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                                                                EXHIBIT 4(a)(5)

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                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.


                                       TO


                  THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
                                                            as Trustee


                           ---------------------------



                          Fourth Supplemental Indenture

                          DATED AS OF NOVEMBER 1, 1954


                           ---------------------------



                 Issue of First Mortgage Bonds, Series F, 3 1/4%
                              Due November 1, 1984


                           ---------------------------



                      Supplemental to Indenture of Mortgage
                            Dated as of July 1, 1950




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                 Sorg Printing Company of Texas, Houston, Texas




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         FOURTH SUPPLEMENTAL INDENTURE, dated as of November 1, 1954, between
CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a corporation duly organized and
existing under and by virtue of the laws of the State of Louisiana (hereinafter
sometimes called the "Company"), party of the first part, and THE NATIONAL BANK
OF COMMERCE IN NEW ORLEANS, a national banking association duly organized and
existing under and by virtue of the laws of the United States of America, as
Trustee under the Indenture of Mortgage hereinafter mentioned (hereinafter
sometimes called the "Trustee"), party of the second part.

         WHEREAS, the Company heretofore executed and delivered its Indenture of
Mortgage (hereinafter called "Original Indenture"), dated as of July 1, 1950, to
the Trustee, to secure the Company's First Mortgage Bonds, limited to
$100,000,000 aggregate principal amount at any one time outstanding and issuable
in series, from time to time, in the manner and subject to the conditions set
forth in the Original Indenture, and by said Original Indenture granted and
conveyed unto the Trustee, upon the trusts, uses and purposes specifically
therein set forth, certain real estate, franchises and other property therein
described, including property acquired after the date thereof except as therein
otherwise provided; and

         WHEREAS, the Original Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of bonds and of the
coupons to be attached to the coupon bonds to be substantially in the forms set
forth therein with such omissions, variations, and insertions as are authorized
or permitted by the Original Indenture and determined and specified by the Board
of Directors of the Company; and

         WHEREAS, the Company has heretofore issued under the Original Indenture
$5,500,000 principal amount of its First Mortgage Bonds, Series A, 3%, of which
$5,280,000 principal amount remains outstanding as of the date hereof ; and

         WHEREAS, the Company heretofore executed and delivered its First
Supplemental Indenture (hereinafter called the "First Supplemental Indenture")
dated as of October 1, 1951, to the Trustee to supplement



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                                        2

the Original Indenture and to modify and amend certain of its provisions; and

         WHEREAS, the Company has heretofore issued under the Original
Indenture, as supplemented and amended by the First Supplemental Indenture,
$4,844,000 principal amount of its First Mortgage Bonds, Series B, 3 3/4%, and
$960,000 principal amount of its First Mortgage Bonds, Series C, 3 3/4%, of
which bonds of Series B $4,699,000 principal amount, and of which bonds of
Series C $932,000 principal amount, remain outstanding as of the date hereof;
and

         WHEREAS, the Company heretofore executed and delivered its Second
Supplemental Indenture (hereinafter called the "Second Supplemental Indenture")
dated as of June 1, 1952, to the Trustee to supplement the Original Indenture
and to modify and amend certain of its provisions; and

         WHEREAS, the Company has heretofore issued under the Original
Indenture, as supplemented and amended by the First Supplemental Indenture and
the Second Supplemental Indenture, $4,000,000 principal amount of its First
Mortgage Bonds, Series D, 3 3/4%, of which $3,920,000 principal amount remains
outstanding as of the date hereof; and

         WHEREAS , the Company heretofore executed and delivered its Third
Supplemental Indenture (hereinafter called the "Third Supplemental Indenture")
dated as of January 1, 1954, to the Trustee to supplement the Original Indenture
and to modify and amend certain of its provisions; and

         WHEREAS, the Company has heretofore issued under the Original
Indenture, as supplemented and amended by the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, $3,000,000
principal amount of its First Mortgage Bonds, Series E, 4 1/4%, all of which
remain outstanding as of the date of this Fourth Supplemental Indenture
(hereinafter called "Fourth Supplemental Indenture"), the Original Indenture as
amended or supplemented by all indentures supplemental thereto, including the
First Supplemental Indenture, the Second Supplemental Indenture, the


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                                        3

Third Supplemental Indenture, and this Fourth Supplemental Indenture, being
hereinafter referred to as the "Indenture"; and

         WHEREAS, the Company by appropriate resolutions adopted by its Board of
Directors pursuant to the terms of the Indenture, has duly determined (a) to
create a sixth series of bonds under the Indenture, to be designated as "First
Mortgage Bonds, Series F, 3 1/4%" (herein sometimes called "bonds of Series F"),
(b) that such bonds shall be coupon bonds registerable as to principal and
registered bonds without coupons, (c) that such coupon bonds shall be
exchangeable for registered bonds without coupons, and (d) that the coupon bonds
of Series F, the coupons appertaining thereto and the registered bonds without
coupons of said series, are to be substantially in the following forms,
respectively:

                        [FORM OF COUPON BOND OF SERIES F]

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                      First Mortgage Bond, Series F, 3 1/4%

                              Due November 1, 1984
No.                                                                      $1000

         CENTRAL LOUISIANA ELECTRIC COMPANY, Inc., a corporation organized and
existing under the laws of the State of Louisiana (hereinafter called the
"Company", which term shall include any successor corporation as defined in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to bearer, or, if this bond be registered as to principal, to the registered
holder hereof, on November l 1984, at the office or agency of the Company in the
City of New Orleans, Louisiana, One Thousand Dollars ($1000) in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for public and private debts, and to pay interest thereon
semi-annually on May 1 and November 1 of each year at the rate of three and
one-quarter per centum (3 1/4%) per annum at such office or agency in like coin
or currency, from November 1, 1954, until this bond shall mature, according to
its terms or on prior redemption or by declaration or otherwise, and at the rate
of six per centum (6%) per annum on any overdue principal and premium (if any)
and (to the extent permitted by law) on any overdue installment of interest,
but, until the maturity hereof, only upon presentation and surrender of the
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coupons for such interest installments as are evidenced thereby, hereto
appertaining, as they shall Severally mature

         This bond is one of an authorized issue of bonds of the Company known
as its First Mortgage Bonds, limited to One Hundred Million Dollars
($100,000,000) at any one time outstanding, issued and to be issued, in one or
more series, and equally and ratably secured (except insofar as a sinking fund
or other similar fund established in accordance With the provisions of the
Indenture may afford additional security for the bonds of any specific series)
by an indenture (hereinafter called the "Original Indenture") dated as of July
1, 1950, executed by the Company to THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS
as Trustee (hereinafter called the "Trustee"), as supplemented and amended by a
First Supplemental Indenture dated as of October 1, 1951, a Second Supplemental
Indenture dated as of June 1, 1952, a Third Supplemental Indenture dated as of
January 1, 1954, and a Fourth Supplemental Indenture dated as of November 1,
1954, executed by the Company to the Trustee, to Which Original Indenture, First
Supplemental Indenture, Second Supplemental Indenture, Third Supplemental
Indenture, Fourth Supplemental Indenture and all other indentures supplemental
thereto (said Original Indenture as so supplemented and amended being - herein
called the "Indenture") reference is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Company in respect of such
security, the rights, duties and immunities of the Trustee, and the terms and
conditions upon which the bonds are, and are to be, secured. As provided in the
Indenture, the bonds may be issued in series for various principal sums, may
bear different dates and mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided or
permitted. This bond is one of the bonds described in the Indenture and
designated therein as "First Mortgage Bonds, Series F, 3 1/4%" (hereinafter
referred to as the "bonds of Series F").

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 75% in aggregate
principal amount of all the bonds at the time outstanding, determined and
evidenced as in the Indenture provided, or in case the rights under the
Indenture of the holders of bonds of one or more, but less than all, of the
series of bonds outstanding shall be affected,



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                                        5

then with the consent of the holders of not less than 75% in aggregate principal
amount of the bonds at the time outstanding of the one or more series affected,
determined and evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or modifying in any manner the rights of the
holders of the bonds and coupons; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate
or extend the time of payment of interest thereon, or modify the terms of
payment of principal at maturity or by redemption, or otherwise modify the terms
of payment of any bond, without the consent of the holder of each bond so
affected, or (ii) reduce the percentage of bonds, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all bonds then outstanding, or (iii) permit the creation of any
lien ranking prior to or equal with the lien of the Indenture on any of the
mortgaged and pledged property without the consent of the holders of all bonds
then outstanding, or (iv) deprive the holder of any outstanding bond of the lien
of the Indenture on any of the mortgaged and pledged property without the
consent of the holder of each bond so affected. Any such consent by the holder
of this bond (unless effectively revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders of this
bond, irrespective of whether or not any notation of such consent is made upon
this bond. No reference herein to the Indenture and no provision of this bond or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay at the stated or accelerated maturity herein
and in the Indenture provided, the principal of and interest and premium, if
any, on this bond at the time and place and at the rate and in the coin or
currency herein prescribed.

         The coupon bonds of Series F are issuable in the denomination of
$1,000. The registered bonds without coupons of Series F are issuable in
denominations of $1,000 and any multiple of $1,000. At the office or agency to
be maintained by the Company in said City of New Orleans and in the manner,
subject to the limitations, and upon payment of the charges provided in the
Indenture, coupon bonds of such series, with all unmatured coupons and any
matured coupons in default thereto appertaining, may be exchanged for a like
aggre-



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                                        6

gate principal amount of registered bonds without coupons of such series, and
registered bonds without coupons of such series may be exchanged for a like
aggregate principal amount of coupon bonds of such series bearing all unmatured
coupons and any matured coupons in default or for a like aggregate principal
amount of registered bonds without coupons of such series of other authorized
denominations.

         The bonds of Series F are entitled to the benefit of the Sinking Fund
provided for in Article H of the Fourth Supplemental Indenture.

         The bonds of Series F may be redeemed, either at the option of the
Company or pursuant to certain requirements of the Indenture, on any date prior
to maturity, as a whole or from time to time in part, upon publication at least
once in each of four successive calendar weeks, upon any business day of each
such calendar week, of notice of such redemption in a newspaper printed in the
English language and customarily published on each business day and of general
circulation in the. Borough of Manhattan, The City of New York, New York, and
like publication in a similar newspaper of said City of New Orleans, the first
publication in each case to be not less than thirty (30) days and not more than
sixty (60) days before such redemption date (provided, however, that if all the
bonds of Series F at the time outstanding shall be registered bonds without
coupons or coupon bonds registered as to principal, such publication need not be
made, but, in lieu thereof, such notice may be given by mailing the same to each
registered holder of a bond so to be redeemed directed to his registered address
not less than thirty (30) days and not more than sixty (60) days before the
redemption date); all as provided in the Indenture.

         If redeemed by the application of moneys in the Sinking Fund for bonds
of Series F, provided for in Article II of the Fourth Supplemental Indenture, or
moneys in the depreciation fund provided for in Section 5.07 of the Indenture or
by the application of moneys received by the Trustee in connection with any
release of property upon any acquisition thereof by any municipal corporation or
other governmental subdivision or governmental body or public authority, the
bonds of Series F are redeemable in such coin or currency of the United States
of America as at the time of payment shall be legal tender for public and
private debts, at the principal amount thereof together with accrued interest to
the date fixed for redemption, without premium, and if redeemed otherwise than
by the application of such





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                                        7

moneys, the bonds of Series F are redeemable in like coin or currency, at the
redemption price at the time applicable, as set forth in the following schedule,
together with, in each case, interest accrued to the date fixed for redemption:

<TABLE>
<CAPTION>

If Redeemed During Twelve                                 Redemption Price
 Months' Period Ending                                     (Percentage of
     October 31,                                          Principal Amount)
--------------------------                                -----------------
         <S>                                                 <C>
         1955 ..........................................     103.00
         1956 ..........................................     102.90
         1957 ..........................................     102.80
         1958 ..........................................     102.70
         1939 ..........................................     102.60
         1960 ..........................................     102.50
         1961 ..........................................     102.40
         1962...........................................     102.30
         1963...........................................     102.20
         1964...........................................     102.10
         1965 ..........................................     102.00
         1966 ..........................................     101.90
         1967 ..........................................     101.80
         1968 ..........................................     101.70
         1969 ..........................................     101.60
         1970 ..........................................     101.50
         1971 ..........................................     101.40
         1972 ..........................................     101.30
         1973 ..........................................     101.20
         1974 ..........................................     101.10
         1975 ..........................................     101.00
         1976 ..........................................     100.90
         1977 ..........................................     100.80
         1978 ..........................................     100.70
         1979 ..........................................     100.60
         1980 ..........................................     100.50
         1981 ..........................................     100.40
         1982 ..........................................     100.30
         1983 ..........................................     100.20
         1984 ..........................................     100.00
</TABLE>

         If this bond is called for redemption and payment hereof is duly
provided for as specified in the Indenture, interest shall cease to accrue
hereon from and after the date fixed for redemption.

         The Indenture provides that if the Company shall deposit with the
Trustee in trust for the purpose funds sufficient to pay the prin-


<PAGE>   9


                                       8

cipal of all of the bonds of any series, or such of the bonds of any series as
have been or are to be called for redemption, and premium, if any, thereon, and
all interest payable on such bonds to the date on which they become due and
payable at maturity or upon redemption or otherwise, and shall comply with the
other provisions of the Indenture in respect thereof, then from the date of such
deposit such bonds shall no longer be entitled to any lien or benefit under the
Indenture..

         The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Indenture, upon the occurrence of a completed default as
in the Indenture provided; subject, however, to the right, under certain
circumstances, of the holders of a majority in principal amount of the bonds
outstanding to annual such declaration.

         This bond is negotiable and shall pass by delivery unless registered as
to principal at the office or agency of the Company in said City of New Orleans,
and such registration noted hereon, after which no valid transfer hereof can be
made, except at such office or agency, until after registered transfer to
bearer, but after such registered transfer to bearer this bond shall be again
transferable by delivery. Such registration, however, shall not affect the
negotiability of the coupons, which shall always remain payable to bearer, be
treated as negotiable and pass by delivery. The Company and the Trustee, any
paying agent and any bond registrar may deem and treat the bearer of this bond
if it is not registered as to principal, or, if this bond is registered as
herein authorized, the person in whose name this bond is registered, as the
absolute owner hereof, and the bearer of any coupon hereunto appertaining, as
the absolute owner thereof, whether or not this bond or such coupon shall be
overdue, for the purpose of receiving payment and for all other purposes and
neither the Company nor the Trustee nor any paying agent nor any bond registrar
shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator or
any past, present or future subscriber to the capital stock, stockholder,
officer or director, as such, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, under any
rule of law, statute or con-



<PAGE>   10



                                        9

stitution or by the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, stockholders, officers and directors,
as such, being waived and released by the holder and owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Indenture.

         Neither this bond nor the coupons hereto attached shall become valid or
obligatory for any purpose until THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
the Trustee under the Indenture, or its successor thereunder, shall have signed
the certificate of authentication endorsed hereon.

         In Witness Whereof, CENTRAL LOUISIANA ELECTRIC COMPANY, INC. has caused
this bond to be signed in its name by its President or one of its
Vice-Presidents and its corporate seal, or a facsimile thereof, to be affixed
hereto and attested by its Secretary or one of its Assistant Secretaries, and
interest coupons bearing the facsimile signature of its Treasurer to be attached
hereto, and this bond to be dated November 1,1954.

                                  CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                                       By
                                                            President.
Attest:

                         Secretary.

                     (Form of Coupon for Bonds of Series F)
                                                                         $16.25

         On the first day of 19 , unless the bond hereinafter mentioned shall
have been called for previous redemption and payment of the redemption price
thereof shall have been duly provided for, CENTRAL LOUISIANA ELECTRIC COMPANY,
INC.. will pay to bearer, upon surrender of this coupon, at its office or agency
in the City of New Orleans, Louisiana, sixteen dollars and twenty-five cents in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for public and private debts, being six months' interest
then due on its First Mortgage Bond, Series F, 3 1/4%, No.


                                                                  Treasurer.



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                                       10

                      FORM OF REGISTERED BOND OF SERIES F]

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                      First Mortgage Bond, Series F, 3 1/4%

                              Due November 1, 1984

No.                                                                 $


         CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a corporation organized and
existing under the laws of the State of Louisiana (herein after called the
"Company", which term shall include any successor corporation as defined in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to              , or registered assigns, on November 1, 1984, at the office or
agency of the Company in the City of New Orleans, Louisiana,           Dollars
($         )in such coin or currency of the United States of America as at the
time of payment shall be legal tender for public and private debts, and to pay
interest thereon semi-annually on May I and November 1 of each year, at the rate
of three and one-quarter per centum (3 1/4%) per annum, at such office or
agency, in like coin or currency, from the interest payment date next preceding
the date of this bond, or if this bond be dated prior to May 1, 1955, then from
November 1, 1954, until this bond shall mature, according to its terms or on
prior redemption or by declaration or otherwise and at the rate of six per
centum (6%) per annum on any overdue principal and premium (if any) and (to the
extent permitted by law) on any overdue installment of interest.

         This bond is one of an authorized issue of bonds of the Company known
as its First Mortgage Bonds, limited to One Hundred Million Dollars
($100,000,000) at any one time outstanding, issued and to be issued, in one or
more series, and equally and ratably secured (except insofar as a sinking fund
or other similar fund established in accordance with the provisions of the
Indenture may afford additional security for the bonds of any specific series)
by an indenture (hereinafter called the "Original Indenture") dated as of July
1, 1950, executed by the Company to THE NATIONAL BANK OF COMMERCE IN NEW
ORLEANS, as Trustee (hereinafter called the "Trustee"), as supplemented and
amended by a First Supplemental Indenture dated as of October 1, 1951, a Second
Supplemental Indenture dated as of June 1, 1952, a Third Supplemental Indenture
dated as of January 1, 1954, and a Fourth Supplemental Indenture dated as of
November 1, 1954, exe-


<PAGE>   12


                                       11


cuted by the Company to the Trustee, to which Original Indenture, First
Supplemental Indenture, Second Supplemental Indenture, Third Supplemental
Indenture, Fourth Supplemental Indenture and all other indentures supplemental
thereto (said Original Indenture as so supplemented and amended being herein
called the "Indenture") reference is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Company in respect of such
security, the rights, duties and immunities of the Trustee, and the terms and
conditions upon which the bonds are, and are to be, secured. As provided in the
Indenture, the bonds may be issued in series for various principal sums, may
bear different dates and mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided or
permitted. This bond is one of the bonds described in the Indenture and
designated therein as "First Mortgage Bonds, Series F, 3 1/4%" (hereinafter
referred to as the "bonds of Series F11).

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 75% in aggregate
principal amount of all the bonds at the time outstanding, determined and
evidenced as in the Indenture provided, or in case the rights under the
Indenture of the holders of bonds of one or more, but less than all, of the
series of bonds outstanding shall be affected, then with the consent of the
holders of not less than 75% in aggregate principal amount of the bonds at the
time outstanding of the one or more series affected, determined and evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or modifying in any manner the rights of the holders of the bonds
and coupons; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any bonds, or reduce the rate or extend the time of
payment of interest thereon, or modify the terms of payment of principal at
maturity or by redemption, or otherwise modify the terms of payment of any bond,
without the consent of the holder of each bond so affected, or (ii) reduce the
percentage of bonds, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all bonds then
outstanding, or (iii) permit the creation of any lien ranking prior to or equal
with the lien of the Indenture on any of the mortgaged and pledged property
without the



<PAGE>   13



                                       12

consent of the holders of all bonds then outstanding, or (iv) deprive the holder
of any outstanding bond of the lien of the Indenture on any of the mortgaged and
pledged property without the consent of the holder of each bond so affected. Any
such consent by the holder of this bond (unless effectively revoked as provided
in the Indenture) shall be conclusive and binding upon such holder and upon all
future holders of this bond, irrespective of whether or not any notation of such
consent is made upon this bond. No reference herein to the Indenture and no
provision of this bond or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay at the stated or
accelerated maturity herein and in the Indenture provided, the principal of and
interest and premium, if any, on this bond at the time and place and at the rate
and in the coin and currency herein prescribed.

         The coupon bonds of Series F are issuable in the denomination of
$1,000. The registered bonds without coupons of Series F are issuable in
denominations of $1,000 and any multiple of $1,000. At the office or agency to
be maintained by the Company in said City of New Orleans and in the manner,
subject to the limitations, and upon payment of the charges provided in the
Indenture, coupon bonds of such series, with all unmatured coupons and any
matured coupons in default thereto appertaining, may be exchanged for a like
aggregate principal amount of registered bonds without coupons of such series,
and registered bonds without coupons of such series may be exchanged for a like
aggregate principal amount of coupon bonds of such series bearing all unmatured
coupons and any matured coupons in default or for a like aggregate principal
amount of registered bonds without coupons of such series of other authorized
denominations.

         The bonds of Series F are entitled to the benefit of the Sinking Fund
provided for in Article II of the Fourth Supplemental Indenture.

         The bonds of Series F may be redeemed, either at the option of the
Company or pursuant to certain requirements of the Indenture, on any date prior
to maturity, as a whole or from time to time in part, upon publication at least
once in each of four successive calendar weeks, upon any business day of each
such calendar week, of notice of such redemption in a newspaper printed in the
English language and customarily published on each business day and of general
circulation in the Borough of Manhattan, The City of New York, New York, and
like publication in a similar newspaper of said




<PAGE>   14



                                       13

City of New Orleans, the first publication in each case to be not less than
thirty (30) days and not more than sixty (60) days before such redemption date
(provided, however, that if all the bonds of Series F at the time outstanding
shall be registered, bonds without coupons or coupon bonds registered as to
principal, such publication need not be made, but, in lieu thereof, such notice
may be given by mailing the same to each registered holder of a bond so to be
redeemed directed to his registered address not less than thirty (30) days and
not more than sixty (60) days before the redemption date); all as provided in
the Indenture.

         If redeemed by the application of moneys in the Sinking Fund for bonds
of Series F, provided for in Article II of the Fourth Supplemental Indenture, or
moneys in the depreciation fund provided for in Section 5.07 of the Indenture or
by the application of moneys received by the Trustee in connection with any
release of property upon any acquisition thereof by any municipal corporation or
other governmental subdivision or governmental body or public authority, the
bonds of Series F are redeemable in such coin or currency of the United States
of America as at the time of payment shall be legal tender for public and
private debts, at the principal amount thereof together with accrued interest to
the date fixed for redemption, without premium, and if redeemed otherwise than
by the application of such moneys, the bonds of Series F are redeemable in like
coin or currency, at the redemption price at the time applicable, as set forth
in the following schedule, together with, in each case, interest accrued to the
date fixed for redemption:

              (There will be inserted here in all registered bonds without
         coupons of Series F, the same table of redemption prices and
         corresponding dates as are specified for such redemption in the form of
         coupon bond of Series F hereinabove set forth.)

If this bond is called for redemption and payment hereof is duly provided for as
specified in the Indenture, interest shall cease to accrue hereon from and after
the date fixed for redemption.

         The Indenture provides that if the Company shall deposit with the
Trustee in trust for the purpose funds sufficient to pay the principal of all of
the bonds of any series, or such of the bonds of any series as have been or are
to be called for redemption, and premium, if any, thereon, and all interest
payable on such bonds to the date



<PAGE>   15



                                       14

on which they become due and payable at maturity or upon redemption or
otherwise, and shall comply with the other provisions of the Indenture in
respect thereof, then from the date of such deposit such bonds shall no longer
be entitled to any lien or benefit under the Indenture.

         The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Indenture, upon the occurrence of a completed default as
in the Indenture provided; subject, however, to the right, under certain
circumstances, of the holders of a majority in principal amount of the bonds
outstanding to annul such declaration.

         This bond is transferable as prescribed in the Indenture by the
registered holder hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in said City of New Orleans, upon surrender and
cancellation of this bond. and upon payment, if the Company shall require it, of
the transfer charges prescribed in the Indenture, and thereupon, a new
registered bond or bonds without coupons of authorized denominations of the same
series and for the same aggregate principal amount will be issued to the
transferee in exchange herefor as provided in the Indenture. The Company and the
Trustee, any paying agent and any bond registrar may deem and treat the person
in whose name this bond is registered as the absolute owner hereof, whether or
not this bond shall be overdue, for the purpose of receiving payment and for all
other purposes and neither the Company nor the Trustee nor any paying agent nor
any bond registrar shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator or
any past, present or future subscriber to the capital stock, stockholder,
officer or director, as such, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, under any
rule of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors, as such, being waived and released by the holder and
owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture.



<PAGE>   16



                                       15

         This bond shall not become valid or obligatory for any purpose until
THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS, the Trustee under the Indenture,
or its successor thereunder, shall have signed the certificate of authentication
endorsed hereon.

         In Witness Whereof, CENTRAL LOUISIANA ELECTRIC COMPANY, INC. has caused
this bond to be signed in its name by its President or one of its
Vice-Presidents and its corporate seal, or a facsimile thereof, to be affixed
hereto and attested by its Secretary or one of its Assistant Secretaries, and
this bond to be dated

                                       CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                                           By

                                                               President.
Attest:
         ,
                    Secretary.
;and

         WHEREAS, all acts and things prescribed by law and by the charter and
by-laws of the Company necessary to make the bonds of Series F, when executed by
the Company and authenticated by the Trustee, as in the Original Indenture
provided, valid, binding and legal obligations of the Company, entitled in all
respects to the security of the said Original Indenture and indentures
supplemental thereto, have been performed; and

         WHEREAS, provision is made in Sections 5.10 and 17.01 of the Original
Indenture for such further instruments and indentures supplemental to the
Original Indenture, as may be necessary or proper to carry out more effectually
the purposes of the Original Indenture, and to subject to the lien of the
Indenture any property acquired after the date of the Original Indenture and
intended to be covered thereby, with the same force and effect as though
included in the granting clause thereof, and to add such further covenants,
restrictions or conditions for the protection of the mortgaged and pledged
property and the holders of the bonds as the Board of Directors of the Company
and the Trustee shall consider to be for the protection of the



<PAGE>   17



                                       16

holders of the bonds, and to set forth the terms and provisions of any series of
bonds to be issued under the Indenture and the form of the bonds and coupons of
such series; and the Company since the date of the Original Indenture has
acquired additional property not heretofore specifically subjected to the lien
of the Original Indenture; and it is desired to add certain further covenants,
restrictions and conditions for the protection of the mortgaged and pledged
property and the holders of the bonds, as provided in this Fourth Supplemental
Indenture, which the Board of Directors of the Company and the Trustee consider
to be for the protection of the holders of the bonds; and the Company desires to
issue bonds of Series F; and the Company desires, pursuant to sub-section (e) of
Section 17.01, to modify the provisions of Section 2.02 of the Indenture to
provide for facsimile signatures of the President or a Vice President on bonds
to be issued thereunder; and the Company therefore deems it advisable to enter
into this Fourth Supplemental Indenture in the form and terms hereof; and

         WHEREAS, the execution and delivery of this Fourth Supplemental
Indenture has been duly authorized by the Board of Directors of the Company at a
meeting duly called and held according to law, and all conditions and
requirements necessary to make this Fourth Supplemental Indenture a valid,
binding and legal instrument in accordance with its terms, for the purposes
herein expressed, and the execution and delivery hereof, in the form and terms
hereof, have been in all respects duly authorized;

         Now, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH: That
Central Louisiana Electric Company, Inc., by way of further assurance and in
consideration of the premises and of the acceptance by the Trustee of the trusts
hereby created and of one dollar to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to further secure the payment of the principal of,
the premium, if any, and the interest on all bonds at any time issued and
outstanding under the Indenture, according to their tenor and effect, and the
performance and observance by the Company of all the covenants and conditions
herein and therein contained, and of said bonds, has executed and delivered this
Fourth Supplemental Indenture, and has granted, bargained, sold, aliened,
remised, released, conveyed,



<PAGE>   18



                                       17

assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and
confirmed, and by these presents does grant, bargain, sell, alien, remise,
release. convey, assign, transfer, mortgage, hypothecate, affect, pledge, set
over and confirm, unto The National Bank of Commerce in New Orleans, as Trustee,
and to its successors in the trust, and to its and their assigns forever, all
the following described properties of the Company, that is to say:

         All properties, real, personal and mixed, tangible and intangible,
owned by the Company on the date of the execution hereof or which may be
hereafter acquired by it (except such property now owned or hereafter acquired
as is expressly excepted from the lien of the Indenture by the terms of the
Original Indenture, the First Supplemental Indenture, the Second Supplemental
Indenture, the Third Supplemental Indenture or this Fourth Supplemental
Indenture). The property covered by the lien of the Indenture shall include
particularly, among other property without prejudice to the general and
particular descriptions of property contained in the Original Indenture, in the
First Supplemental Indenture, in the Second Supplemental Indenture, in the Third
Supplemental Indenture, and in this Fourth Supplemental Indenture, or to the
generality of the language now or hereafter contained in the Indenture, the
following described property:

                                       I.

         A. The following described real estate, together with all improvements
thereon, situated in the State of Louisiana:

         Parcel 1. A parcel of land situated in the Southeast corner of the West
half of the Southeast quarter of the Southwest quarter of Section Thirty-Six
(36), Township Two (2) South, Range Nine (9) West, Parish of Beauregard, State
of Louisiana, further described as follows:

         Beginning at a 3/4", iron pipe on the Southeast corner of said W1/2 of
SE1/4 of SW1/4 of Section 36, Township 2 South, Range 9 West, and running
parallel to a road on a bearing North 89 degrees 30 minutes West for a distance
of 250 feet to a stake in fence line; thence North 1 degree 15 minutes West for
a distance of 250 feet to a stake; thence South 89 degrees 30 minutes East for a
distance of 250 feet to a stake in fence line, being the dividing line between
this tract and a tract owned by Covington Cooley; thence South 1 degree 15
minutes East



<PAGE>   19



                                       18

for a distance of 250 feet to the point of beginning. Containing 1.43 acres,
more or less.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Lewis H. Ford and Mable L. Ford by deed dated January 26, 1954, before
Allen R. LeCompte, Notary Public, for the Parish of Beauregard, recorded in
Conveyance Book 124, Entry No. 178, records of Beauregard Parish, Louisiana.

         Parcel 2. A certain tract or parcel of vacant land, containing one (1)
acre, situated in the S1/2, of NW1/4 of NE1/4 of Section 46, T3S, R1E, La. Mer.,
in Evangelize Parish, State of Louisiana, and being more particularly described
as beginning at a stake in the S W, corner of the NW1/4 of NE1/4, Section 46,
T3S, R1E, and running south for a distance of 229.5 feet to a stake, thence N 87
degrees 00 minutes East for a distance of 863.3 feet to a point of beginning;
thence N 3 degrees West for a distance of 208.7 feet, thence N 87 degrees 00
minutes East for a distance of 208.7 feet, thence S 3 degrees East for a
distance of 208.7 feet, thence S 87 degrees West for a distance of 208.7 feet to
point of beginning; together with all rights of ingress and egress, and more
particularly a right-of-way leading from the property herein conveyed to the
main highway. Containing 1 acre, more or less; all as shown by plat of survey
attached to and made part of deed from Earl Thibodeaux to Central Louisiana
Electric Company, Inc., dated March 3, 1954.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Earl Thibodeaux by deed dated March 3, 1954, before Roland B. Reed, Notary
Public for the Parish of Evangelize, recorded in Conveyance Book E-127, page
440, Entry No. 152019, records of Evangelize Parish, Louisiana.

         There is located on Parcel 2 above described an electric switching
station.

         Parcel 3. A certain piece or parcel of real estate, together with all
buildings and improvements thereon, and all rights, ways and privileges
thereunto belonging, located in Section 16, Township 3, South Range 3 West,
Allen Parish, State of Louisiana, and being more particularly described as
follows, to-wit:

         Begin on the bank of the drainage canal south of the property herein
conveyed and from the point of beginning run along the right-of-way



<PAGE>   20



                                       19

of the gravel road north 26(degree)-30' east, a distance of 24, to establish the
southwest corner or point of beginning of the property herein bought and sold.
From this point so established, proceed east a distance of 262 feet, thence
north a distance of 250 feet, thence west a distance of 150 feet to a point on
the right-of-way of Old Highway 24; from this point proceed south along the
right-of-way of the highway 26(degree)-30' AV, est, a distance of 279 feet to
the point of beginning, the said property sold containing 1.2 acres, more or
less; all as shown by plat of survey attached to and made part of deed from
Industrial Lumber Company, Inc. to Central Louisiana Electric Co., Inc., dated
March 2, 1954.

         Being property acquired by Central Louisiana Electric Company, Inc.
from Industrial Lumber Company, Inc., by deed dated March 2, 1954, before Gladys
Tarver, Notary Public for the Parish of Rapides, recorded in Conveyance Book 96,
Page 18, records of Allen Parish, Louisiana.

         There is located on Parcel 3 above described an electric substation.

         Parcel 4. A certain tract or parcel of land, unimproved, together with
all rights, ways, privileges and servitudes thereunto belonging, situated in the
sixth Ward of the Parish of Iberia, State of Louisiana, in Section 21, Township
12 South, Range 7 East, containing five (5) acres in superficial area, bounded
on the North by the center line of Little Bayou, on the South by remainder of
property of vendor, Sidney St. Marie, on the East by property of Ed. LaSalle,
and on the West by Big Jim Lane (sometimes referred to as Andre Road), and being
more particularly described as follows:

         Beginning at a point where the east side of Big Jim Lane (Andre Road)
intersects the center of Little Bayou; thence running south 61(degree)39' east a
distance of 280 feet along the center line of Little Bayou; thence south
27(degree)35' west a distance of 717.4 feet along the center line of an existing
ditch (which line is the boundary line between the properties of Sidney St.
Marie and Ed LaSalle); thence in a northwesterly direction a distance of 324.6
feet to the east side of Big Jim Lane (Andre Road); thence north 31(degree)23'
east a distance of 717.4 feet to the point of beginning.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Sidney St. Marie by deed dated March 27, 1954, before Jacob





<PAGE>   21



                                       20

S. Landry, Notary Public for the Parish of Iberia, recorded in Conveyance Book
237, Entry No. 90804, records of Iberia Parish, Louisiana.

        There is located on Parcel 4 above described an electric service
center.

         Parcel 5. That certain tract or parcel of ground, together with any
improvements thereon, situated in Duson's Third Addition to the City of Crowley,
Acadia Parish, Louisiana, and known and described as the Eastern Fifty (E. 50')
Feet of Lot Eight (8) of Block Twenty(20) of the said addition, as per plat
thereof on file and of record in the Office of the Clerk of Court of Acadia
Parish, Louisiana; said parcel having a front of Forty (401) Feet on Jacobs
Avenue of said City and extending back from said avenue, between parallel lines,
a distance of Fifty (50') Feet.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Mary Yokum. Morris and Willis Morris by deed dated May 21, 1954, before
Jos. S. Gueno, Jr., Notary Public for the Parish of Acadia, recorded in
Conveyance Book L-13, page 408, Entry No. 266,013, records of Acadia Parish,
Louisiana.

         There is located on Parcel 5 above described an electric substation.

         Parcel 6. A certain plot of ground, containing approximately one (1)
acre, lying and being situated in Section 43, Township 10 South, Range 5 East,
in the Seventh Ward of Lafayette Parish, Louisiana, and bounded as follows:
Commencing at the South corner of the property of Leonce Guillot in Section 43,
Township 10 South, Range 5 East, at the intersection of the Southern Pacific
Railroad spur track leading to Long Plantation and a Public graveled road, run
thence North 43(degree)20' West along said public road a distance of 203.3 feet;
run thence North 46(degree)40' East a distance of 206.7 feet; run thence South
43(degree)20' East a distance of 208.0 feet to the Southern Pacific Railroad
spur track right-of-way; run thence in a southwesterly direction along the
Southern Pacific Railroad spur track right-of-way to the point of beginning; the
above one (1) acre plot being bounded on the Northeast and Northwest by property
of Leonce Guillot, on the Southeast by the Southern Pacific Railroad spur track
leading to Long Plantation, and on the Southwest by a public graveled road; all
as shown by plat attached to



<PAGE>   22



                                       21

and made part of deed from Leonce Guillot to Central Louisiana Electric Co.,
Inc., dated July 8, 1954.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Leonce Guillot by deed dated July 8, 1954, before Warren Gankendorff,
Notary Public for Lafayette Parish, recorded in Conveyance Book Z-21, page 9,
Entry No. 305,759, records of Lafayette Parish, Louisiana.

         There is located on Parcel 6 above described an electric substation.

         Parcel 7. That certain tract of land in the Town of Patterson, St. Mary
Parish, State of Louisiana, located at or near the southern end of First Street
of said town, having a front of seventy-seven (77) feet, more or less, on an
unnamed street which crosses the end of First Street, and a depth between
parallel lines of fifty (50) feet, being bounded on the north by the unnamed
street, south by property of vendor, east by vendee's substation, and west by
property of Peter Lipari.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Volcar J. Roundtree by deed dated June 23, 1954, before Wm.. Robt. Marin,
Notary Public for the Parish of St. Mary, recorded in Conveyance Book S-U, Entry
No. 90,493, records of St. Mary Parish, Louisiana.

         There is located on Parcel 7 above described an electric substation.

         Parcel 8. A certain tract of land, together with all buildings and
improvements thereon, situated in Pineville, Rapides Parish, State of Louisiana,
and being lots one, two, three, four, five and six of the Mary Hunter David
Subdivision No. 2, having a combined frontage of 305.8 feet on Greer Street, in
accordance with the official plat of said Subdivision made by Pan-American
Engineers, dated August 12, 1952, recorded at Plat Book 8, Page 138, records of
Rapides Parish, Louisiana. Reference to the aforesaid official plat of said
subdivision being made for greater certainty of description.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Mrs. Mary Hunter David by deed dated September 17, 1954, before John H.
McSween, Notary Public for Parish of Rapides, re-



<PAGE>   23



                                       22

corded  in Conveyance Book 468, Page No. 612, records of Rapides Parish,
Louisiana.

         Parcel 9. A certain tract of land on the southerly side of Greer Street
in the Town of Pineville, Parish of Rapides, State of Louisiana, fronting 182
feet, more or less, on said Greer Street, and running back between parallel
lines to the toe of the new Pineville levee, bounded on the side nearest Sanders
Street by property owned by Mrs. Guy L. Hilborn, and on the other side by
property owned by Greer, and being part of Lots Four (4) and Five (5) of the
division of the McGimsey Estate, as shown by plat attached to original No.
110644 in the Office of the Clerk and Recorder in and for Rapides Parish,
Louisiana; all as is particularly shown by plat of survey by Irion Lafargue,
Registered Surveyor, attached to and made part of deed from Mrs. Mattie Burns
Schaedel to Central Louisiana Electric Co., Inc., dated September 17, 1954.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Mrs. Mattie Burns Schaedel by deed dated September 17, 1954, before John H.
McSween, Notary Public for Parish of Rapides, recorded in Conveyance Book 468,
Page 609, records of Rapides Parish, Louisiana.

         Parcel 10. Two certain parcels or lots of ground, together with all
buildings and improvements thereon, rights, ways, privileges and appurtenances
thereto belonging, situated in the City of Pineville, Parish of Rapides, State
of Louisiana, and particularly described as follows:

              1. Lot Seven (7) of Mary Hunter David Subdivision No. 2, as per
         plat of survey of said Subdivision by T. C. David, C. E., dated August
         12, 1952, recorded in Plat Book 8, page 138, records of Rapides Parish,
         Louisiana, to which plat reference is made for greater certainty of
         description, said Lot 7 having a frontage of 12.5 feet on Greer Street
         and extending back therefrom between parallel lines to the toe of the
         new Pineville levee; being that property acquired by Mrs. Hattie Burns
         Greer from Mrs. Mary Hunter David by deed dated August 21, 1952,
         recorded in Conveyance Book 437, page 476, records of Rapides Parish,
         Louisiana.





<PAGE>   24



                                       23

              2. Begin at the point on the Southwestern line of Greer Street
         where the Western line of Lot Seven (7) of the Mary 7 Hunter David
         Subdivision intersects said Southwestern line of Greer Street and run
         thence North 52 degrees 34 minutes West along Greer Street and toward
         Sanders Street the distance of 88 feet, thus establishing the frontage
         of said property on Greer Street, and from the frontage so established
         run back between parallel lines to the toe of the new Pineville levee;
         all as is more particularly shown by plat of survey by Irion Lafargue,
         Registered Surveyor, dated September 14, 1954, blueprint of which said
         survey is hereto at tached and made part hereof and paraphed "Ne
         Varietur" for identification herewith, said property being that
         designated "W. E. Greer" on said plat; being that property acquired by
         Mrs. Hattie Burns Greer from Mrs. Alattie Burns Schaedel by deed dated
         March 21, 1944, recorded in Conveyance Book 289, page 4, records of
         Rapides Parish, Louisiana.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Mrs. Hattie Burns Greer and William E. Greer by deed dated September
17,1954, before John H. McSween, Notary Public for Parish of Rapides, recorded
in Conveyance Book 468, page No. 610, records of Rapides Parish, Louisiana.

         Parcel 11. A certain lot or parcel of ground, together with all rights,
ways and privileges thereto belonging, situated in the City of Pineville, Parish
of Rapides, State of Louisiana, more particularly described as follows:

         Lot Two (2) of Block One (1) of the Holmes Subdivision, in Section 21,
Township 4 North, Range 1 West, in said City of Pineville, Louisiana, as shown
by plat of survey, of said Holmes Subdivision by Irion Lafargue, R. S., dated
July 16, 1948, said lot having a frontage of 50 feet on LeBlanc Street, a depth
on the side next to Lot One (1) of said Block One (1) of 155 feet, a depth on
the side next to Lot Three (3) of said Block One (1) of 155.2 feet, and a width
in the rear of 50 feet.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from William E. Holmes et al by deed dated September 20, 1954, before John H.
McSween, Notary Public, recorded in Conveyance Book 470, Page 75, records of
Rapides Parish, Louisiana.



<PAGE>   25



                                       24

         Parcel 12. A certain piece, parcel or lot of ground, together with all
buildings and improvements thereon, rights, ways, privileges and appurtenances
thereto belonging, situated in the City of Pineville, Parish of Rapides, State
of Louisiana, particularly described as follows:

         Start at the point in the Southwestern line of Greer Street where the
Western line of Lot Seven (7) of the Mary Hunter David Subdivision No. 2
intersects said Southwestern line of Greer Street, and run thence North 52
degrees 34 minutes West along Greer Street and toward Sanders Street the
distance of 270 feet to the point of beginning of the property herein described
and conveyed; from said point of beginning continue North 52 degrees 34 minutes
and est along Greer Street towards Sanders Street the distance of 83.2 feet;
thence turn to the left with an interior angle of 94 degrees 35 minutes and run
the distance of 64.7 feet to the toe of the new Pineville levee; thence turn to
the left and run South 39 degrees 33 minutes East along the toe of the new levee
the distance of 90.2 feet; thence turn to the left and run along the line
dividing the property herein described and the property of Mrs. Mattie Burns
Schaedel the distance of 82.8 feet to the point of beginning on the Southwestern
line of Greer Street; said property being bounded in front by Greer Street, on
the side towards Sanders Street by property of Ruby Bennett and the Levee Board,
in the rear by the toe of the new Pineville levee, and on the other side by
property of Mrs. Mattie Burns Schaedel, all as is more particularly shown by
plat of survey by Irion Lafargue, R. S., dated September 14, 1954, said property
being a portion of the property acquired by the said Mrs. Guy L. Hilborn as
surviving widow in community and universal legatee of Richard O'Shee, as shown
by judgment dated July 6,1920, recorded in Conveyance Book 197, Page 409,
records of Rapides Parish, Louisiana.

         Being property acquired by Central Louisiana Electric Company, Inc.,
from Mrs. Guy L. Hilborn by deed dated September 17, 1954, before John H.
McSween, Notary Public for Rapides Parish, recorded in Conveyance Book 468, page
No. 611, records of Rapides Parish, Louisiana.

         Parcel 13. A certain lot of ground, with all buildings and improvements
thereon, together with all rights, ways, privileges, servitudes and
appurtenances thereunto appertaining, situated at the intersection



<PAGE>   26



                                       25

of Corinne and Armentor Streets in the City of New Iberia, Parish of Iberia,
State of Louisiana, containing and measuring fifty-four and 16 /100 (54.16) feet
front on Corinne Street by a depth, between diverging lines, of one hundred
thirty-four (134) feet, having a width across the rear of fifty-five (55) feet,
bounded on the North by said Armentor Street, on the South by Lot 2 of Block F
according to a plat of survey of the Armentor Subdivision by W. K. Frantz, C.
E., dated December, 1935, of record in Miscellaneous Book 7, at folio 329 of the
records of Iberia Parish, Louisiana, on the East by a portion of Lot 14 of said
Block F, on the West by said Corinne Street, and being Lot 1 of said Block F of
said Armentor Subdivision.

         Being the same property acquired by Ella Stansbury Delcambre and Michel
Delcambre from Leon Meyers by act dated February 3rd, 1941, of record in
Conveyance Book 141, at folio 51, under Entry No. 39210 of the records of Iberia
Parish, Louisiana, the interest of Ella Stansbury Delcambre therein having been
acquired by Michel Delcambre by act dated November 26th, 1947, of record in
Conveyance Book 176, at folio 446, under Entry No. 73038 of the records of
Iberia Parish, Louisiana.

         Being the same property acquired by George Gerlach from Michel
Delcambre by deed dated November 2, 1954, before Jack J. Cousin, Notary Public
for Parish of Iberia, recorded in Conveyance Book 250, Entry No. 93271, records
of Iberia Parish, Louisiana.

         Being the same property transferred to Central Louisiana Electric
Company, Inc., by George Gerlach, acting as agent of and purchasing for Central
Louisiana Electric Company, Inc., by deed dated November 9. 1954, before Jack J.
Cousin, Notary Public for Parish of Iberia, recorded in Conveyance Book 250,
Entry No. 93272, records of Iberia Parish, Louisiana.

         B. The following described lease and easement, together with all
buildings and improvements on the land subject thereto, and all machinery and
equipment of every nature, kind and description presently located on or
hereafter placed on the property subject to said lease and easement, to-wit:

         1. That certain lease granted by Mabry Chandler Lumber Company, Inc. to
Central Louisiana Electric Company, Inc. dated June 28,



<PAGE>   27



                                       26

1954 by act before Bea Erwin, Notary Public for St. Tammany Parish, Louisiana,
for the term of twenty-five years, recorded in Con. Book 222, page 96, records
of St. Tammany Parish, Louisiana, the land subject to said lease being
particularly described as follows: A thirty foot square of ground, located in
Section 35, T. 6 S., R. 11 E., Greensburg District, St. Tammany Parish,
Louisiana, starting at the NW corner of said Section 35, being adjacent to
Section 26 and 42, and run S. 0(degree)15' E, 2,672.6 feet, thence N
86(degree)30' E, 1,366.3 feet, thence S 3(degree)30' W 10' to the NW corner of
the leased property, the point of beginning. From said point of beginning so
established, run S 2(degree)30' W 30 feet to an iron stake, thence S
86(degree)30' E 30 feet to an iron stake, thence N 3(degree) 30'E 30 feet to an
iron stake, thence N 86(degree)30' W 30 feet to the point of beginning.

         There is located on the above described leased property, an electric
substation.

         2. That certain right, privilege, easement or servitude granted by the
Louisiana Board of Institutions to Central Louisiana Electric Company, Inc., by
act dated September 20th, 1954, recorded in Conveyance Book 469, page 283,
Records of Rapides Parish, Louisiana, under Filing No. 387323, to construct,
   operate, maintain, repair, replace or remove an electric substation on the
following described property owned by Central Louisiana State Hospital situated
in Rapides Parish, Louisiana, to-wit:

         A certain parcel of ground in Section 17, T. 4 N., R. 1 W., in the
Parish of Rapides, State of Louisiana, particularly described as follows: Start
at the point on the South line of Section 17, T. 4 N., R. 1 W., where the West
line of the Huey P. Long Hospital property intersects said South line of said
Section 17, and run thence toward Red River on said Section line the distance of
503.651, more or less, on said South line of said Section 17, the point of
beginning of the property herein described; thence continue along said South
line of said Section 17 toward Red River the distance of 208.71 feet; thence
turn at an angle of 900 to the right and run Northwesterly the distance of
208.71 feet; thence turn at an angle of 901 to the right and run Easterly the
distance of 208.71 feet; thence turn at an angle of 900 to the right and run
Southeasterly the distance of 208.71 feet to the point of beginning on the South
line of said Section 17, T. 4 N., R. 1 IV., containing one (1) acre, more or
less; all as more fully shown by plat attached to said act and



<PAGE>   28



                                       27

made part thereof. Said servitude or easement being for such period of time as
said property is used by the grantee, its successors or assigns, for the
purposes set forth in said act.

         C. The following described gas pipe line:

         1. That certain gas pipe line consisting of approximately 20.4572 miles
of 8-inch pipe in place, beginning at a point near The Texas Pipe Line Company's
Station 8470+47 located in Section 13, Township 14 South, Range 9 East and
ending at a point near The Texas Pipe Line Company's Station 9550+07 located in
Section 26, Township 16 South, Range 12 East, together with all fittings on said
line and bulkhead crossing permits and the right to use the rights of way over
which said pipe line is laid, and the right to use, enjoy and operate under such
franchises and permits as have been granted by public bodies and governmental
authorities with respect to said pipe line. All in the Parish of St. Mary, State
of Louisiana. Acquired by Central Louisiana Electric Company, Inc. from The
Texas Pipe Line Company by deed dated December 14, 1953, recorded in Conveyance
Book 8-X, Entry No. 91,193, records of St. Mary Parish, State of Louisiana. Also
2.361 miles of 6-inch pipe line constructed by Central Louisiana Electric
Company, Inc., beginning at Station 0+00 of The Texas Pipe Line Company's
recycling plant at Bateman Lake in Section 16, Township 16 South, Range 12 East,
and extending to a connection with the above described 8-inch pipe line at
Station 124+66, and 1500 feet of 6-inch pipe line constructed by Central
Louisiana Electric Company Inc., beginning at The Texas Pipe Line Company's
Station 8470+47 in Section 13, Township 14 South, Range 9 East, and extending to
the Teche generating station of said Central Louisiana Electric Company, Inc.,
in said Section 13, Township 14 South, Range 9 East, all in the Parish of St.
Mary, State of Louisiana, together with all rights of way owned and held by
Central Louisiana Electric Company, Inc. in, on or through which said pipe lines
are laid, which grants of rights-of-way are duly recorded in the Conveyance
Records of St.
Mary Parish, Louisiana.

         D. The following described franchises, grants, immunities, privileges
and rights of the Company granted by the governing authorities of the cities,
towns and parishes enumerated in the schedule



<PAGE>   29



                                       28

below and all renewals, extensions and modifications of said franchises, grants,
immunities, privileges and rights or any of them:

         1. Those certain franchises granted by the governing bodies of the
following named towns and villages in the State of Louisiana, to-wit:

              (a) Electric franchise granted by the Village of Dry Prong to
         Central Louisiana Electric Company, Inc., by ordinance enacted August
         4, 1952, for a term of 23 years.

              (b) Electric franchise granted by the Town of Glenmora to Central
         Louisiana Electric Company, Inc., by ordinance enacted August 10, 1954,
         for a term of 25 years.

              (c) Electric franchise granted by the Village of Rosepine to
         Central Louisiana Electric Company, Inc., by ordinance enacted July 3,
         1952, for a term of 25 years.

         2. Those certain franchises granted by the governing bodies of the
following named parishes in the State of Louisiana, to-wit:

              (a) Gas franchise granted by the Parish of Assumption to Central
         Louisiana Electric Company, Inc., by ordinance enacted October 13,
         1953, for a term of 50 years.

              (b) Water franchise granted by the Parish of Calcasieu to Central
         Louisiana Electric Company, Inc., by ordinance enacted October 7, 1952,
         for a term of 25 years.

              (c) Electric franchise granted by the Parish of DeSoto to Central
         Louisiana Electric Company, Inc., by ordinance enacted August 14, 1952,
         for a term of 25 years.

              (d) Gas franchise granted by the Parish of Iberia to Central
         Louisiana Electric Company, Inc., by ordinance enacted November 12,
         1953, for a term of 50 years.

              (e) Electric franchise granted by the Parish of Lafayette to
         Central Louisiana Electric Company, Inc., by ordinance enacted
         September 11, 1952, for a term of 99 years.

              (f) Gas franchise granted by the Parish of St. Mary to Central
         Louisiana Electric Company, Inc., by ordinance enacted November 12,
         1953, for a term of 50 years.




<PAGE>   30



                                       29

              (g) Electric franchise granted by the Parish of St. 'Mary to
         Central Louisiana Electric Company, Inc., by ordinance enacted .May 14,
         1954, for a term of 50 years.

              (h) Electric franchise granted to the Parish of St. Tammany to
         Central Louisiana Electric Company, Inc., by ordinance enacted August
         21, 1932, for a term of 25 years.

              (i) Gas franchise granted by the Parish of Terrebonne to Central
         Louisiana Electric Company, Inc., by ordinance enacted November 14,
         1933, for a term of 50 years.

              (j) Electric franchise granted by the Parish of Vermilion to
         Central Louisiana Electric Company, Inc., by ordinance enacted
         September 16, 1952, for a term of 25 years.

         E. The following described electric transmission lines:

              1. A 138 K`V transmission line commencing at Coughlin Generating
         Plant at St. Landry, Parish of Evangelize, State of Louisiana, and
         extending a distance of approximately fifty (50) miles, through the
         Parishes of Evangelize, St. Landry and Acadia, to the City of Crowley,
         Parish of Acadia, State of Louisiana.

              2. A 138 KV transmission line commencing at Shady Oaks, in the
         Parish of Rapides, State of Louisiana, and extending a distance of
         approximately ten (10) miles to Beaver Creek, in the Parish of Rapides,
         State of Louisiana, a connecting point with Louisiana Power & Light
         Company.

              3. A 138 KV transmission line commencing at Crowley, in the Parish
         of Acadia, State of Louisiana, and extending a distance of
         approximately forty-eight (48) miles, through the Parishes of Acadia,
         Vermilion and Iberia, State of Louisiana, to the City of Jeanerette, in
         the Parish of Iberia, State of Louisiana.

              4. A 138 KV transmission line commencing at Teche Generating Plant
         at Baldwin, in the Parish of St. Mary, State of Louisiana, extending a
         distance of approximately ten (10) miles, through the Parishes of
         St.'Mary and Iberia, State of Louisiana, to the City of Jeanerette, in
         the Parish of Iberia, State of Louisiana.



<PAGE>   31



                                       30

              5. A 138 KV transmission line commencing at a point on existing
         138 K-V transmission line near Miller's Lake, in the Parish of
         Evangelize, State of Louisiana, and extending a distance of
         approximately fifty-two (52) miles, through the Parishes of Evangelize,
         Allen and Beauregard, to the Town of DeRidder, in the Parish of
         Beauregard, State of Louisiana.

                                       II.

         All real estate or interest therein, now owned or which may be
hereafter acquired by the Company for use or which may be used by it in
connection with its business as an electric, gas and water company, together
with all of the right, title, and interest of the Company, now owned or
hereafter acquired in and to any and all works, plants, buildings, structures,
erections, and constructions now or hereafter placed upon any of the real estate
mentioned, described or referred to as being subject to the lien of the
Indenture, with the fixtures, tenements, hereditaments, and appurtenances
thereunto appertaining or belonging.

                                       III

         The Following Described Property, Wherever Situate:

         First: The electric generating plants and electric transmission and/or
distribution systems now or hereafter owned by the Company, and any electric
generating plants and electric transmission and/or distribution systems
hereafter constructed or acquired by the Company, and any additions to or
extensions of any such existing or future electric generating plants and/or
electric transmission and/or distribution systems, together with all engines,
dynamos, motors, generators, boilers, turbines, pole lines, poles, wires,
crossarms, insulators, transformers, meters, buildings, erections, structures,
stations, substations, power houses, power producing and power transmitting
equipment, water, water rights, water wheels, headworks, race-ways, hydraulics
works, hydro-electric plants, cables, conduits, instruments, apparatus,
appliances, machinery, facilities, fixtures and all other property used or
provided for use in the construction, repair, maintenance and/or operation
thereof, both that now owned and that which may be hereafter acquired by the
Company, and together also



<PAGE>   32



                                       31

with all the rights, privileges, franchises, easements, licenses, ordinances,
rights of way, liberties, immunities and permits of the Company, howsoever
conferred or acquired, and whether now owned or hereafter to be acquired, with
respect to the construction, maintenance, repair and/or operation of said
electric generating plants and electric transmission and/or distribution
systems, and each of them, and any additions thereto and extensions thereof.

         Second: The gas generating plants, gas storage plants and gas gathering
and/or transmission and/or distribution systems now owned by the Company, and
any gas generating plants, gas storage plants and/or gas transmission and/or
distribution systems hereafter constructed or acquired by the Company, and any
additions to or extensions of any such existing or future plants and systems,
together with the buildings, erections, structures, generating and purifying
apparatus, holders, engines, boilers, benches, retorts, tanks, pipe lines,
connections, service pipes, meters, conduits, instruments, appliances,
apparatus, facilities, machinery, fixtures and all other property used or
provided for use in the construction, maintenance, repair and/or operation
thereof, both that now owned and that which may be hereafter acquired by the
Company, and together also with all rights, privileges, rights of way,
franchises, licenses, easements, grants, liberties, immunities, permits and
ordinances of the Company, howsoever conferred or acquired, and whether now
owned or hereafter to be acquired, with respect to the construction,
maintenance, repair, and/or operation of said gas generating plants, gas storage
plants and gas gathering and/or transmission and/or distribution systems, and
each of them, and any additions thereto and extensions thereof.

         Third: The waterworks plants and water distribution systems now owned
by the Company, and any waterworks plants and/or waterworks distribution systems
hereafter constructed or acquired by the Company together with the buildings,
structures, erections, pumps, pumping machinery, reservoirs, filters,
filter-galleries, chlorinating equipment, tanks, wells, water rights, water
supply, water mains, hydrants, pipelines, service pipes, meters, standpipes,
engine, boilers, apparatus, appliances, facilities, machinery, equipment,
fixtures and all other property used or provided for use in the construction,
maintenance, repair and/or operation thereof, both that now owned and that which
may be hereafter acquired by the Company, and together



<PAGE>   33



                                       32

also with all of the rights, privileges, rights of way, franchises, licenses,
easements, permits, liberties, immunities, grants and ordinances of the Company,
howsoever conferred or acquired, and whether now owned or hereafter to be
acquired, with respect to the construction, maintenance, repair and operation of
said plants and systems and each of them, and any additions thereto and
extensions thereof.

         TO HAVE AND To HOLD all such properties, real, personal and mixed,
granted, bargained, sold, aliened, remised, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed
by the Company as aforesaid, or intended so to be, unto the Trustee and its
successors in the trust hereby created and its and their assigns forever;

         SUBJECT, HOWEVER, to existing leases, to easements and other rights of
way for pole lines and other similar encumbrances and restrictions which the
Company hereby certifies, in its judgment, do not impair the use of said
property by the Company in its business, to liens securing indebtedness which
has neither been assumed by the Company nor upon which it customarily pays
interest charges, existing solely upon real property, or rights in and relating
thereto, which real property or rights have been or may be acquired for
right-of-way purposes, to liens of taxes and assessments for the current year
and taxes and assessments not yet due, to alleys, streets and highways that may
run across or encroach upon said lands, and to liens, if any, incidental to
construction; and, with respect to any property which the Company may hereafter
acquire, to all terms, conditions, agreements, covenants, exceptions and
reservations expressed or provided in such deeds and other instruments,
respectively, under and by virtue of which the Company shall hereafter acquire
the same and to any and all liens existing thereon at the time of such
acquisition within the restrictions contained in the Indenture; and subject also
to other liens and encumbrances of the character defined in the Indenture as
"permitted liens" insofar as the same may attach to any of the property embraced
herein:

         SAVING AND EXCEPTING, however, from the properties mortgaged and
pledged by the Indenture (whether now owned by the Company or hereafter acquired
by it) all bills, notes and accounts receivable,



<PAGE>   34



                                       33

cash on hand and in bank, contracts, merchandise and appliances kept for
purposes of sale, and all bonds, obligations, evidences of indebtedness, shares
of stock and other securities, and certificates or evidences of interest
therein-other than any of the foregoing which may be hereafter specifically
transferred or assigned to or pledged or deposited with the Trustee under the
Indenture or required by the provisions of the Indenture so to be-and all office
furniture and equipment, motor vehicles, tools, testing equipment and consumable
materials and supplies; provided, however, that, if upon the happening of an
event of default as in the Indenture defined, the Trustee or any receiver
appointed under the Indenture shall enter upon and take possession of the
mortgaged property, the Trustee or such receiver may, to the extent permitted by
law, at the same time likewise take possession of any and all of the property
described in this paragraph then on hand and use and administer the same to the
extent as if such property were part of the mortgaged property, unless and until
such event of default shall be remedied or waived and possession of the
mortgaged property restored to the Company, its successors or assigns.

         ALSO, SAVING AND EXCEPTING, however, from the property hereby mortgaged
and pledged:

         (a) All parcels of land now owned or hereafter acquired by the Company
and not used by it or useful in connection with its business as an electric, gas
or water company or as an electric, gas or water utility.

         (b) All machinery, equipment, fixtures, supplies and materials now used
or hereafter acquired for use in connection with the ice and cold storage, ice
cream and dairy business of the Company.

         (c) All motor vehicles now used or hereafter acquired for use in
connection with the ice and cold storage, ice cream and dairy business of the
Company, together with all tires, spare parts, materials and supplies
appertaining thereto.

         (d) All machinery, equipment, fixtures, supplies and materials, now
owned or hereafter acquired, not used by or useful to the Company in its
business as an electric, gas or water company or as an electric, gas or water
utility, not located on any parcel of real estate



<PAGE>   35



                                       34

now owned or hereafter acquired, referred to as being subject to the lien of the
Indenture.

         (e) All additions, improvements, betterments, extensions and
replacements now or hereafter made to or acquired for or in connection with the
property set forth in paragraphs (a), (b), (c) and (d) above.

         IN TRUST NEVERTHELESS, upon the terms and trusts herein and in the
Original Indenture, the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture set forth;

         PROVIDED, HOWEVER, and these presents are upon the condition that if
the Company, its successors or assigns, shall pay or cause to be paid the
principal of and interest on all said bonds, together with the premium, if any,
payable on such of said bonds as may have been called for redemption prior to
maturity, or shall provide, as permitted by the Indenture, for the payment
thereof by depositing with the Trustee the entire amount due or to become due
thereon for principal, interest and premium, if any, and if the Company shall
also pay or cause to be paid all other sums payable under the Indenture by it,
then the Indenture and the estate and rights thereby granted shall cease,
determine and be void, otherwise to be and remain in full force and effect.

         IT IS HEREBY FURTHER COVENANTED, DECLARED AND AGREED by and between the
Company and the Trustee, for the benefit of those who shall hold said bonds and
coupons or any of them, as follows:

                                   ARTICLE I.

                        DESCRIPTION OF BONDS OF SERIES F.

         SECTION 1.1. The sixth series of bonds to be issued under the Indenture
and secured thereby is hereby created, which shall be designated, and
distinguished from the bonds of all other series, by the title "First Mortgage
Bonds, Series F, 3 1/4%", elsewhere herein referred to as the "bonds of Series
F".

         Except as otherwise provided in Section 2.08 of the Indenture with
respect to destroyed, lost or stolen bonds, the aggregate principal amount of
the bonds of Series F which may be outstanding at any one time shall be
$3,000,000.




<PAGE>   36



                                       35

         The bonds of Series F shall be dated, and shall bear interest from
November 1, 1934, except as provided in Section 2.03 of the Indenture with
respect to registered bonds without coupons, and shall be due November 1, 1984,
and shall bear interest at the rate of three and one-quarter per centum (3 1/4%)
per annum, payable semi-annually on the first day of Kay and the first day of
November in each year, until they shall mature, according to their terms or on
prior redemption or by declaration or otherwise, and at the rate of six per
centum (6%) per annum on any overdue principal and premium (if any) and (to the
extent permitted by law) on any overdue installment of interest. The principal
of and the premium (if any) and the interest on the bonds of Series F shall be
payable at the office or agency of the Company in the City of New Orleans,
Louisiana, in such coin or currency of the United States of America as, at the
time of payment, shall be legal tender for public and private debts.

         The bonds of Series F shall be redeemable, either at the option of the
Company or pursuant to any provision of the Indenture requiring such redemption,
either as a whole or in part from time to time, at any time prior to maturity,
upon notice as provided in Section 8.02 of the Indenture, published in a
newspaper printed in the English language and customarily published on each
business day and of general circulation in the Borough of Manhattan, The City of
New York, New York, and like publication in a similar newspaper of the City of
New Orleans, at least once in each of four (4) successive calendar weeks upon
any business day of each such calendar week, the first publication to be not
less than thirty (30) days and not more than sixty (60) days before such
redemption date (or upon mailing of such notice of redemption as provided in the
first paragraph of Section 8.02 of the Indenture in the event such paragraph
shall be applicable). If redeemed by the application of moneys in the Sinking
Fund for bonds of Series F provided for in Article II of this Fourth
Supplemental Indenture or moneys in the depreciation fund provided for in
Section 5.07 of the Indenture, or by the application of moneys received by the
Trustee in connection with any release of property upon any acquisition thereof
by any municipal corporation or other governmental subdivision or governmental
body or public authority, the bonds of Series F are redeemable at the principal
amount thereof, together with interest accrued to the date fixed for redemption,
without premium. If redeemed otherwise than by the application of such



<PAGE>   37



                                       36

moneys, the bonds of Series F are redeemable at the redemption price at the time
applicable specified in the schedule contained in the form of coupon bond of
Series F set forth in the recitals hereof, to-ether with interest accrued to the
date fixed for redemption.

         Coupon bonds of Series F shall be issuable in the denomination of
$1,000 and shall be registerable as to principal. Registered bonds without
coupons of Series F shall be issuable in denominations of $1,000 and any
multiple of $1,000. Bonds of Series F shall be interchangeable at the option of
the holders thereof, in like aggregate principal amounts, coupon bonds for
registered bonds without coupons, registered bonds without coupons for coupon
bonds and the several denominations of registered bonds without coupons.

                                   ARTICLE II.

                       SINKING FUND FOR BONDS OF SERIES F.

         SECTION 2.1. The Company covenants and agrees that so long as any of
the bonds of Series F shall be outstanding it will pay to the Trustee, as and
for a sinking fund for the bonds of Series F, on the first clay of November in
the year 1955 and on the first day of November in each year thereafter, an
amount of cash equal to one per centum. (1%) of the greatest principal amount of
bonds of Series F outstanding under the Indenture at any one time prior to the
next preceding September 15; provided, however, that the amount of cash payable
to the Trustee on any such November 1 pursuant to the provisions of this Section
shall be reduced by an amount equal to the aggregate principal amount of bonds
of Series F then being delivered by the Company to the Trustee, but no bonds of
Series F shall be delivered to the Trustee which have not been sold in a bona
fide transaction and reacquired by the Company.

         Cash paid to the Trustee pursuant to the provisions of this Section
shall be applied by it as follows:

              (a) Upon the written notice by the Company to the Trustee given on
         or before September 15 in any year, beginning with the year 1955,
         specifying the amount of cash which the Company will pay to the Trustee
         on the next succeeding November 1 pursuant to this Section and
         requesting that it be used for the redemption



<PAGE>   38



                                       37

         of bonds, the Trustee shall, to the extent practicable, apply the cash
         received by it on the next succeeding November 1, to-ether with any
         other cash held by it on such September 15 under the provisions of this
         Section, to the redemption on such November I of bonds of Series F, in
         the manner and subject to the conditions provided in such bonds, in
         Article VIII of the Indenture and in Section 2.4 of this Fourth
         Supplemental Indenture; and for such purpose the Trustee may publish
         notice of redemption in the name of the Company or in its own name as
         Trustee.

              (b) If the Company shall not have given the notice referred to in
         the foregoing subdivision (a), the cash received by the Trustee on any
         November 1 pursuant to the provisions of this Section shall, upon
         request of the Company and to the extent practicable, be applied
         promptly by the Trustee to the purchase of bonds of Series F in
         accordance with the provisions of Section 8.06 of the Indenture.

              (c) If the Trustee on January 20 of any year shall hold cash under
         the provisions of this Section amounting to $15,000 or more (or any
         amount less than $15,000, if the Company so elects), the Trustee shall
         apply all cash, to the extent practicable. then held under the
         provisions of this Section to the redemption on the next succeeding
         March 1 of bonds of Series F, in the manner and subject to the
         conditions provided in such bonds, in Article VII of the Indenture and
         in Section 2.4 of this Fourth Supplemental Indenture; and for such
         purpose the Trustee may publish notice of redemption in the name of the
         Company or in its own name as Trustee.

         SECTION 2.2. The Company further covenants to pay to the Trustee, on
demand, the compensation of the Trustee in administering the sinking fund as
provided in this Article II, together with the Trustee's expenses, including
cost of advertisement of redemption notices and any other advertisements and
other lawful charges, if any, and any accrued interest and premium paid or
payable with respect to any such bonds of Series F purchased or redeemed as
provided for in Section 2.1 it being intended that the aforesaid compensation,
expenses, charges, accrued interest and premium shall not be charged against
sinking fund moneys.




<PAGE>   39



                                       38

         SECTION 2.3. All bonds of Series F delivered to the Trustee for the
purpose of holding a credit pursuant to the provisions of Section 2.1, or
purchased or redeemed pursuant to the provisions of Section 2.1, shall be
forthwith cancelled by the Trustee, and such bonds shall not be reissued.

         SECTION 2.4. Notwithstanding any other provision of the Indenture, if
less than all of the bonds of Series F outstanding are to be called for
redemption, whether for the holding fund for bonds of Series F or otherwise, the
Trustee shall select out of such bonds of Series F the particular coupon bonds
and/or registered bonds without coupons and/or portions ($1,000 or any multiple
thereof) of registered bonds without coupons so to be redeemed, in the following
manner:

              (a) The Trustee shall first allocate the total principal amount of
         such bonds of Series F to be redeemed between

                  (i)  coupon bonds of Series F not registered as to principal
              at the time outstanding, and

                  (ii) coupon bonds of Series F registered as to principal and
              registered bonds of Series F without coupons at the time
              outstanding,

         in proportion (to the nearest multiples of $1,000) to the respective
         aggregate principal amounts thereof at the time outstanding.

              (b) The Trustee shall then select, by lot according to such method
         as the Trustee in its discretion shall consider proper, in the
         principal amount determined as provided in paragraph (a) above, the
         particular coupon bonds of Series F not registered as to principal to
         be redeemed.

              (c) At the same time the Trustee shall select, in the principal
         amount determined as provided in paragraph (a) above, the coupon bonds
         of Series F registered as to principal and the registered bonds of
         Series F without coupons (or portions thereof) to be redeemed by
         allocating such principal amount so determined among the various
         registered owners of bonds of Series F in proportion to the respective
         aggregate principal amounts of bonds of Series F registered in their
         respective names, provided that

                  (i) the Trustee may in its discretion allocate an additional
              or lesser amount not exceeding $1,000 to any one or more



<PAGE>   40



                                       39

              of such registered owners to the end that the principal amount of
              bonds of Series F registered in the name of each such registered
              owner to be redeemed shall be $1,000 or a multiple thereof;

                  (ii) in making such allocation, if the aggregate principal
              amount of bonds of Series F registered in the name of any
              registered owner of bonds of Series F shall be $1,000, the Trustee
              shall not be required to allocate any portion of such principal
              amount to such registered owner;

                  (iii) the particular bonds and portions of particular bonds of
              Series F registered in the name of any registered owner to be
              redeemed shall be selected by the Trustee according to such method
              (which need not be by lot) as it in its discretion shall consider
              proper, avoiding, where proper and practicable to do so, the
              selection of portions of particular bonds of Series F rather than
              entire bonds of Series F for redemption; and

                  (iv) if any registered owner of more than one bond of Series F
              shall state in writing to the Trustee that it holds such bonds as
              nominee for more than one beneficial owner and shall have so
              requested by written notice to the Trustee, the respective bonds
              of Series F registered in the name of such owner shall be treated,
              for purposes of this Section 2.4, as owned by separate registered
              owners.

         In any selection of bonds of Series F by lot under this Section 2.4
which involves registered bonds of Series F, each registered bond without
coupons shall be represented by a separate number for each $1,000 of its
principal amount.

         The Trustee forthwith upon any selection of bonds of Series F for
redemption as aforesaid shall give written notice to the Company describing the
bonds of Series F (including any portion of registered bonds of Series F without
coupons) selected for redemption as aforesaid.



<PAGE>   41



                                       40

                                  ARTICLE III.

                      ADDITIONAL COVENANTS OF THE COMPANY.

         SECTION 3.1. The Company covenants that, so long as any bonds of Series
F are outstanding, it will not at any time declare or pay any dividend on its
Common Stock or make any distribution to its Common Stockholders (other than
dividends or distributions payable solely in its Common Stock) or purchase or
otherwise acquire for value any of its Common Stock, except out of (1) earned
surplus of the Company accumulated after December 31, 1949, plus (2) $530,000 of
earned surplus accumulated prior to January 1, 1950 (such aggregate amount being
hereinafter called "unrestricted earned surplus"), nor unless after the payment
of such dividend or the making of such distribution, purchase or acquisition the
sum of (a) the provision for property retirements or depreciation made by the
company out of income or earned surplus, during the period from July 1, 1950, to
the end of the calendar year next preceding the date of payment of such dividend
or the making of such distribution, purchase or acquisition and (b) the
unrestricted earned surplus, if any, of the Company shall be not less than the
aggregate of the minimum provision for property retirements or depredation
determined as provided in Section 1.05 of the Indenture, for the period from
July 1, 1950, to the end of the calendar year next preceding the date of payment
of such dividend or the making of such distribution, purchase or acquisition.
For the purposes of this Section, the earned surplus of the Company accumulated
after December 31, 1949, shall be determined in accordance with sound accounting
practice, and, so long as and to the extent that there shall remain any earned
surplus of the Company accumulated prior to January 1, 1950, other than
unrestricted earned surplus, such amount shall be available for all surplus
charges other than such dividends or the making of such distribution, purchase
or acquisition.

         SECTION 3.2. The Company covenants that so long as any bonds are
outstanding under the Original Indenture no Indenture or Indentures supplemental
to the Original Indenture will be entered into by the Company unless such
Supplemental Indenture shall contain provisions which are in compliance with the
Trust Indenture Act of 1939 as then in effect; provided, however, that this
provision shall not be



<PAGE>   42



                                       41

effective and binding upon the Company if all of the bonds then outstanding and
then to be issued under the Original Indenture as supplemented and amended by
all other supplemental indentures and by such supplemental indenture then to be
entered into, shall either be exempt securities as defined in the Trust
Indenture Act of 1939 as then in effect, or are to be issued in a transaction
exempt from the provisions of said Act.

         SECTION 3.3. The Company covenants that, so long as any bonds of Series
F are outstanding, it will not convey or transfer any property which is subject
to the lien of the Indenture to any affiliate of the Company except in
accordance with the provisions of Article XIII of the Indenture or except such
property as shall thereupon be released from the lien of the Indenture under the
provisions of Article IX thereof.

         SECTION 3.4. The Company covenants that, so long as any bonds of Series
F are outstanding, it will not at any time purchase or cause to be purchased any
bond of any series outstanding under the Indenture at a price (including accrued
interest, but not including brokerage charges) which is in excess of the current
redemption price of such bond at the date of purchase if such bond is redeemable
before maturity or, if it is not so redeemable, one hundred five per centum.
(105%) of the principal amount of such bond, plus, in either case, accrued
interest.

                                   ARTICLE IV.

                        AMENDMENT OF ORIGINAL INDENTURE.

      (Pursuant to Sub-Section (e) of Section 17.01 of Original Indenture)

         SECTION 4.1. Section 2.02 of the Original Indenture is hereby amended
to read as follows:

              "SECTION 2.02. The bonds issued hereunder shall, from time to
         time, be executed on behalf of the Company by its President, or one of
         its Vice-Presidents, whose signature, except on bonds of Series A,
         bonds of Series B, bonds of Series C, bonds of Series D and bonds of
         Series E, may be facsimile, and its corporate seal shall be thereunto
         affixed or a facsimile thereof shall be printed or engraved thereon and
         attested by its Secretary or one of its Assistant Secretaries. Only
         such bonds as shall bear



<PAGE>   43



                                       42

         thereon a certificate of authentication substantially in the form
         hereinbefore recited, executed by the Trustee, shall be secured by this
         Indenture, or be entitled to any right or benefit hereunder. No bond
         and no coupon thereunto appertaining shall be or become valid or
         obligatory for any purpose until such certificate shall have been duly,
         executed on such bond. Such certificate by the Trustee upon any bond
         executed by the Company shall be conclusive evidence and the only
         competent evidence that the bond so authenticated has been duly
         authenticated and delivered hereunder and that the holder is entitled
         to the security and benefit of this Indenture. The Trustee shall not
         authenticate or deliver any coupon bond until all matured coupons
         thereunto appertaining shall have been detached and canceled, except as
         otherwise provided in Section 2.03 hereof or permitted in Section 2.08
         hereof. The coupons attached to coupon bonds shall bear the facsimile
         signature of the present Treasurer or of any future Treasurer of the
         Company, and for that purpose the Company may adopt and use the
         facsimile signature of any person who shall have been such Treasurer,
         notwithstanding the fact that at the time when such coupon bonds shall
         be authenticated and delivered or disposed of he shall have ceased to
         be the Treasurer of the Company.

              "In case any officer of the Company who shall have signed any of
         the bonds or attested the seal thereon or whose facsimile signature
         appears on any bonds or coupons shall cease to be such officer before
         the bonds so signed or sealed shall have been authenticated and
         delivered by the Trustee or disposed of by the Company, such bonds,
         nevertheless, may be authenticated and delivered or disposed of as
         though the person who signed such bonds or attested the seal thereon or
         whose facsimile signature appears on any bonds or coupons had not
         ceased to be such officer; and any bond may be signed on behalf of the
         Company and the seal of the Company may be attested by such persons, or
         the Company may adopt and use the facsimile signature or signatures of
         such persons, as, at the actual date of the execution of the bond,
         shall be the proper officer's of the Company, although at the date of
         such bond any such person was not such officer."



<PAGE>   44



                                       43

                                   ARTICLE V.

                                 MISCELLANEOUS.

         SECTION 5.1. The Company is lawfully seized and possessed of all the
real estate, franchises and other property described or referred to in the
Indenture as presently mortgaged and pledged thereunder, subject to the
exceptions stated therein and except property which has been released from the
lien of the Indenture in accordance with its terms, and upon the initial issue
of bonds of Series F thereunder such real estate, franchises and other property
will be free and clear of any lien prior to or on a parity with the lien of the
Indenture except as set forth in the granting clauses of the Indenture and
except permitted liens as therein defined, and the Company has good right and
lawful authority to mortgage and pledge the same as provided in and by the
Indenture.

         SECTION 5.2. As supplemented and amended by this Fourth Supplemental
Indenture, the Original Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture, and the Third Supplemental Indenture are in all respects
ratified and confirmed and said Original Indenture, First Supplemental
Indenture, Second Supplemental Indenture, Third Supplemental Indenture and this
Fourth Supplemental Indenture shall be read, taken and construed as one and
the same instrument.

         SECTION 5.3. The Trustee assumes no duties, responsibilities or
liabilities by reason of this Fourth Supplemental Indenture, other than as set
forth in the Original Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture and the Third Supplemental Indenture and this Fourth
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions of its acceptance of the trust under the Original
Indenture, the First Supplemental Indenture, the Second Supplemental Indenture
and the Third Supplemental Indenture as fully as if said terms and conditions
were herein set forth at length.

         SECTION 5.4. This Fourth Supplemental Indenture shall be simultaneously
executed in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.

         SECTION 5.5. This Fourth Supplemental Indenture has been dated as of
November 1, 1954, solely for convenience. The date of actual




<PAGE>   45



                                       44

execution hereof by each of the parties hereto is the date shown by the
acknowledgment of execution hereof by its officers.

         In Witness Whereof, CENTRAL LOUISIANA ELECTRIC COMPANY, INC. has caused
this instrument to be signed in its corporate name by its President or one of
its Vice-Presidents and sealed with the corporate seal attested by its Secretary
or one of its Assistant Secretaries, and The National Bank of Commerce in New
Orleans to evidence its acceptance of the trust hereby created as caused this
instrument to be signed in its corporate name by one of its Vice-Presidents and
sealed by its corporate seal attested by one of its Assistant Cashiers, all as
of the day and year first above written.

                                      CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
[SEAL]
                                           By T. M. HAUER
Attest:                                                    Vice-President.

   T. P. STREET
                   Secretary.

 Signed, sealed, acknowledged and
delivered by CENTRAL LOUISIANA
ELECTRIC COMPANY, INC., in the
presence of:

   R. J. Emmer

   H. S. FORD
                                      THE NATIONAL BANK OF COMMERCE IN NEW
                                      ORLEANS
[SEAL]
                                           By  F. C. DOYLE
Attest:                                                    Vice-President.

   R. C. MORSE
               Assistant Cashier.

  Signed, sealed, acknowledged and
delivered by THE NATIONAL BANK OF
COMMERCE IN NEW ORLEANS in the
presence of:

    R. J. EMMER

    H. S.. FORD



<PAGE>   46



                                       45

STATE OF LOUISIANA
PARISH OF ORLEANS

         BE IT KNOWN, That on this 9th day of December, 1954, before me the
undersigned, a Notary Public in and for said Parish and State, duly qualified
and commissioned as such, personally appeared T. M. HAUER, a Vice-President and
T. P. STREET, Secretary of Central Louisiana Electric Company, Inc., the grantor
in the foregoing instrument, to me personally known and known to me to be such
officers, respectively, of such Company, and personally known to me to be the
identical persons whose names are subscribed and affixed to the foregoing
instrument as such officers, respectively, and who subscribed the name of the
Company thereto, and in my presence and in the presence of the undersigned
witnesses, of lawful age and domicile, severally acknowledged that the same is
their respective, free and voluntary act and deed as such officers and the free
and voluntary act and deed of said Company for the uses and purposes therein
expressed; and the said persons being each by me duly and severally sworn as
individuals did depose and say that they are such officers, respectively, of
said Company; that they know the seal of said Company; that the seal affixed to
the foregoing instrument was and is such corporate seal; that said seal was so
affixed and said instrument was so signed on behalf of said Company by the order
and authority of the Board of Directors of said Company; and that they signed
their names thereto as such officers, respectively, of said Company by like
authority.

         In Testimony Whereof, the said Appearers have hereunto signed their
names on the day and date first hereinabove written, in the presence of R. J.
EMMER and H. S. FORD, witnesses of lawful age and domicile, and of me, said
Notary Public.

Witness:                                                     T. M. HAUER
                                                                Vice-President.
   R. J. EMMER
                                                             T. P. STREET
   H. S. FORD                                                         Secretary.

                                                             THOMAS F. JORDAN
[SEAL]                                                            Notary Public.

         My Commission expires at death or on removal from Office.



<PAGE>   47



                                       46

STATE OF LOUISIANA
PARISH OF ORLEANS

         BE IT KNOWN, That on this 9th day of December, 1954, before me the
undersigned, a Notary Public in and for said Parish and State, duly qualified
and commissioned as such, personally appeared FRANCIS C. DOYLE, a Vice-President
and RICHARD C. MORSE, an Assistant Cashier of The National Bank of Commerce in
New Orleans, a national banking association, duly organized and existing under
the laws of the United States of America, Trustee under the foregoing
instrument, to me personally known and known to me to be such officers,
respectively, of said Bank, and personally known to me to be the identical
persons whose names are subscribed and affixed to the foregoing instrument as
such officers respectively, and who subscribed the name of the said Bank
thereto, and in my presence and in the presence of the undersigned witnesses, of
lawful age and domicile. severally acknowledge that the same is their
respective, free and voluntary act and deed as such officers and the free and
voluntary act and deed of said Bank for the uses and purposes therein expressed;
and the said persons being each by me duly and severally sworn as individuals
did depose and say that they are such officers, respectively, of said Bank; that
they know the seal of said Bank, that the seal affixed to the foregoing
instrument was and is such corporate seal; that said seal was so affixed and
said instrument was so signed on behalf of said Bank by the order and authority
of the Board of Directors of said Bank; and that they signed their names thereto
as such officers, respectively, of said Bank by like authority.

         In Testimony Whereof, the said Appearers have hereunto signed their
names on the day and date first hereinabove written, in the presence of R. J.
EMMER and H. S. FORD, witnesses of lawful age and domicile, and of me, said
Notary Public.

Witness:                                                   F. C. DOYLE
                                                              Vice-President.
         R. J. EMMER
                                                           R. C. MORSE
         H. S. FORD                                        Assistant Cashier.

                                                       THOMAS F. JORDAN
[SEAL]                                                      Notary Public.

            My Commission expires at death or on removal from Office.