<PAGE>   1

                                                                 EXHIBIT 4(a)(3)

================================================================================


                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.


                                       TO


                  THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
                                                          as Trustee


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




                          Second Supplemental Indenture
                            DATED AS OF JUNE 1, 1952



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




                 Issue of First Mortgage Bonds, Series D, 3 3/4%
                                Due June 1, 1982



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




             Supplemental to Indenture of Mortgage and Deed of Trust
                            Dated as of July 1, 1950





================================================================================
                   PRESS OF ALLEN, LANE & SCOTT, PHILADELPHIA



<PAGE>   2



         SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 1952, 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 Company has heretofore issued under the Original Indenture
$5,500,000 principal amount of its First Mortgage Bonds, Series A, 3%
(hereinafter sometimes called "bonds of Series A"), of which $5,445,000
principal amount remains outstanding as of the date hereof; 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 heretofore executed and delivered its First
Supplemental Indenture (hereinafter called the " First Supplemental Indenture")
dated as of October 1, 1951, to the Trustee to
<PAGE>   3

                                       2

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, $4,844,000
principal amount of its First Mortgage Bonds, Series B, 3 3/4% (hereinafter
sometimes called "bonds of Series B"), and $960,000 principal amount of its
First Mortgage Bonds, Series C, 3 3/4% (hereinafter sometimes called "bonds of
Series C"), all of which bonds of Series B and Series C remain outstanding as of
the date of this Second Supplemental Indenture (hereinafter called "Second
Supplemental Indenture"), the Original Indenture as amended or supplemented by
all indentures supplemental thereto, including the First Supplemental Indenture
and this Second 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 fourth series of bonds under the Indenture, to be designated as "First
Mortgage Bonds, Series D, 3 3/4%" (herein sometimes called "bonds of Series D"),
(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 bonds of
Series D, and the interest coupons to be attached to the coupon bonds of said
series, are to be substantially in the following forms, respectively:

                        [FORM OF COUPON BOND OF SERIES D]
                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                      First Mortgage Bonds, Series D, 3/4%
                                Due June 1, 1982
 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 June 1,
<PAGE>   4
                                       3

1982, 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 June I and December
1 of each year at the rate of three and three-quarter per centum (3 3/4%) per
annum, at such office or agency in like coin or currency, from June 1, 1952,
until this bond shall mature, according to its terms or on prior redemption or
by declaration or otherwise, but only upon presentation and surrender of the
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, and a
Second Supplemental Indenture dated as of June 1, 1952, executed by the Company
to the Trustee, to which Original Indenture, First Supplemental Indenture,
Second 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 D, 3 3/4%" (hereinafter referred to as the "bonds of Series D").
<PAGE>   5


                                       4

         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 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 D are issuable in the denomination of
$1,000. The registered bonds without coupons of Series D are
<PAGE>   6


                                       5

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 D are entitled to the benefit of the Sinking Fund
provided for in Article II of the Second Supplemental Indenture.

         The bonds of Series D 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 D 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 A provided for in Article II of the Second 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
<PAGE>   7

                                       6

upon any acquisition thereof by any municipal corporation or other governmental
subdivision or governmental body or public authority, the bonds of Series D 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
redemption price at the time applicable, as set forth in Column A of the
following schedule, and if redeemed otherwise than by the application of such
moneys, the bonds of Series D are redeemable in like coin or currency, at the
redemption price at the time applicable, as set forth in Column B of the
following schedule, together with, in each ease, interest accrued to the date
fixed for redemption:
<TABLE>
<CAPTION>

                                                             Redemption Price
                                                      (Percentage of Principal Amount)
                                                      -------------------------------
               If redeemed during the period               Col. A          Col. B
         --------------------------------------           ---------      ----------
         <S>                                                <C>            <C>
         June 1, 1952--May 31, 1953...............          103.12         106.00
         June 1, 1953--May 31, 1954...............          103.06         105.80
         June 1, 1954--May 31, 1955...............          103.00         105.59
         June 1, 1955--May 31, 1956...............          102.93         105.38
         June 1, 1956--May 31, 1957...............          102.87         105.18
         June 1, 1957--May 31, 1958...............          102.80         104.97
         June 1, 1958--May 31, 1959...............          102.73         104.76
         June 1, 1959--May 31, 1960...............          102.65         104.56
         June 1, 1960--May 31, 1961...............          102.58         104.35
         June 1, 1961--May 31, 1962...............          102.50         104.14
         June 1, 1962--May 31, 1963...............          102.42         103.94
         June 1, 1963--May 31, 1964...............          102.33         103.73
         June 1, 1964--May 31, 1965...............          102.25         103.52
         June 1, 1965--May 31, 1966...............          102.16         103.32
         June 1, 1966--May 31, 1967...............          102.06         103.11
         June 1, 1967--May 31, 1968...............          101.96         102.90
         June 1, 1968--May 31, 1969...............          101.86         102.70
         June 1, 1969--May 31, 1970...............          101.76         102.49
         June 1, 1970--May 31, 1971...............          101.65         102.28
         June 1, 1971--May 31, 1972...............          101.54         102.08
         June 1, 1972--May 31, 1973...............          101.42         101.87
         June 1, 1973--May 31, 1974...............          101.30         101.66
         June 1, 1974--May 31, 1975...............          101.18         101.46
         June 1, 1975--May 31, 1976...............          101.05         101.25
         June 1, 1976--May 31, 1977...............          100.92         101.04
         June 1, 1977--May 31, 1978...............          100.7F         100.81
         June 1, 1978--May 31, 1979...............          100.63         100.63
         June 1, 1979--May 31, 1980...............          100.48         100.48
         June 1, 1980--May 31, 1981...............          100.33         100.33
         June 1, 1981--May 31, 1982...............          100.00         100.00
</TABLE>


<PAGE>   8


                                       7

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 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 clue 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 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
<PAGE>   9

                                       8

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, an 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 June 1, 1952.

                                  CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                                       By

Attest:                                                     President.


                  Secretary.

             (Form of Coupon for Bonds of Series D)

                                                                         $18.75

         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
<PAGE>   10

                                       9


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,
eighteen dollars and seventy-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 debt, being six months' interest then due on its First Mortgage Bond,
Series D, 3 3/4%, No.

                                                                     Treasurer.

                     [FORM of REGISTERED BOND OF SERIES D.]
                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                      First Mortgage Bond, Series D, 3 3/4%
                                Due June 1, 1982
No.                                                                     $

         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             , or registered assigns, on June 1, 1982, 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 June 1 and December 1 of each year, at the rate of
three and three-quarter per centum (3 3/4%) 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 December 1, 1952 then from June
1, 1952, until this bond shall mature, according to its terms or on prior
redemption or by declaration or otherwise.

         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
<PAGE>   11

                                       10

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, and a Second Supplemental Indenture dated as of June 1, 1952,
executed by the Company to the Trustee, to which Original Indenture, First
Supplemental Indenture, Second 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 D, 33 3/4%" (hereinafter
referred to as the "bonds of Series D").

         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
<PAGE>   12

                                       11

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 D are issuable in the denomination of
$1,000. The registered bonds without coupons of Series D 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 D are entitled to the benefit of the Sinking Fund
provided for in Article II of the Second Supplemental Indenture.

         The bonds of Series D may be redeemed, either at the option of the
Company or pursuant to certain requirements of the Indenture,
<PAGE>   13


                                       12

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 D 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 D, provided for in Article II of the Second 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 D 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 redemption price at the time applicable, as set forth in
Column A of the following schedule, and if redeemed otherwise than by the
application of such moneys, the bonds of Series D are redeemable in like coin or
currency, at the redemption price at the time applicable, as set forth in Column
B of 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 D, the same tables of redemption prices and
         corresponding dates as are specified for such redemption in the form of
         coupon bond of Series D hereinbefore set forth.)
<PAGE>   14
                                       13

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 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
<PAGE>   15

                                       14


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.

         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

Attest:                                                               President.

               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 D, 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
<PAGE>   16

                                       15

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 clauses 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 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 Second
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 D; and the Company desires, pursuant to
sub-section (e) of Section 17.01 to modify the language of the first paragraph
of Section 14.01 of the Indenture so as to make the Indent-Lire comply with the
requirement of the Trust Indenture Act of 1939 that the Trustee thereunder shall
at all times be a corporation; and the Company therefore deems it advisable to
enter into this Second Supplemental Indenture in the form and terms hereof; and

         WHEREAS, the execution and delivery of this Second 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 Second 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 SECOND SUPPLEMENTAL INDENTURE WITNESSETH: That
Central Louisiana Electric Company, Inc., by way of further assurance and in
consideration of the premises and of the
<PAGE>   17


                                       16

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 Second Supplemental Indenture, and has granted,
bargained, sold, aliened, remised, released, conveyed, 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 or this Second 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 and in this Second Supplemental Indenture, or to
the generality of the language in the Indenture or hereinbefore or hereinafter
contained, the following described property:

                                       I.

         A certain piece, parcel or tract of land, situated in the Town of
Leesville, Vernon Parish, Louisiana, and being more particularly described as
follows, to-wit: Beginning at the Southeast corner of Lot Ten (10) of Block Six
(6) of Allis First Addition to said Town of Leesville, Louisiana, and run West
100 feet; thence North 60 feet; thence East 100 feet; thence South 60 feet to
the point of
<PAGE>   18
                                       17

beginning; the East and South lines of.,the property herein described coinciding
with the East and South lines of Lot Ten (10) of said Block Six (6) of said
Allis First Addition to said Town of Leesville, Louisiana.

         Being that property acquired by Central Louisiana Electric Company,
Inc. from Rose S. Fertitta by act of sale dated April 9, 1952, recorded in
Conveyance Book 208, page 492, records of Vernon Parish, Louisiana.

         There is located on said above described parcel of land an electric
substation.

         A certain piece, parcel or tract of land situated in the McComb
Addition to the City of Lafayette, Lafayette Parish, Louisiana, and being the
end (nearest Plum Street) of that certain triangular parcel of land formed by
the intersection of Clay Street with Fifteenth and Sixteenth Streets and the
merger of the latter two streets; said parcel herein described being formed by
running a line parallel with the Clay Street line of the triangle and located 15
feet Westerly from the Plum Street end thereof, and comprising all of the
triangle between the line so formed and the end of the triangle nearest Plum
Street.

         Being that property acquired by Central Louisiana Electric Company,
Inc. from Frank Guidry by deed dated March 19, 1952, recorded in Conveyance Book
Q-20, page 137, records of Lafayette Parish, Louisiana.

         There is located on the above described parcel of land a gas regulator
station.

         A certain piece or parcel of land, together with all rights, ways,
privileges and appurtenances thereto belonging or appertaining, situated in the
Parish of Rapides, State of Louisiana, being a part of Lot Three (3) of the Oak
Isle Plantation in Section 31, Township 4 North, Range 2 West, said parcel of
land having an area of 0.223 acres and fronting 100 feet on U. S. Highway No.
20, and being more particularly described as follows, to-wit: Start at the
Southeast corner of Section 32, Township 4 North, Range 2 West, and run North 24
degrees East along the boundary line between Sections 32 and 33, Township 4
North, Range 2 West, a distance of 1280.3 feet to the Southern. boundary of the
100 foot right of way of. U. S. Highway No. 20; thence run North 65 degrees 19
minutes West along the Southern boundary of the 100 foot right of way of said
<PAGE>   19


                                       18

highway and its projection a distance of 1676.57 feet; thence continue along the
Southern boundary of the right of way of said Highway North 66 degrees West a
distance of 18 feet to the point of beginning; from said point of beginning so
established continue thence along the Southern boundary of the right of way of
said Highway North 66 degrees West a distance of 100 feet; thence run South 10
degrees 20 minutes West a distance of 100 feet; thence run South 66 degrees East
a distance of 100 feet; thence run North 10 degrees 20 minutes East a distance
of 100 feet to the point of beginning; said parcel of land being, as aforesaid,
in Section 31, Township 4 North, Range 2 West, Rapides Parish, Louisiana; all as
is more particularly shown by plat of survey made by Irion Lafargue, Registered
Surveyor, dated July 25, 1951.

         Being that property acquired by Central Louisiana Electric Company,
Inc. from Mrs. Eulalie S. Cappel, et al, by deed dated September 12, 1951,
recorded in Conveyance Book 431, page 514, records of Rapides Parish, Louisiana.

         There is located on the above described parcel of land an electric
substation.

                                       II.

         All real estate or interests 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
<PAGE>   20

                                       19


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, cross arms, insulators,
transformers, meters, buildings, erections, structures, stations, substations,
power houses, power producing and power transmitting equipment, water, water
rights, water wheels, headworks, race-ways, hydraulic 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 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 here after 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.
<PAGE>   21

                                       20

         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,
engines, 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 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
<PAGE>   22


                                       21

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, 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.
<PAGE>   23


                                       22

         (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, dairy, and/or soft drink bottling 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, dairy, and/or soft drink
bottling business of the Company, together with an 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 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 and the First 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:
<PAGE>   24


                                       23

                                   ARTICLE I.

                        DESCRIPTION OF BONDS OF SERIES D.

         SECTION 1.1. The fourth 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 D, 3 3/4%", elsewhere herein referred to as the "bonds of Series
D".

         The aggregate principal amount of the bonds of Series D is not limited
except as provided in the Indenture.

         The bonds of Series D shall be dated, and shall bear interest from,
June 1, 1952, except as provided in Section 2.03 of the Indenture with respect
to registered bonds without coupons, and shall be due June 1, 1982, and shall
bear interest at the rate of three and three-quarter per centum, (3 3/4%) per
annum, payable semi-annually on the first day of June and the first day of
December in each year, until maturity. The principal of and the premium (if any)
and the interest on the bonds of Series D 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 D 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 D provided for in Article II of this Second
Supplemental Indenture or moneys in the Depreciation Fund provided for in
Section 5.07 of the Indenture, or by the application of moneys
<PAGE>   25

                                       24

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 D are
redeemable at the redemption price at the time applicable specified in Column A
of the schedule contained in the form of coupon bond of Series D set forth in
the recitals hereof, together with interest accrued to the date fixed for
redemption. If redeemed otherwise than by the application of such moneys, the
bonds of Series D are redeemable at the redemption price at the time applicable
specified in Column B of said schedule, together with interest accrued to the
date fixed for redemption.

         Coupon bonds of Series D shall be issuable in the denomination of
$1,000 and shall be registerable as to principal. Registered bonds without
coupons of Series D shall be issuable in denominations of $1,000 and any
multiple of $1,000. Bonds of Series D 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 D.

         SECTION 2.1. The Company covenants and agrees that so long as any of
the bonds of Series D shall be outstanding it will pay to the Trustee, as and
for a sinking fund for the bonds of Series D, on the first day of June in the
year 1953 and on the first day of June in each year thereafter, an amount of
cash equal to one per centum (1%) of the greatest principal amount of bonds of
Series D at any one time outstanding under the Indenture; provided, however,
that the amount of cash payable to the Trustee on any such date pursuant to the
provisions of this Section shall be reduced by an amount equal to the aggregate
principal amount of bonds of Series D then being delivered by the Company to the
Trustee, but no bonds of Series D shall be delivered to the Trustee which have
not been sold in a bona fide transaction and reacquired by the Company.

         All cash paid to the Trustee 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
<PAGE>   26


                                       25

of Series D in accordance with- the provisions of Section 8.06 of the Indenture.
If the Trustee on August 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) not applied to the purchase of bonds of Series D as above
provided for, 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 October 1 of bonds of Series D, in the manner and subject to the
conditions provided in such bonds and in Article VIII of the 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 expense% 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 D 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.

         SECTION 2.3. All bonds of Series D delivered to the Trustee for the
purpose of taking 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.

                                  ARTICLE III.
                      ADDITIONAL COVENANTS OF THE COMPANY.

         SECTION 3.1. The Company covenants that, so long as any bonds of Series
D 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
<PAGE>   27
                                       26


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 depreciation determined as provided in Section 1.05 of the
Original 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 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.

                                   ARTICLE IV.
                        AMENDMENT OF ORIGINAL INDENTURE.

         SECTION 4.1. Pursuant to the provisions of sub-section (e) of Section
17.01 of the Indenture and in order to make the Original
<PAGE>   28
                                       27


Indenture as supplemented and amended by the First Supplemental Indenture and by
this Second Supplemental Indenture comply with the requirement of the Trust
Indenture Act of 1939, the first paragraph of Section 14.01 of the Indenture is
hereby modified and amended by inserting the words ", which shall be a
corporation and which shall be" after the word "company' in the second line of
said paragraph.

                                   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 D 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 Second Supplemental
Indenture, the Original Indenture and the First Supplemental Indenture are in
all respects ratified and confirmed and said Original Indenture, First
Supplemental Indenture and this Second 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 Second Supplemental Indenture, other than as set
forth in the Original Indenture, and the First Supplemental Indenture and this
Second 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 and the First Supplemental Indenture as fully as if said terms and
conditions were herein set forth at length.
<PAGE>   29


                                       28

         SECTION 5.4. This Second 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 Second Supplemental Indenture has been dated as of
June 1, 1952, solely for convenience. The date of actual 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 has 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.
                                 By
                                                           J. R. GAUGLER
      [SEAL]                                                 Vice-President.

Attest:
      W. D. RODEMACHER,
            Assistant Secretary.

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

        KENNETH J. LEBLANC
        A. J. JOUBERT
<PAGE>   30

                                       29


                  THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS
                     By
                                                F. C. DOYLE,
        [SEAL]                                    Vice-President.

Attest:
        J. W. PARRA,
                  ASSISTANT CASHIER.

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

        KENNETH J. LEBLANC
        A. J. JOUBERT
<PAGE>   31


                                       30

STATE OF LOUISIANA
PARISH OF ORLEANS

         BE IT KNOWN, That on this 25th day of June, 1952, before me the
undersigned, a Notary Public in and for said Parish and State, duly qualified
and commissioned as such, personally appeared J. R. Gaugler, a Vice-President
and W. D. Rodemacher, an Assistant 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 Kenneth
J. Leblanc and A. J. Joubert, witnesses of lawful age and domicile, and of me,
said Notary Public.

Witness:
      KENNETH J. LEBLANC                          J. R. GAUGLER,
      A. J. JOUBERT                                         VICE-PRESIDENT.
                                                  W. D. RODEMACHER,
                                                     ASSISTANT SECRETARY.

                                              CARL J. SCHUMACHER. JR.,
      [SEAL]                                                NOTARY PUBLIC.
            My Commission expires at death or on removal from Office.

<PAGE>   32


                                       31

STATE OF LOUISIANA
PARISH OF ORLEANS

BE IT KNOWN, That on this 25th day of June, 1952, before me the undersigned, a
Notary Public in and for said Parish and State duly qualified and commissioned
as such, personally appeared F. C. Doyle, a Vice-President, and J. W. Parra 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 Kenneth
J. Leblanc and A. J. Joubert, witnesses of lawful age and domicile, and of me,
said Notary Public.

Witness:
      KENNETH J. LEBLANC                                   F. C. DOYLE,
      A. J. JOUBERT                                           VICE-PRESIDENT.

                                                           J. W. PARRA,
                                                           ASSISTANT CASHIER.

                                                  CARL J. SCHUMACHER, JR.,
      [SEAL]                                                     NOTARY PUBLIC.
           My Commission expires at death or on removal from, Office.



<PAGE>   33


                                       32


         United States Internal Revenue documentary tax stamps, required in
connection with the issuance of $4,000,000 principal amount of Central Louisiana
Electric Company, Inc. First Mortgage Bonds, Series D, 3 3/4%, due June 1, 1982,
have been affixed to a counterpart of the Indenture of Mortgage dated as of July
1, 1950, which is in our possession, and cancelled.

           THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS, AS TRUSTEE,
               By
                                                  F. C. DOYLE,
                                                      Vice President.