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                                                                     EXHIBIT 4.1

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                                CLECO POWER LLC

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

                                       TO

                              THE BANK OF NEW YORK

                     (Successor to Bankers Trust Company),

                                   as Trustee

                                 ______________

                          FIFTH SUPPLEMENTAL INDENTURE

                            DATED AS OF MAY 1, 2002

                                 ______________

                          Supplementing the Indenture

                          dated as of October 1, 1988


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          FIFTH SUPPLEMENTAL INDENTURE, dated as of May 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 "Fifth
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 executed and delivered to the Trustee a Fourth
Supplemental Indenture dated as of February 1, 2002 (the "Fourth Supplemental
Indenture") to the Original Indenture as supplemented and modified by the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, providing for the creation and issue of an additional
series of securities as provided therein.

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          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
Fifth Supplemental Indenture to the Indenture in accordance with Sections 201,
301 and 303 of the Original Indenture in order to establish the form or terms
of, and to provide for the creation and issue of, an additional series of
Securities under the Original Indenture in the aggregate principal amount of
$50,000,000.

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

          NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

          For and in consideration of the premises and of the covenants
contained in the Indenture and in this Fifth 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 Fifth Supplemental Indenture:

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

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

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

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

          "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 Fifth 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
     May 9, 2002, 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 September 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 May 9, 2002.

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

          "Policy" means the financial guaranty insurance policy (Policy No.
     19461BE) 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.

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          "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.

          "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 6.05% INSURED QUARTERLY NOTES

     Section 2.01. Title of the Securities. The title of the Securities
established by this Fifth Supplemental Indenture shall be "6.05% Insured
Quarterly Notes due June 1, 2012" 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 $50,000,000; 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 June 1, 2012 (the "Stated Maturity").

     Section 2.04.  Interest and Interest Rates.

          (a) Each IQ Note shall bear interest at the rate of 6.05% 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 September 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

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     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 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

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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.

     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 Fifth 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."

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

          (b) Unless and until it is exchanged in whole or in part for one or
     more 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

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     authorized denominations as the Depositary for such Global Security,
     pursuant to instructions from its direct or indirect Participants or
     otherwise, shall instruct the Trustee. Unless otherwise specified in such
     instructions, the Trustee shall deliver such Certificated Notes to the
     Persons in which names such Certificated Notes are so registered. If the
     Certificated Notes are so delivered, the Company may make such changes to
     the form of such 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.

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     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 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:

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          (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 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

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     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 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 Fifth
     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
Fifth Supplemental Indenture confers upon or gives or grants to the Insurer any
right, remedy or claim under or by reason of this Fifth 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.

                                       11
<PAGE>

          (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 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 Fifth 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 Fifth 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 June 1, 2004, 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 June 1, 2004. 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").

                                       12
<PAGE>

     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 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 June 1, 2003
     (the "Initial Period"), and during any twelve-month period which ends on
     and includes each June 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

                                       13
<PAGE>

principal amount of $25,000 or (ii) interests in the IQ Notes in an aggregate
principal amount exceeding $1,000,000 for all representatives requesting
redemption upon the death of Beneficial Owners.

     (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 $1,000,000 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 $1,000,000 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 $1,000,000
           aggregate limitation, such redemption, to the extent it exceeds the
           $1,000,000 aggregate limitation, will not reduce the $1,000,000
           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 $1,000,000 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.

                                       14
<PAGE>

     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 $1,000,000 aggregate limitation. The Trustee
shall immediately file with the 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 $1,000,000 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 $1,000,000 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 $1,000,000
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 $1,000,000 aggregate limitation for the Initial Period or for any
Subsequent Period.

                                       15
<PAGE>

     (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 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.

                                       16
<PAGE>

                                  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, 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.

                                       17
<PAGE>

     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:

          (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 Fifth 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.

                                       18
<PAGE>

          (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 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

                                       19
<PAGE>

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

                                       20
<PAGE>

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

     Section 7.04.  This Fifth 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 Fifth Supplemental Indenture as of May 1,
2002, is intended as and for the convenient identification of this Fifth
Supplemental Indenture and is not intended to indicate that this Fifth
Supplemental Indenture was executed and delivered on said date, this Fifth
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 Fifth 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:
                                       -------------------------------------
                                       Dilek Samil
                                       Senior Vice President of Finance and
                                       Chief Financial Officer
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.]

                                       22
<PAGE>

     IN WITNESS WHEREOF, the Trustee has caused this Fifth 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:

                                       23
<PAGE>

STATE OF LOUISIANA

PARISH OF ____________________

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


                            1.  Dilek Samil


                            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 Senior Vice
President of Finance and Chief Financial Officer and (2) the Secretary of Cleco
Power LLC (the "Company"); that the seal impressed beside their respective
signatures on the foregoing Fifth 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.    ____________________________________
                                    Dilek Samil
                                    Senior Vice President of Finance and
                                    Chief Financial Officer



                              2.    ____________________________________
                                    Michael P. Prudhomme
                                    Secretary
WITNESSES:


_____________________________

_____________________________


                    ________________________________________
                                 Notary Public

                                       24
<PAGE>

STATE OF NEW YORK

COUNTY OF _____________

          BE IT KNOWN, that on this ___ day of May, 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

                                       25
<PAGE>

                                   EXHIBIT A

                      FORM OF 6.05% INSURED QUARTERLY NOTE

                                       26
<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 AB 4

                                CLECO POWER LLC
                          6.05% INSURED QUARTERLY NOTE
                                DUE JUNE 1, 2012

Principal Amount:           $50,000,000

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

Original Issue Date:        May 9, 2002

Stated Maturity:            June 1, 2012

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

Interest Rate:              6.05% per annum

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

Initial Redemption Date:    June 1, 2004

                                       27
<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
FIFTY MILLION DOLLARS ($50,000,000) 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 September 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
Fifth 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 6.05%
Insured Quarterly Note due June 1, 2012 (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 Fifth 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 Fifth
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

                                       28
<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. 19461BE (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.

                                       29
<PAGE>

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

Dated: __________ ___, 2___

                                    CLECO POWER LLC



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


(Seal of CLECO POWER LLC appears here)


Attest:


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



                         CERTIFICATE OF AUTHENTICATION

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

Dated: __________ ___, 2___

                                    THE BANK OF NEW YORK, as Trustee


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

                                       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 6.05% Insured Quarterly Notes due June 1, 2012 (the "IQ Notes") in the
aggregate principal amount of $50,000,000; 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 Fifth Supplemental Indenture, dated as of May 1, 2002, between the
Company and the Trustee (the "Fifth 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 June 1, 2004 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
Fifth 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 Fifth 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
June 1, 2003 (the "Initial Period"), and during any twelve-month period which
ends on and includes each June 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 $1,000,000 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 Request from

                                       31
<PAGE>

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 Fifth 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 Fifth 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 Fifth 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

        6.05% INSURED QUARTERLY NOTES DUE JUNE 1, 2012 (THE "IQ NOTES")

                             CUSIP NO. 185508 AB 4

          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