X0306 4 2015-01-29 0 0001089819 CLECO CORP CNL 0001186054 MILLER JUDY P P.O. BOX 5000 PINEVILLE LA 71361-5000 0 1 0 0 Sr Vice President Common Stock, $1 par 2015-01-29 4 A 0 991 A 33321.6126 D Common Stock, $1 par 2015-01-29 4 F 0 375 D 32946.6126 D Common Stock, $1 par 2015-01-29 4 A 0 4102 A 37048.6126 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, 2014. No value was exchanged for these shares. Payment of tax liability by withholding securities incident to the receipt of shares awarded under the Company's 2010 Long-Term Incentive Compensation Plan for the three-year performance period ending December 31, 2014. 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, 2015 and ending December 31, 2017. For the 2015 - 2017 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 Judy P. Miller 2015-02-02