Retention Bonus Agreement by and between Cleco Corporate Holdings LLC, Cleco Group LLC, Cleco Power LLC and Terry Taylor dated as of December 21, 2017

THIS RETENTION BONUS AGREEMENT (the “Agreement”) entered into as of December 21, 2017, by and between Cleco Corporate Holdings LLC and Cleco Group LLC and Cleco Power LLC (collectively, the “Company”) and Terry Taylor (“Executive”).

The Board of Directors of the Company has determined that it is appropriate to award a retention bonus to Executive whose continued service is particularly important to the welfare of the Company and whose service through the Retention Date (as defined below) is important to allow the Company to smoothly transition to a new Chief Financial Officer (“CFO”) to succeed Executive (the “CFO Transition”).

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Eligibility for Retention Bonus. Subject to the terms of this Agreement, Executive shall receive a retention bonus (the “Retention Bonus”) if Executive remains a full-time employee of the Company in good standing through December 31, 2018 (the “Retention Date”). The term “Company” shall include any subsidiary of the Company that employs Executive. To remain an employee in good standing, Executive must complete any responsibilities reasonably assigned by the Chief Executive Officer and the successor CFO and assist in the following: (i) the CFO transition, (ii) strategic initiative rollouts, (iii) the Company’s 2020 rate case, (iv) regulatory and Federal and state securities’ requirements, (v) mentorship of high potential employees, and (vi) other Company strategic and financial administrative matters.

(a)Amount of Retention Bonus. The Retention Bonus shall be $250,000. The Retention Bonus will be paid in a lump sum cash payment on the Retention Date.

2.Subject to the terms of this Agreement and the 2017 Long-Term Incentive Compensation Plan (the “Plan”), Executive shall be eligible to receive Executive’s outstanding long-term incentive plan awards under the Plan (the “LTIP Award,” together with the Retention Bonus, the “Retention Payments”) as follows: If Executive remains a full-time employee in good standing through the Retention Date, for purposes of the LTIP, Executive shall be treated as continuing to be employed through the end of the 2017-2019 and 2018-2020 Plan performance cycles (the “Performance Periods”), and, therefore, Executive shall be paid Executive’s full, rather than pro rata, outstanding awards under the Plan in an amount based on the actual performance of the Company through the end of the Performance Periods. For the avoidance of doubt, assuming Executive remains a full-time employee in good standing through the Retention Date and assuming target performance by the Company, Executive shall earn and be paid an

additional $275,000 over that otherwise due under the standard terms of the Plan, so that Retention Payments in total would equal $525,000. Payment of the LTIP Award, if any, will be made at the time such payments are made to other employees participating in the Plan.

3.If Executive is terminated by the Company for Cause (as defined in the Plan) or if Executive voluntarily resigns before the Retention Date, then Executive shall not receive any Retention Payments.

4.If Executive is terminated by the Company without Cause or Executive’s employment terminates due to Executive’s death or Disability (as defined in the Plan), the Company shall pay Executive (or Executive’s estate) the full amount of the Retention Payments. The Company shall pay the Retention Bonus following Executive’s termination of employment in a lump sum cash payment as soon as administratively practical following Executive’s termination date and shall pay the LTIP Award payments at the time such payments are made to other employees participating in the Plan.

5.Release. Any payment of the Retention Payments after Executive’s termination of employment shall be conditioned on Executive’s executing and not revoking a written release upon such termination, substantially in the form attached hereto as Exhibit A (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company, or the termination thereof (other than claims based upon any entitlements under the terms of this Agreement or entitlements under any plans or programs of the Company under which Executive is due a benefit).

6.No effect on Retirement Benefits or Entitlements. None of the Retention Payments shall affect, or be taken into account for, Executive’s benefits or entitlements under any plans or programs of the Company under which Executive is due a benefit, including, but not limited to, the Company’s Supplemental Executive Retirement Plan or the Company’s Pension Plan.

7.In exchange for the Retention Payments to be paid to Executive under Sections 1 and 2, if any:

(a)Confidential Information. Executive recognizes and acknowledges that she has and will continue to possess confidential, proprietary, non-public information concerning the Company, whether or not deemed a “trade secret” under applicable law, which may include, without limitation: (a) books and records relating to operations, finance, accounting, personnel and management; (b) cost, price, rate and volume data, future price, rate and trading plans, and test data; (c) product and plant design and development; (d) records, computer software, customer lists, information obtained on competitors, and sales tactics; (e) business plans, financial projections and supporting assumptions and action plans; and (f) various other non-public trade or business

information, including strategic business opportunities, marketing, business diversification and expansion plans, acquisitions, dispositions, methods and processes, financial data and the like (collectively, the “Confidential Information”). Executive agrees that she will not, at any time, make any independent use or disclosure of the Confidential Information, provided that nothing contained herein shall prohibit the use and disclosure of Confidential Information: (x) with the prior written consent of the Company; (y) to the extent required by law or by legal process, provided that Executive shall furnish to the Company not less than five business days prior to such disclosure, or such shorter period as may be necessitated by facts and circumstances, written notice of such law or process, including a copy of all relevant documents, and shall cooperate with the Company to object to such disclosure or to place such disclosure under seal; or (z) if and to the extent such information shall have become public information, other than on account of Executive’s breach of this covenant.

(b)Non-Solicitation of Employees. Executive agrees that during the Restricted Period (as defined below), she shall not, directly or indirectly, whether for her own benefit or on behalf of another, or to the Company’s detriment, hire or offer to hire, or cause any person to hire or offer to hire, any officer, employee, manager, or director of the Company, or persuade, or attempt to persuade, any such officer, employee, manager or director to discontinue any relationship with the Company; provided that general advertisements and/or contacts by third-party recruiters that are not initiated, directly or indirectly, by Executive shall not be deemed a breach hereof. Parties and individuals who ceased employment with the Company within the six-month period preceding the occurrence of a solicitation prohibited hereunder shall be included.

(c)Business Reputation. Executive agrees that she shall refrain from performing any act, engaging in any conduct or course of conduct or making or publishing an adverse, untrue or misleading statement which has, or may reasonably have, the effect of demeaning the name or business reputation of the Company or which adversely affects, or may be reasonably expected to adversely affect, the best interests, economic or otherwise, of the Company, except to the extent such statement or conduct may be required by law or legal process.

(d)Non-Solicitation of Customers. Executive agrees that during the Restricted Period, Executive shall not, directly or indirectly, for Executive’s own benefit, on behalf of another, or to the detriment of the Company, solicit for any business purpose, divert, or attempt to solicit for any business purpose or attempt to divert, any customer of the Company; provided that this restriction on solicitation shall apply only to any customer located or doing business in the Restricted Area or who is otherwise named by the Company on an exhibit hereto.

(e)Non-Competition. Executive agrees that during the Restricted Period, Executive shall not carry on or engage in, whether directly or indirectly, and whether as a director, officer, employee, partner, contractor, consultant, agent or other advisor, a business that competes with the Company’s Business (as defined below); provided that nothing contained herein shall prevent Executive from acquiring or holding less than 2% of the equity securities of a publicly-traded company that is engaged in the

Company’s Business. The foregoing covenant shall apply only to activities carried on in or related to the Restricted Area.

(f)Reports to Government Entities. Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in such communications, respond to such inquiries, provide confidential information or documents to the Regulators, or make any such reports or disclosures to the Regulators. The Executive is not required to notify the Company that the Executive has engaged in such communications with the Regulators. If the Executive is required by law to disclose Proprietary Information, other than to Regulators as described above, the Executive shall give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the extent possible. Federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

(g)Inventions Assignment. The Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Company’s or its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company (“Work Product”) belong to the Company. The Executive will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorneys and other instruments). If requested by the Company, the Executive agrees to execute any inventions assignment and confidentiality agreement that is required to be signed by Company employees generally.

(h)Return of Company Property. Upon termination of the Executive’s employment with the Company for any reason, and at any earlier time the Company requests, the Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company or an Affiliate that is in the Executive’s possession, under the Executive’s control or to which the Executive may have access. The Executive will not reproduce or appropriate for the Executive’s own use, or for the use of others, any property, Proprietary Information or Work Product.

8.The term “Company’s Business” shall mean the regulated electric utility business conducted within the State of Louisiana and the State of Mississippi and the ownership and operation of merchant power facilities.

9.The term “Restricted Area” shall mean the State of Louisiana, Parishes of Acadia, Allen, Avoyelles, Beauregard, Calcasieu, Catahoula, DeSoto, Evangeline, Grant, Iberia, Jefferson Davis, Lafayette, Natchitoches, Rapides, Red River, Sabine, St. Landry, St. Martin, St. Mary, St. Tammany, Vernon, and Washington, and the State of Mississippi, Counties of Coahoma and Yazoo.

10.The term “Restricted Period” shall mean twenty-four months following Executive’s cessation of employment with the Company.

Tax Withholding

11.All payments under this Agreement will be made subject to applicable federal, state and local tax withholding.

Clawback

12.Executive will be required to repay or return to Company the full amount of any Retention Payments received by Executive if, within the Restricted Period: (1) Executive breaches any provision of the Restrictive Covenants as described in Section 7 of this Agreement, or (2) the Company determines, in its sole discretion, that Executive should have been terminated for Cause. The full amount of the Retention Payments shall also be subject to any additional clawback policies now in effect or adopted by the Board from time to time thereafter for executives generally.

 

No Employment or Altered Compensation Rights

13.This Agreement will not give Executive any right to continued employment with the Company nor affect Executive’s rights to her regular compensation, including short or long term incentive compensation, and benefits which will continue to be subject to the applicable plans in which executive participates. Further, Executive acknowledges and agrees that the amount of the Retention Payments shall not be taken into account in determining Executive’s retirement benefits under the Company’s plans in which Executive participates.

Creditors; Successors

14.None of the rights or benefits under this Agreement shall be subject to the claims of any of Executive’s creditors, and Executive shall not have the right to alienate, anticipate, pledge, encumber or assign any of the rights or benefits under this Agreement. Executive will in all respects be an unsecured creditor of the Company. This Agreement

will be binding on Executive’s heirs, executors and administrators, and on the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

Compliance With Law

15.This Agreement is intended to comply with the requirements of section 409A of the Internal Revenue Code or an exemption (specifically, the short term deferral exemption of section 409A), and shall in all respects be administered in accordance with section 409A. Distributions may only be made under the Agreement upon an event and in a manner permitted by section 409A or an exemption. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A. For purposes of section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, based on timing of the execution of the Release, payment shall be made in the later year.

Termination and Amendment

16.Subject to the provisions in Sections 7 and 12, this Agreement shall terminate immediately after the Retention Payments are paid or after the Company determines that no Retention Payments will be paid pursuant to Sections 3 and 5. This Agreement may be amended only by written agreement between the parties.

Governing Law

17.This Agreement shall be governed by and interpreted under the laws of Louisiana without giving effect to any conflict of laws provisions.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

2.    GENERAL PROVISIONS: