in writing,

subscribed by such shareholder or by his duly authorized attorney. Except as otherwise provided by law, the articles of incorporation, or these bylaws, all elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting at which a quorum is present.

Section 7. Notice .

(a) Unless otherwise provided by the articles of incorporation, written or printed notice, stating the place, day, and hour of each meeting of shareholders, and, in the case of a special meeting, the business proposed to be transacted thereat, shall be given in the manner provided in article XI of these bylaws to each shareholder entitled to vote at such meeting, at least 15 days before an annual meeting and at least five days before a special meeting.

(b) Except as provided in subsection (c) of this section, to be properly brought before any meeting of the shareholders, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors pursuant to subsection (a) of this section 7, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before the meeting by a shareholder. In addition to any other applicable requirements, including (without limitation) requirements imposed by federal securities laws pertaining to proxies, for business to be properly brought before any meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation at least 120 days prior to the meeting; provided, however, that in the event that less than 135 days’ notice or prior public disclosure of the date of any meeting of shareholders is given or made to shareholders by the Corporation, notice by the shareholder to be timely must be so received not later than the close of business of the 15th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. A shareholder’s notice to the secretary of the Corporation shall set forth in writing as to each matter the shareholder proposes to bring before any meeting of the shareholders (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the name of all other persons with whom the shareholder is acting in concert, (iv) the class and number of shares of the Corporation which are beneficially owned by the shareholder, (v) the class and number of shares of the Corporation which are beneficially owned by each such person with whom the shareholder is acting in concert, and (vi) any material interest of the shareholder, or any such person with whom the shareholder is acting in concert, in such business. Beneficial ownership shall be determined in accordance with section 1 of article X of these bylaws.

Except as provided in subsection (c) of this section 7, notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any meeting of the shareholders except in accordance with the procedures set forth in this section 7 of article II, provided, however, that nothing in this section 7 of article II shall be deemed to preclude discussion by any shareholder as to any business properly brought before any meeting of the shareholders.

The Chairman of the Meeting shall, if the facts warrant, determine and declare at any meeting of the shareholders that business was not properly brought before the meeting of shareholders in accordance with the provisions of this section 7 of article II, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. A determination whether a matter is or is not properly before the meeting shall not depend on whether such proposal has been or will be included in any proxy statement delivered or to be delivered to the Corporation’s shareholders.

Nothing in this subsection (b) shall affect the rights of the Corporation’s shareholders as provided in section 3(b) of article 6 of the Corporation’s articles of incorporation or as provided in subsection (a) of section 4 of article II of these bylaws with respect to the rights of the Corporation’s preferred shareholders.

(c) Nothing in subsection (b) of this section 7 shall apply to the following provisions of these bylaws or any proposal by a shareholder or shareholders with respect to any matter governed by any of the following provisions:

Article II, section 8(a);

Article III, section 1(c);

Article III, section 1(e); and

Article XIII, section 2.

Section 8. Amendment of Articles of Incorporation .

(a) Shareholder Proposals . No proposal by a shareholder to amend or supplement the articles of incorporation of the Corporation shall be voted upon at a meeting of shareholders unless, at least 180 days before such meeting of shareholders, such shareholder shall have delivered in writing to the secretary of the Corporation (i) notice of such proposal and the text of such amendment or supplement, (ii) evidence, reasonably satisfactory to the secretary of the Corporation, of such shareholder’s status as such and of the number of shares of each class of the capital stock of the Corporation beneficially owned by such shareholder, (iii) a list of the names of other beneficial owners of shares of the capital stock of the Corporation, if any, with whom such shareholder is acting in concert, and of the number of shares of each class of the capital stock of the Corporation beneficially owned by each such beneficial owner, and (iv) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the board of directors of the Corporation, to the effect that the articles of incorporation of the Corporation, as proposed to be so amended or supplemented, would not be in conflict with the laws of the State of Louisiana. Within 30 days after such shareholder shall have delivered the aforesaid items to the secretary of the Corporation, the secretary and the board of directors of the Corporation shall respectively determine whether the items to be ruled upon by them are reasonably satisfactory and shall notify such shareholder in writing of their respective determinations. If such shareholder fails to submit a required item in the form or within the time indicated, or if the secretary or the board of directors of the Corporation determines that the items to be ruled upon by them are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Corporation at such meeting of shareholders.

Beneficial ownership shall be determined in accordance with section 1 of article X of these bylaws.

(b) Effectiveness . No provision amending or supplementing, or purporting to amend or supplement, the articles of incorporation of the Corporation that would have an effect, direct or indirect, on any of the following items may be included in articles of amendment signed by any officer, agent or representative of the Corporation on behalf of the Corporation or delivered to the Secretary of State of Louisiana for filing of record until the later of (i) one year following the adoption by the shareholders of such amendment or supplement or (ii) 10 days after the adjournment sine die of the annual meeting of shareholders next succeeding the adoption by the shareholders of the Corporation of such amendment or supplement:

(1) quorum at a regular or special meeting of shareholders;

(2) procedures for amendment of the articles of incorporation or bylaws of the Corporation upon a proposal by a shareholder of the Corporation;

(3) the effective date of an amendment to the articles of incorporation or bylaws of the Corporation, or the time at which steps may be taken to effect an amendment to the articles of incorporation or bylaws of the Corporation; or

(4) votes of shareholders of the Corporation required to approve (i) an amendment or supplement to or repeal of the bylaws of the Corporation, (ii) an amendment or supplement to the articles of incorporation of the Corporation, or (iii) a merger, consolidation, share exchange, reclassification of securities, repurchase of shares, transfer of all or substantially all of the assets of the Corporation, dissolution, “business combination” as defined in article X of these bylaws, or similar transaction.

Section 9. Effectiveness of Other Amendments to Articles of Incorporation . No provision amending or supplementing, or purporting to amend or supplement, the articles of incorporation of the Corporation that would have an effect, direct or indirect, on any of the following items may be included in articles of amendment signed by any officer, agent or representative of the Corporation on behalf of the Corporation or delivered to the Secretary of State of Louisiana for filing of record until the later of (i) one year following the adoption by the shareholders of such amendment or supplement or (ii) 10 days after the adjournment sine die of the annual meeting of the shareholders next succeeding the adoption by the shareholders of the Corporation of such amendment or supplement:

(1) the number of directors of the Corporation;

(2) the classification of the board of directors of the Corporation into three classes of as nearly as possible equal size;

(3) the procedures for nomination by a shareholder of persons to be elected as directors of the Corporation;

(4) qualifications of directors of the Corporation or the declaration by the board of directors of a vacancy in the office of director;

(5) removal of directors or officer of the Corporation;

(6) power of directors of the Corporation;

(7) the filling of vacancies on the board of directors of the Corporation and the election of directors to fill newly created directorships;

(8) powers of committees of the board of directors of the Corporation;

(9) the calling of special meetings of shareholders;

(10) determinations of the presiding person at a meeting of shareholders;

(11) votes of shareholders of the Corporation required to approve the removal of a director.

ARTICLE III

Directors

Section 1. Certain General Provisions .

(a) Number . The corporate powers of the Corporation shall be vested in and exercised, and the business and affairs of the Corporation shall be managed, by a board of directors which shall consist of twelve (12) directors.

(b) Classification . The board of directors of the Corporation shall be divided into three classes of as nearly as possible equal size, with the term of office of directors of one class expiring each year. At the 2000 annual meeting of shareholders, the Class III directors shall be elected to hold office for a term expiring at the third succeeding annual meeting. At the 2001 annual meeting of shareholders, the Class I directors shall be elected to hold office for a term expiring at the third succeeding annual meeting. At the 2002 annual meeting of shareholders, the Class II directors shall be elected to hold office for a term expiring at the third succeeding annual meeting. Thereafter, at each annual meeting of shareholders, the successors to the class of directors whose terms shall have expired at such meeting shall be elected to hold office for a term expiring at the third annual meeting succeeding such meeting.

(c) Nominations . Nominations for election of members of the board of directors may be made by the board of directors or by a shareholder. The name of a person to be nominated by a shareholder (a “Nominator”) as a member of the board of directors of the Corporation must be submitted in writing to the secretary of the Corporation not fewer than 180 days before the date of the meeting of shareholders at which such person is proposed to be nominated. The Nominator

shall also submit written evidence, reasonably satisfactory to the secretary of the Corporation, that the Nominator is a shareholder of the Corporation and shall identify in writing (i) the number of shares of each class of capital stock of the Corporation beneficially owned by the Nominator, (ii) all other persons with whom the Nominator is acting in concert, and (iii) the number of shares of capital stock of the corporation beneficially owned by each such person with whom the Nominator is acting in concert. At such time, the Nominator shall also submit in writing (1) the information with respect to each such proposed nominee which would be required to be provided in a proxy statement prepared in accordance with regulation 14A under the Securities Exchange Act of 1934, as amended, (2) to the extent not provided in the information submitted pursuant to (1) immediately preceding or otherwise provided pursuant to this subsection (c), (w) a description of all arrangements or understandings between the Nominator and each such proposed nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Nominator, (x) the name, age, business address and residence address, business experience or other qualifications of each such proposed nominee, (y) the principal occupation or employment of each such proposed nominee, and (z) the number of shares of capital stock beneficially owned by each such proposed nominee, and (3) a notarized affidavit executed by each such proposed nominee to the effect (x) that, if elected as a member of the board of directors, he will serve, (y) that he has reviewed the provisions of section 1 of this article III of these bylaws, and (z) that he is eligible for election as a member of the board of directors. Within 30 days after the Nominator has submitted the aforesaid items to the secretary of the Corporation, the secretary of the Corporation shall determine whether the evidence of the Nominator's status as a shareholder submitted by the Nominator is reasonably satisfactory and shall notify the Nominator in writing of his determination with respect thereto. The failure of the secretary of the Corporation to find such evidence reasonably satisfactory, or the failure of the Nominator to submit the requisite information in the form or within the time indicated, shall make the person to be nominated ineligible for nomination at the meeting of shareholders at which such person is proposed to be nominated. Beneficial ownership shall be determined in accordance with section 1 of article X of these bylaws.

(d) Qualifications; Declaration of Vacancy .

(1) No person shall be eligible for election or reelection as a director after attaining age 72, and no person who is or shall have been a full-time officer or employee of the Corporation or any subsidiary thereof shall be eligible for election or reelection as a director after attaining age 65 or (even if under 65) after such director's employment by the Corporation has terminated.

(2) Upon attaining the age of 72 or 65, as specified in paragraph (1) immediately preceding, a director may continue to serve as a director of the Corporation until no later than the next succeeding annual meeting of shareholders, at which time, unless he has previously ceased to be a member of the board of directors of the Corporation, his position as a director shall cease. Notwithstanding the foregoing, with regard to a director of the Corporation who is also an officer or employee of the Corporation or any subsidiary thereof, such director's position as a director shall cease immediately upon termination of such director's employment by the Corporation.

(3) No person shall be eligible for election or reelection or to continue to serve as a member of the board of directors who is an officer, director, agent, representative, partner, employee, or nominee of, or otherwise acting at the direction of, or acting in concert with, (y) a "public utility company" (other than one that is an “affiliate” of the Corporation) or "holding company" (other than one that is an “affiliate” of the Corporation) as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, or "public utility" (other than one that is an “affiliate” (as defined in 18 C.F.R. §161.2) of the Corporation) as such term is defined in Section 201(e) of the Federal Power Act of 1920, as amended, or (z) an "affiliate" (as defined in 17 C.F.R. § 230.405) under the Securities Act of 1933, as amended) of any of the persons or entities specified in clause (y) immediately preceding.

(4) Upon the occurrence of any of the events described in paragraph (2) of this subsection (d), the affected director shall cease to be a director of the Corporation at the time specified in such paragraph. Determination of the eligibility of a person for election, reelection, or continued service on the board of directors under other provisions of this subsection (d) or otherwise as provided by applicable law including, but not limited to, occurrence of an event specified in Section 81.C(2) of the Louisiana Business Corporation Law, shall, subject to the provisions of paragraph (6) below, be made by vote of a majority of the members of the board of directors. If the board of directors, pursuant to such a determination, determines that a person is ineligible for election, reelection, or continued service on the board of directors, such ineligibility shall be effective immediately upon such determination, and, if the affected person is a director of the Corporation at the time of such determination, his position as a director shall cease at such time.

Within 30 days after a Nominator has submitted the name of a person to be nominated as a member of the board of directors, the board of directors shall determine whether the proposed nominee is eligible for election under this subsection (d) and shall notify the Nominator in writing of its determination. If the board of directors shall determine that such proposed nominee is not eligible for election, such person shall be ineligible to be nominated at the meeting of shareholders for which his nomination was proposed.

(5) If a director of the Corporation ceases to be a director (x) at the annual meeting of shareholders next succeeding the day upon which he attained the age of 72 or 65, as specified in paragraphs (1), (2), and (4) of this subsection (d), and if there is time remaining in the regularly scheduled term of office of such director, (y) because of termination of employment, as provided in paragraphs (1), (2), and (4) of this subsection (d), or (z) upon the determination of the board of directors of the Corporation pursuant to paragraph (4) of this subsection (d) that a director of the Corporation is no longer qualified to continue serving as a director of the Corporation, the board of directors shall declare the office held by such director vacant and may fill such vacancy as provided in section 2 of this article III of these bylaws.

(6) Without limiting the ability of the board of directors as provided by applicable law to declare vacant the position of a director on the board of directors, if a

member of the board of directors has been adjudged by a court of competent jurisdiction to be guilty of fraud, criminal conduct (other than minor traffic violations), gross abuse of office amounting to a breach of trust, or similar misconduct, and no appeal (or further appeal) therefrom is permitted under applicable law, the other directors then in office, by unanimous vote, may declare the position occupied by such director vacant, and such other directors may fill such vacancy as provided in section 2 of this article III of these bylaws.

(e) Removal . In this subsection (e), the terms "remove" and "removal" and their related grammatical forms shall refer only to the process of dismissal provided for in this subsection, and shall not be deemed to refer to disqualification of a director, cessation of a director to be such, or declaration of a vacancy in the office of director as provided for in subsection (d) of this section 1 or otherwise as permitted by law.

A member of the board of directors may be removed by the shareholders of the Corporation only for cause. Any such removal for cause shall be at a special meeting of shareholders called for such purpose. The vote of the holders of shares conferring 80% of the total votes of all shares of capital stock of the Corporation voting as a single class shall be necessary to remove a director; provided, however, that if a director has been elected by the exercise of the privilege of cumulative voting, such director may not be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the class of directors of which he is a part. For purposes of this subsection (e), cause for removal shall exist only if a director shall have been adjudged by a court of competent jurisdiction to be guilty of fraud, criminal conduct (other than minor traffic violations), gross abuse of office amounting to a breach of trust, or similar misconduct, and no appeal (or further appeal) therefrom shall be permitted under applicable law.

No proposal by a shareholder to remove a director of the Corporation shall be voted upon at a meeting of shareholders unless, at least 180 days before such meeting, such shareholder shall have delivered in writing to the secretary of the Corporation (1) notice of such proposal, (2) a statement of the grounds on which such director is proposed to be removed, (3) evidence, reasonably satisfactory to the secretary of the Corporation, of such shareholder's status as such and of the number of shares of each class of the capital stock of the Corporation beneficially owned by such shareholder, (4) a list of the names of other beneficial owners of shares of the capital stock of the Corporation, if any, with whom such shareholder is acting in concert, and of the number of shares of each class of the capital stock of the Corporation beneficially owned by each such beneficial owner, and (5) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the board of directors of the Corporation (excluding the director proposed to be removed), to the effect that, if adopted at a duly called special meeting of the shareholders of the Corporation by the vote of the holders of shares conferring 80% of the total votes of all shares of the capital stock of the Corporation voting as single class, such removal would not be in conflict with the laws of the State of Louisiana, the articles of incorporation of the Corporation, or these bylaws. Within 30 days after such shareholder shall have delivered the aforesaid items to the secretary of the Corporation, the secretary and the board of directors of the Corporation shall respectively determine whether the items to be ruled upon by them are reasonably satisfactory and shall notify such shareholder in writing of their respective determinations. If such shareholder fails to submit a required item in the form or within

the time indicated, or if the secretary or the board of directors of the Corporation determines that the items to be ruled upon by them, respectively, as provided above are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Corporation at such meeting of shareholders. Beneficial ownership shall be determined as specified in section 1 of article X of these bylaws.

(f) Powers . Subject to the provisions of the laws of the State of Louisiana, the articles of incorporation of the Corporation, and these bylaws, the board of directors shall have and exercise, in addition to such powers as are set forth in the articles of incorporation, all of the powers which may be exercised by the Corporation, including, but without thereby limiting the generality of the above, the power to create and to delegate, with power to subdelegate, any of its powers to any committee, officer, or agent; provided, however, that the board of directors shall not have the power to delegate its authority to:

(1) amend, repeal, or supplement the bylaws of the Corporation;

(2) take definitive action on a merger, consolidation, reclassification or exchange of securities, repurchase by the Corporation of any of its equity securities, transfer of all or substantially all of the assets of the Corporation, dissolution, "business combination" as defined in article X of these bylaws, or similar action;

(3) elect or remove a director or officer of the Corporation;

(4) submit a proposal to shareholders for action by shareholders;

(5) appoint a director to or remove a director from a committee of the board of directors; or

(6) declare a dividend on the capital stock of the Corporation.

(g) Change in Number of Directors . No amendment or supplement to or repeal of subsection (a) of section 1 of article III of these bylaws that would have the effect of increasing the number of authorized directors of the Corporation by more than two during any 12-month period shall be permitted unless at least 80% of the "continuing directors" then in office (as defined in subsection (b) of section 2 of article II of these bylaws) shall authorize such action. If the number of directorships is changed for any reason, any increase or decrease in the number of directorships shall be apportioned among the classes so as to make all classes as nearly equal in number as possible.

(h) Rights of Preferred Shareholders, etc . Nothing in this section 1 of this article III of these bylaws shall affect the rights of the Corporation's shareholders as provided in section 3(b) of article 6 of the Corporation's articles of incorporation.

Section 2. Filling of Vacancies . Except to the extent required by law or section 3(b) of article 6 of the articles of incorporation of the Corporation, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the board of

directors resulting from the attainment by a director of the age of 72 or 65, as specified in paragraphs (1), (2), (4), and (5) of subsection (d) of section 1 of this article III, or from death, resignation, disqualification or removal of a director, or from failure of the shareholders to elect the full number of authorized directors, or from any other cause shall be filled by the affirmative vote of at least a majority of the remaining directors (or director) then in office, even though less than a quorum of the whole board. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred. Except to the extent required by law or section 3(b) of article 6 of the articles of incorporation of the Corporation, the shareholders shall have no right to fill any vacancies in the board of directors.

Section 3. Annual and Regular Meetings . Within 45 days after each annual meeting of shareholders, and if possible on the date of each annual meeting of shareholders immediately following each such meeting, the board of directors shall hold an annual meeting for the purpose of electing officers and transacting other corporate business. Such meeting shall be called in the manner for calling regular or special meetings of the board of directors.

Except as otherwise provided by resolution of the board of directors, other regular meetings of the board of directors shall be held on the last Friday in January, July and October at such places as the chief executive officer or president may direct in the notices of such meetings. At least five days' notice by mail or written telecommunication shall be given to each director of the time and place of holding each regular meeting of the board of directors.

Section 4. Special Meetings . A special meeting of the board of directors may be called by the chief executive officer or president, to be held at such place as he may direct in the notice of such meeting, on four days' notice by mail or three days' notice by written telecommunication, to each director. A special meeting shall be called by the chief executive officer or president in like manner on the written request of at least 50% of the members of the board.

Section 5. Place of Meetings; Telephone Meetings . A meeting of the board of directors may be held either within or without the State of Louisiana. The time and place of holding a regular or special meeting of the board of directors may be changed and another place and time fixed for such regular or special meeting by a majority of the members of the board.

The members of the board of directors, and a committee thereof, may participate in and hold a meeting of the board or of such committee by means of conference telephone or similar communications equipment provided that all persons participating in such meeting can hear and communicate with one another. Participation in a meeting pursuant to this provision shall constitute presence in person at such meeting, except where a person participates in such meeting for the express purpose of objecting to the transaction of any business on the grounds that such meeting was not lawfully called or convened.

Section 6. Quorum . A majority of the directors shall constitute a quorum, but a smaller number may adjourn a meeting from time to time without further notice until a quorum is secured. If a quorum is present, the directors present can continue to do business until adjournment

notwithstanding the subsequent withdrawal of enough directors to leave less than a quorum or the refusal of any director present to vote.

Section 7. Compensation . Each director shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending any regular or special meeting of the board and, by resolution of the board, such other compensation as it may approve. Such reimbursement and compensation shall be payable whether or not an adjournment be had because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in another capacity and receiving compensation therefor.

Section 8. Committees . From time to time, the board of directors may appoint, from its own number, in addition to the committees provided for in these bylaws, such other committee or committees for such purpose or purposes as it shall determine. Subject to the limitations imposed by these bylaws, the articles of incorporation, and the laws of the State of Louisiana, each committee of the board of directors shall have such powers as shall be specified in the resolution of appointment.

ARTICLE IV

Indemnification

Section 1. Right to Indemnification - General . The Corporation shall indemnify any person who was or is, or is threatened to be made, a party to or otherwise involved in any pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative or investigative (any such threatened, pending or completed proceeding being hereinafter called a "Proceeding") by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another business, foreign or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (whether the basis of his involvement in such Proceeding is alleged action in an official capacity or in any other capacity while serving as such), to the fullest extent permitted by applicable law in effect from time to time, and to such greater extent as applicable law may from time to time permit, from and against expenses, including attorney's fees, judgments, fines, amounts paid or to be paid in settlement, liability and loss, ERISA excise taxes, actually and reasonably incurred by him or on his behalf or suffered in connection with such Proceeding or any claim, issue or matter therein; provided, however, that, except as provided in section 5 of this article, the Corporation shall indemnify any such person claiming indemnity in connection with a Proceeding initiated by such person only if such Proceeding was authorized by the board of directors.

Section 2.

Certain Provisions Respecting Indemnification for and Advancement of Expenses .

(a) To the extent that a person referred to in section 1 of this article is required to serve as a witness in any Proceeding referred to therein, he shall be indemnified against all Expenses (as

hereinafter defined) actually and reasonably incurred by him or on his behalf in connection with serving as a witness.

(b) The Corporation shall from time to time pay, in advance of final disposition, all Expenses incurred by or on behalf of any person referred to in section 1 of this article claiming indemnity thereunder in respect of any Proceeding referred to therein. Each such advance shall be made within ten days after the receipt by the Corporation of a statement from the claimant requesting the advance, which statement shall reasonably evidence the relevant Expenses and be accompanied or preceded by any such undertaking as may be required by applicable law respecting the contingent repayment of such Expenses. Whenever and to the extent applicable law requires the board of directors to act in the specific case with respect to the payment of Expenses in advance of the final disposition of any Proceeding, the board of directors shall act with respect thereto within the period specified in the preceding sentence and shall withhold the payment of Expenses in advance only if there is a reasonable and prompt determination by the board of directors by a majority vote of a quorum of Disinterested Directors (as hereinafter defined), or (if such quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs) by Independent Counsel (as hereinafter defined) in a written opinion, that advancement of Expenses is inappropriate, even taking into account any undertaking given with respect to the repayment of such Expenses, because based on the facts then known there is no reasonable likelihood that the claimant would be able ultimately to demonstrate that he met the standard of conduct necessary for indemnification with respect to such Expenses.

Section 3. Procedure for Determination of Entitlement to Indemnification .

(a) To obtain indemnification under this article, a claimant shall submit to the Corporation a written application. The secretary of the Corporation shall, promptly upon receipt of such an application for indemnification, advise the board of directors in writing of the application. In connection with any such application, the claimant shall provide such documentation and information as is reasonably requested by the Corporation and reasonably available to him and relevant to a determination of entitlement to indemnification.

(b) A person's entitlement to indemnification under this article, unless ordered by a court, shall be determined, as required or permitted by applicable law: (i) by the board of directors by a majority vote of a quorum consisting of Disinterested Directors, (ii) if a quorum of the board of directors consisting of Disinterested Directors is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion, or (iii) by the shareholders of the Corporation; provided, however, that if a Change of Control (as hereinafter defined) shall have occurred, no determination of entitlement to indemnification adverse to the claimant shall be made other than one made or concurred in by Independent Counsel, selected as provided in paragraph (d) of this section, in a written opinion.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel in the absence of a Change of Control, the Corporation shall furnish notice to the claimant within ten days after receipt of the application for indemnification specifying the identity and address of Independent Counsel. The claimant may, within fourteen days after receipt of such written notice of selection, deliver to the Corporation a written objection to such selection, subject

to paragraph (e) of this section. If such an objection is made, either the Corporation or the claimant may petition any court of competent jurisdiction for a determination that the objection has no reasonable basis or for the appointment as Independent Counsel of counsel selected by the court.

(d) If there has been a Change of Control, Independent Counsel to act as and to the extent required by paragraph (b) of this section or paragraph (b) of section 2 shall be selected by the claimant, who shall give the Corporation written notice advising of the identity and address of the Independent Counsel so selected. The Corporation may, within seven days after receipt of such written notice of selection, deliver to the claimant a written objection to such selection, subject to paragraph (e) of this section. The claimant may, within five days after the receipt of such objection, select other counsel to act as Independent Counsel, and the Corporation may, within seven days after receipt of such written notice of selection, deliver to the claimant a written objection, as aforesaid, to such second selection. In the case of any such objection the claimant may petition any court of competent jurisdiction for a determination that the objection has no reasonable basis or for the appointment as Independent Counsel of counsel selected by the court.

(e) Any objection to the selection of Independent Counsel may be asserted only on the ground that the counsel so selected does not qualify as Independent Counsel under the definition contained in section 7 of this article, and the objection shall set forth with particularity the basis of such assertion. No counsel selected by the Corporation or by the claimant may serve as Independent Counsel if a timely objection has been made to his selection unless a court has determined that such objection has no reasonable basis.

(f) The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel acting pursuant to this article and in any proceeding in which such counsel is a party or a witness in respect of its investigation and report. The Corporation shall pay all reasonable fees and expenses incident to the procedures of this section regardless of the manner in which Independent Counsel is selected or appointed.

Section 4. Presumptions and Effect of Certain Proceedings .

(a) A person referred to in section 1 of this article claiming a right to indemnification under this article shall be presumed (except as may be otherwise expressly provided in this article or required by applicable law) to be entitled to such indemnification upon submission of an application for indemnification in accordance with section 3, and the Corporation shall have the burden of proof to overcome the presumption in any determination contrary to the presumption.

(b) Unless the determination is to be made by Independent Counsel, if the person or persons empowered under section 3 of this article to determine entitlement to indemnification shall not have made and furnished the determination in writing to the claimant within 60 days after receipt by the Corporation of the application for indemnification, the determination of entitlement to indemnification shall be deemed to have been made in favor of the claimant unless the claimant knowingly misrepresented a material fact in connection with the application or such indemnification is prohibited by law. The termination of any Proceeding, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contender or its

equivalent, shall not of itself adversely affect the right of a claimant to indemnification or create a presumption that a claimant did not act in a manner which would deny him the right to indemnification.

Section 5. Right of Claimant to Bring Suit .

(a) If (i) a determination is made pursuant to the procedures contemplated by section 3 of this article that a claimant is not entitled to indemnification under this article, (ii) advancement of Expenses is not timely made pursuant to paragraph (b) of section 2 of this article, (iii) Independent Counsel has not made and delivered a written opinion as to entitlement to indemnification within 90 days after the selection or appointment of counsel has become final by virtue of the lapse of time for objection or the overruling of objections or appointment of counsel by a court, or (iv) payment of a claim for indemnification is not made within five days after a favorable determination of entitlement to indemnification has been made or deemed to have been made pursuant to section 3 or 4 of this article, the claimant shall be entitled to bring suit against the Corporation to establish his entitlement to such indemnification or advancement of Expenses and to recover the unpaid amount of his claim. It shall be a defense to any such action (other than an action brought to enforce a claim for Expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant did not meet the applicable standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be upon the Corporation. Neither the failure of the Corporation (including its board of directors, Independent Counsel or its shareholders) to have made a determination before the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met such applicable standard of conduct, nor an actual determination by the Corporation (including its board of directors, Independent Counsel or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct, and the claimant shall be entitled to a de novo trial on the merits as to any such matter as to which no determination or an adverse determination has been made.

(b) If a claimant is successful in whole or in part in prosecuting any claim referred to in paragraph (a) of this section, the claimant shall also be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in prosecuting such claim.

Section 6. Non-Exclusivity and Survival of Rights . The rights of indemnification and to receive advancement of Expenses contemplated by this article shall not be deemed exclusive of any other rights to which any person may at any time be entitled under any bylaw, agreement, authorization of shareholders or directors (regardless of whether directors authorizing such indemnification are beneficiaries thereof), or otherwise, both as to action in his official capacity and as to action in another capacity; provided that no other indemnification measure shall permit indemnification of any person for the results of such person's willful or intentional misconduct.

The Corporation may procure or maintain insurance or other similar arrangement, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or other

corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against or incurred by such person, whether or not the Corporation would have the power to indemnify such person against such expense or liability.

In considering the cost and availability of such insurance, the Corporation, in the exercise of its business judgment, may purchase insurance which provides for any and all of (i) deductibles, (ii) limits on payments required to be made by the insurer, or (iii) coverage which may not be as comprehensive as that previously included in insurance purchased by the Corporation. The purchase of insurance with deductibles, limits on payments and coverage exclusions will be deemed to be in the best interest of the Corporation but may not be in the best interest of certain of the persons covered thereby. As to the Corporation, purchasing insurance with deductibles, limits on payments, and coverage exclusions is similar to the Corporation's practice of self-insurance in other areas. In order to protect the officers and directors of the Corporation, the Corporation shall indemnify and hold each of them harmless as provided in section 1 of this article IV, without regard to whether the Corporation would otherwise be entitled to indemnify such officer or director under the other provisions of this article IV, to the extent (i) of such deductibles, (ii) of amounts exceeding payments required to be made by an insurer or (iii) that prior policies of officers and directors liability insurance held by the Corporation would have provided for payment to such officer or director. Notwithstanding the foregoing provisions of this section 6, no person shall be entitled to indemnification for the results of such person's willful or intentional misconduct.

The right to indemnification conferred in this article shall be a contract right, and no amendment, alteration or repeal of this article or any provision thereof shall restrict the indemnification rights granted by this article as to any person claiming indemnification with respect to acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal. The provisions of this article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and legal representatives.

Section 7. Definitions . For purposes of this article:

(a) "Change of Control" means the occurrence of any of the following events or circumstances: (1) there shall have occurred an event required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), whether or not the Corporation is then subject to such reporting requirement; (2) (i) any "person" (as such term is used in Section 13(d) and 14(d) of the Act) shall have become the “beneficial owner”, (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation's then outstanding voting securities without the prior approval of at least two-thirds of the members of the board of directors in office immediately before such person's attaining such percentage interest; (3) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or the subject of a proxy contest, as a consequence of which members of the board of directors in office immediately before such transaction or event constitute less than a majority of the board of directors thereafter; (4) during any period of two consecutive years, individuals who at the

beginning of such period constituted the board of directors (including for this purpose any new director whose election or nomination for election by the Corporation's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the board of directors.

(b) "Disinterested Director" means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought as provided in this article.

(c) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(d) "Independent Counsel" means a law firm, or a member of a law firm, with substantial experience in matters of corporation law that neither presently is, nor in the five years before his selection or appointment has been, retained to represent: (i) the Corporation or person claiming indemnification in any matter material to either, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder, and is not otherwise precluded under applicable professional standards from acting in the capacity herein contemplated.

ARTICLE V

Executive Committee

Section 1. Election and Tenure . The board of directors may appoint an executive committee consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at any time, without notice, remove and replace any member of the executive committee.

Section 2. Executive Committee . Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the executive committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In general terms, the functions of the committee shall be those as set forth in the charter.

Section 3. Meetings . The executive committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The executive committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4. Compensation . Members of the executive committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the executive committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of such committee.

ARTICLE VI

Audit Committee

Section 1. Election and Tenure . The board of directors may appoint an audit committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at any time, without notice, remove and replace any member of the audit committee.

Section 2. Audit Committee . Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the audit committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In general terms, the functions of the committee shall be those as set forth in the charter.

Section 3. Meetings . The audit committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The audit committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The audit committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4. Compensation . Members of the audit committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the audit committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of the audit committee.

ARTICLE VII

Compensation Committee

Section 1. Election and Tenure . The board of directors may appoint a compensation committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at any time, without notice, remove and replace any member of the compensation committee.

Section 2. Compensation Committee . Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the compensation committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In

general terms, the functions of the committee shall be those as set forth in the charter.

Section 3. Meetings . The compensation committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The compensation committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of the majority of the whole committee shall be necessary in every case. The compensation committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4. Compensation . Members of the compensation committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the compensation committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of the compensation committee.

Article VII.A.

Nominating/Governance Committee

Section 1. Election and Tenure . The board of directors may appoint a nominating/governance committee consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at anytime, without notice remove and replace any member of the nominating/governance committee.

Section 2. Nominating/Governance Committee . Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the nominating/governance committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In general terms, the functions of the committee shall be those as set forth in the charter.

Section 3. Meetings . The nominating/governance committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The nominating/governance committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The nominating/governance committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4. Compensation . Members of the nominating/governance committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the nominating/governance committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of such committee.

ARTICLE VIII

Officers

Section l. Election, Tenure, and Compensation . The officers of the Corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer, and such other officers, including a chairman of the board of directors, as may from time to time be elected or appointed by the board of directors. Officers of the Corporation shall be elected annually by the board of directors as provided in section 3 of article III of these bylaws. If such annual election is not held, the officers then in office shall remain as such until their respective successors shall be elected and qualify. No officer, except the chairman of the board of directors, need be a director, and any two or more offices, except the offices of president and vice president, may be held by one person. The powers of all officers of the Corporation shall be subject to the provisions of subsection (f) of section 1 of article III of these bylaws.

Section 2. Powers and Duties of Chairman of Board of Directors . The board of directors may elect a non-employee chairman to give leadership to the board and to serve as liaison between management and the board of directors. In collaboration with the chief executive officer, the chairman will establish an agenda for each board meeting which covers all matters which should come before the board in the proper exercise of its duties. The chairman will be accountable and will provide leadership for all issues of corporate governance which should come to the attention of the board and its committees. The chairman will provide leadership to the board in the establishment of positions which the board should take on issues to come before the annual meeting of shareholders. The chairman shall perform such other duties as from time to time may be delegated to him/her by the board of directors.

Section 3. Powers and Duties of President . The president shall be the chief executive officer and/or the chief operating officer of the Corporation and, subject to the direction of the board of directors, shall (a) have general and active management of the administration and operation of the business of the Corporation, (b) have the general supervision and direction of the other officers of the Corporation and shall see that their duties are properly performed, (c) see that all orders and resolutions of the board of directors are carried into effect, (d) have the power to execute contracts and conveyances on behalf of the Corporation (including without limitation conveyances of real and personal property to and by the Corporation), and (e) perform such other functions normally performed by a chief executive officer .

Section 4. Powers and Duties of Vice President . The board of directors may appoint one or more vice presidents. Each vice president shall have the power to execute contracts and conveyances on behalf of the Corporation, and shall have such other powers and shall perform such other duties as may be assigned to him by the board of directors or by the president.

Section 5. Powers and Duties of Secretary . The secretary shall attend and record, in a book kept for such purpose, the proceedings of all meetings of the shareholders of the Corporation and of the board of directors. He shall keep an account of stock registered and transferred in such manner as the board of directors may prescribe. He shall keep the seal of the Corporation and, when authorized by the board of directors or the executive committee, he shall affix the seal of the

Corporation to any instrument requiring the same, and attest the same by his signature, or cause the same to be attested by the signature of an assistant secretary. He shall give proper notice of meetings of shareholders and directors and shall perform such other duties as shall be assigned to him. Assistant secretaries shall have such duties as the board of directors may from time to time prescribe.

Section 6. Powers and Duties of Treasurer . The treasurer shall have custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. He shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the board of directors, executive committee, chief executive officer or president, taking proper vouchers for such disbursements, and shall render to the chief executive officer, the president, and the directors at the regular meetings of the board of directors, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the Corporation, and at the regular meeting of the board of directors next preceding the annual shareholders' meeting, a like report for the preceding fiscal year. He shall give the Corporation a bond, if required by the board of directors, in such sum and in form and with security satisfactory to the board of directors, for the faithful performance of the duties of his office and the restoration to the Corporation, in case of his death, resignation, or removal from office, of all books, papers, vouchers, moneys, and other property of whatever kind in his possession belonging to the Corporation. He shall perform such other duties as the board of directors or executive committee may from time to time prescribe. Assistant treasurers shall have such duties as the board of directors may from time to time prescribe.

Section 7. Delegation of Duties . In case of the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by the board of directors, the board of directors may delegate such officer's powers or duties for the time being to any other officer, to any employee with management responsibility, or to any director.

ARTICLE IX

Capital Stock

Section l. Stock Certificates . The shares of capital stock of the Corporation may be represented by certificates in such form as may be approved by the board of directors, which certificates shall be signed by the chief executive officer, the president or one of the vice presidents of the Corporation and also by the secretary or an assistant secretary, or the treasurer or an assistant treasurer. Such certificates shall have affixed an impression of the seal of the Corporation. Where such certificates are countersigned by a transfer agent and by a registrar, both of which may be the same institution, the signatures of such officers and the seal of the Corporation thereon may be facsimiles, engraved or printed. If an officer of the Corporation who shall have signed a certificate of capital stock, or whose facsimile signature has been affixed for such purpose, shall cease to be such officer of the Corporation before the stock certificate so signed shall have been issued by the Corporation, such stock certificate may nevertheless be issued and delivered with the same force and effect as though the person who signed such certificate or

whose facsimile signature has been affixed for such purpose had not ceased to be such officer of the Corporation. Notwithstanding the foregoing regarding share certificates, officers of the Corporation may provide that some or all of any or all classes or series of the Corporation’s capital stock may be uncertificated shares.

Section 2. Lost or Destroyed Certificates . The board of directors may determine the conditions upon which a new certificate for capital stock of the Corporation may be issued in place of a certificate which is alleged to have been lost, stolen, or destroyed and may, in its discretion, require the owner of such certificate or his legal representative to give bond with sufficient surety to the Corporation to indemnify it against any loss or claim which may arise by reason of the issue of a new certificate in the place of the one so alleged to have been lost, stolen, or destroyed.

Section 3. Transfer of Shares . The shares of capital stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates, if such shares are represented by certificates, shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock or transfer books and ledgers, or to such other person as the board of directors may designate, by whom they shall be canceled. New stock certificates or uncertificated shares may thereupon be issued, representing the shares so transferred. A record shall be made of each transfer.

Section 4. Dividends . Dividends upon the capital stock may be declared by the board of directors at a regular or special meeting out of the net profits or surplus of the Corporation. Before paying a dividend or making a distribution of profits, there may be set aside out of the accumulated profits of the Corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund for meeting contingencies or for equalizing dividends or for repairing or maintaining property of the Corporation or for such other purpose as the directors shall think conducive to the interests of the Corporation.

Section 5. Closing Transfer Books; Fixing Record Date . The board of directors may fix the time, not exceeding 60 days preceding the date of a meeting of shareholders, a dividend payment date, or a date for the allotment of rights, during which the books of the Corporation shall be temporarily closed against transfers of stock; or, in lieu thereof, the board of directors may fix a date, not exceeding 60 days preceding the date of a meeting of shareholders, a dividend payment date, or a date for the allotment of rights, as a date for the taking of a record of the shareholders entitled to notice of and to vote at such meeting, or entitled to receive such dividends or such rights, as the case may be; and only shareholders of record on such date shall be entitled to notice of and to vote at such meeting, or to receive such dividends or rights, as the case may be.

ARTICLE X

Fair-Price Provisions

Section 1. Definitions . As used in article X of these bylaws, the following terms shall have the indicated meanings:

(a) "Affiliate," including the term "affiliated person," means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, a specified person.

(b) “Associate,” when used to indicate a relationship with any person, means any of the following:

(1) A corporation or organization, other than the Corporation or a subsidiary of the Corporation, of which such person is an officer, director, or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities.

(2) A trust or other estate on which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity.

(3) A relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the Corporation or any of its affiliates.

(1) A person who individually or with any of his affiliates or associates beneficially owns voting stock, directly or indirectly.

(2) A person who individually or with any of his affiliates or associates has either of the following rights:

(A) To acquire voting stock, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise.

(B) To vote voting stock pursuant to any agreement, arrangement, or understanding.

(3) A person who has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing voting stock with any other person who beneficially owns or whose affiliates beneficially own, directly or indirectly, such shares of voting stock.

(d) "Business combination" means any of the following:

(1) Except for a merger, consolidation, or share exchange that does not alter the contract rights of the stock as expressly set forth in the articles of incorporation of the Corporation or change or convert in whole or in part the outstanding shares of the

Corporation, any merger, consolidation, or share exchange of the Corporation or any subsidiary with:

(A) An interested shareholder; or

(B) Another corporation, whether or not itself an interested shareholder, which is, or after the merger, consolidation, or share exchange would be, an affiliate of an interested shareholder that was an interested shareholder before the transaction.

(2) A sale, lease, transfer, or other disposition, other than in the ordinary course of business, in one transaction or a series of transactions in any twelve-month period, to an interested shareholder or any affiliate of an interested shareholder, other than the Corporation or any of its subsidiaries, of any assets of the Corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the Corporation, an aggregate book value as of the end of the Corporation's most recently ended fiscal quarter of 10% or more of the total market value of the outstanding stock of the Corporation or of its net worth as of the end of its most recently ended fiscal quarter.

(3) The issuance or transfer by the Corporation or any subsidiary, in one transaction or a series of transactions, of any equity securities of the Corporation or any subsidiary which has an aggregate market value of five percent or more of the total market value of the outstanding stock of the Corporation, to any interested shareholder or any affiliate of any interested shareholder, other than the Corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the Corporation's voting stock or any other method affording substantially proportionate treatment of the holders of voting stock.

(4) The adoption of a plan or proposal for the liquidation or dissolution of the Corporation in which anything other than cash will be received by an interested shareholder or an affiliate of an interested shareholder.

(5) A reclassification of securities, including a reverse stock split or recapitalization of the Corporation, or any merger, consolidation, or share exchange of the Corporation with any of its subsidiaries which has the effect, directly or indirectly, in one transaction or a series of transactions, of increasing by five percent or more of the total number of outstanding shares the proportionate amount of the outstanding shares of any class of equity securities of the Corporation or any subsidiary which is directly or indirectly owned by an interested shareholder or an affiliate of an interested shareholder.

(e) "Common stock" means stock other than preferred or preference stock.

(f) "Control," including the terms "controlling," "controlled by," and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting

securities, by contract, or otherwise. The beneficial ownership of 10% or more of the votes entitled to be cast of a corporation’s voting stock creates a presumption of control.

(g) “Equity security” means any of the following:

(1) Stock or a similar security, certificate of interest, or participation on any profit sharing agreement, voting trust certificate, or certificate of deposit for an equity security.

(2) A security convertible, with or without consideration, into an equity security, or any warrant or other security carrying any right to subscribe to or purchase an equity security.

(3) Any put, call, straddle, or other option or privilege of buying an equity security from or selling an equity security to another without being bound to do so.

(h) (l ) "Interested shareholder" means any person other than the Corporation or any subsidiary that is either of the following:

(A) The beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting stock of the Corporation.

(B) An affiliate of the Corporation who at any time within the two-year period immediately before the date in question was the beneficial owner, directly or indirectly, of l0% or more of the voting power of the then outstanding voting stock of the Corporation.

(2) For the purpose of determining whether a person is an interested shareholder, the number of shares of voting stock deemed to be outstanding shall include shares deemed owned by the person through application of subsection (c) of this section, but may not include any other shares of voting stock which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise.

(i) "Market value" means the following:

(A) In the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the board of directors of the Corporation in good faith.

(B) In the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the board of directors of the Corporation in good faith.

(j) "Subsidiary" means any corporation of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the Corporation.

(k) "Voting stock" means shares of capital stock of a corporation entitled to vote generally in the election of directors.

Section 2. Vote Required in Business Combinations . In addition to any vote otherwise required by law or the articles of incorporation of the Corporation, a business combination shall be recommended by the board of directors and approved by the affirmative vote of at least each of the following:

(a) 80% of the votes entitled to be cast by outstanding shares of voting stock of the Corporation voting together as a single voting group.

(b) Two-thirds of the votes entitled to be cast by holders of voting stock other than voting stock held by the interested shareholder who is or whose affiliate is a party to the business combination or an affiliate or associate of the interested shareholder, voting together as a single voting group.

Section 3. When Voting Requirements Not Applicable .

(a) Definitions . For purposes of subsection (b) of this section, the following terms shall have the indicated meanings:

(1) "Announcement date" means the first general public announcement of a proposal or intention to make a proposal of a business combination or its first communication generally to shareholders of the Corporation, whichever is earlier.

(2) "Determination date" means the date on which an interested shareholder first became an interested shareholder.

(3) "Valuation date" means the following:

(A) For a business combination voted upon by shareholders, the later of (i) the day before the day of the shareholders' vote or (ii) the day 20 days before the consummation of the business combination.

(B)

For a business combination not voted upon by shareholders, the date of the consummation of the business combination.

(b) Conditions . The vote required by section 2 of this article X shall not apply to a business combination, as defined in section 1 of this article X, if each of the following conditions is met:

(1 ) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of common stock in such business combination is at least equal to the highest of the following:

(A)

The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the interested shareholder for any shares of common stock of the same class or series that he acquired:

(i) within the two-year period immediately before the announcement date of the proposal of the business combination; or

(ii) in the transaction in which he became an interested shareholder, whichever is higher; or

(B) The market value per share of common stock of the same class or series on the announcement date or on the determination date, whichever is higher; or

(C)

The price per share equal to the market value per share of common stock of the same class or series determined pursuant to subparagraph (B) immediately preceding, multiplied by the fraction of:

(i) The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the interested shareholder for shares of common stock of the same class or series that he acquired within the two-year period immediately before the announcement date, over

(ii) The market value per share of common stock of the same class or series on the first day in such two-year period on which the interested shareholder acquired shares of common stock.

(2) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of shares of any class or series of outstanding stock other than common stock is at least equal to the highest of the following, whether or not the interested shareholder has previously acquired shares of a particular class or series of stock:

(A) The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the interested shareholder for any shares of such class of stock that he acquired:

(i) within the two-year period immediately before the announcement date of the proposal of the business combination; or

(ii) in the transaction in which he became an interested shareholder, whichever is higher; or

(B) The highest preferential amount per share to which the holders of shares of such class of stock are entitled in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation; or

(C) The market value per share of such class of stock on the announcement date or on the determination date, whichever is higher; or

(D)

The price per share equal to the market value per share of such class of stock determined pursuant to subparagraph (C) immediately preceding, multiplied by the fraction of:

(i) The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the interested shareholder for such shares of voting stock acquired by him within the two-year period immediately before the announcement date, over

(ii) The market value per share of the same class of voting stock on the first day on such two-year period on which the interested shareholder acquired shares of the same class of voting stock.

(3) The consideration to be received by holders of any class or series of outstanding stock is to be in cash or in the same form as the interested shareholder previously paid for shares of the same class or series of stock. If the interested shareholder has paid for shares of any class of stock with varying forms of consideration, the form of consideration for such class of stock shall be either cash or the form used to acquire the largest number of shares of such class or series of stock that he previously acquired.

(4) (A) After the interested shareholder has become an interested shareholder and before the consummation of such business combination:

(i) There shall have been no failure to declare and pay at the regular date therefor any full periodic dividends, cumulative or not, on any outstanding preferred stock of the Corporation;

(ii) There shall have been:

(aa) No reduction in the annual rate of dividends paid on any class or series of stock of the Corporation that is not preferred stock except as necessary to reflect any subdivision of such stock; and

(bb) An increase in such annual rate of dividends as shall have been necessary to reflect reclassification, including reverse stock split, recapitalization, reorganization, or similar transaction, which shall have the effect of reducing the number of outstanding shares of such stock; and

(iii)

The interested shareholder did not become the beneficial owner of additional shares of stock of the Corporation except as part of the transaction which resulted in such interested shareholder's becoming an interested shareholder or by virtue of proportionate stock splits or stock dividends.

(B) The provisions of (i) and (ii) of subparagraph (A) shall not apply if neither an interested shareholder nor an affiliate or associate of an interested shareholder voted as a director of the Corporation in a manner inconsistent with (i) and (ii), and the interested shareholder, within 10 days after an act or failure to act inconsistent with such subparagraphs, shall have notified the board of directors of the Corporation in writing that the interested shareholder disapproves thereof and requests in good faith that the board of directors rectify such act or failure to act.

(5) After the interested shareholder has become an interested shareholder, the interested shareholder may not have received the benefit, directly or indirectly, except proportionately as a shareholder, of loans, advances, guarantees, pledges, or other financial assistance, or tax credits or other tax advantages, provided by the Corporation or any of its subsidiaries, whether in anticipation of or in connection with such business combination or otherwise.

(1) Section 2 of this article X shall not apply to a business combination with a particular interested shareholder or his existing or future affiliates that has been approved or exempted therefrom by resolution of the board of directors of the Corporation; provided, however, that any such resolution shall have been adopted before the time that such interested shareholder first became an interested shareholder.

(2) Unless by its terms a resolution adopted under this subsection is made irrevocable, it may be altered or repealed by the board of directors, but this shall not affect a business combination that has been consummated or is the subject of an existing agreement entered into before the alteration or repeal.

ARTICLE XI

Notices

Section 1. Manner of Giving Notice . Notice required to be given under the provisions of these bylaws to a director, officer, or shareholder shall not be construed to mean personal notice, but may be given by depositing written or printed notice in a post office or letter box in a postpaid wrapper addressed to such director, officer, or shareholder at such address as appears on the books of the Corporation, such notice to be deemed to have been given at the time when the same shall have been thus mailed; or, if such person has provided a telecommunications address to the Corporation, such notice may be given by prepaid written telecommunication sent to such address and in such event shall be deemed to have been given at the time when the same shall have been transmitted.

Section 2. Waiver of Notice . Any shareholder, officer, or director may waive, in writing or by written telecommunication, whether before or after the time stated, any notice required to be given under these bylaws.

ARTICLE XII

Miscellaneous

Section 1. Fiscal Year . The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

Section 2. Checks and Drafts . All checks, drafts, and orders for the payment of money shall be signed by the treasurer, in person or by facsimile or other authorized means, or by such other officer or officers or agents as the board of directors may from time to time designate. No check shall be signed in blank.

Section 3. Books and Records . The books, accounts, and records of the Corporation shall, subject to the limitations fixed by law, be open to inspection by the shareholders at such times and subject to such regulations as the board of directors may prescribe.

Section 4. Separability . If one or more of the provisions of these bylaws shall be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and these bylaws shall be construed as if such invalid, illegal, or unenforceable provision or provisions had never been contained herein.

ARTICLE XIII

Amendment of Bylaws

Section 1. Voting . These bylaws may be amended, repealed, or supplemented at any regular meeting of the board of directors, or at any special meeting called for such purpose, by the affirmative vote of a majority of the board of directors, or by unanimous written consent; provided, however, that in each instance an amendment, repeal, or supplement shall not be inconsistent with the law or the articles of incorporation of the Corporation and shall be subject to the power of the shareholders to amend, repeal, or supplement the bylaws so made but only upon the affirmative vote of at least 80% of all shares of capital stock entitled to vote thereon.

Section 2. Shareholder Proposals . No proposal by a shareholder to amend, repeal, or supplement the bylaws of the Corporation may be voted upon at a meeting of shareholders unless, at least 180 days before such meeting of shareholders, such shareholder shall have delivered in writing to the secretary of the Corporation (a) notice of such proposal and the text of the proposed amendment, repeal, or supplement, (b) evidence, reasonably satisfactory to the secretary of the Corporation, of such shareholder's status as such and of the number of shares of each class of capital stock of the Corporation of which such shareholder is the beneficial owner, (c) a list of the names of other beneficial owners of shares of the capital stock of the Corporation, if any, with whom such shareholder is acting in concert, and the number of shares of each class of capital stock of the Corporation beneficially owned by each such beneficial owner, and (d) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the board of directors of the Corporation, to the effect that the bylaws (if any) resulting from the adoption of such proposal would not be in conflict with the articles of incorporation of the Corporation or the laws of the State of Louisiana. Within 30 days after such shareholder shall have submitted the aforesaid items, the secretary and the board of directors of the Corporation shall respectively determine whether the items to be ruled upon by them are reasonably satisfactory and shall notify such shareholder in writing of their respective determinations. If such shareholder fails to submit a required item in the form or within the time indicated, or if the secretary or the board of directors of the Corporation determine that the items to be ruled upon by them are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Corporation at such meeting of shareholders. Beneficial ownership shall be determined in accordance with section 1 of article X of these bylaws.

Section 3. Effective Date . No amendment or supplement to or repeal of any of the following provisions of these bylaws, whether resulting from action of the directors or the shareholders, shall take effect until the later of (i) one year following the adoption of such amendment, supplement, or repeal, or (ii) 10 days after the adjournment sine die of the annual meeting of shareholders next succeeding the adoption of such amendment, supplement, or repeal:

Article II, section 2;

Article II, section 8;

Article X; and

Article XIII.

ARTICLE XIV

Other Amendments to Bylaws

Section 1. Effective Date . No amendment or supplement to or repeal of any of the following provisions of these bylaws, whether resulting from action of the directors or the shareholders, shall take effect until the later of (i) one year following the adoption of such amendment, supplement, or repeal, or (ii) 10 days after the adjournment sine die of the annual meeting of shareholders next succeeding the adoption of such amendment, supplement, or repeal:

Article II, section 4;

Article II, section 5;

Article II, section 7;

Article II, section 9;

Article III, section 1;

Article III, section 2; and

Article XIV;

provided, however, that the board of directors shall have the power at any time, free from the foregoing restrictions, but subject to the provisions of subsection (g) of section 1 of article III of these bylaws, to amend or otherwise change subsections (a) and (d)(1) of section 1 of article III of these bylaws, and, with respect to any amendments to or changes in such subsection (d)(1), to make appropriate conforming changes in such section 1.

ARTICLE XV

Control Share Acquisition Statute

Section 1. Pursuant to Section 136 of the Louisiana Business Corporation Law, the provisions of Sections 135 through 140.2 of the Louisiana Business Corporation Law, enacted as part of Title 12 of the Louisiana Revised Statutes, shall not apply to "control share acquisitions" (as defined therein) of this Corporation.

STATE OF LOUISIANA

PARISH OF RAPIDES

FIRST AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

CLECO POWER LLC

The undersigned sole member, Cleco Corporation (the “Member”), of Cleco Power LLC (the “Company”), in the presence of the undersigned Notary Public, acting pursuant to the Limited Liability Company Law of Louisiana, La. R.S. 12:1301, et seq. (the “LaLLCL”), does hereby amend and restate the Articles of Organization of the Company.

RECITALS

Articles of Organization of the Company, dated December 11, 2000, were filed with the Secretary of State on December 12, 2000.

The Member desires to amend the Articles of Organization, as amended, in several respects, and accordingly hereby amends and restates the Articles of Organization, as amended, and adopts these First Amended and Restated Articles of Organization (the “Articles”) on the date hereof by execution by the Company’s sole member, to provide in their entirety as follows:

ARTICLE I

Name

The name of the Company is:

Cleco Power LLC

ARTICLE II

Purpose

The purpose of the Company is to conduct any lawful business for which limited liability companies may be formed under Louisiana law.

ARTICLE III

Member

The name and address of the sole Member of the Company is:

Cleco Corporation

2030 Donahue Ferry Road

Pineville, LA 71360-5226

ARTICLE IV

Managers

4.1 Authority of Managers . The Member shall appoint one or more Managers from time to time. The Managers may (but shall not be obligated to) appoint one of the Managers as chairman. Said Managers, acting in accordance with the “Management Provisions” in Section 6 of the Company’s Operating Agreement, shall have all powers necessary or appropriate to manage the business and affairs of the Company including, by way of illustration and not by way of limitation, the following:

(a)

the power to acquire and manage property, real or personal, immovable or movable, corporeal or incorporeal, in the name of the Company, by purchase, lease, exchange, or otherwise, for such consideration and on such terms as the Managers, in their sole discretion, deem appropriate;

(b)

the power to establish title and other restrictions affecting any property owned by the Company;

(c)

the power to borrow money for Company purposes, in such amounts and on such terms as the Managers, in their sole discretion, deem appropriate, and the power to mortgage, pledge or otherwise encumber any Company property, real or personal, immovable or movable, corporeal or incorporeal. Such mortgages, pledges and other collateral documents may contain provisions for confession of judgment, pact de non alienando, waiver of notices and appraisement, sale by executory process and other provisions commonly found in collateral documents in the State of Louisiana;

(d)

the power to incur indebtedness or obligations on behalf of the Company whether or not in the ordinary course of its business;

(e)

the power to mortgage, pledge or encumber any, all or substantially all of the assets of the Company in connection with the incurrence of indebtedness, obligations or guaranties by or for the benefit of the Company or its affiliates. Such documents may contain provisions authorized in subparagraph 4.1(c) above;

(f)

the power to alienate, lease, encumber, exchange or otherwise dispose of Company property, real or personal, immovable or movable, corporeal or incorporeal (but subject to the power reserved to the Member in subparagraph 4.2(c) of these Articles);

(g)

the power to construct improvements on, demolish, rehabilitate, refurbish or otherwise alter any of the Company’s property;

(h)

the power to hire, employ or contract with any provider of services whom the Managers, in their sole discretion, choose to perform services for the Company;

(i)

the power to authorize and perform contracts pertaining to the Company’s affairs, business, concerns and matters of whatever nature and kind, without any exception or reservation whatsoever except only as expressly reserved to the Member in paragraph 4.2 of these Articles;

(j)

the power to institute, defend and/or settle any litigation involving the Company or its affairs, as the occasion shall require;

(k)

the power to lend money for Company purposes;

(l)

the power to elect or remove officers;

(m)

the power to make various elections for federal, state and local tax purposes;

(n)

the power to establish bank accounts and engage in usual and customary banking transactions; and

(o)

the power to exercise any and all other powers that are vested in the Managers by the other provisions of these Articles, the Company’s Operating Agreement or by operation of Louisiana law.

4.2 Powers Reserved to the Member . The Member shall have exclusive power and authority to approve:

(a) the election or removal of the Managers;

(b)

the dissolution and winding up of the Company;

(c)

the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company (but not limiting the power granted to the Managers in subparagraph 4.1(c) and (e) of these Articles);

(d)

the merger or consolidation of the Company; and

(e) an amendment to the Articles or the Company’s Operating Agreement.

4.3 No Limitations in Operating Agreement . Third parties are entitled to rely on these Articles and no power granted herein shall be limited by the Company’s Operating Agreement. In the event of a conflict between these Articles and the Company’s Operating Agreement, these Articles shall govern.

ARTICLE V

Limitation of Member’s and Manager’s Liability

No Member or Manager shall be personally liable for any monetary damages for breach of any duty provided for in Section 1314 of the LaLLCL, except as otherwise provided in Section 1315B of the LaLLCL. If the LaLLCL is amended to authorize any further elimination or limitation of the personal liability of the Member or any Manager, then the liability of the Member or any Manager shall be eliminated or limited to the fullest extent permitted by the LaLLCL, as so amended. Any repeal or modification of this Article by the Company shall not adversely affect any right or protection of the Member or any Manager under this Article with respect to any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VI

Right to Rely on Authority

In accordance with the provisions of La. R.S. 12:1305(C)(5), any Manager is authorized to execute certificates which establish the membership of any Member, the authenticity of any records of the Company, and the authority of any person (including the certifying Manager or any other Manager) to act on behalf of the Company, including but not limited to, providing a statement of those persons with the authority to take the actions referred to in La. R.S. 12:1318(B). Persons dealing with the Company may rely upon these certificates.

THUS DONE AND PASSED , on this 30 th day of April, 2010, before me, the undersigned Notary Public, duly commissioned and qualified in and for Rapides Parish, Louisiana, by the personal appearance of Michael H. Madison, a duly authorized representative of Cleco Corporation who acknowledged and declared under oath, in the presence of the two undersigned witnesses, that he signed these First Amended and Restated Articles of Organization as his own free act and deed for the purposes stated herein.

-Signatures on Following Page-

/s/ Sallie I. Roberts CLECO CORPORATION

Witness By : /s/ Michael H. Madison

Name: Michael H. Madison

Title: President & Chief Executive Officer

/s/ Linda V. Smith

Witness

/s/ Sharon G. Chelette

NOTARY PUBLIC

Rapides Parish, Louisiana

STATE OF LOUISIANA

PARISH OF RAPIDES

WRITTEN CONSENT OF THE SOLE MEMBER

OF CLECO POWER LLC

Before me, the undersigned Notary Public, on the date indicated below, personally came and appeared:

Cleco Corporation the sole member of Cleco Power LLC and a Louisiana corporation with its principal place of business in Rapides Parish, Louisiana and whose mailing address is 2030 Donahue Ferry Road, Pineville, LA 71360-5226 represented herein by Michael H. Madison, a duly authorized representative of Cleco Corporation.

that, after being duly sworn, did declare that:

1. Cleco Corporation is the sole member (the “Member”) of Cleco Power LLC (the “Company”), domiciled in Rapides Parish, whose Articles of Organization (the “Articles”) were recorded with the Secretary of State of Louisiana on December 12, 2000.

2. In accordance with the Articles, as amended, the Member does hereby consent to and approve amending and restating the Articles and the Operating Agreement of the Company.

3. The Member does hereby appoint Michael H. Madison to execute all documents in connection with the amendment and restatement of the Articles and the Operating Agreement.

-Signatures on Following Page-

THUS DONE AND SIGNED by Cleco Corporation at Pineville, Louisiana, on the 30 th day of April, 2010, before me, the undersigned Notary Public, after a due reading of the whole.

CLECO CORPORATION

By: /s/ Michael H. Madison

Name: Michael H. Madison

Title: President & Chief Executive Officer

/s/ Sharon G. Chelette

Notary Public

Rapides Parish, Louisiana

EXHIBIT 3.3

STATE OF LOUISIANA

PARISH OF RAPIDES

FIRST AMENDED AND RESTATED

OPERATING AGREEMENT OF

CLECO POWER LLC

THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), effective as of the 30 th day of April, 2010, is entered into by and between Cleco Power LLC, a Louisiana limited liability company (the “Company”), and Cleco Corporation, a Louisiana corporation, the Company’s sole member on the date hereof (the “Member”), who agree as follows:

RECITALS

A.	The original Operating Agreement for the Company was effective as of December 13, 2000.

B.	The Member desires to amend the Operating Agreement in several respects, and accordingly hereby amends and restates the Operating Agreement and adopts this First Amended and Restated Operating Agreement to provide in its entirety as follows:

1. Formation . The Member executed the Articles of Organization of the Company on the 12 th day of December, 2000, and the First Amended and Restated Articles of Organization of the Company on the 30 th day of April, 2010 (the “Articles”), which Company was formed under the provisions of the Limited Liability Company Law of Louisiana, La. R.S. 12:1301, et seq. (the “LaLLCL”), and other applicable law, as amended. Pursuant to the LaLLCL, the Member and the Company hereby adopt this Agreement to govern and control the contractual relationship between them. Accordingly, the rights and liabilities of the Member and the Company shall be as provided herein. These rights and liabilities supplement and are in addition to the rights set forth in the Articles.

2. Principal Place of Business . Both the registered office in Louisiana and the principal business office of the Company (the “Principal Business Office”) shall be located at 2030 Donahue Ferry Road, Pineville, Louisiana, 71360, or at such other location as may be designated by the Member from time to time.

3. Other Business of Member . The Member may engage in and/or possess interests in other business ventures of every nature and description, independently or with others; and the Company shall not have any rights by virtue of this Agreement or the existence of this Company in or to such ventures or to the income or profits derived therefrom.

4. Accounting and Reports for the Company .

a. Records and Accounting . The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods selected by the Member from time to time, and if not so selected, the books and records shall be maintained in accordance with generally accepted accounting principles consistently applied. The books and records of the Company shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The accounting year of the Company for financial reporting and for federal income tax purposes shall be the calendar year.

b. Access to Records . All books, records, files, securities and other documents or information maintained by the Company shall be maintained at the Principal Business Office or at any other office of the Company chosen by the Member.

c. Outside Consultants . The Company may obtain the services of outside accountants, attorneys and other consultants.

5. Membership Interest and Capital Account .

a. Membership Interest and Organization . Exhibit A to this Agreement states the initial interest of the Member (the “Membership Interest”) in the Company, and the initial contribution of cash or property by such Member.

b. Certificates for Membership Interest . The Membership Interest shall not be represented by any certificate of membership or other evidence of membership other than the Articles and this Agreement.

c. Addition to or Withdrawal of Capital Contributions . The Member shall not have the right to withdraw its capital contribution at any time. The Member shall not be required to make any additional contributions to the capital of the Company. Additional capital may be contributed to the Company, or capital may be withdrawn, but only as authorized by appropriate action under this Agreement.

6. Management Provisions .

a. Qualification and Appointment . There shall be that number of Managers (which number may be one) as are elected by the Member, in its sole discretion, from time to time. The Managers may (but shall not be obligated to) appoint one of the Managers as chairman. Each Manager shall serve until removed by the Member or replaced by a successor appointed by the Member or until such time as the Manager resigns, including automatic resignation upon ceasing to be an employee of the Member or any of its affiliates.

b. Officers . The Managers may (but shall not be obligated to) appoint officers from time to time. Each of the officers shall have all such powers, responsibilities and obligations as are associated by custom or statute with their respective offices under the

Louisiana Business Corporation Law, including to the extent delegated by the Managers, the authority to act on behalf of, bind, execute and deliver documents in the name of and for the Company.

c. Meetings and Quorum . Managers will meet as often as the Member or the Managers deem necessary. A majority of the Managers shall be required to attend or participate by telephone in meetings to constitute a quorum for the transaction of business.

d. Notice . Managers shall receive written notice of such meetings by mail, courier, facsimile, or by electronic mail (e-mail) not less than two (2) days before said meeting.

e. Telephonic Meetings . Managers may conduct meetings by telephone or conference call, and any Manager may participate in any meeting via telephone.

f. Voting . The affirmative vote of a majority of the Managers present at or participating by telephone in any meeting shall be required for any action of the Managers to be valid.

g. Consents . Any action of the Managers or any committee designated by the Managers which may be taken at a meeting thereof, may be taken without a meeting if authorized by a writing signed by all of the Managers or all of the members of such committee, as the case may be; provided, however, that the foregoing shall not be construed to alter or modify any provision of law or the Articles pursuant to which the written consent of less than all of the Managers is sufficient for action by the Managers.

h. Powers of Managers . Any action authorized by the Managers may be implemented by the Manager(s) or officer(s) designated for such action, or by any Manager in the absence of such delegation.

i. Removal of Managers . The Member may remove one or more Managers with or without cause at any time.

j. Resignation . Any Manager may resign at any time by giving written notice to the Company. The resignation of any Manager shall take effect at the time specified in the notice of resignation. The acceptance of such resignation shall not be necessary to make it effective. Notwithstanding the foregoing, any Manager shall be deemed to resign automatically upon ceasing to be an employee of the Member or any of its affiliates.

k. Indemnification . The Company shall, and hereby does, fully release, indemnify and hold the Member and each Manager and officer (collectively, an “Indemnitee”) of the Company harmless from and against any loss, claim or other liability the Indemnitee may incur at any time as a result of the Indemnitee’s service to the Company, to the fullest extent permitted or required by the LaLLCL, as amended from time to time. The Company may advance expenses incurred by the Indemnitee following the Company’s receipt of the Indemnitee’s agreement to reimburse the Company for the advance in the event of a determination that the Indemnitee is not entitled to indemnification by the Company.

7. Profits or Losses . The net profits or net losses (and any separately stated items, including without limitation, depreciation, amortization and tax credits) of the Company shall be allocated to the Member.

8. Distributions . From time to time, the Member may authorize the Company to make distributions to the Member for the purpose of defraying the annual tax liability caused by the Company’s profits. The Company may make other distributions to the Member as and when authorized by the Member.

9. Dissolution .

a. Events Causing Dissolution . The following events (each a “Dissolution Event”) shall cause a dissolution of the Company:

(1)	The filing of an affidavit in accordance with Section 1335.1 of the LaLLCL; or

(2)	The entry of a judicial decree of dissolution under Section 1335 of the LaLLCL.

b. Winding Up the Company . Upon the occurrence of a Dissolution Event, the Member shall wind up the Company and liquidate its assets and liabilities according to Sections 1336 through 1341 of the LaLLCL. After the Dissolution Event and until completion of the winding up, the Member may continue to conduct the business of the Company. The Member shall at all times retain the maximum limitation of liability with respect to claims against the Company as is allowed by the LaLLCL. This limitation of liability shall not be diminished by the fact that the Member has not formally commenced the winding up of the Company after a Dissolution Event.

c. Gains or Losses in Winding Up . Any gains or losses on disposition of Company properties in the process of liquidation will be credited or charged to the Member. Any property distributed in kind in the winding up must be valued and treated as though the property was sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value will be treated as a gain or loss on the sale of the property and credited or charged to the Member.

10. General Provisions

a. Choice of Law . The validity of this Agreement is to be determined under, and the provisions of this Agreement are to be construed in accordance with, the laws of the State of Louisiana.

b. Binding Effect . This Agreement is to be binding upon, and inure to the benefit of the successors and permitted assigns of the Member.

c. Gender and Plurality . Wherever applicable, the pronouns designating the masculine or neuter will equally apply to the feminine, neuter or masculine genders. Furthermore, wherever applicable within this Agreement, the singular will include the plural and vice versa. The term “person” when used herein shall include a natural person and all forms of entities, including, without limitation, a corporation, trust, association, partnership, limited partnership, partnership in commendam, limited liability company or limited liability partnership.

d. Notices . All notices, demands, and other writings required herein, or delivered in connection herewith, may be either delivered in person or by private courier (which shall be effective upon delivery), by facsimile or similar communication (which shall be effective upon confirmation of delivery on the sender’s facsimile machine or other communication device), or by prepaid registered or certified mail (which shall be effective five business days after being so mailed) to the addresses or facsimile numbers for notice set forth as follows:

Cleco Power LLC

2030 Donahue Ferry Road

Pineville, Louisiana 71360

Attn.: Corporate Secretary of Cleco Corporation

Cleco Corporation

2030 Donahue Ferry Road

Pineville, Louisiana 71360

Attn.: Corporate Secretary of Cleco Corporation

e. Waiver of Notice . Whenever any notice whatever is required to be given by this Agreement, the Articles or any of the provisions of the LaLLCL, a waiver thereof in writing, signed by each person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the actual required notice. Attendance at any meeting by any person entitled to such notice without first objecting to lack of notice shall constitute waiver of notice.

f. Captions . Article, section and paragraph captions are for reference purposes only and will not be considered to affect context.

g. Severability . If any part of this Agreement is found by a court of competent jurisdiction to be void, against public policy or otherwise unenforceable, that part shall be reformed by the court to the extent necessary to make such provision enforceable. If the entire provision is deemed unenforceable by the court, the provision shall be deleted. In either event, this Agreement and each of the remaining provisions of it, as so amended, shall remain in full force and effect.

h. Integration . This Agreement and the Articles embody the entire agreement and understanding between the Member and the Company and supersede all prior

agreements and understandings, if any, between the Member and the Company, relating to the subject matter hereof.

COMPANY : CLECO POWER LLC

By: /s/ Michael H. Madison

Name: Michael H. Madison

Title: Chief Executive Officer

MEMBER :

CLECO CORPORATION

By: /s/ Michael H. Madison

Name: Michael H. Madison

Title: President & Chief Executive Officer

EXHIBIT A TO FIRST AMENDED AND RESTATED

OPERATING AGREEMENT OF CLECO POWER LLC

Initial Membership Interest and Contribution

Member		Membership Interest				Cash Contribution
Cleco Corporation			100%				$ 1,000

Rapides Finance Authority

Dated as of October 1, 2008

Rapides Finance Authority

(Cleco Power LLC Project)

	Table of Contents
	ARTICLE I
	DEFINITIONS AND INTERPRETATIONS

SECTION 1.1.	Definitions	-3-
SECTION 1.2.	Interpretations	-7-

	ARTICLE II
	ACQUISITION AND CONSTRUCTION OF THE PROJECT

SECTION 2.1.	Acquisition and Construction of the Project	-8-
SECTION 2.2.	Completion	-8-

	ARTICLE III
	SALE OF THE BONDS; LOAN;
	DISPOSITION OF LOAN PROCEEDS

SECTION 3.1.	Issuance of the Bonds	-9-
SECTION 3.2.	Loan	-9-
SECTION 3.3.	Investment of Fund Moneys	-9-
SECTION 3.4.	Redemption of Bonds	-9-
SECTION 3.5.	Security Interests	-9-
SECTION 3.6.	Disbursements	-9-
SECTION 3.7.	Completion	-10-

	ARTICLE IV
	LOAN PAYMENTS AND OTHER MATTERS

SECTION 4.1.	Loan Payments; Purchase Price Payments	-11-
SECTION 4.2.	Bond Fund	-11-
SECTION 4.3.	Payments to Issuer	-11-
SECTION 4.4.	Payments to Trustee and Remarketing Agent	-12-
SECTION 4.5.	Company's Option to Designate Interest Rate Determination Methods	-12-
SECTION 4.6.	Purchase of Bonds	-12-
SECTION 4.7.	Credit Facility	-13-
SECTION 4.8.	Excess Funds	-13-
SECTION 4.9.	Nature of Obligations of the Company	-14-
SECTION 4.10.	Company Obligations Under the Indenture	-14-

	ARTICLE V
	MAINTENANCE, INSURANCE, MODIFICATIONS AND ABANDONMENT

SECTION 5.1.	Maintenance and Insurance	-15-
SECTION 5.2.	Modifications	-15-
SECTION 5.3.	Issuer Relieved from Responsibility to Maintain Project	-15-

	ARTICLE VI
	CASUALTY AND CONDEMNATION

SECTION 6.1.	Casualty or Condemnation of the Project	-16-
SECTION 6.2.	Effect of Casualty or Condemnation	-16-
SECTION 6.3.	Cooperation; Sale in Lieu of Condemnation	-16-

	ARTICLE VII
	PREPAYMENT OF LOAN PAYMENTS

SECTION 7.1.	Prepayment and Payment of Loan	-17-
SECTION 7.2.	Mandatory Acceleration of Loan Payments; Preservation of Tax Status	-17-

	ARTICLE VIII
	SPECIAL REPRESENTATIONS AND COVENANTS

SECTION 8.1.	Indemnification	-18-
SECTION 8.2.	Representations of the Company	-19-
SECTION 8.3.	Filing	-19-
SECTION 8.4.	Representations and Covenants of the Issuer	-20-
SECTION 8.5.	Removal of Liens	-20-
SECTION 8.6.	Special Covenants	-20-
SECTION 8.7.	Bonds are Limited Obligations	-20-
SECTION 8.8.	Net Agreement	-21-
SECTION 8.9.	No Warranty of the Project	-21-
SECTION 8.10.	State Bond Commission Reporting Requirements	-21-
SECTION 8.11.	Representations Regarding the Project	-21-
SECTION 8.12.	Tax Representations and Covenants	-22-
SECTION 8.13.	Financial Information	-25-

	ARTICLE IX
	ASSIGNMENT

SECTION 9.1.	Consolidation, Merger and Assignment by the Company	-26-
SECTION 9.2.	Issuer's Rights of Assignment	-26-

	ARTICLE X
	EVENTS OF DEFAULT AND REMEDIES

SECTION 10.1.	Enumeration of "Events of Default"	-27-
SECTION 10.2.	Remedies	-27-
SECTION 10.3.	No Remedy Exclusive	-28-
SECTION 10.4.	Agreement to Pay Attorneys' Fees and Expenses	-28-

	ARTICLE XI
	GENERAL

SECTION 11.1.	Force Majeure	-29-
SECTION 11.2.	Waiver of Rights	-29-
SECTION 11.3.	Notices	-29-
SECTION 11.5.	Term of Agreement	-31-
SECTION 11.6.	Company's Approval of Indenture	-31-



EXHIBIT A	Description of the Project
EXHIBIT B	Description of the Site
EXHIBIT C	Form of Note
EXHIBIT D	Form of Completion Certificate

This Loan Agreement dated as of October 1, 2008 (together with any amendments or supplements hereto, this "Agreement"), is by and between the Rapides Finance Authority (the "Issuer"), a public trust and public corporation established for public purposes for the benefit of the State of Louisiana (the "State") by a certain Trust Indenture dated December 14, 1978, as amended on December 9, 1991, December 20, 1994 and April 18, 1995, and created and existing under and pursuant to the Louisiana Public Trust Act, being Chapter 2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and Cleco Power LLC , a Louisiana limited liability company (together with any permitted successors or assigns under this Agreement, the "Company").

W i t n e s s e t h :

WHEREAS, Issuer is a public trust and public corporation of the State of Louisiana (the "State") created and existing pursuant to the provisions of the Act, and is authorized and empowered by the Act to issue its revenue bonds and use the funds derived from the sale thereof for the purpose of acquiring, constructing, purchasing, equipping, maintaining, installing, leasing, subleasing, holding, extending, enlarging, remodeling, storing, operating, repairing and administering liquid and solid waste disposal, collection, treatment and drainage facilities and services, antipollution and air, water, ground and subsurface pollution abatement and control facilities and activities; and

WHEREAS, the Company has requested that the Issuer issue its revenue bonds for the purpose of acquiring, constructing and installing a plant, equipment and other facilities for use as solid waste disposal facilities, recycling facilities, resource recovery facilities or industrial sewage and wastewater treatment facilities at the Company's solid fuel power plant to be located in Boyce, Rapides Parish, Louisiana (the "Project") and paying the costs of issuance of such revenue bonds, through the issuance by the Authority of $32,000,000 aggregate principal amount of Rapides Finance Authority Revenue Bonds (Cleco Power LLC Project) Series 2008 (the "Bonds"), pursuant to an Indenture of Trust (the "Indenture") between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), the proceeds of which Bonds are to be loaned to the Company pursuant to this Agreement; and

WHEREAS, the Issuer has determined, based upon representations of the Company, that the issuance of the Bonds to finance the cost of the Project will be in furtherance of the public purposes of the Act; and

WHEREAS, the Issuer proposes hereby to lend the proceeds of the Bonds to the Company and the Company desires to borrow the proceeds of the Bonds upon the terms and conditions set forth herein and use the proceeds to finance the cost of the acquisition, construction and improvement of the Project for the purposes of the Act; and

WHEREAS, pursuant to this Agreement, the Company will agree to make payments in an amount sufficient to make timely payments of principal of, premium, if any, and interest on the Bonds and to pay such other amounts as are required by this Agreement;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and the mutual benefits, covenants and agreements herein expressed, the Issuer and the Company agree as follows (provided that any obligation of the Issuer created by or arising out of this Agreement shall not impose a debt or pecuniary liability upon the State or any political subdivision thereof, or a charge upon the general credit or taxing powers of such bodies, but shall be payable solely out of the revenues and receipts derived pursuant to this Agreement and, to the extent provided in this Agreement, out of the proceeds of the

sale of the Bonds and any temporary investment thereof and any insurance and condemnation awards as herein provided).

DEFINITIONS AND INTERPRETATIONS

SECTION 1.1 Definitions . The following terms shall have the meanings assigned to them below whenever they are used in this Agreement, unless the context clearly otherwise requires. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa. Capitalized terms used but not otherwise defined herein shall have the meanings assigned such terms in the Indenture or in the form of the Bonds attached thereto.

"Act" means Chapter 2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended, and all future acts supplemental thereto and amendatory thereof.

"Affiliate" is defined in the Indenture.

"Agreement" means this Loan Agreement dated as of October 1, 2008 between the Issuer and the Company.

"Authorized Company Representative" is defined in the Indenture.

"Authorized Issuer Representative" is defined in the Indenture.

"Bank" is defined in the Indenture.

"Bond Documents" means the Financing Documents and all other agreements, certificates, documents and instruments ever delivered in connection with any of the Financing Documents.

"Bond Fund" is defined in the Indenture.

"Bondholder" or "holder" is defined in the Indenture.

"Bonds" means the bonds defined as such in the recitals of this Agreement, which are issued and delivered pursuant to Article II of the Indenture.

"Business Day" is defined in the Indenture.

"Claims" is defined in Section 8.1 of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended, from time to time. A reference to any specific section of the Code shall be deemed also to be a reference to the comparable provisions of any enactment that supersedes or replaces the Code.

"Communication" is defined in Section 11.3 of this Agreement.

"Company" means Cleco Power LLC, a Louisiana limited liability company, and its successors and assigns.

"Company Event of Bankruptcy" means (a) an order of relief shall be issued by a United States Bankruptcy Court having valid jurisdiction granting the Company relief under the provisions of the United States Bankruptcy Code, or any other court having valid jurisdiction shall issue an order or decree under

applicable federal or state law providing for the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; or (b) the Company shall have consented to the institution of proceedings in bankruptcy against it, or the Company shall have consented to the institution of any proceeding against it under any federal or state insolvency laws, or the Company shall have consented to the filing of any petition, application or complaint seeking the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the Company shall have made an assignment for the benefit of creditors, or the Company shall admit in writing its inability to pay its debts as they become due.

"Completion Date" means the date the Project has been completed and placed in service.

"Computation Date" means any date selected by the Company pursuant to Section 1.148-3(e) of the Regulations.

"Construction Fund" is defined in the Indenture.

"Event of Default" or "Default" is defined in Section 10.1 of this Agreement.

"Final Computation Date" means the last date on which Bonds are outstanding.

"Final Payment Date" means the date on which all amounts of Proceeds payable with respect to the acquisition and construction of the Project have been requisitioned or transferred from the Construction Fund.

"Financing Documents" means this Agreement, the Bonds, the Indenture, the Note, the Remarketing Agreement, the Reimbursement Agreement and the Pledge and Security Agreement.

"Force Majeure" is defined in Section 11.1 of this Agreement.

"Gross Proceeds" means any Proceeds of the Bonds and any Replacement Proceeds for the Bonds.

"Indemnified Parties" means the Issuer, the Trustee, the Paying Agent, and any of their respective officers, directors, members, trustees, commissioners, attorneys, employees, agents, servants and any other person acting for or on behalf of the Issuer, the Trustee or the Paying Agent.

"Indenture" means that certain Indenture of Trust by and between the Issuer and the Trustee dated as of the date of this Agreement, together with any amendments or supplements thereto.

"Inducement Date" means November 10, 2005.

"Interest Payment Date" means each date upon which an interest payment on the Bonds becomes due and payable under the Indenture.

"Investment Proceeds" means any amounts actually or constructively received from investing Proceeds of the Bonds.

"Issuance Costs" means costs incurred by or on behalf of the Company in connection with the making of the Loan by the Issuer to the Company. The parties hereby express their understanding and

agreement that the sole purpose for the issuance of the Bonds is to enable the making of the Loan to the Company in order to effect the public purposes of the Act and that all costs incurred in connection with the issuance of the Bonds are incurred incident to the making of such Loan at the request and for the benefit of the Company and, therefore, are properly chargeable as costs incurred by or on behalf of the Company; therefore, such costs include, among others, payment of financial, legal, accounting and appraisal fees, expenses and disbursements, the Issuer's fees and expenses attributable to the issuance of the Bonds, the fee of the State Bond Commission, the cost of printing, engraving and reproduction services, Rating Service fees, legal fees and expenses for Bond Counsel, counsel to the Bank, counsel to the Underwriter, Issuer's counsel and Trustee's counsel, the initial or acceptance fee of the Trustee, the fees and disbursements of the Trustee payable in accordance with the Indenture prior to the Completion Date and all other fees, charges and expenses incurred in connection with the issuance of the Bonds (including all costs, fees, expenses and other amounts (other than interest, principal or prepayment premiums on the Bonds) which may be payable by the Company or the Issuer under any bond purchase agreement or agreements pursuant to which the Bonds are sold) and the preparation and filing or recording of any Bond Document.

"Issue Date" is defined in the Indenture.

"Issue Price" means "issue price" as defined in section 1.148-1(b) of the Regulations and, generally, is the first price at which a substantial number of Bonds is sold to persons other than bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers.

"Issuer" means the Rapides Finance Authority, and its successors and assigns.

"Loan" means the loan made by the Issuer to the Company under this Agreement.

"Loan Payments" means the payments to be made by the Company pursuant to Section 4.1(a) of this Agreement.

"Losses" is defined in Section 8.1 of this Agreement.

"Nonpurpose Investment" means an investment described in section 1.148-1(b) of the Regulations as a nonpurpose investment.

"Note" means the note issued by the Company to the Issuer evidencing the Loan made on behalf of the Issuer to the Company under this Agreement, substantially in the form of the note attached hereto as Exhibit C .

"Opinion of Counsel" means an opinion or opinions in writing, signed by legal counsel who, unless otherwise specified, may be counsel to the Company, the Trustee or the Issuer. As to any factual matters involved in an opinion of counsel, such counsel may rely, to the extent that they deem such reliance proper, upon a certificate or certificates setting forth such matters which have been signed by an official, officer, general partner or authorized representative of a particular governmental authority, corporation, firm or other person or entity.

"Outstanding" when used with respect to the Bonds has the same meaning as that specified in the Indenture.

"Paying Agent" is defined in the Indenture.

"Person" is defined in the Indenture.

"Plans and Specifications" means the plans and specifications prepared for the Project, as the same may be implemented and detailed from time to time and as the same may be revised from time to time in accordance with this Agreement, a copy of which is on file with the Company.

"Principal Office" is defined in the definitions of Trustee, Paying Agent, and Remarketing Agent in the Indenture.

"Proceeds" means any Sale Proceeds and any Investment Proceeds of the Bonds.

"Project" means the property and improvements described as such in Exhibit A .

"Project Costs" means the cost of acquisition, construction, reconstruction, improvement and expansion of the Project, including the cost of the acquisition of all land, rights-of-way, property rights, easements and interests, the cost of all machinery and equipment, financing charges, inventory, raw materials and other supplies, research and development costs, interest prior to and during construction and for one year after completion of construction whether or not capitalized, necessary reserve funds, cost of estimates and of engineering and legal services, plans, specifications, surveys, estimates of cost and of revenue, other expenses necessary or incident to determining the feasibility and practicability of acquiring, constructing, reconstructing, improving and expanding the Project, administrative expense and such other expense as may be necessary or incident to the acquisition, construction, reconstruction, improvement and expansion thereof, the placing of the same in operation and the financing or refinancing of the Project, including the refunding of any outstanding obligations, mortgages or advances issued, made or given by any person for any of the aforementioned costs, and any other cost permitted to be paid out of proceeds of the Bonds by the Act; provided, however, that Issuance Costs are not Project Costs.

"Purchase Price Payments" means the payments to be made by the Company pursuant to Section 4.1(b) of this Agreement.

"Qualifying Costs" means the Project Costs that were paid or incurred after the Inducement Date and that are incurred for those parts of the Project that constitute "solid waste disposal facilities" within the meaning of section 142(a)(6) of the Code and facilities functionally related and subordinate thereto within the meaning of sections 1.103-8(a)(3) of the Regulations, and which for federal income tax purposes are chargeable to the capital account(s) of such items of property included in the Project or would be so chargeable either with a proper election or but for a proper election to deduct such Project Costs.

"Rebate Amount" means that amount computed in accordance with section 148(f) of the Code and section 1.148-3(b) and 1.148-3(c) of the Regulations as of any Computation Date within the meaning of section 1.148-3(e) of the Regulations.

"Rebate Fund" is defined in the Indenture.

"Regulations" means the applicable proposed, temporary or final Income Tax Regulations promulgated under the Code, or, to the extent applicable to the Code, under the Internal Revenue Code of 1986, as such regulations may be amended or supplemented from time to time.

"Remarketing Agent" means Goldman, Sachs & Co.

"Replacement Proceeds" means any amounts described in section 1.148-1(c) of the Regulations.

"Sale Proceeds" means, with respect to the Bonds, any amounts actually or constructively received from the sale (or other disposition) of any Bond that is part of the issue, including amounts used to pay underwriters' discount or compensation and accrued interest other than pre-issuance accrued interest.

"Site" means the tract of land which is described in Exhibit B hereto.

"State" means the State of Louisiana.

"Stated Maturity" when used with respect to the Bonds or any installment of interest thereon means any date specified therein as the fixed date on which the principal of the Bonds or any installment thereof or the fixed date on which such installment of interest thereon is due and payable.

"Trustee" means The Bank of New York Mellon Trust Company, N.A., serving as trustee pursuant to the Indenture, and any successor trustee.

"Unassigned Rights" means the rights of the Issuer under Sections 4.3, 8.1 and 10.4 this Agreement and the right to receive notices hereunder.

"Yield" means the yield as determined in accordance with section 148(h) of the Code, and generally, is the yield which when used in computing the present worth of all payments of principal and interest to be paid on an obligation produces an amount equal to the Issue Price of such obligation.

SECTION 1.2. Interpretations . The table of contents and article and section headings of this Agreement are for reference purposes only and shall not affect its interpretation in any respect.

ACQUISITION AND CONSTRUCTION OF THE PROJECT

SECTION 2.1. Acquisition and Construction of the Project . The Company agrees to cause the Project to be acquired, constructed and installed on the Site substantially in accordance with the Plans and Specifications. The Company agrees to pay all Project Costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds.

Anything in this Agreement to the contrary notwithstanding, the Company shall not be obligated to complete the acquisition, construction and installation of the Project or any part thereof upon (i) acceleration of the payment of all amounts to be paid by the Company pursuant to the provisions of Article VII hereof and (ii) the making of any such payment in the amount required by, and in accordance with the terms of, this Agreement.

SECTION 2.2. Completion . There shall be no diminution in or postponement of the payments required in Section 4.1 hereof or any other payment required under this Agreement to be paid by the Company because of any delay in the completion of the Project.

SALE OF THE BONDS; LOAN;

DISPOSITION OF LOAN PROCEEDS

SECTION 3.1. Issuance of the Bonds . The Issuer agrees that immediately following the delivery of this Agreement, it will execute and deliver the Indenture and issue, sell and deliver the Bonds in the aggregate principal amount specified by the Company. The Bonds shall be limited obligations of the Issuer and shall be payable by the Issuer solely out of the Revenues derived from or in connection with the Note and this Agreement. The Bonds shall never be payable out of any other funds of the Issuer except such Revenues. The Company agrees to pay all Issuance Costs not otherwise paid from the Construction Fund in accordance with Section 3.6(b), promptly following demand therefor (including, without limitation, all out-of-pocket expenses and costs of issuance reasonably incurred by the Issuer in connection with the issuance of the Bonds), and to make such payments in compliance with Section 8.12 of this Agreement.

SECTION 3.2. Loan . The proceeds of the sale of the Bonds which are deposited into the Construction Fund pursuant to Section 5.2 of the Indenture are hereby lent by the Issuer to the Company. The Loan shall be evidenced by the Company's creation and issuance of the Note, dated as of the date of the Bonds and payable to the order of the Issuer.

SECTION 3.3. Investment of Fund Moneys . The Issuer hereby authorizes the Company to prepare and provide instructions to the Trustee as to the investment and reinvestment of moneys held as part of any fund under the Indenture ("Fund"), subject to the limitations specified in the Indenture.

SECTION 3.4. Redemption of Bonds . The Issuer agrees that, at the request at any time of the Company and if permitted by the Indenture, it will, at its option, forthwith take all steps that may be necessary under the applicable redemption provisions of the Indenture to effect redemption of all or part of the then outstanding Bonds, as may be specified by the Company, on the redemption date designated by the Company and on which such redemption may be made under such applicable provisions, and if for any reason the Issuer shall fail promptly to take such steps upon the request of the Company, the Company may, to the extent permitted by law, take such steps on behalf and in the name of the Issuer.

SECTION 3.5. Security Interests . The Company acknowledges and consents to the Issuer's grant of security interest to the Trustee in all amounts at any time deposited in any Fund established under the Indenture (other than the Rebate Fund), including all investments and reinvestments made with such amounts and the proceeds thereof. The Company hereby authorizes and directs the Trustee to hold such amounts, investments, reinvestments and proceeds, and to invest and disburse such amounts and proceeds in accordance with the Indenture and this Agreement. The Company shall not direct the Trustee to make any investments or reinvestments other than those permitted by law, the Indenture and this Agreement.

SECTION 3.6. Disbursements . (a) Except as provided in the Indenture in case of acceleration of maturity of the Bonds, the Trustee shall disburse the money in the Construction Fund in accordance with this Section.

(b) The Trustee shall disburse (or transfer to the Bond Fund) amounts in the Construction Fund to pay Project Costs with respect to the Project or Issuance Costs upon receipt of a Disbursement Request in substantially the form of Exhibit B to the Indenture signed by an Authorized Company Representative stating: (i) the requisition number, amount to be paid, the name of the Person to whom payment is to be made and a Project Costs description; (ii) that there has been expended, or is being expended concurrently with the delivery of such certificate (or in the case of interest which the Trustee is directed to transfer to the Bond

Fund after the Completion Date, will be expended within one year following the Completion Date), an amount on account of Project Costs or Issuance Costs at least equal to the amount set forth in such certificate; (iii) that no other certificate in respect of such expenditure is being or previously has been delivered to the Trustee; (iv) that at least 95% of the total of all amounts previously disbursed plus the amount requested by such certificate to be disbursed from the Construction Fund have been and will be used to pay Qualifying Costs of the Project; and (v) the sum of the amount of such requisition in respect of Issuance Costs, if any, plus amounts previously paid for Issuance Costs, does not exceed 2% of the amount of the Sale Proceeds.

(c) Concurrently with the delivery of the certificate required under Section 3.7 of this Agreement, the Company shall direct the Trustee in writing to transfer any amounts then on deposit in the Construction Fund (other than the retainage described in clause (iii) of Section 3.7 if the Final Payment Date has not occurred) to the Bond Fund to be used (i) to redeem Bonds pursuant to Article IX of the Indenture on the first date the Bonds are subject to redemption at a price of par plus accrued interest or (ii) to purchase Bonds on the open market for cancellation.

SECTION 3.7. Completion . Immediately after the Completion Date (and immediately after the Final Payment Date if such dates are not the same), and after requesting pursuant to Section 3.6 any amounts then permitted to be disbursed thereunder, the Company shall deliver to the Trustee a certificate (the "Completion Certificate") in substantially the form of Exhibit D hereto signed by an Authorized Company Representative certifying: (i) as appropriate, (A) that as of the Completion Date specified in the certificate the Project has been completed and placed in service, or (B) that the Final Payment Date has occurred; (ii) the amount of Proceeds expended for Qualifying Costs, for Project Costs that were not Qualifying Costs and for Issuance Costs; and (iii) if such certificate is delivered prior to the Final Payment Date, the amount which the Trustee is to retain in the Construction Fund for payment of amounts then subject to dispute or not then due.

LOAN PAYMENTS AND OTHER MATTERS

SECTION 4.1. Loan Payments; Purchase Price Payments . (a) To repay the Loan evidenced by the Note, the Company shall make or cause to be made Loan Payments in installments, so as to provide amounts for the timely payment of the principal of, premium, if any, and interest on the Bonds in the amounts and at or before the opening of business on the dates as follows: (i) on each Interest Payment Date, an aggregate amount equal to the sum of (x) the accrued interest coming due on such date on all outstanding Bonds, plus (y) the principal amount of all outstanding Bonds maturing on such date; (ii) on each date on which any of the Bonds are to be redeemed, the principal amount of, and premium, if any, and interest (including interest accrued or to be accrued to such date) on the Bonds to be redeemed on such date in accordance with the provisions of the Indenture; and (iii) on any date on which all the Bonds shall be declared to be and shall become due and payable prior to their Stated Maturity pursuant to the provisions of the Indenture, the aggregate amount of principal, premium, if any, and interest so becoming due and payable on all the Bonds in accordance with the terms of the Indenture. Any amount in cash held in or concurrently paid to the Bond Fund or otherwise held by the Trustee which may, pursuant to the provisions of the Indenture, be applied to the payment of the principal of and interest and premium, if any, on the Bonds and which is in excess of the amount, if any, required for payment of any past due principal of (whether by maturity or redemption) and premium, if any, on any Bonds theretofore matured or called for redemption and any past due interest, if any, on the Bonds shall be credited against the installment of the Loan Payments then required to be made by the Company. If on any date of payment referred to in clause (i), (ii) or (iii) of this Section 4.1(a), the amount in cash held in the Bond Fund or otherwise held by the Trustee and available in accordance with the provisions of the Indenture for the payment of the principal of and interest and premium, if any, on the Bonds shall not be sufficient to pay all principal, interest and premium, if any, then due or overdue, the Company forthwith shall also pay the amount of such deficiency on such date to the Trustee in immediately available funds.

(b) The Company will pay to the Paying Agent for deposit in the Bond Purchase Fund, on or before 2:30 p.m., New York City time, on each day on which a payment of purchase price of a Bond which has been tendered for optional or mandatory purchase shall become due, an amount which, together with other moneys held by the Paying Agent under the Indenture and available therefor, will enable the Paying Agent to make such payment in full in a timely manner.

SECTION 4.2. Bond Fund . The Company shall pay the Loan Payments required of it under this Agreement by remitting or causing to be remitted the same directly to the Trustee for deposit in the Bond Fund which is to be established under the Indenture and administered by the Trustee as provided in the Indenture.

SECTION 4.3. Payments to Issuer . Out of money from the proceeds from the sale and delivery of the Bonds or out of funds provided by the Company, there shall be paid (i) all of the Issuer's reasonable actual out-of-pocket expenses and Issuance Costs in connection with the Bonds, and (ii) on the Issue Date, an issuance fee in the amount of $10,800. The Company agrees to make administrative payments directly to the Issuer on June 1 of each year in an amount equal to 1/10th of 1% of the outstanding Bonds on January 1 of each year, if billed by the Issuer. The administrative payments shall be used for the purpose of paying administrative and related costs of the Issuer, but shall not include Trustee fees or expenses incurred by the Issuer in enforcing the provisions of this Agreement. The Issuer agrees that it will bill the Company by March 15 of each year if it imposes such administrative payments for such year, and such bill shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum), the date on which payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such

administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the Company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid.

SECTION 4.4. Payments to Trustee and Remarketing Agent . (a) The Company agrees to pay (i) the initial acceptance fee of the Trustee and reasonable costs and expenses incurred by the Trustee in entering into and executing the Indenture and (ii) until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the provisions of the Indenture, (A) an amount equal to the annual fee of the Trustee for the ordinary services of the Trustee, as trustee, rendered and its reasonable ordinary expenses incurred under the Indenture, including reasonable attorneys fees and expenses, as and when the same become due, (B) the fees, charges and expenses of the Trustee, as bond registrar and as Paying Agent, and any other bond registrar or Paying Agent on the Bonds, as and when the same become due, (C) the reasonable fees, charges and expenses of the Trustee for the necessary extraordinary services rendered by it and extraordinary expenses incurred by it under the Indenture or this Agreement, as and when the same become due, including reasonable attorneys fees and expenses, (D) the reasonable fees and expenses of any co-trustee appointed under the Indenture, and (E) the cost of printing any Bonds required to be furnished by the Issuer. In the event the Company should fail to make any of the payments required in this Section 4.4, the item or installments shall accrue interest at the prime rate of the Trustee (or its primary banking affiliate) and shall continue as an obligation of the Company until the amount shall have been fully paid.

(b) The Company agrees to pay to the Remarketing Agent as set forth in the Remarketing Agreement, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the provisions of the Indenture and provided that they are providing services as Remarketing Agent, (i) an amount equal to the reasonable annual fee of the Remarketing Agent for the ordinary services of the Remarketing Agent rendered and its reasonable ordinary expenses incurred under the Indenture and the Remarketing Agreement, as and when the same become due, and (ii) the reasonable fees, charges and expenses of the Remarketing Agent for the necessary extraordinary services rendered by it and extraordinary expenses incurred by it under the Indenture and the Remarketing Agreement, as and when the same become due, including reasonable attorneys fees. In the event the Company shall fail to make any of the payments required in this Section, the item or installments shall continue as an obligation of the Company until the amount shall have been fully paid.

SECTION 4.5. Company's Option to Designate Interest Rate Determination Methods . The Company is hereby granted the option to designate from time to time changes in interest rate determination methods in the manner and to the extent set forth in Section 3.3 of the Indenture. In the event the Company elects to exercise any such option, the Company agrees that it shall cause notices of changes in interest rate determination methods to be given to the Issuer, the Trustee, the Bank, if any, and the Remarketing Agent in accordance with Section 3.3(b) of the Indenture.

SECTION 4.6. Purchase of Bonds . (a) The Company shall cause the necessary arrangements to be made and to be thereafter continued whereby owners from time to time of the Bonds may deliver Bonds for purchase and whereby such Bonds shall be so purchased. In furtherance of the foregoing covenant of the Company, the Issuer, at the direction of the Company, has set forth in Article IV of the Indenture the terms and conditions relating to the delivery of Bonds by the registered holders thereof to the Remarketing Agent for purchase and has set forth in the Indenture or the Remarketing Agreement the duties and responsibilities of the Remarketing Agent with respect to the purchase and remarketing of Bonds. The Company hereby authorizes and directs the Remarketing Agent to purchase, offer, sell, and deliver Bonds in accordance with the provisions of Article IV of the Indenture.

Without limiting the generality of the foregoing covenant of the Company, the Company covenants, for the benefit of the owners of the Bonds, to pay, or cause to be paid, to the Trustee such amounts as shall be necessary to enable the Paying Agent to pay the Purchase Price of the Bonds delivered to it for purchase or deemed delivered for purchase, all as more particularly described, in the Indenture; provided, however, that the obligation of the Company to make, or cause to be made, any such payment hereunder shall be satisfied only, in order of priority, first, by funds received by the Paying Agent from the remarketing of the Bonds by the Remarketing Agent, second, in the event sufficient funds are not available from such remarketing, from draws upon the Credit Facility, if any, and third, from funds provided by the Company.

(b) The Issuer shall have no obligation or responsibility, financial or otherwise, with respect to the purchase of Bonds or the making or continuation of arrangements therefor other than as expressly set forth in subsection (a) of this Section 4.6, except that the Issuer shall generally cooperate with the Company and the Remarketing Agent as contemplated by the Indenture.

SECTION 4.7. Credit Facility . (a) A Credit Facility will not be provided upon the initial delivery of the Bonds. In order to support the payment of principal of and interest on, and Purchase Price of, the Bonds, when due, the Company may, after the initial delivery of the Bonds, secure and deliver to the Trustee, for the benefit of the owners of the Bonds, the Credit Facility. The Credit Facility shall conform to the requirements set forth in the Indenture. After the initial delivery of the Credit Facility, and at all times thereafter while any of the Bonds are Outstanding, the Company may, but shall not be obligated to cause the Bonds to be supported by either extensions of the Credit Facility or by the securing and delivery of an alternate Credit Facility. The Company hereby authorizes the Trustee to seek payment under any Credit Facility in accordance with its terms and the terms of the Indenture. As long as a Credit Facility is in effect and the Bank is not in default thereunder, the Company’s obligation to make Loan Payments sufficient hereunder to pay principal of, premium, if any, or interest on the Bonds or to pay Purchase Price of the Bonds shall be satisfied solely from payments made by the Bank pursuant to the Credit Facility. Amounts drawn by the Trustee under any Credit Facility shall be credited against the obligation of the Company to make Loan Payments and Purchase Price Payments hereunder.

(b) In the event the Company elects to deliver a Credit Facility, the Company shall notify the Trustee in writing at least forty-five days prior to the expiration of such Credit Facility whether or not the Bank intends to extend such Credit Facility or whether a binding obligation to secure an alternate Credit Facility has been entered into.

(c) The Company, the Trustee, and the Bank, with the written consent of the Issuer, may, without the consent of the Bondholders, amend, change, or modify any Credit Facility (i) to cure any ambiguity, formal defect, inconsistency, or minor omission, (ii) to conform to the requirements of the Indenture or the Rating Services, or (iii) if such amendment, change or modification is not prejudicial to the Bondholders in any material respect and the Trustee receives a Favorable Opinion to such effect.

(d) The Company shall pay all costs incurred by the Trustee and the Issuer in connection with any reissuance, extension or substitution of any Credit Facility.

SECTION 4.8. Excess Funds . After all of the Bonds have been retired and all interest and applicable premiums, if any, due thereon have been paid or provision for such retirement and payment has been made, and all compensation and expenses of the Trustee and any Paying Agent have been paid as set forth in any of the Financing Documents or provision for such payment has been made, any excess moneys remaining in the Construction Fund and the Bond Fund shall forthwith be paid by the Trustee to the Company in the manner prescribed respectively, by Sections 5.4 and 6.4 of the Indenture.

SECTION 4.9. Nature of Obligations of the Company . Until all of the Bonds shall be deemed to have been paid within the meaning of Section 16.1 of the Indenture, the obligations of the Company to pay the Loan Payments and Purchase Price Payments as provided in this Agreement and to make or cause to be made all other payments required herein shall be absolute and unconditional, irrespective of any rights of set-off, recoupment or counterclaim the Company might otherwise have against the Issuer, the Trustee or any other Person or Persons, and the Company will not suspend or discontinue any such payment or (except in accordance with Article VII of this Agreement) terminate this Agreement for any cause including, without limiting the generality of the foregoing, any event constituting force majeure, any acts or circumstances that may constitute an eviction or constructive eviction, failure of consideration, failure of title, or commercial frustration of purpose, or any damage to or destruction of all or part of the Project, or the failure to obtain any permit or order from any governmental agency which is required to be obtained in connection with the operation of the Project or the taking or condemnation of title to or the use or possession of all or any part of the Project, or any change in the laws of the United States, or any state, or any political subdivision thereof, or any failure of the Issuer to perform and observe any agreement or covenant, whether express or implied, or to discharge any duty, liability or obligation arising out of or connected with this Agreement or any other agreement between the Company and the Issuer. The preceding sentence shall not be construed to release the Issuer from the performance of any of its obligations contained in this Agreement, or except to the extent provided in this Section, prevent or restrict the Company from asserting any rights which it may have against the Issuer, the Trustee or any other persons under this Agreement or under any provision of law or prevent or restrict the Company, at its own cost and expense, from prosecuting or defending any action or proceeding against or by third parties or taking any other action to secure or protect its rights of purchase, acquisition, possession and use of the Project and its rights under this Agreement.

SECTION 4.10. Company Obligations Under the Indenture . The Company agrees that it will perform all obligations imposed on the Company under the Indenture.

MAINTENANCE, INSURANCE, MODIFICATIONS AND ABANDONMENT

SECTION 5.1. Maintenance and Insurance . Subject to the other provisions of this Agreement, the Company shall not be required to maintain, repair or replace any portion of the Project, but may from time to time do any and all of the foregoing as it, in its sole discretion, shall deem appropriate. The Company shall provide (including through self-insurance) for such insurance coverage including assumption of the risk of damage or destruction as is customarily carried by Persons engaged in the same business as and having the financial capability of the Company with respect to operating facilities like the facilities that comprise the Project.

SECTION 5.2. Modifications . Subject to the provisions of Sections 8.11 and 8.12 of this Agreement, the Company shall have the right to remodel or alter the Project, make substitutions, additions and improvements thereto and abandon or remove any part thereof, all as the Company, in its sole discretion, may deem to be desirable.

SECTION 5.3. Issuer Relieved from Responsibility to Maintain Project . The Company and the Issuer hereby expressly acknowledge and agree that the Issuer is under no responsibility to maintain, operate, insure or repair the Project and the Company expressly relieves the Issuer from any such responsibility.

CASUALTY AND CONDEMNATION

SECTION 6.1. Casualty or Condemnation of the Project . If (a) any material damage or destruction of the Project or any portion thereof shall occur or (b) title to or the temporary use of any portion of the Project shall be taken in any condemnation proceedings or by the exercise of the power of eminent domain by any governmental body or by any person acting under governmental authority, the Company shall (i) in its sole judgment, restore or not restore the Project or portions thereof so damaged, destroyed or condemned, (ii) be entitled to dispose of the proceeds of any such insurance or condemnation awards in any manner it deems proper, and (iii) not be obligated to notify the Issuer with respect to such actions.

SECTION 6.2. Effect of Casualty or Condemnation . The occurrence of a casualty or condemnation shall not entitle the Company to any abatement, postponement or reduction in the amount of the Loan Payments or Purchase Price Payments payable under this Agreement and the Company hereby waives the benefits and provisions of all laws and rights which, by reason of the casualty or condemnation, might relieve the Company from any of its obligations under this Agreement.

SECTION 6.3. Cooperation; Sale in Lieu of Condemnation . The Issuer agrees that, if and to the extent that the Company may request, it will cooperate with the Company at the expense of the Company in all matters relating to any casualty to or condemnation of all or any part of the Project and to this end the Issuer hereby authorizes the Company to take any and all action, in its own name or in the name of the Issuer as the Company may elect, which the Issuer could take in respect of such matters, after giving prior written notice to the Issuer.

PREPAYMENT OF LOAN PAYMENTS

SECTION 7.1. Prepayment and Payment of Loan . The Company may at any time deliver moneys and/or Governmental Obligations to the Trustee with instructions to the Trustee to hold such moneys and/or Governmental Obligations in the special segregated fund referred to in Section 16.1 of the Indenture in connection with a discharge of the Indenture.

No payment of or on account of the Loan Payments need be made during the term of this Agreement or thereafter when and so long as the amount in the Bond Fund, together with any other amounts then held by the Trustee and available for the purpose, is sufficient to retire all of the Bonds then outstanding in accordance with the Indenture, including any applicable redemption premium on such Bonds and the amount of interest due and thereafter to become due on the Bonds on and prior to such retirement. However, if, subsequent to a date on which the Company is not obligated to pay the Loan Payments or any installment thereof pursuant to the preceding sentence, losses (net of gains) shall be incurred in respect of the investments in the Bond Fund and such net losses or any other event shall have reduced the amounts in the Bond Fund, together with any other amounts then held by the Trustee and available for the purpose, below the amount sufficient at the time of such occurrence or other event to redeem or pay, in accordance with the provisions of the Indenture, on the next date on which redemption or payment is to be effected, the principal amount of the Bonds, and the amount of interest and premium, if any, due or to become due on the Bonds on and prior to such redemption or payment, the Trustee shall notify the Company of such fact and thereafter, the Company, as and when required for purposes of such Bond Fund, shall pay to the Trustee for deposit in the Bond Fund the amount of any such reduction below such sufficient amount.

SECTION 7.2. Mandatory Acceleration of Loan Payments; Preservation of Tax Status . The Company covenants that it will not take any action or omit to take any action required under this Agreement, the Code and the Regulations, as applicable, which act or omission will cause the interest paid on the Bonds to become includable in the gross income of the holders thereof for federal income tax purposes. The payment of the Loan Payments shall be accelerated, in whole or in part, upon the mandatory redemption of the Bonds as provided in Section 9.1(b) of the Indenture.

The provisions of this Section 7.2 shall be deemed a separate and independent covenant for the benefit of the holders of the Bonds. Acceleration pursuant to this Section 7.2 shall not limit or discharge any remaining obligations which the Company may have.

SPECIAL REPRESENTATIONS AND COVENANTS

SECTION 8.1. Indemnification . The Company agrees that it will at all times indemnify and hold harmless each of the Indemnified Parties against any and all losses, penalties, costs, damages, expenses and liabilities (collectively herein called "Losses") of whatsoever nature (including but not limited to reasonable attorney's fees and expenses, the reasonable allocated costs and expenses of in-house counsel, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of, or related to one or more Claims, as hereinafter defined, even if such Losses or Claims, or both, directly or indirectly result from, arise out of or relate to or are asserted to have resulted from, arisen out of, or related to, in whole or in part, one or more negligent or grossly negligent acts or omissions of the Indemnified Parties (except for the Trustee and the Paying Agent, which will be liable for their own negligent and grossly negligent acts and omissions unless the Trustee or Paying Agent was acting in accordance with a direction upon which it is entitled to rely under the Financing Documents, in which event this exception shall not apply) in connection with the issuance of the Bonds, arising out of or in connection with the execution and performance of the Financing Documents, a breach of the Company of its covenants under this Agreement, or in connection with the Project. The term "Claims" as used herein shall mean all claims, lawsuits, Internal Revenue Service audits in connection with the Bonds, causes of action and other legal actions and proceedings of whatsoever nature, including but not limited to claims, lawsuits, causes of action and other legal actions and proceedings, involving bodily or personal injury or death of any person or damage to any property (including, but not limited, to persons employed by the Issuer, the Trustee, the Company, the Paying Agent or any other Person and all property owned or claimed by any Indemnified Party, the Company, any affiliate of the Company or any other Person) or involving damages relating to the issuance, offering, sale or delivery of the Bonds brought against any Indemnified Party or to which any Indemnified Party is a party, even if groundless, false or fraudulent, that directly or indirectly result from, arise out of, or relate to the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project or any part thereof or from the issuance, offering, sale or delivery of the Bonds, and including but not limited to all claims for indemnification of the Trustee arising out of or in connection with the performance of any of its powers or duties under and in accordance with the terms of the Indenture or any of the other Financing Documents. Without limiting the generality of the foregoing, the term "Claims" shall include Claims brought under federal or state environmental or hazardous materials laws. The obligations of the Company under this Section 8.1 shall apply to all Losses or Claims, or both, that result from, arise out of, or are related to any event, occurrence, condition or relationship and shall survive the termination of this Agreement. The obligations of the Company under this Section 8.1 shall not be affected by any assignment or other transfer by the Issuer of its rights, titles or interests under this Agreement to the Trustee pursuant to the Indenture or the resignation or removal of the Trustee for any reason, or the termination of the Financing Documents or the payment or defeasance of the Bonds and will continue to inure to the benefit of the Indemnified Party both prior to and after any such assignment or transfer or resignation or removal. None of the Indemnified Parties will be liable to the Company for, and the Company hereby releases each of them from all liability to the Company for, all injuries, damages or destruction of all or any part or parts of any property owned or claimed by the Company that directly or indirectly result from, arise out of or relate to the design, construction, operation, use, occupancy, maintenance or ownership of the Project or any part thereof, even if such injuries, damages or destruction directly or indirectly result from, arise out of or relate to, in whole or in part, one or more negligent or grossly negligent acts or omissions of the Indemnified Parties in connection with the issuance of the Bonds, in connection with the execution and performance of the Financing Documents or in connection with the Project. Each Indemnified Party, as appropriate, shall reimburse the Company for payments made by the Company pursuant to this Section 8.1 to the extent of any proceeds, net of all expenses of collection, actually received by them from any insurance with respect to the loss sustained. Each Indemnified Party may, but

shall not have the duty to claim any such insurance proceeds and, to the extent of any such claim, such Indemnified Party shall assign its rights to such proceeds, to the extent of such required reimbursement, to the Company. In case any action shall be brought or to the knowledge of any Indemnified Party threatened against any of them in respect of which indemnity may be sought against the Company, the Indemnified Party shall promptly notify the Company in writing and the Company shall have the right to assume the investigation and defense thereof including the employment of counsel and the payment of all expenses. The Company shall not settle any such case without the consent of the affected Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the investigation and defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (a) the employment of such counsel has been specifically authorized by the Company, in writing, or (b) the Company has failed to assume the defense and to employ counsel or (c) the named parties to any such action (including any impleaded parties) include both an Indemnified Party and the Company, and said Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case, if the Indemnified Party notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Parties provided that any Indemnified Party which has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to any other Indemnified Party shall have the right to employ separate counsel whose reasonable fees and expenses shall be paid by the Company, which firm shall be designated in writing by said Indemnified Party). The Indemnified Party, as a condition of such indemnity, shall use its best efforts to cooperate with the Company in the defense of any such action or claim. The Company shall not be liable for any settlement of any such action without its consent but, if any such action is settled with the consent of the Company or if there be final judgment for the plaintiff in any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any Loss by reason of such settlement or judgment.

In the event of failure by the Company to observe the covenants, conditions and agreements contained in this Section 8.1, any Indemnified Party may take any action at law or in equity to collect amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Section 8.1.

SECTION 8.2. Representations of the Company . The Company represents that it is duly organized and existing under the laws of the State, that it is and it (or its successors hereunder) will remain duly qualified to do business in the State, that it has duly accomplished all conditions precedent necessary to be accomplished by it prior to issuance and delivery of the Bonds and execution and delivery of this Agreement, that it is not in default under any agreement, indenture or other instrument in any manner which would impair the Company's ability to carry out its obligations hereunder, that it has power to enter into the transactions contemplated by this Agreement, that it has been duly authorized to execute and deliver this Agreement and that it will not, except as provided in this Section, voluntarily take any action that would adversely affect its existence.

SECTION 8.3. Filing . The Company will cause all financing and continuation statements related to this Agreement and the Indenture and all supplements to either of the foregoing, as well as such other security agreements, financing and continuation statements and all supplements thereto and other instruments as may be required from time to time to be kept and filed in such manner and in such places as may from time to time be required by law in order to preserve and protect fully the security of the holders and the rights of

the Trustee hereunder and under the Indenture and to take or cause to be taken any and all other action necessary to perfect the security interest created under the Indenture or this Agreement.

SECTION 8.4. Representations and Covenants of the Issuer . The Issuer represents that it is duly organized and existing under the Act, that it has duly accomplished all conditions precedent necessary to be accomplished by it prior to issuance and delivery of the Bonds and execution and delivery of this Agreement and the Indenture, that it is not in default under any of the provisions contained in the laws of the State or any agreement to which it is a party in any manner which would impair its ability to carry out its obligations hereunder, that it has power to enter into and perform the transactions contemplated by this Agreement and the Indenture, that it has been duly authorized to execute, deliver and perform this Agreement and the Indenture, and that it will not voluntarily take any action that would adversely affect its existence.

The Issuer will not knowingly take any affirmative action or omit to take any action within its control, which act or omission will adversely affect the exclusion from gross income for federal income tax purposes of interest paid on the Bonds, and in the event it should unknowingly do so or omit to do so, will promptly upon having such event brought to its attention take such reasonable actions as may rescind or otherwise negate its unknowing action or omission.

SECTION 8.5. Removal of Liens . If any lien, encumbrance or charge of any kind based on any claim of any kind (including, without limitation, any claim for income, franchise or other taxes, whether federal, state or otherwise), shall be asserted or filed against any amount paid or payable by the Company under or pursuant to this Agreement or any order (whether or not valid) of any court shall be entered with respect to any such amount by virtue of any claim of any kind, in either case so as to:

(a) interfere with the due payment of such amount to the Trustee or the due application of such amount by the Trustee pursuant to the applicable provisions of the Indenture,

(b) subject the holders of the Bonds to any obligation to refund any moneys applied to payment of the Bonds, or

(c) result in the refusal of the Trustee to make such due application because of its reasonable determination that liability might be incurred if such due application were to be made,

then the Company will promptly take such action (including, but not limited to, the payment of money) as may be necessary to prevent, or to nullify the cause or result of, such interference, such obligation or such refusal, as the case may be.

SECTION 8.6. Special Covenants . The Issuer and the Company agree that all proceeds received from the sale of the Bonds, as well as all Loan Payments paid by the Company and other moneys received by the Issuer pursuant to this Agreement, shall be applied solely in the manner and for the purposes specified in this Agreement and the Indenture. The Issuer further agrees that it will observe the covenants made by it in the Indenture and that the Company may have and exercise all the rights, powers and benefits stated to be in the Company in this Agreement and the Indenture and that, without the prior written consent of the Company, the Indenture, the Bonds and any bond purchase agreement pursuant to which the Bonds are to be sold shall not be modified in any manner.

SECTION 8.7. Bonds are Limited Obligations . The Bonds shall be limited obligations of the Issuer, payable solely out of the Revenues derived from or in connection with this Agreement (including all sums deposited in any Fund (other than the Bond Purchase Fund and the Rebate Fund) from time to time pursuant to this Agreement, the Indenture, and the Note) and, in certain events, out of amounts attributable

to Bond proceeds or amounts obtained through the exercise of any remedy provided for in the Indenture. The Bonds shall never be paid out of any other funds of the Issuer except such Revenues. No recourse under the Bonds shall be had against any past, present or future officer or director of the Issuer. The Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or out of any other revenues or assets of the Issuer or the State except those Revenues pledged by the Indenture. The principal of, and premium, if any, and interest on the Bonds are secured, as set forth in the Indenture, by an assignment by the Issuer of certain of its rights under this Agreement and the Note, including a pledge of certain of the Revenues derived from and in connection with this Agreement.

THE BONDS ARE LIMITED AND SPECIAL OBLIGATIONS OF THE ISSUER AND DO NOT CONSTITUTE OR CREATE AN OBLIGATION, GENERAL OR SPECIAL, DEBT, LIABILITY OR MORAL OBLIGATION OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER AND NEITHER THE FAITH OR CREDIT NOR THE TAXING POWER OF THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE BONDS. THE BONDS ARE NOT A GENERAL OBLIGATION OF THE ISSUER (WHICH HAS NO TAXING POWER AND RECEIVES NO FUNDS FROM ANY GOVERNMENTAL BODY) BUT ARE A LIMITED AND SPECIAL REVENUE OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE INCOME, REVENUES AND RECEIPTS DERIVED OR TO BE DERIVED FROM PAYMENTS MADE PURSUANT TO THIS AGREEMENT.

SECTION 8.8. Net Agreement . This Agreement shall be deemed and construed to be a "net agreement", and the Company shall during its term pay absolutely net the Loan Payments and all other payments required hereunder, free of any deductions, without abatement, deduction or setoff other than those herein expressly provided.

SECTION 8.9. No Warranty of the Project . The Issuer makes no express or implied warranty of any kind whatsoever with respect to the Project, including, but not limited to, the merchantability thereof or the fitness thereof for any particular purposes; the design or condition thereof; the workmanship, quality or capacity thereof; compliance thereof with the requirements of any law, rule, specification or contract pertaining thereto; patent infringement; latent defects; or that the proceeds derived from the sale of the Bonds will be sufficient to pay in full for same.

SECTION 8.10. State Bond Commission Reporting Requirements . The Company covenants that it shall furnish to the Issuer and Bond Counsel such information necessary to satisfy the reporting requirements of La. R.S. 39:1405.4, as may be amended from time to time. This information shall be delivered to the Issuer and Bond Counsel not less than five Business Days prior to the date such information is to be reported to the State Bond Commission.

SECTION 8.11. Representations Regarding the Project . The Company represents and warrants (i) that it has no present intention of allowing the disposal or abandonment of the Project nor of directing the Project to a use other than the purposes represented herein; (ii) that the Project is in furtherance of the public purposes of the Act; and (iii) that all necessary licenses and permits to acquire, construct, and operate the Project were obtained, and that the Project has been approved by all necessary governmental bodies or agencies having jurisdiction. Notwithstanding the foregoing, certain component parts of the Project may, from time to time be disposed of or abandoned as provided in Section 5.2 of this Agreement and subject to Section 8.12 of this Agreement.

SECTION 8.12. Tax Representations and Covenants . The Company hereby represents and covenants as follows:

(a) Qualifying Costs . At least 95 percent of the Proceeds actually expended will be expended for Qualifying Costs.

(b) Limit on Costs of Issuance . No portion of the Proceeds of the Bonds in excess of 2 percent of the Sale Proceeds of the Bonds, within the meaning of section 147(g) of the Code, will be expended to pay Issuance Costs with respect to the Bonds.

(c) Limitation on Maturities . The term of the Bonds will not exceed 120 percent of the average reasonably expected economic life of the Project to be financed by the Bonds, weighted in proportion to the respective cost of each item comprising the Project, the cost of which has been or will be financed, directly or indirectly, with the Proceeds of the Bonds. For purposes of the preceding sentence, the reasonably expected economic life of property shall be determined as of the later of (i) the Issue Date for the Bonds or (ii) the date on which such property is placed in service (or expected to be placed in service). In addition, land shall not be taken into account in determining the reasonably expected economic life of property, except that, in the event 25 percent or more of the collective Net Proceeds of the Bonds, directly or indirectly, have been expended for land, such land shall be treated as having an economic life of 30 years and shall be taken into account for purposes of determining the reasonably expected economic life of such property.

(d) Rebate . The Company agrees to take all steps necessary to compute and pay any rebatable arbitrage in accordance with section 148(f) of the Code and section 1.148-3 of the Regulations, including:

(i) Delivery of Documents and Money on Computation Dates. The Company shall deliver to the Trustee, within 45 days after each Computation Date,

(A) a statement, signed by an Authorized Representative of the Company, stating the Rebate Amount as of such Computation Date; and

(B) (1) if such Computation Date is not the Final Computation Date, an amount which, together with any amount then held for the credit of the Rebate Fund, is equal to at least 90 percent of the Rebate Amount in respect of such issue of Bonds as of such Computation Date, less the future value as of such date, of any prior payments made to the United States pursuant to section 148(f) of the Code in respect of the Bonds, and (2) if such Computation Date is the Final Computation Date, an amount which, together with any amount then held for the credit of the Rebate Fund in respect of the Bonds, is equal to the Rebate Amount as of such Final Computation Date, less the future value as of such date, of any prior payments made to the United States pursuant to section 148(f) of the Code in respect of the Bonds; and

(C) to the extent any Rebate Amount is due, an Internal Revenue Service Form 8038-T completed as of such Computation Date.

(ii) Correction of Underpayments. If the Trustee or the Company shall discover or be notified as of any date that any payment paid to the United States Treasury pursuant to Section 8.4 of the Indenture of an amount described in Section 8.12(d)(i) above

shall have failed to satisfy any requirement of section 1.148-3(f) of the Regulations (whether or not such failure shall be due to any default by the Company, the Issuer, or the Trustee), the Company shall (1) deliver to the Trustee a brief written explanation of such failure and any basis for concluding that such failure was innocent and (2) pay to the Trustee (for deposit to the Rebate Fund) and cause the Trustee to pay to the United States Treasury from the Rebate Fund the penalty in respect thereof and as specified in section 1.148-3(h) of the Regulations, within 45 days after any discovery or notice.

(iii) Records. The Company shall retain all of its accounting records relating to the Construction Fund, the Bond Fund and the Rebate Fund and all calculations made in preparing the statements described in this Section 8.12(d) for at least six years after the date on which no Bonds are outstanding.

(iv) Fees and Expenses. The Company agrees to pay all of the reasonable fees and expenses of Bond Counsel, a certified public accountant and any other necessary consultant employed by the Company, the Trustee or the Issuer in connection with computing the Rebate Amount.

(v) No Diversion of Rebatable Arbitrage. The Company will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the Gross Proceeds of the Bonds that is not purchased at fair market value or includes terms that the Company would not have included if the Bonds were not subject to section 148(f) of the Code.

(vi) Investment of Rebate Fund. In the event funds are deposited to the Rebate Fund, the Company shall give the Trustee written instructions as to the investment of such funds upon deposit of such funds.

(e) Prohibited Facilities . None of the Proceeds of the Bonds will be used to provide any health club facility, airplane, sky-box or other private luxury box, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises.

(f) Information Reporting Requirements . The Company will provide the Issuer with the information required for it to comply with the information reporting requirements of section 149(e)(2) of the Code requiring certain information regarding the Bonds to be filed with the Internal Revenue Service within prescribed time limits.

(g) "Federally Guaranteed" Obligations . The Company covenants and agrees not to take any action, or knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code and applicable regulations thereunder, except as permitted by section 149(b)(3) of the Code and such regulations.

(h) Bonds Are Not Hedge Bonds . The Company covenants and agrees that none of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more within the meaning of section 149(g)(3)(A)(ii) of the Code, and the Company reasonably expects that all of the spendable proceeds of the Bonds will be used

to carry out the governmental purposes of the Bonds within the three-year period beginning on the Issue Date.

(i) Yield on Investment of Gross Proceeds . The Company will restrict the cumulative, blended Yield on the investment of the Gross Proceeds of the Bonds, to the Yield of the Bonds, other than amounts (i) not subject to yield restriction because of (A) the availability of any applicable temporary period under section 148(c) of the Code and section 1.148-2(e) of the Regulations, (B) their deposit in a reasonably required reserve or replacement fund described in section 148(d) of the Code and section 1.148-2(f)(2) of the Regulations or a bona fide Bond Fund described in section 1.148-1(b) of the Regulations (including the Bond Fund) or (C) the minor portion exception described in section 1.148-2(g) of the Regulations, or (ii) invested in obligations described in section 103(a) of the Code.

(j) No Arbitrage . The Company will not use or invest the Proceeds of the Bonds such that the Bonds become "arbitrage bonds" within the meaning of section 148 of the Code, and as evidence of this intent, a representative of the Company has reviewed the No-Arbitrage Certificate of the Issuer prepared in connection and delivered concurrently with the Bonds and the Company understands, and will take (or request the Trustee or the Issuer to take), the actions described therein.

(k) Acquisition of Land . Less than 25 percent of the Net Proceeds of the Bonds actually expended will be used, directly or indirectly, for the acquisition of land or an interest therein. Notwithstanding the immediately preceding sentence, no portion of the Net Proceeds of the Bonds will be used, directly or indirectly, for the acquisition of land or an interest therein to be used for farming purposes.

(l) Used Property . No portion of the Net Proceeds of the Bonds will be used for the acquisition of any existing property or an interest therein unless (i) the first use of such property is pursuant to such acquisition or (ii) the rehabilitation expenditures with respect to any building and equipment therefor equal or exceed 15 percent of the cost of acquiring such building financed with the proceeds of the Bonds (with respect to structures other than buildings, this clause shall be applied by substituting 100 percent for 15 percent). For purposes of the preceding sentence, the term "rehabilitation expenditures" shall have the meaning set forth in section 147(d)(3) of the Code.

(m) Modification of Requirements . If at any time during the term of this Agreement, the Issuer, the Trustee or the Company desires to take any action or omit to take any action that would otherwise be prohibited by the terms of this Section, such Person shall be permitted to take such action or omit to take such action if it shall first obtain and provide to the other Persons named herein an opinion of Bond Counsel to the effect that (i) such action or omission shall not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and (ii) such action or omission otherwise is in compliance with the laws of the State and the terms of the Indenture and this Agreement.

The Company will not knowingly take any action, or knowingly omit to take any action, which action or omission will adversely affect the exclusion from gross income of the holders thereof for federal income tax purposes of interest on the Bonds (other than holders who are substantial users of the Project or related persons within the meaning of section 147(a) of the Code), and in the event of such action or omission (whether taken with knowledge or not) will promptly, upon receiving knowledge thereof, take all lawful actions, based on advice of Bond Counsel and at the Company's expense, as may rescind or otherwise negate such action or omission.

SECTION 8.13. Financial Information . During such time, if ever, the Company does not file annual financial information with the United States Securities Exchange Commission, the Company, shall furnish to the Trustee and any owner, or any beneficial owner, of any Bond who shall have requested the same in writing, as soon as available and in any event within 150 days after the end of the fiscal year, financial statements for the Company for the immediately preceding fiscal year, audited by a nationally recognized accounting firm. The Trustee shall have no responsibility with respect to such financial statements except to make them available for reasonable examination by any owner of any Bond upon reasonable, prior written request.

SECTION 9.1. Consolidation, Merger and Assignment by the Company . The Company shall not merge or consolidate with any other legal entity unless the successor entity (if other than the Company or an affiliate of the Company) (a) irrevocably and unconditionally assumes, in an instrument delivered to the Issuer and the Trustee, the due performance of the obligations of the Company under this Agreement and (b) is authorized to transact business in this State. The Company may, without the consent of the Issuer or the Trustee, transfer or assign this Agreement or transfer or assign all or a portion of the Project and any or all of its rights and delegate any or all of its duties hereunder to an entity either affiliated or unaffiliated with the Company, but no such transfer, assignment or delegation shall relieve the Company of its liability for the payment of the Loan Payments or for the payment of any other amounts to be paid by it under this Agreement or the Note and for the full observance and performance of all of the covenants and conditions to be observed and performed by it which are contained in this Agreement and the Note. The Company shall within fifteen days after the execution thereof, furnish to the Issuer and the Trustee appropriate documentation demonstrating that the surviving, resulting or transferee legal entity, as the case may be, is a domestic legal entity, is qualified to do business in the State, and has assumed in writing all of the obligations of the Company under this Agreement.

SECTION 9.2. Issuer's Rights of Assignment . The Issuer may, only in accordance with the Indenture, assign this Agreement, the Note and the security interest of the Issuer created hereby and pledge the moneys receivable hereunder to the Trustee as security for payment of the principal of and premium, if any, and interest on the Bonds and all amounts payable under the Indenture and the other Financing Documents. The Company hereby assents to such assignments and agrees that the Trustee may exercise and enforce in accordance with the Indenture any of the rights of the Issuer under this Agreement or the Note. Any such assignment, however, shall be subject to all of the rights and privileges of the Company as provided in this Agreement.

EVENTS OF DEFAULT AND REMEDIES

SECTION 10.1. Enumeration of "Events of Default" . The terms "Event of Default" or "Default" shall mean, whenever they are used in this Agreement, any one or more of the following events:

(a) Failure by the Company to pay when due in accordance with Section 4.1(a) and (b) of this Agreement the portion of the Loan Payments representing payment of the principal of and premium, if any, on the Bonds.

(b) Failure by the Company to pay when due in accordance with Section 4.1(a) and (b) of this Agreement the portion of the Loan Payments representing payment of interest on the Bonds.

(d) The occurrence of a Company Event of Bankruptcy.

(e) Default by the Company in the payment of any other amount required to be paid under this Agreement or in the performance or observance of any other of the covenants, agreements or conditions contained in this Agreement, or in the Bonds issued under the Indenture, and continuance thereof for a period of ninety (90) days after written notice specifying such failure and requesting that it be remedied shall have been given to the Company by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the holders of not less than twenty-five percent (25%) in principal amount of the Bonds then outstanding, unless the Trustee, or the Trustee and holders of a principal amount of Bonds not less than the principal amount of Bonds the holders of which requested such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Trustee, or the Trustee and the holders of such principal amount of Bonds, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is instituted by the Company within such period and is being diligently pursued.

SECTION 10.2. Remedies . Upon any acceleration of the principal of the Bonds under the Indenture, all Loan Payments shall be immediately due and payable under this Agreement and the maturity of the Note shall be accelerated. In addition, whenever any Event of Default referred to in Section 10.1 shall have occurred and be continuing, the Trustee, or the Issuer with the prior written consent of the Trustee, may take any action at law or in equity to collect amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement. Any amounts collected pursuant to action taken under this Section 10.2 shall be applied in accordance with the provisions of the Indenture.

Neither the Trustee nor the Issuer may declare all unpaid Loan Payments immediately due because of a failure by the Company to observe or perform any covenant, condition or agreement contained in Section 8.1 of this Agreement. However, the exception of the preceding sentence shall not otherwise preclude the Issuer from enforcing, with or without the consent of the Trustee, or the Trustee from enforcing the observance and performance of the covenants, conditions and agreements contained in such Section.

A waiver by the Trustee of any Events of Default as that term is defined in the Indenture, in accordance with the terms and provisions of the Indenture, or any annulment of or acceleration of the due date of the principal of the Bonds, shall also constitute a waiver of the corresponding Event of Default and its consequences hereunder or annulment of any acceleration of principal hereunder, without further action on the part of the Trustee.

SECTION 10.3. No Remedy Exclusive . No remedy conferred upon or reserved to the Issuer or the Trustee by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing hereunder shall impair any such right or power or shall be construed to be a waiver thereof, nor shall any single or partial exercise of any other right, power or privilege, but every such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice other than such notices as may be herein expressly required.

SECTION 10.4. Agreement to Pay Attorneys' Fees and Expenses . In the event the Company should default under any of the provisions of this Agreement and the Issuer or the Trustee should employ attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement on the part of the Company herein contained, the Company agrees that it will on demand therefor, and upon presentation of an itemized bill, pay to the Issuer or the Trustee the reasonable fees and expenses of such attorneys and such other expenses so incurred by the Issuer or the Trustee.

SECTION 11.1 Force Majeure . If by reason of force majeure either the Issuer or the Company shall be rendered unable wholly or in part to carry out its obligations under this Agreement, and if such party gives notice and full particulars of such force majeure in writing to the other party within a reasonable time after failure to carry out its obligations under this Agreement, such obligations (other than the obligations of the Company specified in the last sentence of this Section 11.1) of the party giving such notice, so far as they are affected by such force majeure, shall be suspended during the continuance of the inability then claimed, including a reasonable time for removal of the effect thereof. The term "force majeure" shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, orders of any kind of the Government of the United States, or of any state thereof, or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, tornadoes, storms, floods, washouts, droughts, arrests, restraining of government and people, civil disturbances, explosions, breakage or accidents to machinery, transmission pipes or canals, partial or entire failure of utilities, shortages of labor, material, supplies or transportation, or any other cause not reasonably within the control of the party claiming such inability. The requirement that any force majeure shall be reasonably beyond the control of the party shall be deemed to be fulfilled even though the existing or impending strike, lockout or other industrial disturbance may not be settled but could have been settled by acceding to the demand of the opposing Person or Persons. The occurrence of any event of force majeure shall not suspend or otherwise abate, and the Company shall not be relieved from, the obligation to pay the Loan Payments and to pay any other payments required to be made by it under this Agreement at the times required.

Company:	Cleco Power LLC
	2030 Donahue Ferry Road
	Pineville, LA 71361
	ATTN: Manager, Treasury Services and Corporate Financing
	Fax#: (318) 484-7697

Issuer:	Rapides Finance Authority
	c/o Scott M. Brame
	711 Washington Street
	Alexandria, LA 71301
	Fax#: (318) 443-2625


Trustee Principal	The Bank of New York Mellon Trust Company, N.A.
Office and Tender	601 Poydras Street, Suite 2225
Office:	New Orleans, LA 70130-6050
	ATTN: Corporate Trust Department
	Fax#: (504) 565-5501

Paying Agent:	The Bank of New York Mellon Trust Company, N.A.
	601 Poydras Street, Suite 2225
	New Orleans, LA 70130-6050
	ATTN: Corporate Trust Department
	Fax#: (504) 565-5501

Remarketing	Goldman, Sachs & Co.
Agent:	85 Broad Street, 24th Floor
	New York, NY 10004
	ATTN: Municipal Note Trading Desk
	Fax #: (212) 346-4209

	CLECO POWER LLC


By:	/s/ Charles A. Mannix
	Vice President - Tax and Treasurer

Issuer:	Louisiana Public Facilities Authority
	2237 South Acadian Thruway, Suite 650
	Baton Rouge, LA 70808
	ATTN: President and CEO
	Fax#: (225) 923-0021

	LOUISIANA PUBLIC FACILITIES AUTHORITY


By:	/s/ Guy Campbell
	Chairman

	FOR THE THREE MONTHS ENDED			FOR THE TWELVE MONTHS ENDED
(THOUSANDS, EXCEPT RATIOS)	MARCH 31, 2010
Earnings from continuing operations	$	149,970		$	249,628
Undistributed equity gain from investees		(37,847	)		(30,575	)
Income taxes		79,866			88,119
Earnings from continuing operations before income taxes	$	191,989		$	307,172
Fixed charges:
Interest, long-term debt	$	17,737		$	68,257
Interest, other (including interest on short-term debt)		7,581			11,664
Amortization of debt expense, premium, net		688			1,997
Portion of rentals representative of an interest factor		112			510
Interest of capitalized lease		498			2,042
Total fixed charges	$	26,616		$	84,470
Earnings from continuing operations before income taxes	$	191,989		$	307,172
Plus: total fixed charges from above		26,616			84,470
Plus: amortization of capitalized interest		162			467
Earnings from continuing operations before income taxes and fixed charges	$	218,767		$	392,109
Ratio of earnings to fixed charges		8.22	X		4.64	X
Total fixed charges from above		26,616			84,470
Preferred stock dividends		18			63
Total fixed charges and preferred stock dividends		26,634			84,533
Ratio of earnings to combined fixed charges and preferred stock dividends		8.21	X		4.64	X