exhibit101.htm


    
      

      

    

    
      EXHIBIT
10.1

       

      
        Cleco
Corporation

        Summary
of Director Compensation, Benefits and Policies

        As
Approved by the Board of Directors on July 23, 2004 and

        Last
Revised on July 31, 2009

        


        


        
          	
                  Annual
      Retainer

                	
                  Each
      non-management director receives an annual retainer of
      $35,000.  This retainer is paid in quarterly installments of
      $8,750.  Effective July 1, 2010, the annual retainer will
      increase to $40,000 and will be paid in quarterly installments of
      $10,000.  The non-management Chairman of the Board receives an
      additional annual retainer of $85,000.  Effective July 1, 2010,
      the additional annual retainer for the non-management Chairman of the
      Board will increase to $90,000.

                


        

        


        
          	
                   
      

                	
                  Each
      non-management director who is chairman of a board committee receives an
      additional annual fee of $5,000, except the chairman of the Executive
      Committee, who does not receive any additional compensation for holding
      that position, and the chairman of the Audit Committee.  The
      chairman of the Audit Committee receives an additional annual fee of
      $12,500, which reflects the increased responsibilities of this position as
      a result of the Sarbanes-Oxley Act of 2002.  The total annual
      retainer may be paid, at the election of each director, in the form of
      cash, Cleco common stock, or a combination of both cash and
      stock.

                


        

        


        
          	
                  Meeting
    Fees

                	
                  Each
      non-management director receives meeting fees as follows:  (1)
      $1,750 for each in-person board meeting attended; (2) $1,750 for each
      in-person Audit Committee meeting attended; (3) $1,500 for each in-person
      other committee meeting attended; and (4) $500 for each telephone
      conference meeting of the board or one of its committees attended,
      including informal telephone conference meetings.  Meeting fees
      may be paid, at the election of each director, in the form of cash, Cleco
      common stock, or a combination of both cash and
  stock.

                


        

        


        
          	
                   
      

                	
                  The
      Chairman of the Board is not paid for attendance at meetings (whether in
      person or by phone) of committees on which he does not serve, except
      quarterly phone meetings of the Audit Committee for review of the Form
      10-K and/or Form 10-Q.  Nor is the Chairman compensated for
      meetings not associated with Board or committee meetings or for regular
      on-site visits to Cleco to receive updates from the management
      staff.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Corporate Governance
Guidelines

        Page 2 of 3

        
 

        
          	
                  Special
      Services

                	
                  While
      expected to occur infrequently, when a non-management director is
      requested to perform special services considered to be beyond the scope of
      the director's normal duties, each day spent performing those duties shall
      be considered the equivalent of attending a Board or committee meeting for
      purposes of director compensation.  Normally compensation for
      such matters will be appropriate only if the director is required to spend
      more than four hours on the matter and associated
      travel.  Examples, not inclusive, of such activities would be
      participating in the interview process for potential new Board candidates
      and/or members of senior management and working with consultants to the
      Board.  Determinations as to the applicability of compensation
      to a particular circumstance will be reviewed on a case-by-case basis by
      the President/CEO and the Corporate
Secretary.

                


        

        


        
          	
                  Expenses

                	
                  Directors
      are reimbursed for travel and related expenses incurred for attending
      meetings of the Board of Directors and board committees, including costs
      related to spousal travel, as well as for any special services as
      described above.  This reimbursement includes the cost of first
      class air fare as authorized by Cleco’s
CEO.

                


        

        


        
          	
                   
      

                	
                  As
      noted above, spousal travel for directors has been
      approved and authorized by Cleco’s CEO.  Therefore,
      reimbursement by Cleco to directors for all costs related to spousal
      travel will be allowed.  Such costs will be charged to a
      specific account to allow for proper tax treatment by the
      Company.  (These costs will not be tax
      deductible for Cleco, nor will they be taxable to the
      Director.)

                


        

        


        
          	
                  Restricted
      Stock

                	
                  Each
      non-management director receives an annual restricted stock award of Cleco
      common stock valued at $50,000, not to exceed 5,000 shares of stock in any
      year.  The grant date of the award will be the date of the
      January Board meeting each year, and the valuation date of the stock will
      be the first trading day of the year.  The number of shares to
      be issued will be determined by dividing 85% of the stock price on the
      valuation date into $50,000.  Directors are not required to
      provide any consideration in exchange for the restricted stock
      award.  Restrictions on the stock subject to the award lapse
      after a six-year period measured from the date of the award or at the
      director’s retirement if earlier, and the stock cannot be sold or
      transferred during this period.

                


        

         

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Corporate Governance
Guidelines

          Page 3 of 3

          
 

        

        
          	
                  Stock
      Ownership

                	
                  Cleco
      has adopted stock ownership guidelines for directors.  Under the
      guidelines, Cleco recommends that its current directors beneficially own
      common stock of Cleco having a value equal to at least five times the
      annual Board retainer.  New directors will have five years
      following their election to the Board to meet this recommended stock
      ownership level, and current directors will have three years following
      each increase in the annual Board retainer to meet this recommended stock
      ownership level.  The intent of the guidelines is to encourage
      stock ownership by directors and not to force a director to purchase more
      stock, if and when the stock price declines.  Where the
      guidelines are not met within the applicable time, the matter will be
      reviewed by the Nominating/Governance Committee, which may determine to
      waive the guidelines or to make an appropriate recommendation to the
      Board.

                


        

        


        
          	
                  
                    Deferred

                  

                	
                   

                


        

        
          	
                  Compensation

                	
                   

                


        

        
          	
                  Plan

                	
                  A
      non-management director may elect to participate in a deferred
      compensation plan and defer the receipt of all or part of his or her fees
      and restricted stock.  Benefits are equal to the amount credited
      to each director’s individual account based on compensation deferred plus
      applicable investment returns.  Accounts are payable when a
      director ceases to serve on the Board or attains a specified
      age.  (Please
      note:  Due to the complexity of the income tax rules related to
      deferred compensation, Directors may wish to consult their personal tax
      advisors.)

                


        

        


        
          	
                  
                    Life
      Insurance/

                  

                	
                   

                


        

        
          	
                          
      Disability Plan

                	
                  Cleco
      provides its non-management directors with $200,000 of life insurance and
      permanent total disability coverage under a group accidental death and
      dismemberment plan maintained by Cleco Power LLC, a wholly owned
      subsidiary of Cleco.  This coverage is terminated at the time
      the director ceases to serve on the Board.  Coverage may not be
      continued, even if the departing director agrees to pay the
      premium.

                


        

        


        
          	
                  Management

                	
                   

                


        

        
          	
                   
      

                	
                  Directors

                	
                  Directors
      who are Cleco employees receive no additional compensation for serving as
      a director.