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                                                                     EXHIBIT 4.1

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                                 CLECO POWER LLC

   (Successor to Cleco Utility Group Inc., formerly Central Louisiana Electric
                                 Company, Inc.)

                                       TO

                              THE BANK OF NEW YORK

                      (Successor to Bankers Trust Company),

                                   as Trustee

                                 ______________



                          SIXTH SUPPLEMENTAL INDENTURE

                           DATED AS OF APRIL 28, 2003

                                 ______________



                           Supplementing the Indenture

                           dated as of October 1, 1988








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               SIXTH SUPPLEMENTAL INDENTURE, dated as of April 28, 2003, between
CLECO POWER LLC (successor to Cleco Utility Group Inc., formerly Central
Louisiana Electric Company, Inc.), a Louisiana limited liability company (the
"Company"), having its principal office at 2030 Donahue Ferry Road, Pineville,
Louisiana 71360-5226, and THE BANK OF NEW YORK (successor to Bankers Trust
Company), a banking corporation duly organized and existing under the laws of
the State of New York, as trustee (the "Trustee"), having its principal
Corporate Trust Office at 101 Barclay Street, Floor 8W, New York, New York 10286
(the "Sixth Supplemental Indenture").

                             RECITALS OF THE COMPANY

               Central Louisiana Electric Company, Inc., a Louisiana
corporation, executed and delivered its Indenture dated as of October 1, 1988 to
Bankers Trust Company, as trustee (the "Original Indenture" and, as previously
and hereby supplemented and amended, the "Indenture"), to provide for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness, in the manner and subject to the conditions set forth therein.

               Cleco Utility Group Inc. (formerly Central Louisiana Electric
Company, Inc.) ("Utility Group") executed and delivered to the Trustee a First
Supplemental Indenture dated as of December 1, 2000 (the "First Supplemental
Indenture") to the Original Indenture, as permitted by Section 901(8) of the
Original Indenture, in order to amend the Original Indenture in certain respects
to clarify that Utility Group could consolidate with, or sell, lease or convey
all or substantially all of its assets to, or merge with or into any limited
liability company.

               Pursuant to that certain Joint Agreement of Merger of Utility
Group with and into Cleco Power LLC effective December 31, 2000, Utility Group
merged with and into the Company, and the Company was vested with all rights,
privileges and franchises of Utility Group and became responsible for all
liabilities and obligations of Utility Group.

               The Company, as successor to Utility Group, executed and
delivered to the Trustee a Second Supplemental Indenture dated as of January 1,
2001 (the "Second Supplemental Indenture") to the Original Indenture as
supplemented and modified by the First Supplemental Indenture, in accordance
with Section 901(1) thereof, in order to evidence and confirm its succession to
Utility Group and its assumption of the covenants therein contained and the
Securities.

               The Company executed and delivered to the Trustee a Third
Supplemental Indenture dated as of April 26, 2001 to the Original Indenture, a
Fourth Supplemental Indenture dated as of February 1, 2002 to the Original
Indenture and a Fifth Supplemental Indenture dated as of May 1, 2002 to the
Original Indenture, in each case as supplemented and modified by the
supplemental indentures entered into prior thereto and providing for the
creation and issue of an additional series of securities as provided therein.

               The Company, in the exercise of the power and authority conferred
upon and reserved to it under the provisions of the Original Indenture,
including Section 901(6) thereof, and pursuant to appropriate resolutions of the
Board of Directors, has duly determined to make, execute and deliver to the
Trustee this Sixth Supplemental Indenture to the Indenture in

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accordance with Sections 201, 301 and 303 of the Original Indenture in order to
establish the form or terms of, and to provide for the creation and issue of, an
additional series of Securities under the Original Indenture in the aggregate
principal amount of $75,000,000.

               All things necessary to make this Sixth Supplemental Indenture a
valid agreement of the Company have been done.

               NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:

               For and in consideration of the premises and of the covenants
contained in the Indenture and in this Sixth Supplemental Indenture and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all the Holders of the Securities or of series thereof,
as follows:

                                  ARTICLE ONE

                             ADDITIONAL DEFINITIONS

         Section 1.01. Additional Definitions. Capitalized terms used herein
shall have the meanings specified herein or in the Indenture, as the case may
be. Unless otherwise indicated, section references herein shall be to the
sections of the Indenture.

               For all purposes of this Sixth Supplemental Indenture:

               "Business Day" means each Monday, Tuesday, Wednesday, Thursday
         and Friday which is not a day on which banking institutions in The City
         of New York are authorized or obligated by law to close.

               "Certificated Note" has the meaning set forth in Section 2.09(b)
         hereof.

               "Comparable Treasury Issue" has the meaning set forth in Section
         3.01 hereof.

               "Comparable Treasury Price" has the meaning set forth in Section
         3.01 hereof.

               "Corporate Trust Office of the Trustee" means the principal
         office of the Trustee located at The Bank of New York, 101 Barclay
         Street, Floor 8W, New York, New York, 10286; telecopier: (212)
         815-5707.

               "Covenant Defeasance" has the meaning set forth in Section 4.03
         hereof.

               "Defaulted Interest" has the meaning set forth in Section 2.04(c)
         hereof.

               "Defeasance" has the meaning set forth in Section 4.02 hereof.

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               "Depositary" means, with respect to Securities of any series
         issuable in whole or in part in the form of one or more Global
         Securities, a clearing agency registered under the Exchange Act that is
         designated to act as Depositary for such Securities.

               "Global Security" means a Security that evidences all or part of
         the Securities of any series and bears the legend set forth in the Form
         of Note as Exhibit A hereto.

               "Holder," as used in this Sixth Supplemental Indenture, means the
         Person in whose name a Note is registered in the Security Register.

               "Indenture" has the meaning set forth in the Recitals hereof.

               "Independent Investment Banker" has the meaning set forth in
         Section 3.01 hereof.

               "Interest Payment Dates" means May 1 and November 1 of each year,
         commencing on November 1, 2003.

               "Maturity Date" means, with respect to a Note, the date on which
         the principal of such Note becomes due and payable as therein or herein
         provided, whether at Stated Maturity or by declaration of acceleration,
         upon redemption by the Company as referred to in Article Three hereof
         or otherwise.

               "Notes" has the meaning set forth in Section 2.01 hereof.

               "Original Issue Date" means April 28, 2003.

               "Participant" means an institution that has one or more accounts
         with the Depositary or a nominee thereof.

               "Primary Treasury Dealer" has the meaning set forth in Section
         3.01 hereof.

               "Redemption Date" has the meaning set forth in Section 3.01
         hereof.

               "Redemption Price" has the meaning set forth in Section 3.01
         hereof.

               "Regular Record Date" means, with respect to each Interest
         Payment Date, the close of business on the fifteenth calendar day of
         the month immediately preceding the month in which such Interest
         Payment Date occurs.

               "Reference Treasury Dealer" has the meaning set forth in Section
         3.01 hereof.

               "Reference Treasury Dealer Quotations" has the meaning set forth
         in Section 3.01 hereof.

               "Sixth Supplemental Indenture" has the meaning set forth in the
         introductory paragraph hereof.

               "Specimen Note" has the meaning set forth in Section 2.08 hereof.

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               "Stated Maturity" has the meaning set forth in Section 2.03
         hereof.

               "Treasury Rate" has the meaning set forth in Section 3.01 hereof.

               "U.S. Government Obligation" has the meaning set forth in Section
         4.04(a) hereof.

                                  ARTICLE TWO

                  ESTABLISHMENT OF 5.375% NOTES DUE MAY 1, 2013

         Section 2.01. Title of the Securities. The title of the Securities
established by this Sixth Supplemental Indenture shall be "5.375% Notes due May
1, 2013" of the Company (the "Notes").

         Section 2.02. Limitation on Aggregate Principal Amount. The aggregate
principal amount of the Notes shall be limited to $75,000,000; provided,
however, that the authorized aggregate principal amount may in the future be
increased without the consent of the Holders pursuant to the provisions of the
Indenture.

         Section 2.03. Stated Maturity. The Notes shall mature and the principal
amount thereof shall be due and payable, together with all accrued and unpaid
interest thereon, on May 1, 2013 (the "Stated Maturity").

         Section 2.04. Interest and Interest Rates.

                (a)    Each Note shall bear interest at the rate of 5.375% per
         annum, from and including the immediately preceding Interest Payment
         Date to which interest has been paid or duly provided for (or from, and
         including, the Original Issue Date if no interest has been paid or duly
         provided for), to, but excluding, the Maturity Date. The initial date
         on which interest will be paid for the Notes will be November 1, 2003
         and the payment on such date will include all accrued interest from the
         Original Issue Date.

                (b)    The amount of interest payable for any period shall be
         computed on the basis of a 360-day year of twelve 30-day months. The
         amount of interest payable for any partial period shall be computed on
         the basis of a 360-day year of twelve 30-day months and the days
         elapsed in any partial month. In the event that any date on which
         interest is payable on a Note is not a Business Day, then payment of
         the interest payable on such date will be made on the next succeeding
         day which is a Business Day (and without any interest or other payment
         in respect of any such delay) with the same force and effect as if made
         on the date the payment was originally payable.

                (c)    The interest so payable, and punctually paid or duly
         provided for, on any Interest Payment Date shall be paid to the Persons
         in whose names the Notes are registered at the close of business on the
         applicable Regular Record Date, except that interest payable on the
         Maturity Date as provided herein shall be paid to the Holder to whom
         principal is payable in accordance with Section 2.05 hereof. Any such
         interest not so punctually paid or duly provided for ("Defaulted
         Interest") shall forthwith cease to be

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         payable to the Holder on such Regular Record Date and may be paid by
         the Company, at its election in each case (i) in accordance with the
         provisions of Section 307(1) of the Original Indenture to the Persons
         in whose name such Notes are registered at the close of business on a
         Special Record Date or (ii) be paid in any other lawful manner not
         inconsistent with the requirements of any securities exchange or
         automated quotation system, if any, on which the Notes may be listed or
         traded, and upon such notice as may be required by such exchange or
         quotation system, if, after notice is given by the Company to the
         Trustee of the proposed payment pursuant to this clause, such payment
         shall be deemed practicable by the Trustee, all as more fully provided
         in the Indenture.

         Section 2.05. Place and Manner of Payment of Principal and Interest.

                (a)    The Trustee shall initially serve as the Paying Agent for
         the Notes. Payment of the principal of and any interest on the Notes
         due on the Maturity Date shall be made in immediately available funds
         in such coin and currency of the United States of America as at the
         time of payment is legal tender for payment of public and private debt
         upon presentation and surrender of the applicable Note at the office or
         agency maintained by the Company for that purpose, initially the
         Corporate Trust Office of the Trustee, or at such other paying agency
         as the Company may determine; provided, however, that if the Maturity
         Date falls on or after an Interest Payment Date then the Holders
         presenting and surrendering Notes on such Maturity Date will only be
         entitled to interest accruing on or after such Interest Payment Date.

                (b)    Payment of interest due on any Interest Payment Date
         other than on the Maturity Date will be made at the Corporate Trust
         Office of the Trustee or, at the option of the Company, (i) by check
         mailed to the address of the Person entitled thereto as such address
         shall appear in the Security Register or (ii) by wire transfer of
         immediately available funds at such place and to such account at a
         banking institution in the United States as may be designated in wire
         transfer instructions received in writing by the Trustee at least
         fifteen (15) days prior to such Interest Payment Date. Any such wire
         transfer instructions received by the Trustee shall remain in effect
         until revoked by such Holder.

         Section 2.06. Place of Registration or Exchange; Notices and Demands
with Respect to Notes. The place where the Holders of the Notes may present the
Notes for registration of transfer or exchange and may make notices and demands
to or upon the Company in respect of the Notes shall be the Corporate Trust
Office of the Trustee.

         Section 2.07. Sinking Fund Obligations. The Notes will not be subject
to any sinking fund, but may be redeemable as and to the extent provided in
Article Three of this Sixth Supplemental Indenture.

         Section 2.08. Form of Securities. The Notes shall be issuable only in
fully registered form, without coupons. The Notes shall be issuable in whole or
in part in the form of one or more Global Securities registered in the name of
the Depositary or its nominee. Global Securities shall not be deemed to be
temporary Securities in global form for purposes of Section 304 of the Original
Indenture. A beneficial owner of an interest in a Global Security

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representing the Notes will not be considered the Holder thereof for any purpose
of the Indenture. Except as may otherwise be provided in an Officers'
Certificate or Company Order subsequently delivered to the Trustee, the Notes
will be issuable in denominations of $1,000 or any amount in excess thereof that
is an integral multiple of $1,000.

               The Notes shall be substantially in the form attached as Exhibit
A hereto (the "Specimen Note").

         Section 2.09. Global Securities.

                (a)    The Notes shall be issuable in whole or in part in the
         form of one or more Global Securities. The Global Securities shall be
         deposited with, or on behalf of, The Depository Trust Company, New
         York, New York, which shall act initially as Depositary with respect to
         the Notes, or any other duly appointed depositary (the "Depositary").
         The Notes shall be issued only as fully registered securities in the
         name of the Depositary's nominee, Cede & Co. In addition to any other
         legend permitted pursuant to the provisions of the Indenture, each
         Global Security shall bear legends in substantially the following form:

                       "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
         THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
         THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) OR
         OTHER DULY APPOINTED DEPOSITORY (THE "DEPOSITARY"). UNLESS AND UNTIL IT
         IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS
         NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
         COMPANY OR OTHER DULY APPOINTED DEPOSITARY TO A NOMINEE OF THE
         DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
         ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
         NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
         DEPOSITARY."

                       "Unless this certificate is presented by an authorized
         representative of The Depository Trust Company, a New York corporation,
         to the issuer hereof or its agent for registration of transfer,
         exchange, or payment, and any certificate issued is registered in the
         name of Cede & Co. or in such other name as is requested by an
         authorized representative of The Depository Trust Company (and any
         payment is made to Cede & Co. or to such other entity as is requested
         by an authorized representative of The Depository Trust Company), ANY
         TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
         Co., has an interest herein."

                (b)    Unless and until it is exchanged in whole or in part for
         one or more Notes in certificated form (each a "Certificated Note"), a
         Global Security representing all or a portion of the Notes may not be
         transferred except as a whole (i) by the Depositary to a nominee of
         such Depositary, (ii) by a nominee of such Depositary to such
         Depositary or another nominee of such Depositary or (iii) by such
         Depositary or any such nominee to a

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         successor Depositary or a nominee of such successor Depositary.
         Certificated Notes may be presented for registration of transfer or
         exchange at the office or agency provided for in the Indenture, as
         supplemented and amended.

                (c)   If at any time the Depositary notifies the Company that it
         is unwilling or unable to continue as Depositary or if at any time the
         Depositary shall no longer be a clearing agency registered under the
         Securities Exchange Act of 1934, as amended, or other applicable
         statute or regulation, the Company shall appoint a successor
         Depositary. If a successor Depositary is not appointed by the Company
         within sixty (60) days after the Company receives such notice or
         becomes aware of such condition, the Company shall execute, and the
         Trustee, upon receipt of a Company Order for the authentication and
         delivery of Certificated Notes, shall authenticate and deliver
         Certificated Notes in an aggregate principal amount equal to the
         principal amount of the Global Security or Notes held by the Depositary
         in exchange therefor.

                (d)   The Company may at any time and in its sole discretion
         determine that all or any portion, in authorized denominations, of the
         Notes issued in the form of one or more Global Securities shall no
         longer be represented by such Global Security or Notes. In such event,
         the Company shall execute, and the Trustee, upon receipt of a Company
         Order for the authentication and delivery of Certificated Notes, shall
         authenticate and deliver Certificated Notes in an aggregate principal
         amount equal to the principal amount of such Global Security or Notes
         in exchange therefor.

                (e)   Except as may be otherwise provided in an Officers'
         Certificate or Company Order subsequently delivered to the Trustee and
         except as specifically provided in Section 2.09(c) or 2.09(d) hereof,
         interests in the Notes represented by a Global Security will not be
         exchangeable for and will otherwise not be issuable in the form of
         Certificated Notes. Upon the occurrence in respect of any Global
         Security of any one or more of the conditions specified in Section
         2.09(c) or 2.09(d) hereof or as may otherwise be provided in an
         Officers' Certificate or Company Order subsequently delivered to the
         Trustee, such Global Security shall be cancelled by the Trustee and
         Certificated Notes issued in exchange for a Global Security shall be
         registered in such names and in such authorized denominations as the
         Depositary for such Global Security, pursuant to instructions from its
         direct or indirect Participants or otherwise, shall instruct the
         Trustee. Unless otherwise specified in such instructions, the Trustee
         shall deliver such Certificated Notes to the Persons in which names
         such Certificated Notes are so registered. If the Certificated Notes
         are so delivered, the Company may make such changes to the form of such
         Notes as are necessary or appropriate to allow for the issuance of such
         Certificated Notes. Notwithstanding any other provision of the
         Indenture, unless otherwise provided in an Officers' Certificate or
         Company Order subsequently delivered to the Trustee, any Note
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, any Global Security shall also be a Global
         Security and shall bear the legends specified in Section 2.09(a)
         hereof, except for any transfer of a Global Security pursuant to this
         Section 2.09.

         Section 2.10. Security Registrar. The Trustee shall initially serve as
the Security Registrar for the Notes.

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         Section 2.11. Transfer. No service charge will be made for the
registration of transfer or exchange of Notes; provided, however, that the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange. The
Company shall not be required (a) to issue, register the transfer of or exchange
any Notes during a period beginning at the opening of business fifteen (15) days
before the day of the mailing of a notice pursuant to Section 1104 of the
Original Indenture identifying the certificate numbers of the Notes to be called
for redemption, and ending at the close of business on the day of the mailing,
or (b) to register the transfer of or exchange any Notes theretofore selected
for redemption in whole or in part, except the unredeemed portion of any Note
redeemed in part.

                                 ARTICLE THREE

                        OPTIONAL REDEMPTION OF THE NOTES

         Section 3.01. Redemption Price. The Company shall have the right to
redeem the Notes as a whole or in part, at its option, at any time and from time
to time, at a price ("Redemption Price") equal to the greater of:

                (a)    100% of the principal amount of such Notes and

                (b)    the sum of the present values of the remaining scheduled
         payments of principal and interest on such Notes (exclusive of unpaid
         interest to the date of redemption ("Redemption Date")) discounted to
         the Redemption Date semiannually (assuming a 360-day year consisting of
         twelve 30-day months) at the Treasury Rate (as defined below), plus 20
         basis points,

plus, in either case (a) or (b), accrued and unpaid interest on such Notes to
(but excluding) the Redemption Date.

"Treasury Rate" means, with respect to any Redemption Date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue (as defined below), assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price (as defined below) for such Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker (as defined below) as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be used,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.

"Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company. If the Company fails
to appoint an such an independent investment banking institution at least thirty
(30) Business Days prior to a Redemption Date, or if the institution appointed
by the Company is unwilling or unable to select the Comparable Treasury Issue,
the selection shall be made by BNY Capital Markets, Inc. or, if

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it is unwilling or unable to make the selection, by an independent investment
banking institution of national standing appointed by the Trustee.

"Comparable Treasury Price" means, with respect to any Redemption Date, (i) the
average of the Reference Treasury Dealer Quotations (as defined below) for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer (as defined below) and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.

"Reference Treasury Dealer" means each of BNY Capital Markets, Inc., Banc One
Capital Markets, Inc., and their respective successors, and three other primary
U.S. Government securities dealers in New York City ("Primary Treasury Dealer")
appointed by the Company in connection with the redemption; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall replace that former dealer with another Primary Treasury Dealer.

         Section 3.02. Partial Redemption. If the Notes are redeemed in part
pursuant to this Article Three, the Notes shall be redeemed pro rata or by lot
or by any other method that the Trustee deems fair and appropriate. Such
partially redeemed Notes shall be surrendered at any office or agency of the
Company maintained for that purpose pursuant to Section 1002 of the Original
Indenture, initially the Corporate Trust Office of the Trustee, with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his or her attorney duly authorized in writing, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder, without charge, a new Registered Security of authorized denominations
for the principal amount for the unredeemed portion pursuant to Section 1107 of
the Original Indenture.

         Section 3.03. Notice of Optional Redemption. If the Company elects to
exercise its right to redeem all or some of the Notes pursuant to this Article
Three, the Company or, at the Company's request, the Trustee, shall mail a
written notice of such redemption to each Holder of any Note that is to be
redeemed not less than thirty (30) days nor more than sixty (60) days prior to
the Redemption Date.

         Section 3.04. No Limitation on Purchase of Notes by the Company.
Subject to the foregoing and to applicable law (including, without limitation,
United States federal securities laws), the Company and its affiliates may, at
any time and from time to time, purchase outstanding Notes by tender, in the
open market or by private agreement.

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                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 4.01. Election by Company. The Company may elect, at its option
at any time, to have Section 4.02 or 4.03 hereof applied to any or all of the
Notes, upon compliance with the conditions set forth below in this Article Four.
Any such election shall be evidenced by a Board Resolution or in another manner
contemplated by the Indenture, as supplemented hereby, with respect to such
Notes.

         Section 4.02. Defeasance. Upon the Company's exercise of its option to
have this Section 4.02 applied to any Notes, the Company shall be deemed to have
been discharged from its obligations with respect to such Notes as provided in
this Article Four on and after the date the conditions set forth in Section 4.04
hereof are satisfied (hereinafter called "Defeasance"). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Notes and to have satisfied all its
other obligations under such Notes and the Indenture, insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following, which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of such Notes to receive, solely from the trust fund described in
Section 4.04 hereof and as more fully set forth in such section, payments in
respect of the principal of and interest on such Notes when payments are due,
(b) the Company's obligations with respect to such Notes under Sections 304,
305, 306, 1002 and 1003 of the Original Indenture, (c) the rights, powers,
trusts, duties and immunities of the Trustee under the Indenture and (d) this
Article Four. Subject to compliance with this Article Four, the Company may
exercise its option to have this Section 4.02 applied to any Notes
notwithstanding the prior exercise of its option to have Section 4.03 hereof
applied to such Notes.

         Section 4.03. Covenant Defeasance. Upon the Company's exercise of its
option to have this Section 4.03 applied to any Notes, (a) the Company shall be
released from its obligations under Article Eight of the Original Indenture,
Sections 1007 and 1009 of the Original Indenture and any covenants for the
benefit of the Holders of such Notes provided pursuant to Sections 301(17),
Section 901(2) and 901(6) of the Original Indenture and (b) the occurrence of
any event specified in Sections 501(4) (with respect to Article Eight of the
Original Indenture, Sections 1007, 1009 and/or to any such covenants provided
pursuant to Sections 301(17), 901(2) or 901(6)), and 501(8) of the Original
Indenture shall be deemed not to be or result in an Event of Default, in each
case with respect to such Notes as provided in this Section 4.03 on and after
the date the conditions set forth in Section 4.04 hereof are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Notes, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified section (to the extent so specified
in the case of Section 501(4) of the Original Indenture), whether directly or
indirectly by reason of any reference elsewhere in the Indenture or herein to
any such section or by reason of any reference in any such section to any other
provision in the Indenture, herein or in any other document, but the remainder
of the Indenture, as supplemented hereby, and such Notes shall be unaffected
thereby.

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         Section 4.04. Conditions for Defeasance or Covenant Defeasance of
Notes. The following shall be the conditions to the application of Section 4.02
or Section 4.03 hereof to any Notes:

                (a)    The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee that satisfies the
         requirements contemplated by Section 609 of the Original Indenture and
         agrees to comply with the provisions of this Article Four applicable to
         it) as trust funds in trust for the purpose of making the following
         payments, specifically pledged as security for, and dedicated solely
         to, the benefits of the Holders of such Notes, (1) money in an amount,
         or (2) U.S. Government Obligations (as defined below) which through the
         scheduled payment of principal and interest in respect thereof in
         accordance with their terms will provide, not later than 10:00 a.m.,
         New York City time, on the due date of any payment, money in an amount,
         or (3) a combination thereof, in each case sufficient, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge, and which shall be applied by the Trustee (or any
         such other qualifying trustee) to pay and discharge, the principal of
         and interest on such Notes on the Stated Maturity, in accordance with
         the terms of the Indenture, and such Notes. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depository receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act of 1933, as amended)
         as custodian with respect to any U.S. Government Obligation which is
         specified in Clause (x) above and held by such bank for the account of
         the Holder of such depository receipt, or with respect to any specific
         payment of principal of or interest on any U.S. Government Obligation
         which is so specified and held, provided that (except as required by
         law) such custodian is not authorized to make any deduction from the
         amount payable to the Holder of such depository receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depository receipt.

                (b)    In the event of an election to have Section 4.02 hereof
         apply to any Notes, the Company shall have delivered to the Trustee an
         Opinion of Counsel stating that (1) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (2) since the date of this Sixth Supplemental Indenture, there has been
         a change in the applicable federal income tax law, in either case (1)
         or (2) to the effect that, and based thereon such opinion shall confirm
         that, the Holders of such Notes will not recognize gain or loss for
         federal income tax purposes as a result of the deposit, Defeasance and
         discharge to be effected with respect to such Notes and will be subject
         to federal income tax on the same amount, in the same manner and at the
         same times as would be the case if such deposit, Defeasance and
         discharge were not to occur.

                                       11

<PAGE>

                (c)    In the event of an election to have Section 4.03 hereof
         apply to any Notes, the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that the Holders of such Notes will
         not recognize gain or loss for federal income tax purposes as a result
         of the deposit and Covenant Defeasance to be effected with respect to
         such Notes and will be subject to federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such deposit and Covenant Defeasance were not to occur.

                (d)    The Company shall have delivered to the Trustee an
         Officers' Certificate to the effect that such Notes, if then listed on
         any securities exchange, will be delisted as a result of such deposit.

                (e)    No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Notes shall
         have occurred and be continuing at the time of such deposit or, with
         regard to any such event specified in Sections 501(6) and (7) of the
         Original Indenture, at any time on or prior to the sixtieth (60th) day
         after the date of such deposit (it being understood that this condition
         shall not be deemed satisfied until after such sixtieth (60th) day).

                (f)    Such Defeasance or Covenant Defeasance shall not cause
         the Trustee to have a conflicting interest within the meaning of the
         Trust Indenture Act (assuming all Notes are in default within the
         meaning of such Act).

                (g)    Such Defeasance or Covenant Defeasance shall not result
         in a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Company is a party or by which it
         is bound.

                (h)    Such Defeasance or Covenant Defeasance shall not result
         in the trust arising from such deposit constituting an investment
         company within the meaning of the Investment Company Act unless such
         trust shall be registered under such Act or exempt from registration
         thereunder.

                (i)    The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

         Section 4.05. Acknowledgement of Defeasance. Subject to Section 4.07
below and after the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent referred to in Section 4.04 hereof, as the case may be, relating to
the defeasance or satisfaction and discharge of the Indenture, have been
complied with, the Trustee upon request of the Company shall acknowledge in
writing the defeasance or the satisfaction and discharge, as the case may be, of
the Indenture, and the discharge of the Company's obligations under the
Indenture.

         Section 4.06. Trustee Obligations. Subject to the provisions of the
last paragraph of Section 1003 of the Original Indenture, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 4.07 hereof, the Trustee and any such other trustee are referred to

                                       12

<PAGE>

collectively as the "Trustee") pursuant to Section 4.04 hereof in respect of any
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and the Indenture, to the payment, either directly or
through any such Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Notes, of all sums
due and to become due thereon in respect of principal and interest, but money so
held in trust need not be segregated from other funds except to the extent
required by law.

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 4.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Notes.

               Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 4.04 hereof with respect to any Notes which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Notes.

         Section 4.07. Reinstatement of Note Obligations. If the Trustee or the
Paying Agent is unable to apply any money in accordance with this Article Four
with respect to any Notes by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under the Indenture, and such Notes from which
the Company has been discharged or released pursuant to Section 4.02 or 4.03
hereof shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Four with respect to such Notes, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 4.06 hereof with respect to such Notes in accordance with this
Article Four; provided, however, that if the Company makes any payment of
principal of or interest on any such Note following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Notes to receive such payment from the money so held in trust.

                                  ARTICLE FIVE

                                  MISCELLANEOUS

         Section 5.01. One Instrument. As supplemented by this Sixth
Supplemental Indenture, the Indenture shall be read, taken and construed as one
and the same instrument.

         Section 5.02. No Additional Duties. Except as expressly set forth in
this Sixth Supplemental Indenture, the Trustee assumes no duties,
responsibilities or liabilities by reason of this Sixth Supplemental Indenture,
other than as set forth in the Indenture, as fully as if said terms and
conditions were herein set forth at length.

                                       13

<PAGE>

         Section 5.03. Counterparts. This Sixth Supplemental Indenture may be
executed in any number of counterparts, each of which, when so executed and
delivered, shall be an original; but such counterparts shall together constitute
one and the same instrument.

         Section 5.04. Governing Law. This Sixth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such state.

                                       14

<PAGE>

               IN WITNESS WHEREOF, the Company has caused this Sixth
Supplemental Indenture to be executed in its limited liability company name and
its limited liability company seal to be hereunto affixed and attested by its
duly authorized officers, all as of the date first above written.

                                             CLECO POWER LLC

[SEAL]

                                             By:________________________________
                                                Kathleen Nolen
                                                Treasurer
ATTEST:


_________________________________
Michael P. Prudhomme
Secretary

Signed, sealed, acknowledged and
delivered by CLECO POWER LLC, in
the presence of:


_________________________________
Name:


_________________________________
Name:

                      [Signatures continued on next page.]

<PAGE>

                  IN WITNESS WHEREOF, the Trustee has caused this Sixth
Supplemental Indenture to be executed in its corporate name and attested by its
duly authorized officers, all as of the date first above written.

                                             THE BANK OF NEW YORK, as Trustee



                                             By:________________________________
                                                Name:
                                                Title:

ATTEST:


_________________________________
Name:
Title:

Signed, acknowledged and delivered
by THE BANK OF NEW YORK in the
presence of:


_________________________________
Name:


_________________________________
Name:

<PAGE>

STATE OF LOUISIANA

PARISH OF ____________________

                  BE IT KNOWN, that on this ___ day of April, 2003, before me,
the undersigned authority, duly commissioned, qualified and sworn within and for
the State and Parish aforesaid, personally came and appeared:

                        1.    Kathleen Nolen

                        2.    Michael P. Prudhomme

to me known to be the identical persons who executed the above and foregoing
instrument, who declared and acknowledged to me, Notary, in the presence of the
undersigned competent witnesses, that they are respectively (1) the Treasurer
and (2) the Secretary of Cleco Power LLC (the "Company"); that the seal
impressed beside their respective signatures on the foregoing Sixth Supplemental
Indenture is the official seal of the Company; that the aforesaid instrument was
signed and sealed by them, on behalf of the Company by authority of a resolution
duly adopted by the Board of Managers of the Company on January 26, 2001; and
that the above named persons acknowledge said instrument to be the free act and
deed of the Company.

                                          1.   _________________________________
                                               Kathleen Nolen
                                               Treasurer

                                          2.   _________________________________
                                               Michael P. Prudhomme
                                               Secretary

WITNESSES:

_________________________________


_________________________________


                       _________________________________
                                  Notary Public

<PAGE>

STATE OF NEW YORK

COUNTY OF _____________

                  BE IT KNOWN, that on this ___ day of April, 2003, before me,
the undersigned authority, duly commissioned, qualified and sworn within and for
the State and County aforesaid, personally came and appeared:

                        1. _________________________

                        2. _________________________

to me known to be the identical persons who executed the above and foregoing
instrument, who declared and acknowledged to me, Notary, in the presence of the
undersigned competent witnesses, that they are respectively (1) the
____________________ and (2) the ____________________ of The Bank of New York
(the "Trustee"); that the aforesaid instrument was signed by them on behalf of
the Trustee by authority of its By-laws; and that the above named persons
acknowledge said instrument to be the free act and deed of the Trustee.

                                          1.   _________________________________
                                               Name:
                                               Title:

                                          2.   _________________________________
                                               Name:
                                               Title:

WITNESSES:

_________________________________


_________________________________


                       _________________________________
                                 Notary Public

<PAGE>

                                    EXHIBIT A

                               FORM OF 5.375% NOTE

<PAGE>

                             [FORM OF FACE OF NOTE]

[If Global Security, insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) OR OTHER
DULY APPOINTED DEPOSITORY (THE "DEPOSITARY"). UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY OR OTHER DULY
APPOINTED DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation, to the issuer hereof or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of The Depository Trust Company (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of The Depository Trust Company), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]

NO. ___                                                     CUSIP NO. 185508 AC2

                                 CLECO POWER LLC
                                   5.375% NOTE
                                 DUE MAY 1, 2013

Principal Amount:          $75,000,000

Regular Record Date:       Fifteenth calendar day of the month immediately
                           preceding the month in which the Interest Payment
                           Date occurs

Original Issue Date:       April 28, 2003

Stated Maturity:           May 1, 2013

Interest Payment Dates:    May 1 and November 1, commencing November 1, 2003

Interest Rate:             5.375% per annum

Authorized Denomination:   $1,000 and integral multiples in excess thereof





<PAGE>

               CLECO POWER LLC, a Louisiana limited liability company (the
"Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to ______________________________, or registered assigns, the principal sum of
___________ ($       ) on the Stated Maturity shown above (or upon any earlier
date of redemption or acceleration of maturity) (each such date being
hereinafter referred to as the "Maturity Date") and to pay interest thereon,
from and including the immediately preceding Interest Payment Date to which
interest has been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided for), to, but
excluding, the Maturity Date, semiannually in arrears on each Interest Payment
Date as specified above, commencing on November 1, 2003 at the rate per annum
shown above until the principal hereof is paid or made available for payment and
on any overdue principal and on any overdue installment of interest. Capitalized
terms used herein shall have the meanings specified in the Indenture or the
Sixth Supplemental Indenture (each as defined on the reverse hereof), as the
case may be.

               The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name this
5.375% Note due May 1, 2013 (this "Note," and collectively, the "Notes") is
registered at the close of business on the applicable Regular Record Date,
except that interest payable on the Maturity Date as provided herein shall be
paid to the Holder to whom principal is payable in accordance with Section 2.05
of the Sixth Supplemental Indenture. Any such interest not so punctually paid or
duly provided for ("Defaulted Interest") shall forthwith cease to be payable to
the Holder hereof on such Regular Record Date and may be paid by the Company, at
its election in each case (i) in accordance with the provisions of Section 307
(1) of the Indenture to the Person in whose name this Note is registered at the
close of business on a Special Record Date or (ii) be paid in any other lawful
manner not inconsistent with the requirements of any securities exchange or
automated quotation system, if any, on which the Notes may be listed or traded,
and upon such notice as may be required by such exchange or quotation system,
if, after notice is given by the Company to the Trustee of the proposed payment
pursuant to clause 2.04(c)(ii) of the Sixth Supplemental Indenture, such payment
shall be deemed practicable by the Trustee, all as more fully provided in the
Indenture.

               Interest payments on this Note will include interest accrued to,
but excluding, the respective Interest Payment Dates or the Maturity Date.
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months. The amount of interest payable for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the days elapsed in any partial month. In the event that any date on
which interest is payable on this Note is not a Business Day (as defined below),
then payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) with the same force and effect as if made
on the date the payment was originally payable. A `Business Day,' means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in The City of New York are authorized or obligated by law
to close.

               The Trustee shall initially serve as the Paying Agent for the
Notes. Payment of the principal of and any interest on this Note due on the
Maturity Date shall be made in immediately available funds in such coin and
currency of the United States of America as at the

<PAGE>

time of payment is legal tender for payment of public and private debt upon
presentation and surrender of this Note at the office or agency maintained by
the Company for that purpose, initially the Corporate Trust Office of the
Trustee, or at such other paying agency as the Company may determine; provided,
however, that if the Maturity Date falls on or after an Interest Payment Date
then the Holder presenting and surrendering this Note on such Maturity Date will
only be entitled to interest accruing on or after such Interest Payment Date.

               Payment of interest due on any Interest Payment Date other than
on the Maturity Date will be made at the Corporate Trust Office of the Trustee
or, at the option of the Company, (i) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer of immediately available funds at such place and to such
account at a banking institution in the United States as may be designated in
wire transfer instructions received in writing by the Trustee at least fifteen
(15) days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which provisions shall for all purposes have
the same force and effect as if set forth on the face hereof.

               Unless the Certificate of Authentication hereon has been executed
by the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated: __________ ___, 2___

                                               CLECO POWER LLC



                                               By: _____________________________
                                                   Name:
                                                   Title:


(Seal of CLECO POWER LLC appears here)



Attest:

_________________________________
Name:
Title:

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated: __________ ___, 2___

                                               THE BANK OF NEW YORK, as Trustee


                                               By: _____________________________
                                                   Authorized Signatory

                                       23

<PAGE>

                            [FORM OF REVERSE OF NOTE]

               This Note is one of a duly authorized issue of Notes of the
Company, issued and issuable in one or more series under the Indenture, dated as
of October 1, 1988 (as previously and hereby supplemented and amended, the
"Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures incidental thereto reference is hereby made
for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
issued thereunder and of the terms upon which said Notes are, and are to be,
authenticated and delivered. This Note is designated on the face hereof as
5.375% Notes due May 1, 2013 (the "Notes") in the aggregate principal amount of
$75,000,000; provided, however, that the authorized aggregate principal amount
may in the future be increased without the consent of the Holders of the Notes
pursuant to the provisions of the Indenture.

               The Company shall have the right, subject to the terms and
conditions of the Sixth Supplemental Indenture, dated as of April 28, 2003,
between the Company and the Trustee (the "Sixth Supplemental Indenture"), to
redeem this Note, as a whole or in part, at its option, at any time and from
time to time, at a Redemption Price equal to the greater of:

               (a)   100% of the principal amount of this Note and

               (b)   the sum of the present values of the remaining scheduled
         payments of principal and interest on this Note (exclusive of unpaid
         interest to the Redemption Date) discounted to the Redemption Date
         semiannually (assuming a 360-day year consisting of twelve 30-day
         months) at the Treasury Rate, plus 20 basis points,

plus, in either case (a) or (b), accrued and unpaid interest on this Note to
(but excluding) the Redemption Date, all as more fully provided in the Sixth
Supplemental Indenture.

               If the Company elects to exercise its right to redeem all or part
of this Note, the Company or, at the Company's request, the Trustee, will mail a
written notice of such redemption to the Holder hereof not less than thirty (30)
days nor more than sixty (60) days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new Note or Notes for the unredeemed
portion will be issued in the name of the Holder hereof upon the surrender
hereof pursuant to the terms of Section 3.02 of the Sixth Supplemental
Indenture. The Notes will not have a sinking fund.

               No reference herein to the Indenture and no provision of this
Note shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.

               If an Event of Default shall occur and be continuing under the
Indenture, the principal of the Notes may be declared due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.

                                       24

<PAGE>

               The Indenture contains provisions for defeasance of (i) the
entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions
set forth therein.

               The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes at any
time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Outstanding Notes affected thereby. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Outstanding Notes, on behalf of the Holders of all such
Notes, to waive compliance by the Company with certain provisions of the
Indenture. Furthermore, provisions in the Indenture permit the Holders of a
majority in principal amount of the Outstanding Notes, in certain instances, to
waive, on behalf of all of the Holders of Notes, certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and other Notes issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

               Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary,
except as required by law.

               The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.

               As provided in the Sixth Supplemental Indenture and subject to
certain limitations therein and herein set forth, the transfer of this Note is
registrable in the Security Register upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained for
that purpose. Every Note presented for registration of transfer shall (if so
required by the Company or the Security Registrar) be duly endorsed, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder hereof or by his
or her attorney duly authorized in writing, and thereupon one or more new Notes
having the same terms and provisions, of Authorized Denominations and for the
same aggregate principal amount, will be issued by the Company to the designated
transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange of this Note, provided, however, that the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange.

               The Company shall not be required (i) to issue, register the
transfer of or exchange any Notes during a period beginning at the opening of
business fifteen (15) days before the day of the mailing of the notice of
redemption pursuant to the Indenture identifying the certificate numbers of the
Notes to be called for redemption, and ending at the close of business on the
day of the mailing, or (ii) to register the transfer of or exchange any Notes
theretofore

                                       25

<PAGE>

selected for redemption in whole or in part, except the unredeemed portion of
any Note redeemed in part.

               As provided in the Sixth Supplemental Indenture and subject to
certain limitations therein and herein set forth, this Note is exchangeable for
a like aggregate principal amount of Notes of different authorized denominations
but otherwise having the same terms and provisions, as requested by the Holder
hereof surrendering the same.

               Notwithstanding anything to the contrary, if (x) the Depositary
notifies the Company that it is at any time unwilling or unable to continue as
Depositary or if at any time the Depositary shall no longer be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and a successor Depositary is not appointed by
the Company within sixty (60) days after the Company receives such notice or
becomes aware of such condition, or (y) the Company executes and delivers to the
Trustee a Company Order to the effect that this Note shall be exchangeable for
certificates issued in definitive form ("Certificated Notes"), this Note shall
be exchangeable for Certificated Notes of like tenor and of an equal aggregate
principal amount, in authorized denominations of $1,000 and integral multiples
thereof. Such Certificated Notes shall be registered in such name or names as
the Depositary, pursuant to instructions from its direct or indirect
Participants or otherwise, shall instruct the Trustee. Unless otherwise
specified in such instructions, the Trustee shall deliver such Certificated
Notes to the Persons in which names such Certificated Notes are so registered.
If Certificated Notes are so delivered, the Company may make such changes to the
form of this Note as are necessary or appropriate to allow for the issuance of
such Certificated Notes.

               THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
OF LAW PRINCIPLES.

                                       26

<PAGE>

[If not Global Security, insert --


                                  ABBREVIATIONS

               The following abbreviations, when used in the inscription on the
face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM             -      as tenants in common
TEN ENT             -      as tenants by the entireties
JT TEN              -      as joint tenants with right of survivorship and not
                           as tenants in common
UNIF GIFT MIN ACT   -      ______ Custodian ________
                           (Cust)            (Minor)
                           Under Uniform Gifts to Minors Act
                           _________________________________
                                         (State)

     Additional abbreviations may also be used though not in the above list.

                                       27

<PAGE>

                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________    ________________

________________    ________________

________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

________________________________________________________________________________
This Note and all rights thereunder hereby irrevocably constituting and
appointing

________________________________________________________________________________
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:



           ________________             ________________________________________

           ________________             ________________________________________

                                        Notice: The signature(s) on this
                                        Assignment must correspond with the
                                        name(s) as written upon the face of this
                                        Note in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.]

                                       28