<PAGE>

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

                                                                     EXHIBIT 4.1

                                CLECO POWER LLC

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

                                       TO

                              THE BANK OF NEW YORK

                     (Successor to Bankers Trust Company),

                                   as Trustee

                                 ______________

                         FOURTH SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2002

                                 ______________

                          Supplementing the Indenture

                          dated as of October 1, 1988


================================================================================
<PAGE>

          FOURTH SUPPLEMENTAL INDENTURE, dated as of February 1, 2002, between
CLECO POWER LLC (successor to Cleco Utility Group Inc., formerly Central
Louisiana Electric Company, Inc.), a Louisiana limited liability company (the
"Company"), having its principal office at 2030 Donahue Ferry Road, Pineville,
Louisiana 71360-5226, and THE BANK OF NEW YORK (successor to Bankers Trust
Company), a banking corporation duly organized and existing under the laws of
the State of New York, as trustee (the "Trustee"), having its principal
Corporate Trust Office at 101 Barclay Street, Floor 21W, New York, New York
10286 (the "Fourth Supplemental Indenture").

                            RECITALS OF THE COMPANY

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

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

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

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

          The Company executed and delivered to the Trustee a Third Supplemental
Indenture dated as of April 26, 2001 (the "Third Supplemental Indenture") to the
Original Indenture as supplemented and modified by the First Supplemental
Indenture and the Second Supplemental Indenture, providing for the creation and
issue of an additional series of securities as provided therein.

          The Company, in the exercise of the power and authority conferred upon
and reserved to it under the provisions of the Original Indenture, including
Section 901(6) thereof, and pursuant to appropriate resolutions of the Board of
Directors, has duly determined to make, execute and deliver to the Trustee this
Fourth Supplemental Indenture to the Indenture in accordance with Sections 201,
301 and 303 of the Original Indenture in order to establish the

                                       1
<PAGE>

form or terms of, and to provide for the creation and issue of, an additional
series of Securities under the Original Indenture in the aggregate principal
amount of $25,000,000.

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

          NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                             ADDITIONAL DEFINITIONS

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

          For all purposes of this Fourth Supplemental Indenture:

          "Beneficial Owner" has the meaning set forth in Section 5.01 hereof.

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

          "Corporate Trust Office of the Trustee" means the principal office of
     the Trustee located at The Bank of New York, 101 Barclay Street, Floor 21W,
     New York, New York,  10286; telecopier: (212) 896-7294.

          "Covenant Defeasance" has the meaning set forth in Section 6.03
     hereof.

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

          "Defeasance" has the meaning set forth in Section 6.02 hereof.

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

          "Estate Redemption Date" has the meaning set forth in Section 5.02(d)
     hereof.

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

                                       2
<PAGE>

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

          "Holder," as used in this Fourth Supplemental Indenture, means the
     Person in whose name an IQ Note is registered in the Securities Registry.

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

          "Initial Period" has the meaning set forth in Section 5.02(a) hereof.

          "Insurance Agreement" means the Insurance Agreement, dated as of
     February 8, 2001, between the Company and the Insurer, relating to the IQ
     Notes and providing for the issuance of the Policy.

          "Insurance Event of Default" means an "event of default" under the
     Insurance Agreement, as such term is used and defined therein.

          "Insurance Trustee" means The Bank of New York, or any successor
     thereto, as the Insurance Trustee under the Policy.

          "Insurer" means Ambac Assurance Corporation, a Wisconsin-domiciled
     stock insurance company.

          "Interest Payment Dates" means March 1, June 1, September 1 and
     December 1 of each year, commencing on March 1, 2002.

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

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

          "Original Issue Date" means February 8, 2002.

          "Participant(s)" has the meaning set forth in Section 5.01 hereof.

          "Policy" means the financial guaranty insurance policy (Policy No.
     18978BE) issued by the Insurer pursuant to the Insurance Agreement with
     respect to insuring the payment due for principal of and interest on the IQ
     Notes as provided in such policy.

          "Redemption Date" has the meaning set forth in Section 4.01 hereof.

          "Redemption Price" has the meaning set forth in Section 4.02 hereof.

          "Redemption Request" has the meaning set forth in Section 5.02(c)
     hereof.

                                       3
<PAGE>

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

          "Representative" has the meaning set forth in Section 5.02(c) hereof.

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

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

          "Subsequent Period" has the meaning set forth in Section 5.02(a)
     hereof.

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

                                  ARTICLE TWO

                ESTABLISHMENT OF 6.125% INSURED QUARTERLY NOTES

        Section 2.01. Title of the Securities. The title of the Securities
established by this Fourth Supplemental Indenture shall be "6.125% Insured
Quarterly Notes due March 1, 2017" of the Company (the "IQ Notes").

        Section 2.02. Limitation on Aggregate Principal Amount. The aggregate
principal amount of the IQ Notes shall be limited to $25,000,000; provided,
however, that the authorized aggregate principal amount may in the future be
increased pursuant to the provisions of the Indenture.

        Section 2.03. Stated Maturity. The IQ Notes shall mature and the
principal amount thereof shall be due and payable, together with all accrued and
unpaid interest thereon, on March 1, 2017 (the "Stated Maturity").

        Section 2.04. Interest and Interest Rates.

                (a) Each IQ Note shall bear interest at the rate of 6.125% per
        annum, from and including the immediately preceding Interest Payment
        Date to which interest has been paid or duly provided for (or from, and
        including, the Original Issue Date if no interest has been paid or duly
        provided for), to, but excluding, the Maturity Date. The initial date on
        which interest will be paid for the IQ Notes will be March 1, 2002 and
        the payment on such date will include all accrued interest from the
        Original Issue Date.

                (b) The amount of interest payable for any period shall be
        computed on the basis of a 360-day year of twelve 30-day months. The
        amount of interest payable for any partial period shall be computed on
        the basis of a 360-day year of twelve 30-day months and the days elapsed
        in any partial month. In the event that any date on which interest is
        payable on an IQ Note is not a Business Day, then payment of the
        interest payable on such date will be made on the next succeeding day
        which is a Business Day (and without

                                       4
<PAGE>

        any interest or other payment in respect of any such delay) with the
        same force and effect as if made on the date the payment was originally
        payable.

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

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

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

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

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

                                       5
<PAGE>

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

        Section 2.08. Form of Securities. The IQ Notes will be issuable only in
fully registered form, without coupons. The IQ Notes shall be issuable in whole
or in part in the form of one or more Global Securities registered in the name
of the Depositary or its nominee. Global Securities shall not be deemed to be
temporary Securities in global form for purposes of Section 304 of the Original
Indenture. Beneficial Owners of interests in Global Securities representing the
IQ Notes will not be considered the Holder thereof for any purpose of the
Indenture. Except as may otherwise be provided in an Officers' Certificate or
Company Order subsequently delivered to the Trustee, the IQ Notes will be
issuable in denominations of $1,000 or any amount in excess thereof that is an
integral multiple of $1,000.

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

        Section 2.09. Global Securities.

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

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

                    "Unless this certificate is presented by an authorized
        representative of The Depository Trust Company, a New York corporation,
        to the issuer hereof or its agent for registration of transfer,
        exchange, or payment, and any certificate issued is registered in the
        name of Cede & Co. or in such other name as is requested by an
        authorized

                                       6
<PAGE>

        representative of The Depository Trust Company (and any payment is made
        to Cede & Co. or to such other entity as is requested by an authorized
        representative of The Depository Trust Company), ANY TRANSFER, PLEDGE,
        OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
        WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
        interest herein."

                (b) Unless and until it is exchanged in whole or in part for one
        or more IQ Notes in certificated form (each a "Certificated Note"), a
        Global Security representing all or a portion of the IQ Notes may not be
        transferred except as a whole (i) by the Depositary to a nominee of such
        Depositary, (ii) by a nominee of such Depositary to such Depositary or
        another nominee of such Depositary or (iii) by such Depositary or any
        such nominee to a successor Depositary or a nominee of such successor
        Depositary. Certificated Notes may be presented for registration of
        transfer or exchange at the office or agency provided for in the
        Indenture, as supplemented and amended.

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

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

                (e) Except as may be otherwise provided in an Officers'
        Certificate or Company Order subsequently delivered to the Trustee and
        except as specifically provided in Section 2.09(c) or 2.09(d) hereof,
        interests in the IQ Notes represented by a Global Security will not be
        exchangeable for and will otherwise not be issuable in the form of
        Certificated Notes. Upon the occurrence in respect of any Global
        Security of any one or more of the conditions specified in Section
        2.09(c) or 2.09(d) hereof or as may otherwise be provided in an
        Officers' Certificate or Company Order subsequently delivered to the
        Trustee, such Global Security shall be cancelled by the Trustee and
        Certificated Notes issued in exchange for a Global Security shall be
        registered in such names and in such authorized denominations as the
        Depositary for such Global Security, pursuant to instructions from its
        direct or indirect Participants or otherwise, shall instruct the
        Trustee. Unless otherwise specified in such instructions, the Trustee
        shall deliver such Certificated Notes to the Persons in which names such
        Certificated Notes are so registered. If the

                                       7
<PAGE>

        Certificated Notes are so delivered, the Company may make such changes
        to the form of such IQ Notes as are necessary or appropriate to allow
        for the issuance of such Certificated Notes. Notwithstanding any other
        provision of the Indenture, unless otherwise provided in an Officers'
        Certificate or Company Order subsequently delivered to the Trustee, any
        IQ Note authenticated and delivered upon registration of transfer of, or
        in exchange for, or in lieu of, any Global Security shall also be a
        Global Security and shall bear the legends specified in Section 2.09(a)
        hereof, except for any transfer of a Global Security pursuant to this
        Section 2.09.

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

        Section 2.11. Additional Events of Default. The occurrence and
continuance of an Insurance Event of Default shall also constitute an Event of
Default with respect to the IQ Notes. If the Insurer waives the Insurance Event
of Default or if such Insurance Event of Default is cured, then such Insurance
Event of Default shall not constitute an Event of Default under the Indenture.

        Section 2.12. Transfer. No service charge will be made for the
registration of transfer or exchange of IQ Notes; provided, however, that the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange.

        The Company shall not be required (a) to issue, register the transfer of
or exchange any IQ Notes except to the Insurer during a period beginning at the
opening of business fifteen (15) days before the day of the mailing of a notice
pursuant to Section 1104 of the Original Indenture identifying the certificate
numbers of the IQ Notes to be called for redemption, and ending at the close of
business on the day of the mailing, or (b) to register the transfer of or
exchange any IQ Notes theretofore selected for redemption in whole or in part,
except the unredeemed portion of any IQ Note redeemed in part.

                                 ARTICLE THREE

                    FINANCIAL GUARANTY INSURANCE PROVISIONS

        Section 3.01. Consent of Insurer in Addition to Holder Consent. Unless
otherwise provided herein, the Insurer's consent shall be required, in addition
to any consent of the Holders, if any, for the following purposes: (1) execution
and delivery of any supplemental indenture which effects an amendment,
modification or change to the IQ Notes or any amendment, supplement or change to
or modification to the Insurer's rights hereunder; (2) removal of the Trustee
and selection and appointment of any successor trustee; and (3) initiation or
approval of any action that is not described in clause (1) or (2) above but
which requires the consent of the Holders of the IQ Notes under the Indenture.

        Section 3.02. Insurer Enforcement of Holder Rights and Remedies. The
Insurer shall be entitled (i) to control and direct the enforcement of all
rights and remedies granted to the Holders of IQ Notes (excluding any such
rights and remedies granted pursuant to Article Five hereof) or

                                       8
<PAGE>

to the Trustee for the benefit of such Holders under the Indenture, including,
without limitation, (x) the right to accelerate the principal of such IQ Notes
as provided in Section 3.03 below, and (y) the right to rescind and annul any
such declaration of acceleration and (ii) to approve on behalf of the Holders
any waiver of a past default as provided under Section 513 of the Original
Indenture.

        Section 3.03. Acceleration Rights. Upon the occurrence and continuance
of an Event of Default with respect to the IQ Notes, the Trustee may, with the
consent of the Insurer, and shall, at the direction of the Insurer or not less
than 25% of the Holders with the consent of the Insurer, by written notice to
the Company and the Insurer, declare the principal of the IQ Notes to be
immediately due and payable, whereupon that portion of the principal of the IQ
Notes thereby coming due and the interest thereon accrued to the date of payment
shall, without further action, become and be immediately due and payable.

        Section 3.04. Notice. The Company shall furnish to the Insurer (to the
attention of the Surveillance Department, unless otherwise indicated):

                (a) as soon as practicable after the filing with the Securities
        and Exchange Commission thereof, a copy of any financial statement of
        the Company and a copy of any audit and annual report of the Company;

                (b) such additional information as the Insurer may reasonably
        request; and

                (c) a copy of any notice to be given to the Holders of the IQ
        Notes, including, without limitation, notice of any redemption of or
        defeasance of the IQ Notes;

and to the attention of the General Counsel's Office;

                (a) notice of any failure of the Company to provide relevant
        notices or certificates relative to the IQ Notes; and

                (b) notwithstanding any other provision herein, notice if at any
        time there are insufficient moneys to make any payments of principal
        and/or interest as required and immediately upon the occurrence of any
        Event of Default under the IQ Notes.

        Section 3.05. Disclosure and Access. The Company will permit the Insurer
to discuss the affairs, finances and accounts of the Company with appropriate
officers of the Company at any reasonable time. In addition, the Trustee will
permit the Insurer to have access to and to make copies of all books and records
relating to the IQ Notes at any reasonable time. The Insurer will keep all such
information confidential and will use such information solely for purposes of
monitoring its responsibilities with respect to the IQ Notes.

        Section 3.06. Policy Payment Procedures. The Company and the Trustee
agree to comply with the following:

                (a) At least one (1) Business Day prior to each Interest Payment
        Date or the Stated Maturity, the Trustee will determine whether it holds
        or will hold on the applicable Interest Payment Date sufficient funds
        for the payment of the principal of and/or interest

                                       9
<PAGE>

        on the IQ Notes due on such Interest Payment Date or the Stated
        Maturity, as the case may be. If the Trustee determines that there will
        be insufficient funds available, the Trustee shall so notify the
        Insurer. Such notice shall specify the amount of the anticipated
        deficiency, the IQ Notes to which such deficiency is applicable and
        whether such deficiency will be as to principal or interest, or both. If
        the Trustee has so notified the Insurer at least one (1) Business Day
        prior to the relevant Interest Payment Date or the Stated Maturity, the
        Insurer will make payments of principal and/or interest due on the
        relevant IQ Notes on or before the first (1st) Business Day next
        following the date on which the Insurer shall have received such notice
        of nonpayment from the Trustee.

                (b) With respect to notices of nonpayment of interest and/or
        principal applicable to all of the IQ Notes, the Trustee shall, after
        giving notice to the Insurer as provided in Section 3.06(a) above, make
        available to the Insurer and, at the Insurer's direction, to the
        Insurance Trustee, the Security Register maintained by the Trustee and
        all records relating to the IQ Notes maintained under the Indenture.

                (c) The Trustee shall provide the Insurer and the Insurance
        Trustee with a list of Holders entitled to receive principal and/or
        interest payments from the Insurer under the terms of the Policy and
        shall make arrangements with the Insurance Trustee (i) to mail checks or
        drafts to the Holders entitled to receive full or partial interest
        payments from the Insurer and (ii) to pay principal upon IQ Notes
        surrendered to the Insurance Trustee by the Holders entitled to receive
        full or partial principal payments from the Insurer.

                (d) The Trustee shall, at the time it provides notice to the
        Insurer pursuant to Section 3.06(a) above, notify the Holders entitled
        to receive the payment of principal and/or interest thereon from the
        Insurer (i) as to the fact of such entitlement, (ii) that the Insurer
        will remit to them all or a part of the interest payments due for
        payment upon proof of Holder entitlement to such interest payments and
        delivery to the Insurance Trustee, in form reasonably satisfactory to
        the Insurance Trustee, of an appropriate assignment of the Holder's
        right to such payments, (iii) that in order to receive full payment of
        principal from the Insurer, they must surrender their IQ Notes (along
        with an appropriate instrument of assignment in form reasonably
        satisfactory to the Insurance Trustee to permit ownership of such IQ
        Notes to be registered in the name of the Insurer) for payment to the
        Insurance Trustee, and not the Trustee, and (iv) that in order to
        receive partial payment of principal from the Insurer, they must
        surrender their IQ Notes for payment thereon first to the Trustee, who
        shall note on such IQ Notes the portion of the principal paid by the
        Trustee and then, along with an appropriate instrument of assignment in
        form reasonably satisfactory to the Insurance Trustee, to the Insurance
        Trustee, which will then pay the unpaid portion of principal.

                (e) In the event that the Trustee has notice that any payment of
        principal of or interest on an IQ Note which has become Due for Payment
        (as defined in the Policy) and which is made to a Holder by or on behalf
        of the Company has been deemed a preferential transfer and theretofore
        recovered from its Holder owner pursuant to the United States Bankruptcy
        Code by a trustee in bankruptcy in accordance with a final,
        nonappealable order of a court having competent jurisdiction, the
        Trustee shall, at the

                                       10
<PAGE>

        time the Insurer is notified pursuant to Section 3.06(a) above, notify
        all Holders that in the event that any Holder's payment is so recovered,
        such Holder will be entitled to payment from the Insurer to the extent
        of such recovery if sufficient funds are not otherwise available, and
        the Trustee shall furnish to the Insurer its records evidencing the
        payments of principal of and interest on the IQ Notes which have been
        made by the Trustee and subsequently recovered from Holders and the
        dates on which such payments were made.

                (f) In addition to those rights granted the Insurer under this
        Fourth Supplemental Indenture, the Insurer shall, to the extent it makes
        payment of principal of or interest on IQ Notes, become subrogated to
        the rights of the recipients of such payments in accordance with the
        terms of the Policy, and to evidence such subrogation (i) in the case of
        subrogation as to claims for past due interest, the Trustee shall note
        the Insurer's rights as subrogee on the Security Register upon receipt
        from the Insurer of proof of the payment of interest thereon to the
        Holders, and (ii) in the case of subrogation as to claims for past due
        principal, the Trustee shall note the Insurer's rights as subrogee on
        the Security Register upon surrender of the IQ Notes by the Holders
        thereof together with proof of the payment of principal thereof.


        Section 3.07. Application of Term "Outstanding" to IQ Notes.
Notwithstanding Article Six hereof or anything herein to the contrary, in the
event that the principal and/or interest due on the IQ Notes shall be paid by
the Insurer pursuant to the Policy, the IQ Notes shall remain Outstanding for
all purposes of the Indenture, as supplemented and modified, not be defeased or
otherwise satisfied and not be considered paid by the Company, and the
assignment and pledge of the Indenture, and all covenants, agreements and other
obligations of the Company to the Holders shall continue to exist and shall run
to the benefit of the Insurer, and the Insurer shall be subrogated to the rights
of such Holders to the extent of each such payment.

        Section 3.08. Insurer as Third Party Beneficiary. To the extent that
this Fourth Supplemental Indenture confers upon or gives or grants to the
Insurer any right, remedy or claim under or by reason of this Fourth
Supplemental Indenture, the Insurer is hereby explicitly recognized as being a
third-party beneficiary hereunder and may enforce any such right, remedy or
claim conferred, given or granted hereunder.

        Section 3.09. Special Rules Regarding Trustee.

                (a) The Trustee may be removed pursuant to Section 610 of the
        Original Indenture only with the consent of the Insurer, which consent
        shall not be unreasonably withheld.

                (b) The Insurer shall receive prior written notice from the
        Company of the resignation of any Trustee.

                (c) Every successor trustee with respect to the IQ Notes
        appointed pursuant to Section 610 of the Original Indenture shall be a
        trust company or bank in good standing having a reported capital and
        surplus of not less than $75,000,000, and otherwise meeting the
        eligibility requirements set forth in Section 310 of the Trust Indenture
        Act of 1939, as

                                       11
<PAGE>

        amended. Any such successor Trustee shall be reasonably acceptable to
        the Insurer. Any successor Paying Agent, if applicable, shall not be
        appointed unless the Insurer approves such successor in writing, such
        approval not to be unreasonably withheld. Notwithstanding any other
        provision of the Indenture, if a successor Trustee with respect to the
        IQ Notes has not been accepted by the Insurer within thirty (30) days
        after a written notice of removal or resignation has been delivered to
        the Company, the Trustee may petition a court of competent jurisdiction
        at the expense of the Company to appoint a successor trustee with
        respect to the IQ Notes.

                (d) Notwithstanding any other provision of this Fourth
        Supplemental Indenture, in determining whether the rights of the Holders
        will be adversely affected by any action taken pursuant to the terms and
        provisions of this Fourth Supplemental Indenture, the Trustee (or Paying
        Agent) shall consider the effect on such Holders as if there were no
        Policy with respect to such series.

        Section 3.10. Concerning the Financial Guaranty Provisions. The
provisions of this Article Three shall apply to the IQ Notes notwithstanding
anything in the Indenture to the contrary, but only so long as the Policy is in
full force and effect and the Insurer is not in default thereunder.

        Section 3.11. Payment Certification. Upon the making of timely payments
by the Company of the premium for the Policy in respect of the period from and
after March 1, 2005, the Company shall, within five (5) days of making any such
payment, certify to the Trustee that such payment has been made.

                                 ARTICLE FOUR

                      OPTIONAL REDEMPTION OF THE IQ NOTES

        Section 4.01. Redemption Date. The Company shall have the right to
redeem the IQ Notes, in whole or in part, without premium, from time to time, on
any date (each such date being hereinafter referred to as a "Redemption Date")
that is on or after March 1, 2005. The redeemed IQ Notes will cease to bear
interest as of the Redemption Date unless the Company has not punctually paid,
or duly provided for, any interest on the Redemption Date. If such interest as
is due remains outstanding on the Redemption Date, the principal amount of the
IQ Notes so called for redemption will continue to bear interest at the rate
indicated on the face of the IQ Note until paid.

        Section 4.02. Redemption Price. The Company shall have the right to
redeem the IQ Notes, in whole or in part, without premium, at a price equal to
100% of the principal amount thereof to be redeemed plus accrued and unpaid
interest on the principal amount redeemed, if any, to, but excluding, the
Redemption Date (the "Redemption Price").

        Section 4.03. Partial Redemption. If the IQ Notes are redeemed in part
pursuant to this Article Four, the IQ Notes shall be redeemed pro rata or by lot
or by any other method that the Trustee deems fair and appropriate. Such
partially redeemed IQ Notes shall be surrendered at any office or agency of the
Company maintained for that purpose pursuant to Section 1002 of the

                                       12
<PAGE>

Original Indenture, initially the Corporate Trust Office of the Trustee, with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his or her attorney duly authorized in
writing, and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder, without charge, a new Registered Security of authorized
denominations for the principal amount for the unredeemed portion pursuant to
Section 1107 of the Original Indenture.

        Section 4.04. Notice of Optional Redemption. If the Company elects to
exercise its right to redeem all or some of the IQ Notes pursuant to this
Article Four, the Company or, at the Company's request, the Trustee, shall mail
a written notice of such redemption to each Holder of any IQ Note that is to be
redeemed not less than thirty (30) days nor more than sixty (60) days prior to
the Redemption Date.

        Section 4.05. No Limitation on Purchase of IQ Notes by the Company.
Subject to the foregoing and to applicable law (including, without limitation,
United States federal securities laws), the Company and its affiliates may, at
any time and from time to time, purchase outstanding IQ Notes by tender, in the
open market or by private agreement.

                                 ARTICLE FIVE

              RIGHT OF REDEMPTION UPON DEATH OF A BENEFICIAL OWNER

        Section 5.01. Beneficial Owner. For purposes of this Article Five, a
"Beneficial Owner" means the Person who has the right to sell, transfer or
otherwise dispose of an interest in an IQ Note and the right to receive the
proceeds therefrom, as well as the interest and principal payable to the Holder
thereof. In general, a determination of beneficial ownership in the IQ Notes
will be subject to the rules, regulations and procedures governing the
Depositary and institutions that have accounts with the Depositary or a nominee
thereof ("Participants").

        Section 5.02. Optional Redemption Upon Death of Beneficial Owner.

                (a) Unless the IQ Notes have been declared due and payable prior
        to the Stated Maturity by reason of an Event of Default or have been
        previously redeemed or otherwise repaid, the Representative (as
        hereinafter defined) of a deceased Beneficial Owner of IQ Notes has the
        right to request redemption of all or part of his or her interest,
        expressed in integral multiples of $1,000 principal amount, in the IQ
        Notes for payment prior to the Stated Maturity, and the Company will
        redeem the same, subject to the limitations that the Company will not be
        obligated to redeem, during the period from the Original Issue Date
        through and including March 1, 2003 (the "Initial Period"), and during
        any twelve-month period which ends on and includes each March 1
        thereafter (each such twelve-month period being hereinafter referred to
        as a "Subsequent Period"), (i) on behalf of a deceased Beneficial Owner,
        any interest in the IQ Notes which exceeds the principal amount of
        $25,000 or (ii) interests in the IQ Notes in an aggregate principal
        amount exceeding $500,000 for all representatives requesting redemption
        upon the death of Beneficial Owners.

                                       13
<PAGE>

                (b) The Company may, at its sole discretion, redeem interests of
        any or all deceased Beneficial Owners in excess of the $25,000
        limitation or the aggregate $500,000 limitation in the Initial Period or
        in any Subsequent Period. If the Company chooses to redeem interests of:

                (i)  any deceased Beneficial Owner in excess of the $25,000
                     limitation, such redemption, to the extent it exceeds the
                     $25,000 limitation for any deceased Beneficial Owner, will
                     not be included in the computation of the $500,000
                     aggregate limitation for the IQ Notes for the Initial
                     Period or the applicable Subsequent Period, as the case may
                     be, or for any succeeding Subsequent Period; and/or

                (ii) one or more deceased Beneficial Owners in excess of the
                     $500,000 aggregate limitation, such redemption, to the
                     extent it exceeds the $500,000 aggregate limitation, will
                     not reduce the $500,000 aggregate limitation for any
                     Subsequent Period.

        Upon any determination by the Company to redeem IQ Notes in excess of
        the $25,000 limitation or the $500,000 aggregate limitation, such IQ
        Notes will be redeemed in the order of the receipt of Redemption
        Requests (as hereinafter defined) by the Trustee.

                (c) A Beneficial Owner's personal representative or other Person
        authorized to represent the estate of a deceased Beneficial Owner of an
        interest in an IQ Note or a surviving joint tenant(s) or tenant(s) by
        the entirety who has the right to sell, transfer or otherwise dispose of
        an interest in an IQ Note and who has the right to receive the proceeds
        from an IQ Note, as well as the interest and principal payable to the
        Holder (a "Representative"), may initiate a request for redemption at
        any time and in any principal amount in integral multiples of $1,000 (a
        "Redemption Request"). A Redemption Request of an interest in the IQ
        Notes shall be made by delivering a request to (i) the Depositary, in
        the case of a Participant who is the Beneficial Owner of such interest,
        or (ii) to the Participant, through whom the deceased Beneficial Owner
        owned such interest, in form satisfactory to the Participant, together
        with (i) evidence of the death of the Beneficial Owner, (ii) evidence of
        the authority of the Representative satisfactory to the Participant, and
        (iii) any waivers, notices or certificates as may be required under
        applicable state or federal law and such other evidence of the right to
        such redemption as the Participant shall require. The request shall
        specify the principal amount of the interest in the IQ Notes to be
        redeemed, which amount shall be in integral multiples of $1,000. Subject
        to the rules, regulations, procedures or other arrangements of or
        applicable to the Depositary, the Participant will then deliver to the
        Depositary a Redemption Request substantially in the form attached
        hereto as Exhibit B; on receipt of such a Redemption Request, it is the
        customary procedure of the Depositary to forward such Redemption Request
        to the Trustee.

                The Trustee shall maintain records with respect to the
        Redemption Requests it receives, including the date of receipt, the name
        of the Participant filing the Redemption Request and the status of each
        Redemption Request with respect to the $25,000 limitation and the
        $500,000 aggregate limitation. The Trustee shall immediately file with
        the

                                       14
<PAGE>

        Company each Redemption Request it receives, together with the
        information regarding the eligibility of the Redemption Request with
        respect to the $25,000 limitation and the $500,000 aggregate limitation.
        The Company, the Depositary and the Trustee may conclusively assume,
        without independent investigation, that the statements contained in each
        Redemption Request are true and correct and shall have no responsibility
        for reviewing any documents submitted to the Participant by the
        Representative or for determining whether the applicable decedent is, in
        fact, the Beneficial Owner of the interest in the IQ Notes to be
        redeemed or is, in fact, deceased and for determining whether the
        Representative is duly authorized to request redemption on behalf of the
        applicable Beneficial Owner.

                (d) Subject to the $25,000 limitation and the $500,000 aggregate
        limitation, the Company shall, after the death of any Beneficial Owner,
        redeem the interest of such Beneficial Owner in the IQ Notes on a date
        that is within sixty (60) days following the receipt by the Company of a
        Redemption Request from the Trustee (the "Estate Redemption Date"). If
        the Redemption Requests exceed the aggregate principal amount of
        interest in IQ Notes required to be redeemed during the Initial Period
        or during any Subsequent Period, then the excess Redemption Requests
        will be applied in the order received by the Trustee to successive
        Subsequent Periods, regardless of the number of Subsequent Periods
        required to redeem such interests. In addition, the Company may, at any
        time, notify the Trustee that the Company shall redeem all or any lesser
        amount of IQ Notes for which Redemption Requests have been received but
        that are not then eligible for redemption by reason of the $25,000
        limitation or the $500,000 aggregate limitation. Such IQ Notes will be
        redeemed on a date not less than thirty (30) nor more than sixty (60)
        days after the date such notice by the Company is received by the
        Trustee, and the Company will redeem such interest in the IQ Notes in
        the order of receipt of Redemption Requests by the Trustee.

                (e) The price to be paid by the Company for interests in the IQ
        Notes to be redeemed pursuant to a Redemption Request from a deceased
        Beneficial Owner's Representative is 100% of the principal amount
        thereof plus any accrued but unpaid interest on the amount of IQ Notes
        to be redeemed to, but excluding, the Estate Redemption Date. Subject to
        arrangements with the Depositary, payment for interests in the IQ Notes
        to be redeemed shall be made to the Depositary in the aggregate
        principal amount specified in the Redemption Requests submitted to the
        Trustee by the Depositary that are to be fulfilled in connection with
        such payment upon presentation of the IQ Notes to the Trustee for
        redemption. Any acquisition of IQ Notes by the Company other than by
        redemption at the option of any Representative of a deceased Beneficial
        Owner pursuant to this Article Five shall not be included in the
        computation of either the $25,000 limitation or the applicable $500,000
        aggregate limitation for the Initial Period or for any Subsequent
        Period.

                (f) For purposes of this Article Five, an interest in an IQ Note
        held in tenancy by the entirety, joint tenancy or by tenants in common
        will be deemed to be held by a single Beneficial Owner and the death of
        a tenant by the entirety, joint tenant or tenant in common will be
        deemed the death of a Beneficial Owner. The death of a Person, who,
        during his or her lifetime, was entitled to substantially all of the
        rights of a Beneficial

                                       15
<PAGE>

        Owner of an interest in the IQ Notes will be deemed the death of the
        Beneficial Owner, regardless of the recordation of such interest on the
        records of the Participant, if such rights can be established to the
        satisfaction of the Participant. Such interests shall be deemed to exist
        in typical cases of nominee ownership, ownership under the Uniform Gifts
        to Minors Act or the Uniform Transfers to Minors Act, community property
        or other similar joint ownership arrangements, including individual
        retirement accounts or Keogh [H.R. 10] plans maintained solely by or for
        the decedent or by or for the decedent and any spouse, and trust and
        certain other arrangements where one Person has substantially all of the
        rights of a Beneficial Owner during such Person's lifetime.

                (g) In the case of any Redemption Request which is presented
        pursuant to this Article Five and which has not been fulfilled at the
        time the Company gives notice of its election to redeem IQ Notes
        pursuant to Article Four hereof, such interest or portion thereof shall
        not be subject to redemption pursuant to such Article Four, but shall
        remain subject to redemption pursuant to this Article Five.

                (h) Subject to the provisions of subsection (g) hereof, any
        Redemption Request may be withdrawn by the Person presenting the same
        upon delivery of a written request for such withdrawal which such Person
        causes to be given by the Participant on behalf of such Persons to the
        Depositary and by the Depositary (subject, in each case, to the rules,
        regulations or procedures of or applicable to the Participant or the
        Depositary) to the Trustee and by the Trustee to the Company not less
        than thirty (30) days prior to the expected date of payment of the
        Redemption Price relating to the Redemption Request.

                (i) During any time in which the IQ Notes are not represented by
        a Global Security and are issued in definitive form, all references in
        this Article Five to Participants and the Depositary, including the
        rules, regulations and procedures of or applicable to the Participants
        or the Depositary, will be deemed deleted, all determinations described
        as being made by the Participants in this Article Five shall be made by
        the Company (including, without limitation, determining whether the
        applicable decedent is in fact the Beneficial Owner of the interest in
        the IQ Notes to be redeemed or is in fact deceased and whether the
        Representative is duly authorized to request redemption on behalf of the
        applicable Beneficial Owner), and all Redemption Requests, to be
        effective, must be (i) delivered by the Representative to the Trustee,
        with a copy to the Company, (ii) be in the form of a Redemption Request
        (with appropriate changes to reflect the fact that the Redemption
        Request is being executed by a Representative) and (iii) be accompanied
        by the IQ Note that is the subject of the Redemption Request, in
        addition to all documents that are otherwise required to accompany a
        Redemption Request.

                                  ARTICLE SIX

                       DEFEASANCE AND COVENANT DEFEASANCE

        Section 6.01. Election by Company. Subject to Section 3.07, the Company
may elect, at its option at any time, to have Section 6.02 or 6.03 hereof
applied to any or all of the IQ Notes,

                                       16
<PAGE>

upon compliance with the conditions set forth below in this Article Six. Any
such election shall be evidenced by a Board Resolution or in another manner
contemplated by the Indenture, as supplemented hereby, with respect to such IQ
Notes.

        Section 6.02. Defeasance. Upon the Company's exercise of its option to
have this Section 6.02 applied to any IQ Notes, the Company shall be deemed to
have been discharged from its obligations with respect to such IQ Notes as
provided in this Article Six on and after the date the conditions set forth in
Section 6.04 hereof are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such IQ Notes and to have
satisfied all its other obligations under such IQ Notes and the Indenture,
insofar as such IQ Notes are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following, which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of such IQ Notes to receive, solely from
the trust fund described in Section 6.04 hereof and as more fully set forth in
such section, payments in respect of the principal of and interest on such IQ
Notes when payments are due, (b) the Company's obligations with respect to such
IQ Notes under Sections 304, 305, 306, 1002 and 1003 of the Original Indenture,
(c) the rights, powers, trusts, duties and immunities of the Trustee under the
Indenture and (d) this Article Six. Subject to compliance with this Article Six
the Company may exercise its option to have this Section 6.02 applied to any IQ
Notes notwithstanding the prior exercise of its option to have Section 6.03
hereof applied to such IQ Notes.

        Section 6.03. Covenant Defeasance. Upon the Company's exercise of its
option to have this Section 6.03 applied to any IQ Notes, (a) the Company shall
be released from its obligations under Article Eight of the Original Indenture,
Sections 1007 and 1009 of the Original Indenture and any covenants for the
benefit of the Holders of such IQ Notes provided pursuant to Sections 301(17),
Section 901(2) and 901(6) of the Original Indenture and (b) the occurrence of
any event specified in Sections 501(4) (with respect to Article Eight of the
Original Indenture, Sections 1007, 1009 and/or to any such covenants provided
pursuant to Sections 301(17), 901(2) or 901(6)), and 501(8) of the Original
Indenture shall be deemed not to be or result in an Event of Default, in each
case with respect to such IQ Notes as provided in this Section 6.03 on and after
the date the conditions set forth in Section 6.04 hereof are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such IQ Notes, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified section (to the extent so specified
in the case of Section 501(4) of the Original Indenture), whether directly or
indirectly by reason of any reference elsewhere in the Indenture or herein to
any such section or by reason of any reference in any such section to any other
provision in the Indenture, herein or in any other document, but the remainder
of the Indenture, as supplemented hereby, and such IQ Notes shall be unaffected
thereby.

        Section 6.04. Conditions for Defeasance or Covenant Defeasance of IQ
Notes. The following shall be the conditions to the application of Section 6.02
or Section 6.03 hereof to any IQ Notes:

                                       17
<PAGE>

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

                (b) In the event of an election to have Section 6.02 hereof
        apply to any IQ Notes, the Company shall have delivered to the Trustee
        an Opinion of Counsel stating that (1) the Company has received from, or
        there has been published by, the Internal Revenue Service a ruling or
        (2) since the date of this Fourth Supplemental Indenture, there has been
        a change in the applicable federal income tax law, in either case (1) or
        (2) to the effect that, and based thereon such opinion shall confirm
        that, the Holders of such IQ Notes will not recognize gain or loss for
        federal income tax purposes as a result of the deposit, Defeasance and
        discharge to be effected with respect to such IQ Notes and will be
        subject to federal income tax on the same amount, in the same manner and
        at the same times as would be the case if such deposit, Defeasance and
        discharge were not to occur.

                (c) In the event of an election to have Section 6.03 hereof
        apply to any IQ Notes, the Company shall have delivered to the Trustee
        an Opinion of Counsel to the effect that the Holders of such IQ Notes
        will not recognize gain or loss for federal income tax purposes as a
        result of the deposit and Covenant Defeasance to be effected with
        respect to such IQ Notes and will be subject to federal income tax on
        the same amount, in

                                       18
<PAGE>

        the same manner and at the same times as would be the case if such
        deposit and Covenant Defeasance were not to occur.

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

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

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

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

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

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

        Section 6.05. Acknowledgement of Defeasance. Subject to Section 6.07
below and after the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent referred to in Section 6.04 hereof, as the case may be, relating to
the defeasance or satisfaction and discharge of the Indenture, have been
complied with, the Trustee upon request of the Company shall acknowledge in
writing the defeasance or the satisfaction and discharge, as the case may be, of
the Indenture, and the discharge of the Company's obligations under the
Indenture.

        Section 6.06. Trustee Obligations. Subject to the provisions of the last
paragraph of Section 1003 of the Original Indenture, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 6.07 hereof, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 6.04 hereof in respect of any
IQ Notes shall be held in trust and applied by the Trustee, in accordance with
the provisions of such IQ Notes and the Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such IQ Notes,
of all sums due and to become due thereon in respect of principal and interest,
but

                                       19
<PAGE>

money so held in trust need not be segregated from other funds except to the
extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 6.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding IQ Notes.

          Anything in this Article Six to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 6.04 hereof with respect to any IQ Notes which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such IQ
Notes.

        Section 6.07. Reinstatement of IQ Note Obligations. If the Trustee or
the Paying Agent is unable to apply any money in accordance with this Article
Six with respect to any IQ Notes by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under the Indenture, and such IQ Notes from
which the Company has been discharged or released pursuant to Section 6.02 or
6.03 hereof shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Six with respect to such IQ Notes, until such time as
the Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to Section 6.06 hereof with respect to such IQ Notes in accordance with
this Article Six; provided, however, that if the Company makes any payment of
principal of or interest on any such IQ Note following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such IQ Notes to receive such payment from the money so held in
trust.

                                 ARTICLE SEVEN

                                 MISCELLANEOUS

        Section 7.01. As supplemented by this Fourth Supplemental Indenture, the
Indenture shall be read, taken and construed as one and the same instrument.

        Section 7.02. Except as expressly set forth in this Fourth Supplemental
Indenture, the Trustee assumes no duties, responsibilities or liabilities by
reason of this Fourth Supplemental Indenture, other than as set forth in the
Indenture, as fully as if said terms and conditions were herein set forth at
length.

        Section 7.03. This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which, when so executed and delivered, shall be
an original; but such counterparts shall together constitute one and the same
instrument.

                                       20
<PAGE>

        Section 7.04. This Fourth Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such state.

        Section 7.05. The dating of this Fourth Supplemental Indenture as of
February 1, 2002, is intended as and for the convenient identification of this
Fourth Supplemental Indenture and is not intended to indicate that this Fourth
Supplemental Indenture was executed and delivered on said date, this Fourth
Supplemental Indenture being executed and effective on the dates of the
respective acknowledgments hereto attached.

                                       21
<PAGE>

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

                                    CLECO POWER LLC

[SEAL]

                                    By:
                                       -----------------------------
                                       Kathleen F. Nolen
                                       Treasurer
ATTEST:



-------------------------------------------------
Michael P. Prudhomme
Secretary

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



-------------------------------------------------
Name:




-------------------------------------------------
Name:


                      [Signatures continued on next page.]
<PAGE>

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


                                    THE BANK OF NEW YORK, as Trustee


                                    By:
                                       ---------------------------------------
                                    Name:
                                    Title:

ATTEST:



-------------------------------------------------
Name:
Title:


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




-------------------------------------------------
Name:




-------------------------------------------------
Name:
<PAGE>

STATE OF LOUISIANA

PARISH OF ____________________

          BE IT KNOWN, that on this ___ day of February, 2002, before me, the
undersigned authority, duly commissioned, qualified and sworn within and for the
State and Parish aforesaid, personally came and appeared:

               1.  Kathleen F. Nolen

               2.  Michael P. Prudhomme

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

                              1.
                                    -------------------------------------------
                                    Kathleen F. Nolen
                                    Treasurer



                              2.
                                    -------------------------------------------
                                    Michael P. Prudhomme
                                    Secretary
WITNESSES:


_____________________________

_____________________________

                    ________________________________________
                                 Notary Public
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

          BE IT KNOWN, that on this ___ day of February, 2002, before me, the
undersigned authority, duly commissioned, qualified and sworn within and for the
State and County aforesaid, personally came and appeared:

               1. _________________________

               2. _________________________

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


                              1.
                                    -------------------------------------------
                                    Name:
                                    Title:



                              2.
                                    -------------------------------------------
                                    Name:
                                    Title:
WITNESSES:


_____________________________

_____________________________

                    ________________________________________
                                 Notary Public
<PAGE>

                                   EXHIBIT A

                     FORM OF 6.125% INSURED QUARTERLY NOTE
<PAGE>

                           [FORM OF FACE OF IQ NOTE]

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

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


NO. ___                                                    CUSIP NO. 185508 AA 6

                                CLECO POWER LLC
                         6.125% INSURED QUARTERLY NOTE
                               DUE MARCH 1, 2017
<TABLE>
<S>                             <C>
Principal Amount:               $25,000,000

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

Original Issue Date:            February 8, 2002

Stated Maturity:                March 1, 2017

Interest Payment Dates:         March 1, June 1, September 1 and December 1,
                                commencing March 1, 2002

Interest Rate:                  6.125% per annum

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

Initial Redemption Date:        March 1, 2005
</TABLE>
<PAGE>

          Cleco Power LLC, a Louisiana limited liability company (the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to
______________________________, or registered assigns, the principal sum of
TWENTY-FIVE MILLION DOLLARS ($25,000,000) on the Stated Maturity shown above (or
upon any earlier date of redemption or acceleration of maturity) (each such date
being hereinafter referred to as the "Maturity Date") and to pay interest
thereon, from and including the immediately preceding Interest Payment Date to
which interest has been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided for), to, but
excluding, the Maturity Date, quarterly in arrears on each Interest Payment Date
as specified above, commencing on March 1, 2002 at the rate per annum shown
above until the principal hereof is paid or made available for payment and on
any overdue principal and on any overdue installment of interest.  Capitalized
terms used herein shall have the meanings specified in the Indenture or the
Fourth Supplemental Indenture (each as defined on the reverse hereof), as the
case may be.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name this 6.125%
Insured Quarterly Note due March 1, 2017 (this "IQ Note," and collectively, the
"IQ Notes") is registered at the close of business on the applicable Regular
Record Date, except that interest payable on the Maturity Date as provided
herein shall be paid to the Holder to whom principal is payable in accordance
with Section 2.05 of the Fourth Supplemental Indenture.  Any such interest not
so punctually paid or duly provided for ("Defaulted Interest") shall forthwith
cease to be payable to the Holder hereof on such Regular Record Date and may be
paid by the Company, at its election in each case (i) in accordance with the
provisions of Section 307 (1) of the Indenture to the Person in whose name this
IQ Note is registered at the close of business on a Special Record Date or (ii)
be paid in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system, if any, on which the IQ Notes
may be listed or traded, and upon such notice as may be required by such
exchange or quotation system, if, after notice is given by the Company to the
Trustee of the proposed payment pursuant to clause 2.04(c)(ii) of the Fourth
Supplemental Indenture, such payment shall be deemed practicable by the Trustee,
all as more fully provided in the Indenture.

          Interest payments on this IQ Note will include interest accrued to,
but excluding, the respective Interest Payment Dates or the Maturity Date.
Interest payments for this IQ Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months.  The amount of interest payable for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the days elapsed in any partial month.  In the event that any date on
which interest is payable on this IQ Note is not a Business Day (as defined
below), then payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) with the same force and effect as if made
on the date the payment was originally payable.  A `Business Day,' means any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York.

          The Trustee shall initially serve as the Paying Agent for the IQ
Notes.  Payment of the principal of and any interest on this IQ Note due on the
Maturity Date shall be made in
<PAGE>

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

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

          Financial Guaranty Insurance Policy No. 18978BE (the "Policy") with
respect to payments due for principal of and interest on this IQ Note has been
issued by Ambac Assurance Corporation (the "Insurer").  The Policy has been
delivered to The Bank of New York, as the insurance trustee (the "Insurance
Trustee") under said Policy, and will be held by such Insurance Trustee or any
successor insurance trustee.  The Policy is on file and available for inspection
at the principal office of the Insurance Trustee and a copy thereof may be
secured from the Insurer or the Insurance Trustee.  All payments required to be
made under the Policy shall be made in accordance with the provisions thereof.
The owner of this IQ Note acknowledges and consents to the subrogation rights of
the Insurer as more fully set forth in the Policy.

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

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

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

Dated: __________ ___, 2____

                                    CLECO POWER LLC



                                    By:
                                       -----------------------------------
                                       Name:
                                       Title:


(Seal of CLECO POWER LLC appears here)


Attest:



--------------------------------------
Name:
Title:



                         CERTIFICATE OF AUTHENTICATION

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

                                    The Bank of New York, as Trustee


                                    By:
                                       -------------------------------------
                                       Authorized Signatory



                                      30
<PAGE>

                          [FORM OF REVERSE OF IQ NOTE]

          This IQ Note is one of a duly authorized issue of IQ Notes of the
Company, issued and issuable in one or more series under the Indenture, dated as
of October 1, 1988 (as previously and hereby supplemented and amended, the
"Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures incidental thereto reference is hereby made
for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the IQ
Notes issued thereunder and of the terms upon which said IQ Notes are, and are
to be, authenticated and delivered.  This IQ Note is designated on the face
hereof as 6.125% Insured Quarterly Notes due March 1, 2017 (the "IQ Notes") in
the aggregate principal amount of $25,000,000; provided, however, that the
authorized aggregate principal amount may in the future be increased pursuant to
the provisions of the Indenture.

          The Company shall have the right, subject to the terms and conditions
of the Fourth Supplemental Indenture, dated as of February 1, 2002, between the
Company and the Trustee (the "Fourth Supplemental Indenture"), to redeem this IQ
Note, in whole or in part, without premium, from time to time on any date (each
such date being hereinafter referred to as a "Redemption Date") that is on or
after March 1, 2005 at a price equal to 100% of the principal amount to be
redeemed plus accrued and unpaid interest on the principal amount redeemed, if
any, to, but excluding the Redemption Date (the "Redemption Price"), on written
notice given to the Holder hereof (in accordance with the provisions of the
Indenture) not less than thirty (30) days nor more than sixty (60) days prior to
the Redemption Date.

          In the event of redemption of this IQ Note in part only, a new IQ Note
or IQ Notes for the unredeemed portion will be issued in the name of the Holder
hereof upon the surrender hereof pursuant to the terms of Section 4.03 of the
Fourth Supplemental Indenture.  The IQ Notes will not have a sinking fund.

          Unless this IQ Note has been declared due and payable prior to the
Stated Maturity by reason of an Event of Default or has been previously redeemed
or otherwise repaid, the Representative (as defined below) of a deceased
Beneficial Owner (as defined below) of this IQ Note has the right to request,
using the form as substantially set forth as Exhibit B to the Fourth
Supplemental Indenture, the redemption of all or part of his or her interest,
expressed in integral multiples of $1,000 principal amount (a "Redemption
Request"), in this IQ Note for payment prior to the Stated Maturity, and the
Company will redeem the same, subject to the limitations that the Company will
not be obligated to redeem, during the period from the Original Issue Date
through and including March 1, 2003 (the "Initial Period"), and during any
twelve-month period which ends on and includes each March 1 thereafter (each
such twelve-month period being hereinafter referred to as a "Subsequent
Period"), (i) on behalf of a deceased Beneficial Owner, any interest in the IQ
Notes which exceeds the principal amount of $25,000 or (ii) interests in the IQ
Notes in an aggregate principal amount exceeding $500,000 for all
representatives requesting redemption upon the death of Beneficial Owners.  The
price to be paid by the Company for an interest in this IQ Note to be redeemed
pursuant to a Redemption

                                      31
<PAGE>

Request from a deceased Beneficial Owner's Representative is 100% of the
principal amount thereof plus any accrued but unpaid interest on the amount of
this IQ Note to be redeemed to, but excluding, the date that is within sixty
(60) days following the receipt by the Company of a Redemption Request from the
Trustee (the "Estate Redemption Date"). As used herein, "Representative" means
the personal representative or other Person authorized to represent the estate
of a deceased Beneficial Owner of an interest in this IQ Note or a surviving
joint tenant(s) or tenant(s) by the entirety who has the right to sell, transfer
or otherwise dispose of an interest in this IQ Note and who has the right to
receive the proceeds from this IQ Note, as well as the interest and principal
payable to the Holder of this IQ Note. As used herein, a "Beneficial Owner"
means the Person who has the right to sell, transfer or otherwise dispose of an
interest in this IQ Note and the right to receive the proceeds herefrom, as well
as the interest and principal payable to the Holder hereof. In general, a
determination of beneficial ownership in the IQ Notes will be subject to the
rules, regulations and procedures governing the Depositary and institutions that
have accounts with the Depositary or a nominee thereof ("Participants").

          If an Event of Default with respect to the IQ Notes shall occur and be
continuing, the principal of this IQ Note may, and in certain cases shall, be
declared due and payable in the manner, with the effect and subject to, the
conditions provided in the Indenture.  So long as the Insurer is not in default
under the Policy, the Insurer shall be entitled to control and direct the
enforcement of all rights and remedies granted to the Holders of IQ Notes or to
the Trustee for the benefit of such Holders under the Indenture, other than the
rights of the Representatives referred to in the preceding paragraph.

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

          If an Event of Default shall occur and be continuing under the
Indenture, the principal of the IQ Notes may be accelerated in the manner and
with the effect provided in the Indenture.

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

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the IQ Notes at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Outstanding IQ Notes affected thereby and the consent of the
Insurer, provided the Insurer is not in default under the Policy.  Specifically,
unless otherwise provided herein and so long as the Insurer is not in default
under the Policy, the Insurer's consent shall be required, in addition to any
consent of the Holders, if any, for any action requiring the consent of the
Holders of the IQ Notes, including, but not limited to, (1) the execution and
delivery of any supplemental indenture which effects an amendment, modification
or change to the IQ Notes or any amendment, supplement or change to or
modification to the Insurer's rights under the Fourth Supplemental Indenture and
(2) the

                                      32
<PAGE>

removal of the Trustee and selection and appointment of any successor trustee.
The Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Outstanding IQ Notes, on behalf of the Holders of all
such IQ Notes, and with the consent of the Insurer, to waive compliance by the
Company with certain provisions of the Indenture. Furthermore, provisions in the
Indenture permit the Holders of a majority in principal amount of the
Outstanding IQ Notes, with the consent of the Insurer, in certain instances, to
waive, on behalf of all of the Holders of IQ Notes, certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this IQ Note and the Insurer shall be conclusive and binding upon such Holder
and upon all future Holders of this IQ Note and other IQ Notes issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this IQ Note.

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

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

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

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

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

                                      33
<PAGE>

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

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

                                      34
<PAGE>

[If not Global Security, insert --

                                 ABBREVIATIONS

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

TEN COM                     -    as tenants in common
TEN ENT                     -    as tenants by the entireties
JT TEN                      -    as joint tenants with right of survivorship
                                 and not as tenants in common
UNIF GIFT MIN ACT           -    ______ Custodian _________
                                 (Cust)            (Minor)

                                 Under Uniform Gifts to Minors Act

                                 ----------------------------------
                                              (State)

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



                                      35
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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


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


--------------------------------------------------------------------------------
This IQ Note and all rights thereunder hereby irrevocably constituting and
appointing


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

Dated:

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

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

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



                                      36
<PAGE>

                                   EXHIBIT B

                           FORM OF REDEMPTION REQUEST








                                      37
<PAGE>

                                CLECO POWER LLC

       6.125% INSURED QUARTERLY NOTES DUE MARCH 1, 2017 (THE "IQ NOTES")

                             CUSIP NO.  185508 AA 6

          The undersigned,                        (the "Participant"), does
hereby certify, pursuant to the provisions of that certain Indenture dated as of
October 1, 1988, as amended, modified or supplemented from time to time (the
"Indenture"), between Cleco Power LLC (as successor to Cleco Utility Group Inc.)
(the "Issuer") and The Bank of New York (as successor to Bankers Trust Company),
as trustee (the "Trustee"), to The Depository Trust Company (the "Depository"),
to the Issuer and to the Trustee that:

     1. [Name of deceased Beneficial Owner] is deceased.

     2. [Name of deceased Beneficial Owner] had a $               interest in
        the above referenced IQ Notes.

     3. [Name of Representative] is [Beneficial Owner's personal
        representative/other person authorized to represent the estate of the
        Beneficial Owner/surviving joint tenant/surviving tenant by the
        entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and
        has delivered to the undersigned a request for redemption in form
        satisfactory to the undersigned, requesting that $             principal
        amount of said IQ Notes be redeemed pursuant to said Indenture. The
        documents accompanying such request, all of which are in proper form,
        are in all respects satisfactory to the undersigned and [Name of
        Representative] is entitled to have the IQ Notes to which this
        redemption request relates redeemed.

     4. The Participant holds the interest in the IQ Notes with respect to which
        this redemption request is being made on behalf of [Name of deceased
        Beneficial Owner].

     5. The Participant hereby certifies that it will indemnify and hold
        harmless the Depository, the Trustee and the Issuer (including their
        respective officers, directors, agents, attorneys and employees),
        against all damages, loss, cost, expense (including reasonable
        attorneys' and accountants' fees), obligations, claims or liability
        incurred by the indemnified party or parties as a result of or in
        connection with the redemption of IQ Notes to which this redemption
        request relates. The Participant will, at the request of the Issuer,
        forward to the Issuer a copy of the documents submitted by [Name of
        Representative] in support of the request for redemption.

          IN WITNESS WHEREOF, the undersigned has executed this redemption
request as of                      ,        .

                                 [PARTICIPANT NAME]

                                 By:
                                    ------------------------------------
                                 Name:
                                      ----------------------------------
                                 Title:
                                       ---------------------------------

                                      38