As previously disclosed, on February 8, 2017, Darren J. Olagues
tendered his resignation as President and Chief Executive Officer
of Cleco Corporate Holdings LLC (Cleco Holdings) and Cleco Power
LLC, a wholly owned subsidiary of Cleco Holdings (Cleco Power)
and as a member of the Boards of Managers of Cleco Group LLC
(Cleco Group), Cleco Holdings, and Cleco Power (collectively, the
Companies) effective February 8, 2017 (the Separation Date). On
March 23, 2017, Mr. Olagues entered into a Separation Agreement
with the Companies. If not revoked by Mr. Olagues within seven
days to his statutory right to do so unilaterally, the Separation
Agreement will be effective on March 30, 2017.

The Separation Agreement provides that, subject to certain terms
and conditions, Cleco Holdings will pay Mr. Olagues (i)
$1,000,000 payable in 36 equal monthly installments, subject to
all normal withholdings, and (ii) an amount equal to the full
cost of the same type and level of coverage elected by Mr.
Olagues under the Companies group medical, dental and/or vision
plans in accordance with Section 4980B of the Internal Revenue
Code of 1986, as amended (COBRA). Cash reimbursements will be
made monthly, 30 days in arrears, for the 18-month period
following the Separation Date and, thereafter for another
18-month period cash reimbursements of the reasonable cost of
health care premiums comparable to the Companies plan or COBRA
will be made monthly; provided that such payments will cease at
an earlier date if Mr. Olagues is or becomes eligible for
coverage under another employers group medical plan or a
self-employment plan during such period. Further, subject to
certain terms and conditions contained in the Separation
Agreement, Mr. Olagues will be treated as fully vested in and
receive payments due under the Cleco Corporation Supplemental
Executive Retirement Plan (the SERP) at the time specified in the
SERP. Mr. Olagues benefits under the SERP will be: (i) increased
by adding three years to his age, subject to a minimum benefit of
50% of final compensation; (ii) subject to a modified reduction
determined by increasing his age by three years; and (iii)
reduced for his Exelon Plan and Clecos Defined Benefit Plan
pension benefits.

In addition, the Companies will pay or provide to Mr. Olagues:
(i) reimbursement of any ordinary and customary business expenses
incurred by him prior to the Separation Date in accordance with
the Companies standard policies and procedures; (ii) any
additional benefits accrued and vested or due under the separate
employee benefit plans generally maintained for the benefit of
all of the employees of the Companies in which Mr. Olagues is, or
was, a participant, subject to the terms and conditions of such
separate plans; and (iii) all rights to indemnification that Mr.
Olagues may possess as a director, manager, officer or employee
of the Companies or any affiliate, including any past, present,
or future parents, subsidiaries and affiliates of the Companies,
to the fullest extent provided under the indemnification and
insurance arrangements or governing documents of such entities or
applicable law.

The payments and benefits described above and set forth in the
Separation Agreement are conditioned upon that certain Basic
Waiver, Release and Covenants Agreement (the Waiver) executed by
Mr. Olagues to which Mr. Olagues agreed to, among other things,
(i) release and discharge the Companies and the Protected Parties
(as defined in the Waiver) from any and all claims which Mr.
Olagues had, may now have, or later may have, against the
Protected Parties based on facts occurring up to and including
the date of the execution of the Waiver, (ii) certain restrictive
covenants, including non-compete and non-solicitation provisions,
for a period of 24 months following the Severance Date; (iii) not
use or disclose the confidential information of the Companies;
and (iv) refrain from demeaning the name or business reputation
of the Companies or the Protected Parties.

The foregoing description of the Separation Agreement and the
Waiver does not purport to be complete, and is qualified in its
entirety by reference to such agreements, filed as Exhibit 10.1
and incorporated herein by reference.

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 hereunto duly authorized.