X0306 4 2013-01-24 0 0001089819 CLECO CORP CNL 0001305071 Bunting Anthony L P.O. BOX 5000 PINEVILLE LA 71361-5000 0 1 0 0 Vice President Common Stock, $1 par 2013-01-24 4 A 0 911 A 35037.8455 D Common Stock, $1 par 2013-01-24 4 A 0 3019 A 38056.8455 D Shares acquired under the Company's 2010 Long-Term Incentive Compensation Plan as the result of the Company's above-target performance during the three-year period ending December 31, 2012. No value was exchanged for these shares. Total includes 183.6491 shares acquired through contributions and/or reinvestment of dividends under the Company's 401(k) plan during 2012. Performance shares granted under the Company's 2010 Long-Term Incentive Compensation Plan. Shares are subject to forfeiture, in whole or in part, based on the Company's performance during a three-year period beginning January 1, 2013 and ending December 31, 2015. For the 2013 - 2015 performance cycle, the Compensation Committee has established total shareholder return (defined as the Company's common stock price appreciation plus dividends paid during the performance cycle) compared to companies in a peer group also selected by the Committee as the performance goal. Dividends will be accrued quarterly during the performance cycle, are subject to forfeiture in whole or in part, and will be paid only after the final determination of performance and in proportion to the target shares. Julia E. Callis, Attorney-in-Fact for Anthony L. Bunting 2013-01-28