**Exhibit 4.3**

 

 

 

**FIFTY-FIFTHSUPPLEMENTALINDENTURE**

 

**TO**

 

**INDENTURE DATED SEPTEMBER 1,1939**

 

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**PSI ENERGY, INC**.

 

**(FORMERLY NAMED “PUBLIC SERVICECOMPANY OF INDIANA, INC.” ANDSUCCESSOR BY CONSOLIDATION TO PUBLIC SERVICE COMPANY OF INDIANA)**

 

**TO**

 

**LASALLE BANK NATIONAL ASSOCIATIONAS TRUSTEE**

** **

(**FORMERLY NAMED “LASALLE NATIONAL BANK”AND THESUCCESSOR TRUSTEE TO THE FIRST NATIONAL BANK OF CHICAGO)**

 

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**DATED AS OF FEBRUARY 15, 2003**

 

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**CREATING FIRST MORTGAGE BONDS,SERIES  HHH, DUE APRIL 1, 2022**

 

**AND**

 

**OTHERWISE SUPPLEMENTING AND AMENDINGTHE INDENTURE**

 

 

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**TABLE OF CONTENTS**

 
| PARTIES:         |                                                                                                                                                                                   |
|------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             | Company (PSI  Energy, Inc. formerly named Public Service Company of Indiana, Inc.,  successor by consolidation to Initial Mortgagor (Public Service Company of  Indiana)), and Trustee |
|             |                                                                                                                                                                                   |   |
| RECITALS:        |                                                                                                                                                                                   |
|             | Indenture of the  Initial Mortgagor, dated September 1, 1939, and First Supplemental  Indenture thereto of the Initial Mortgagor, dated as of March 1, 1941                  |
|             | Consolidation of  Initial Mortgagor (and four other companies) into the Company                                                                                                        |
|             | Execution by  Company of Second Supplemental Indenture to the original Indenture                                                                                                       |
|             | Company  substituted for Initial Mortgagor under Indenture                                                                                                                             |
|             | Execution by  Company of Third through the Fifty-Fourth Supplemental Indentures to the  original Indenture                                                                             |
|             | LaSalle Bank  National Association, successor to original Trustee                                                                                                                      |
|             | Change of name  of Company from Public Service Company of Indiana, Inc. to PSI Energy, Inc.                                                                                            |
|             | Amount of bonds  presently outstanding under the Indenture                                                                                                                             |
|             | Fifty-Fifth  Supplemental Indenture and Bonds of Series HHH authorized                                                                                                                 |
|             | Conditions  precedent performed                                                                                                                                                        |
|             |                                                                                                                                                                                   |   |
| EXECUTING CLAUSE |                                                                                                                                                                                   |

 

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| ARTICLE I.                                            |
|------------------------------------------------------------|
|                                                       |
| CONVEYANCE IN FURTHER ASSURANCE                            |
| GRANTING CLAUSE                                            |   |
| DESCRIPTION OF PROPERTY                                    |   |
|                                                       | FIRST – Real  estate in Butler County, Ohio |
|                                                       | SECOND – Real  estate in Henry County, Indiana |
|                                                       | THIRD – Real  estate in White County, Indiana |
| AFTER ACQUIRED PROPERTY                                    |   |
| GRANT IN TRUST                                             |   |
|                                                       |   |
| ARTICLE II.                                           |
|                                                       |
| FIRST MORTGAGE BONDS, SERIES HHH, DUE  APRIL 1, 2022. |
|                                                       |
| *Section 1.*                                          | Creation  and designation of Bonds of Series HHH |
| *Section 2.*                                          | Bonds  of Series HHH to be in registered form only |
|                                                       | Form of face of  the Series HHH Bond |
|                                                       | Form of  reverse of the Series HHH Bond and Trustee’s certificate |
| *Section 3.*                                          | Date  of Bonds of Series HHH |
| *Section 4.*                                          | Maturity  dates and interest rates of Bonds of Series HHH |
| *Section 5.*                                          | Place  and manner of payment of Bonds of Series HHH |
| *Section 6.*                                          | Denominations  and numbering of definitive Bonds of Series HHH |
|                                                       | Temporary  Bonds of Series HHH and exchange thereof for definitive bonds |
| *Section 7.*                                          | Maintenance  and Renewal Fund shall not apply to the Bonds of Series HHH |
| *Section 8.*                                          | Inspection  requirements shall not apply to the Bonds of Series HHH |
| *Section 9.*                                          | Company’s  right to further amend the original Indenture |
|                                                       |   |
| ARTICLE III.                                          |
|                                                       |
| ISSUANCE OF BONDS OF SERIES HHH.                           |
|                                                       |
| *Section 1.*                                          | Aggregate  principal amount of Bonds of Series HHH issuable at once |
|                                                            |  |  |  |

 

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| ARTICLE IV.                                                                                                              |
|-------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                          |
| INDENTURE AMENDMENTS.                                                                                                         |
|                                                                                                                          |   |
| *Section 1.*                                                                                                             | Amendments  to Article I of the original Indenture |
| *Section 2.*                                                                                                             | Amendments to Article VII of the  original Indenture |
| *Section 3.*                                                                                                             | No sinking fund for the Bonds of Series HHH |
|                                                                                                                          |   |
| ARTICLE V.                                                                                                               |
|                                                                                                                          |
| CONCERNING THE TRUSTEE.                                                                                                       |
|                                                                                                                          |
| Acceptance  of trust by Trustee                                                                                               |
| Trustee  not responsible for validity or sufficiency of Fifty-Fifth Supplemental  Indenture, etc.                             |
| Terms  and conditions of Article XVII of the original Indenture to be applied  to the Fifty-Fifth Supplemental Indenture |
|                                                                                                                          |
| ARTICLE VI.                                                                                                              |
|                                                                                                                          |
| MISCELLANEOUS PROVISIONS.                                                                                                     |
|                                                                                                                          |
| *Section 1.*                                                                                                             | References in any  article or section of the original Indenture refer to such  article or section as amended by all Fifty-Five Supplemental  Indentures thereto |
| *Section 2.*                                                                                                             | Operation and construction of amendments to  the original Indenture |
| *Section 3.*                                                                                                             | All covenants, etc., for sole benefit of  parties to the Fifty-Fifth Supplemental Indenture and holders of bonds |
| *Section 4.*                                                                                                             | Table of contents and headings of articles  not part of Fifty-Fifth Supplemental Indenture |
| *Section 5.*                                                                                                             | Execution of Fifty-Fifth Supplemental Indenture  in counterparts |
| *Section 6.*                                                                                                             | Payments Due on Legal Holidays |
|                                                                                                                          |   |
| ATTESTATION CLAUSE                                                                                                            |
| SIGNATURES                                                                                                                    |
| ACKNOWLEDGMENT BY COMPANY                                                                                                     |
| ACKNOWLEDGMENT BY TRUSTEE                                                                                                     |

 

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FIFTY-FIFTHSUPPLEMENTAL INDENTURE dated as of the fifteenth day of February, 2003, madeand entered into by and between PSI ENERGY, INC. (hereinafter commonly referredto as the “Company”), a corporation organized and existing under the laws ofthe State of Indiana, formerly named Public Service Company of Indiana, Inc.,and the successor by consolidation to Public Service Company of Indiana, anIndiana corporation, party of the first part, and LASALLE BANK NATIONALASSOCIATION, a national banking association organized and existing under thelaws of the United States and having its office or place of business in theCity of Chicago, State of Illinois, formerly named LaSalle National Bank, andthe successor trustee to The First National Bank of Chicago (hereinaftercommonly referred to as the “Trustee”), party of the second part,

 

WITNESSETH:

 

WHEREAS,Public Service Company of Indiana (hereinafter commonly referred to as the“Initial Mortgagor”), prior to its consolidation with certain othercorporations to form the Company, executed and delivered to the Trustee acertain indenture of mortgage or deed of trust (hereinafter called the“original Indenture” when referred to as existing prior to any amendmentthereto, and the “Indenture” when referred to as heretofore, now or hereafteramended), dated September 1, 1939, and a First Supplemental Indenturethereto, dated as of March 1, 1941, to secure the bonds of the Initial Mortgagor,its successors and assigns, issued from time to time under the Indenture inseries for the purposes of and subject to the limitations specified in theIndenture; and

 

WHEREAS, theCompany on September 6, 1941, became, through a consolidation, thesuccessor of the Initial Mortgagor (and four other companies) and succeeded toall the rights and became liable for all the obligations of the InitialMortgagor (and such other companies); and

 

WHEREAS, aftersaid consolidation, the Company executed and delivered a Second SupplementalIndenture, dated as of November 1, 1941, to the original Indenture for thepurposes, among others, of (i) the making by the Company of an agreement ofassumption and adoption by it of the Indenture, (ii) the assumption by theCompany of the bonds (and interest and premium, if any, thereon) issued or tobe issued under the Indenture, and of all terms, covenants and conditionsbinding upon it under the Indenture, and the agreeing by the Company to pay,perform and fulfill the same, and (iii) the conveying to the Trustee upon thetrusts declared in the Indenture, but subject to any outstanding liens andencumbrances, all the property which the Company then owned or which it mightthereafter acquire, except property of a character similar to the property ofthe Initial Mortgagor which is excluded from the lien of the Indenture; and

 

WHEREAS, allconditions have been met and all acts and things necessary have been done andperformed to make the Indenture the valid and binding agreement of the Companyand to substitute the Company for the Initial Mortgagor under the Indenture,and to vest the Company with each and every right and power of the InitialMortgagor, including the right and power to issue bonds thereunder; and

 

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WHEREAS, theCompany has subsequently executed and delivered, for purposes authorized underthe Indenture, a Third Supplemental Indenture dated as of March 1, 1942, aFourth Supplemental Indenture dated as of May 1, 1943, a FifthSupplemental Indenture dated as of August 1, 1944, a Sixth SupplementalIndenture dated as of September 1, 1945, a Seventh Supplemental Indenturedated as of November 1, 1947, an Eighth Supplemental Indenture dated as ofJanuary 1, 1949, a Ninth Supplemental Indenture dated as of May 1,1950, a Tenth Supplemental Indenture dated as of July 1, 1952, an EleventhSupplemental Indenture dated as of January 1, 1954, a Twelfth SupplementalIndenture dated as of October 1, 1957, a Thirteenth Supplemental Indenturedated as of February 1, 1959, a Fourteenth Supplemental Indenture dated asof July 15, 1960, a Fifteenth Supplemental Indenture dated as ofJune 15, 1964, a Sixteenth Supplemental Indenture dated as ofJanuary 1, 1969, a Seventeenth Supplemental Indenture dated as ofMarch 1, 1970, an Eighteenth Supplemental Indenture dated as ofJanuary 1, 1971, a Nineteenth Supplemental Indenture dated as ofJanuary 1, 1972, a Twentieth Supplemental Indenture dated as ofFebruary 1, 1974, a Twenty-First Supplemental Indenture dated as ofAugust 1, 1974, a Twenty-Second Supplemental Indenture dated as ofAugust 1, 1975, a Twenty-Third Supplemental Indenture dated as ofJanuary 1, 1977, a Twenty-Fourth Supplemental Indenture dated as ofOctober 1, 1977, a Twenty-Fifth Supplemental Indenture dated as ofSeptember 1, 1978, a Twenty-Sixth Supplemental Indenture dated as ofSeptember 1, 1978, a Twenty-Seventh Supplemental Indenture dated as ofMarch 1, 1979, a Twenty-Eighth Supplemental Indenture dated as of May 1,1979, a Twenty-Ninth Supplemental Indenture dated as of March 1, 1980, aThirtieth Supplemental Indenture dated as of August 1, 1980, aThirty-First Supplemental Indenture dated as of February 1, 1981, aThirty-Second Supplemental Indenture dated as of August 1, 1981, aThirty-Third Supplemental Indenture dated as of December 1, 1981, aThirty-Fourth Supplemental Indenture dated as of December 1, 1982, aThirty-Fifth Supplemental Indenture dated as of March 30, 1984, aThirty-Sixth Supplemental Indenture dated as of November 15, 1984, aThirty-Seventh Supplemental Indenture dated as of August 15, 1985, aThirty-Eighth Supplemental Indenture dated as of October 1, 1986, aThirty-Ninth Supplemental Indenture dated as of March 15, 1987, a FortiethSupplemental Indenture dated as of June 1, 1987, a Forty-FirstSupplemental Indenture dated as of June 15, 1988, a Forty-SecondSupplemental Indenture dated as of August 1, 1988, a Forty-ThirdSupplemental Indenture dated as of September 15, 1989, a Forty-FourthSupplemental Indenture dated as of March 15, 1990, a Forty-FifthSupplemental Indenture dated as of March 15, 1990, a Forty-SixthSupplemental Indenture dated as of June 1, 1990, a Forty-SeventhSupplemental Indenture dated as of July 15, 1991, a Forty-EighthSupplemental Indenture dated as of July 15, 1992, a Forty-NinthSupplemental Indenture dated as of February 15, 1993, a FiftiethSupplemental Indenture dated as of February 15, 1993, a Fifty-FirstSupplemental Indenture dated as of February 1, 1994, a Fifty-Second SupplementalIndenture dated as of April 30, 1999, a Fifty-Third Supplemental Indenturedated as of June 15, 2001, and a Fifty-Fourth Supplemental Indenture datedas of September 1, 2002, each supplementing and amending the Indenture;and

 

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WHEREAS, the Thirty-FifthSupplemental Indenture authorized and appointed LaSalle Bank NationalAssociation, a national banking association duly organized and existing underthe law of the United States of America with its principal office in Chicago,Illinois and formerly named LaSalle National Bank, as Successor Trustee to TheFirst National Bank of Chicago, which appointment was accepted, and all trustpowers under the Indenture were thereby transferred from The First NationalBank of Chicago to LaSalle Bank National Association; and

 

WHEREAS, the Forty-SixthSupplemental Indenture amended the Indenture to reflect a change in the name ofthe Company from Public Service Company of Indiana, Inc. to PSI Energy, Inc.effective as of April 20, 1990; and

 

WHEREAS, as ofFebruary 15, 2003, the only bonds that have been heretofore issued underthe Indenture which are now outstanding are $300,000,000 aggregate principalamount of “PSI Energy, Inc. First Mortgage Bonds, Series VV, Due July 15,2026” and $545,000,000 aggregate principal amount of “PSI Energy, Inc. FirstMortgage Bonds, Series WW, Due August 15, 2027” and $50,000,000 aggregateprincipal amount of “PSI Energy, Inc. First Mortgage Bonds, Series ZZ, 5 3/4%,Due February 15, 2028” and $30,000,000 aggregate principal amount of “PSIEnergy, Inc. First Mortgage Bonds, Series AAA, 7 1/8%, Due February 1,2024” and $124,665,000 aggregate principal amount of  “PSI Energy, Inc. First Mortgage Bonds, Series BBB, 8%, DueJuly 15, 2009” (such bonds being hereinafter referred to as “Bonds ofSeries BBB”) and $53,055,000 aggregate principal amount of “PSI Energy, Inc.First Mortgage Bonds, Series CCC, 8.85%, Due January 15, 2022” and$38,000,000 aggregate principal amount of “PSI Energy, Inc. First MortgageBonds, Series DDD, 8.31%, Due September 1, 2032” and $325,000,000aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, SeriesEEE, 6.65%, Due June 15, 2006” and $23,000,000 aggregate principal amountof “PSI Energy, Inc. First Mortgage Bonds, Series FFF, Due March 1, 2031”and $24,600,000 aggregate principal amount of “PSI Energy, Inc. First MortgageBonds, Series GGG, Due March 1, 2019”; and

 

WHEREAS, in accordancewith the provisions of Section 1 of Article XVIII of the Indenture,the Board of Directors has authorized the execution and delivery by the Companyof a Fifty-Fifth Supplemental Indenture, substantially in the form of thisFifty-Fifth Supplemental Indenture, for the purpose of creating a fifty-thirdseries of bonds to be issued under the Indenture, to be known as “PSI Energy,Inc. First Mortgage Bonds, Series HHH, Due April 1, 2022” (such series toconsist of a single bond being hereinafter referred to as the “Series HHHBond”), and prescribing the form and substance of the Bonds of Series HHH andthe terms, provisions and characteristics thereof, and for the purpose ofadding to the covenants and agreements of the Company for the protection of thebondholders and of the trust estate and of making such changes in the Indentureas are deemed necessary or desirable and as are permitted by the Indenture; and

 

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WHEREAS, all conditionsand requirements necessary to make this Fifty-Fifth Supplemental Indenture avalid, binding and legal instrument have been done, performed and fulfilled andthe execution and delivery hereof have been in all respects duly authorized:

 

NOW, THEREFORE, inconsideration of the premises, and of the acceptance and purchase of the Bondsof Series HHH by the holders and registered owners thereof, and of the sum ofOne Dollar ($1.00) duly paid by the Trustee to the Company, the receipt whereofis hereby acknowledged, and in accordance with and subject to the terms andprovisions of the Indenture, the Company and the Trustee, respectively, haveentered into, executed and delivered this Fifty-Fifth Supplemental Indenturefor the uses and purposes hereinafter expressed, that is to say:

 

ARTICLE I.

 

CONVEYANCE IN FURTHER ASSURANCE

 

The Company has granted,bargained, sold, transferred, assigned, pledged, mortgaged, warranted the titleto and conveyed, and by these presents does grant, bargain, sell, transfer,assign, pledge, mortgage, warrant the title to and convey (subject, however, topermitted liens as defined in the Indenture), unto said LaSalle Bank NationalAssociation, as Trustee, as herein provided, and its successors in the trustsdeclared in the Indenture and herein, all the property, real, personal andmixed, tangible and intangible, of every kind, character and description whichthe Company has acquired since the execution and delivery of the Forty-SixthSupplemental Indenture and now owns (except property, rights and assets of acharacter similar to the property that is excluded from the lien of theIndenture by subparagraphs (b), (c), (d), (e) and (f) of the excepting clausesof the original Indenture, which property, rights and assets are excluded fromthe lien of the Indenture only to the extent provided therein), including(subject to the exceptions referred to in the immediately precedingparenthetical clause of this sentence) but without otherwise limiting thegenerality of the foregoing, the following described properties:

 

FIRST.   The following real estate in Butler County,Ohio:

 

ITEM 1.  A parcel of land described as follows:

 

Situatein Section 7, Town 1, Range 4, Madison Township, Butler County, Ohio, andbeing more particularly described as follows:

 

Beginningat a set iron pin in the south line of Section 7, said point being in thenorth line of the lands conveyed to Cincinnati Gas and Electric Company by DeedBook 1682 Page 485, Butler County, Ohio Recorder’s Office, said point alsobeing North 89° 58’ 54” West, 1176.81 feet from the southeast corner of saidSection 7; thence continuing along said south line of Section 7 andthe north line of the lands of said

 

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Cincinnati Gas andElectric Company, North 89° 58’ 54” West, passing concrete monuments at 238.53feet and 941.46 feet, a total distance of 946.46 feet to an existing iron pin,said point being witnessed by a concrete monument lying South 00° 20’ 25” West,5.00 feet; thence along the east and north line of the lands conveyed to PhilipMorris Companies by Deed Book 6207 Page 1298, Butler County, Ohio Recorder’sOffice, North 00° 20’ 25” East, 2389.12 feet to an existing iron pin and North87° 11’ 45” West, passing a concrete monument at 5.00 feet, a total distance of1045.20 feet to an existing stone; thence along the west line of the landsconveyed to Dorothy L. Wintersteed by Deed Book 6267 Page 866, Butler County,Ohio Recorder’s Office, North 00° 20’ 25” East, passing a set iron pin at1593.41, a total distance of 1608.42 feet to a point in the centerline ofKennel Road; thence along said centerline, South 87° 44’ 16” East, 75.04 feetto a point; thence leaving said centerline, South 00° 20’ 25” West, passing aset iron pin at 15.01 feet, a total distance of 1534.06 feet to a set iron pin;thence South 87° 11’ 45” East, 1045.20 feet to a set iron pin; thence South 00°20’ 25” West, 1079.75 feet to a set iron pin; thence South 89° 58’ 54” East,871.45 feet to a set iron pin in the west line of the lands conveyed to FirstNational Bank of Southwest Ohio by Deed Book 1722 Page 501, Butler County, OhioRecorder’s Office; thence along said west line, South 00° 20’ 25” West, 1380.79feet to a point of beginning. Containing 36.303 acres of land.

 

Subjectto all legal highways, easements and restrictions of record.

 

SECOND.  The following additional real estate inHenry County, Indiana:

 

ITEM 1.  A parcel of land described as follows:

 

Partof the east half of Section 4, Township 17 North, Range 9 East, HenryCounty, Indiana, bounded and described as follows, to-wit:

 

Beginningat a point on the east line of said Section 4 and in the centerline ofState Road 38, Pendleton Pike, said point being Due North (an assumed bearing)2845.99 feet from the Southeast Corner of said Section; thence along the eastline of said Section 4, passing a set concrete monument at 36.29 feet, DueSouth 400.96 feet to a corner fence post; thence S89o40’54”W, passing a setconcrete monument at 877.07 feet, 892.07 feet to a corner fence post; thenceS00o03’25”E 1052.92 feet to a set iron pin; thence S89o40’54”W 561.24 feet to afence post; thence N00o13’24”E, passing a set concrete monument at 1822.12feet, 1858.37 feet to a point in the centerline of State Road 38; thence withthe centerline of said State Road S74o39’34”E 1498.39 feet to the point ofbeginning, containing 33.542 acres, more or less.

 

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ANDALSO, Out Lot number 1 in the Northwest Quarter of Section 3, Township 17North, Range 9 East; beginning at the Southwest corner of the Northwest Quarterof Section 3, Township 17 North, Range 9 East; thence running North 14rods and 6 links; thence South 70 degrees East 44 rods; thence West 41 rods and3 links to the place of beginning, containing 1.82 acres.

 

THIRD.   The following real estate in White County,Indiana:

 

ITEM 1.  A parcel of land described as follows:

 

Partof the Southeast Quarter (SE1⁄4) of Section 20, Township 25 North, Range 3West, situate in Prairie Township, White County, State of Indiana described asfollows:

 

Commencingat a masonry nail marking the intersection of the centerline of theLafayette-Monticello Road with the north line of the Northeast Quarter (NE1⁄4) ofsaid Section 20; thence south 15 degrees 45 minutes 20 seconds west alongthe centerline of said Road along the east line of a 43.673 acre tract shown inDR 97-03-1238 a distance of 1,356.31 feet to the centerline of CR 1025 South,said point being the northeast corner of land conveyed to Champion Motors ofLafayette, Inc. in DR 96-11-5520; thence south 16 degrees 33 minutes 27 secondswest along the centerline of said Road (passing thru a railroad spike at 21.57feet) a distance of 1,406.28 feet to the intersection of the centerline ofsaid Road with the north line of the Southeast Quarter (SE1⁄4) of saidSection 20; thence south 18 degrees 07 minutes 30 seconds west along thecenterline of said Road a distance of 219.60 feet to the place of beginning ofthis description; thence south 73 degrees 26 minutes 30 seconds east a distanceof 106 feet to a point; thence south 45 degrees 43 minutes 45 seconds east adistance of 405.54 feet to a point on the east line of a 100’ wide Easementconveyed to Indiana Hydro-Electric Power Company in DR K, page 461; thencesouth 30 degrees 03 minutes west along the east line of said Easement a distanceof 576.81 feet to a point on the centerline of said road; thencenorthwestwardly along a curve to the right (R=280.53 feet) a distance of 131.26feet (Chord: north 28 degrees 40 minutes west,130.06 feet) to the point oftangency of said curve; thence north 15 degrees 15 minutes 30 seconds westalong the centerline of said Road a distance of 102.84 feet to the point ofcurvature of a curve to the left; thence along said curve to the left (R=252.04feet) a distance of 70.08 feet (Chord: north 23 degrees 13 minutes 30 secondswest, 69.85 feet) to the point of tangency of said curve; thence north 31degrees 11 minutes 30 seconds west along the centerline of said Road a distanceof 121.61 feet to the point of curvature of a curve to the right; thence alongsaid curve to the right (R=185.16 feet) a distance of 161.52 feet (Chord: north06 degrees 12 minutes west, 156.45 feet) to the point of tangency of saidcurve;

 

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thence north 18 degrees47 minutes 30 seconds east along the centerline of said road a distance of 291feet to the place of beginning of this description.  Containing 4.99 acres of land.

 

TOGETHER with all andsingular the tenements, hereditaments and appurtenances belonging or in any wayappertaining to the aforesaid properties or any part thereof, with thereversion or reversions, remainder and remainders, and subject to theprovisions of the original Indenture and the fifty-five supplemental indenturesthereto, the rents, revenues, issues, earnings, income and profits thereof, andall the estate, right, title, interest and claim whatsoever, in law as well asin equity, which the Company now has or may hereafter acquire in and to theaforesaid properties and every part and parcel thereof.

 

BUT IN TRUST,NEVERTHELESS, for the equal and proportionate benefit and security of theholders and registered owners from time to time of all bonds now or hereafterissued under the Indenture, pursuant to the provisions of the Indenture, andfor the enforcement of the payment of said bonds when payable and theperformance of and compliance with the covenants and conditions of theIndenture, without any preference, distinction or priority as to lien orotherwise of any bond or bonds over any other or others by reason of anydifference in time of the actual issue, sale or negotiation thereof or for anyother reason whatsoever, except as otherwise expressly provided under theIndenture; but so that each and every bond now or hereafter issued under theIndenture shall have the same benefit of the lien of the Indenture, and so thatthe principal of and interest on every such bond shall, subject to the terms ofthe Indenture, be equally and proportionately secured thereby, as if it hadbeen executed, delivered, sold and negotiated simultaneously with the executionand delivery thereof.

 

And it is expresslydeclared that all bonds issued and secured under the Indenture are to beissued, authenticated and delivered, and all premises, plants, property,franchises, permits, rights and interests mortgaged or pledged thereunder areto be dealt with and disposed of under, upon and subject to the terms,conditions, stipulations, covenants, agreements, trusts, uses and purposes ofthe Indenture.

 

ARTICLE II.

 

FIRST MORTGAGE BONDS, SERIESHHH, DUE APRIL 1, 2022

 

*Section 1*.  There is hereby created a fifty-third seriesof bonds to be issued under and secured by the Indenture, to be designated as“PSI Energy, Inc. First Mortgage Bonds, Series HHH, Due April 1, 2022”(such series to consist of a single bond, which shall be the Series HHH Bondhereinbefore referred to).

 

*Section 2*.  The Series HHH Bond shall be issued only inthe form of a separate, single, authenticated, fully registered bond which (i)need not be in the form of a lithographed or engraved certificate, but may betypewritten or printed on ordinary paper

 

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or such paper as the Trustee may reasonably request,(ii) shall represent and be denominated in a principal amount not to exceedthirty-five million dollars ($35,000,000), (iii) shall be executed by theCompany and authenticated by the Trustee in accordance with the provisions ofthe Indenture, and (iv) shall be registered in the name of Ambac AssuranceCorporation, or its permitted assigns (“Ambac”).

 

The Series HHH Bond isbeing issued to Ambac as security for the payment by the Company of itsobligations under the Insurance Agreement, dated as of March 7, 2003,between Ambac and the Company, which was entered into in connection with thedelivery by Ambac of its Financial Guaranty Insurance Policy insuring certainpayments of principal of, and interest on, certain bonds (the “Series 2003 IDFABonds”) to be issued under a Trust Indenture, dated as of February 15,2003, between the Indiana Development Finance Authority (“IDFA”) and FifthThird Bank, Indiana, as trustee.  Theproceeds of the Series 2003 IDFA Bonds will be loaned to the Company pursuantto a Loan Agreement, dated as of February 15, 2003, between IDFA and theCompany.

 

The Series HHH Bond shallbe transferable only as required to effect an assignment thereof to asuccessor-in-interest of Ambac under the applicable Insurance Agreementreferred to hereinabove, provided that the Trustee shall have received noticefrom the Company of such an assignment (which notice the Trustee may rely uponwithout further inquiry).

 

The Series HHH Bond andthe Trustee’s certificate to be endorsed thereon shall be substantially in thefollowing form:

 

 

[THE REMAINDER OF THISPAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

 

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(FORM OF FACE OF THE SERIES HHH BOND)

 

THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TORESTRICTIONS ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATIONPROVISIONS AS SET FORTH BELOW.  INADDITION, THE BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERREDWITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

 

THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TOAMBAC ASSURANCE CORPORATION UNDER THE INSURANCE AGREEMENT DATED AS OFMARCH 7, 2003 BETWEEN AMBAC ASSURANCE CORPORATION AND PSI ENERGY, INC.

 
| No. HHH- | $ |   |
|----------|---|--------|

 

PSI ENERGY, INC.

FIRST MORTGAGE BOND,SERIES HHH,

DUE APRIL 1, 2022

 

PSI Energy, Inc., anIndiana corporation (hereinafter called the “Company”), for value received,hereby promises to pay to AMBAC ASSURANCE CORPORATION, or registered assigns,the principal sum of                                             Dollars ($   ) on the first day ofApril, 2022 and to pay interest on said principal sum, on each Interest Payment Date (hereinbelowdefined), until said principal sum is paid, at the rate from time totime borne by the Indiana Development Finance Authority Environmental RefundingRevenue Bonds, Series 2003 (the “Series 2003 IDFA Bonds”) issued by the IndianaDevelopment Finance Authority (“IDFA”) under a Trust Indenture, dated as ofFebruary 15, 2003, between IDFA and Fifth Third Bank, Indiana, as trustee (the“IDFA Indenture”); provided, however, that in no event shall the rate ofinterest borne by this Bond exceed 13% per annum.  Both the principal of and the interest on this bond shall bepayable in any coin or currency of the United States of America which at thetime of payment is legal tender for the payment of public and private debts atthe office or agency of the Company in Plainfield, Indiana, or, at the optionof the registered owner hereof, at the office or agency of the Company in theBorough of Manhattan, the City of New York, State of New York, except thatinterest on this bond may be paid, at the option of the Company, by check ordraft mailed to the address of the person entitled thereto as it appears on thebooks of the Company maintained for that purpose.

 

This bond is issued toAmbac Assurance Corporation, or its permitted assigns (“Ambac”) as security forthe payment by the Company of its obligations under that certain InsuranceAgreement dated as of March 7, 2003 between the Company and Ambac (the“Insurance Agreement”).  The InsuranceAgreement was entered into in connection with the delivery by Ambac of itsFinancial Guaranty Insurance Policy insuring certain payments of principal of,and interest on, the Series 2003 IDFA Bonds.

 

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The proceeds of the Series 2003 IDFA Bonds have beenloaned to the Company pursuant to a Loan Agreement, dated as ofFebruary 15, 2003, between IDFA and the Company.

 

Notwithstanding any otherprovision of this bond, no principal shall be due and payable on this bondunless and until an Event of Default shall have occurred underSection 4.01 of the Insurance Agreement by reason of a failure by theCompany to pay its obligations under the Insurance Agreement and the Trusteeshall have received notice from Ambac or the Company of such an Event ofDefault (which notice the Trustee may rely upon without further inquiry).  If such an Event of Default under theInsurance Agreement shall occur, it shall be deemed to be a default, forpurposes of the Indenture, in the payment of an amount of principal of thisbond equal to the amount of such unpaid obligation.

 

REFERENCE IS MADE TO THEFURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF.  SUCH FURTHER PROVISIONS SHALL FOR ALLPURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

 

This bond shall not bevalid or become obligatory for any purpose unless and until it shall have beenauthenticated by the execution by the Trustee, or its successor in trust underthe Indenture, of the certificate endorsed hereon.

 

IN WITNESS WHEREOF, PSIEnergy, Inc. has caused this bond to be executed in its name by the manual orfacsimile signature of its President or an Executive Vice President or one ofits Vice Presidents, and its corporate seal or a facsimile thereof to be heretoaffixed and attested by the manual or facsimile signature of its Secretary orone of its Assistant Secretaries.

 

Dated as of:

 
|    | PSI ENERGY, INC. |
|---------|------------------|
|    |             |
|    |             |
|    | By               |   |   |
|    |             |
|    |             | President |
|    |             |
| ATTEST: |             |
|    |             |
|    |             |
|    |             |   |
|    |             |
|    | Secretary        |   |
|         |                  |  |  |  |  |  |

 

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(FORM OF REVERSE OF THE SERIES HHH BOND)

 

This bond is one of thebonds of the Company issued and to be issued from time to time under and inaccordance with and all secured by an indenture of mortgage or deed of trust,dated September 1, 1939, from Public Service Company of Indiana(predecessor of the Company) to The First National Bank of Chicago, as Trustee,to which LaSalle Bank National Association is successor trustee, (whichindenture as amended by all supplemental indentures is hereinafter referred toas the “Indenture”). Said Trustee or its successor in trust under the Indentureis hereinafter sometimes referred to as the “Trustee.” Reference is hereby madeto the Indenture for a description of the property mortgaged and pledged andthe nature and extent of the security for said bonds. By the terms of theIndenture, the bonds secured thereby are issuable in series which may vary asto date, amount, date of maturity, rate of interest and in other respects as inthe Indenture provided.

 

This bond is designatedas “PSI Energy, Inc. First Mortgage Bonds, Series HHH, Due April 1, 2022”(hereinafter referred to as the “Series HHH Bond”) of the Company issued underand secured by the Indenture and created by a Fifty-Fifth SupplementalIndenture, dated as of February 15, 2003 (the “Fifty-Fifth Supplemental Indenture”), which also amends theIndenture.

 

The rights andobligations of the Company and of the bearers and registered owners of bondsmay be modified or amended with the consent of the Company by an affirmativevote of the bearers or registered owners entitled to vote of at leastseventy-five per centum (75%) in principal amount of the bonds then outstandingat a meeting of bondholders called for the purpose (and by an affirmative voteof the bearers or registered owners entitled to vote of at least seventy-fiveper centum (75%) in principal amount of bonds of any series affected by suchmodification or amendment in case one or more, but less than all, series ofbonds are so affected), all in the manner and subject to the limitations setforth in the Indenture, any consent by the bearer or registered owner of anybond being conclusive and binding upon such bearer or registered owner and uponall future bearers or registered owners of such bond, irrespective of whetheror not any notation of such consent is made on such bond; provided that no suchmodification or amendment shall, among other things, extend the maturity or reducethe amount of, or reduce the rate of interest on, or otherwise modify the termsof the payment of the principal of, or interest or premium (if any) on thisbond, which obligations are absolute and unconditional, or permit the creationof any lien ranking prior to or equal with the lien of the Indenture on any ofthe mortgaged property.  The Fifty-FifthSupplemental Indenture provides that at any time when no bonds issued under theIndenture prior to the issuance of the “PSI Energy, Inc. First Mortgage Bonds,Series BBB, 8%, Due July 15, 2009” are outstanding, the Company reservesthe right to amend the Indenture, without the consent or other action by theholders of the bonds outstanding at that time, to decrease the seventy-five percentum (75%) vote requirement referred to above to sixty-six and two-thirds percentum (66-2/3%).

 

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The Series HHH Bond shallbe transferable only as required to effect an assignment thereof to asuccessor-in-interest of Ambac under the Insurance Agreement, provided that theTrustee shall have received notice from the Company of such an assignment(which notice the Trustee may rely upon without further inquiry).

 

Each Interest PaymentDate under the IDFA Indenture shall be an Interest Payment Date for the SeriesHHH Bond.  If and when interest is paidon the Series 2003 IDFA Bonds for any given period of time, then there isdeemed to have been paid on this Series HHH Bond an amount of interest equal tosuch interest paid on the Series 2003 IDFA Bonds.  The Company shall promptly notify the Trustee of the amounts andInterest Payment Dates if any interest becomes payable on this Series HHH Bond.

 

The Series HHH Bond shallbe deemed to have been paid and no longer outstanding under the Indenture tothe extent that Series 2003 IDFA Bonds are paid or deemed to have been paid andare no longer outstanding under the IDFA Indenture and all amounts owed by theCompany to Ambac under the Insurance Agreement have been indefeasibly paid in full,and the Trustee has received notice to such effect from the Company (whichnotice the Trustee may rely upon without further inquiry).

 

Notwithstanding theforegoing, this bond shall be deemed to have been paid and redeemed at any timeif and to the extent that the Series 2003 IDFA Bonds are redeemed pursuant tothe IDFA Indenture, in whole or in part, in an amount equal to 100% of theprincipal amount of the Series 2003 IDFA Bonds redeemed and all amounts owed bythe Company to Ambac under the Insurance Agreement have been indefeasibly paidin full.  In such an event, the Companyshall notify Ambac and the Trustee that a like principal amount of this bondshall be deemed to have been paid and redeemed.  The Series HHH Bond is not otherwise redeemable prior to itsmaturity.

 

Ambac shall surrenderthis bond to the Company for cancellation and discharge by the Trustee upon theexpiration of the Insurance Agreement or in the event that the Release Test (asdefined in the Insurance Agreement) is satisfied.  The Trustee may cancel and discharge the Series HHH Bond uponpresentment thereof by the Company without making further inquiry.

 

In the case of any ofcertain events of default specified in the Indenture, the principal of thisbond may be declared or may become due and payable prior to the stated date ofmaturity hereof in the manner and with the effect provided in the Indenture.

 

No recourse shall be hadfor the payment of the principal of or interest on this bond, or for any claimbased hereon, or otherwise in respect hereof or of the Indenture, to or againstany incorporator, shareholder, officer or director, past, present or future, ofthe Company or of any predecessor or successor company, either directly orthrough the Company or such predecessor or successor company, under anyconstitution or statute or rule of law, or by the enforcement of any assessmentor penalty, or otherwise, all such liability of incorporators, shareholders,directors and officers being waived and released

 

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by the registered owner hereof by the acceptance ofthis bond and being likewise waived and released by the terms of the Indenture.

 

 

(FORM OF TRUSTEE’SCERTIFICATE)

 

TRUSTEE’S CERTIFICATE

 

This bond is the SeriesHHH Bond designated therein referred to and described in the within mentionedIndenture and Fifty-Fifth Supplemental Indenture.

 
|   | LASALLE BANK NATIONAL ASSOCIATION, |
|--------|------------------------------------|
|   | AS TRUSTEE,                        |
|   |                               |
|   |                               |
|   | By                                 |   |   |
|   | *Authorized Officer*               |   |
|        |                                    |  |  |  |

 

*Section 3.*  Each Bond of Series HHH issued prior to thefirst interest payment date shall be dated as of March7, 2003, and otherwiseshall be dated as provided in Section 1 of Article II of theIndenture.

 

*Section 4.*  The Series HHH Bond shall be due and payableon April 1, 2022, and shall bear interest from March 7, 2003, at therate from time to time borne by the Series 2003 IDFA Bonds (as referred to inthe form of the bond hereinabove set forth).

 

If and when interest ispaid on the Series 2003 IDFA Bonds for any given period of time, then there isdeemed to have been paid on the Series HHH Bond an amount of interest equal tosuch interest paid on the Series 2003 IDFA Bonds.  The Company shall promptly notify the Trustee of the amounts andinterest payment dates if any interest becomes payable on the Series HHH Bond.

 

For purposes of thecalculation required by the first paragraph of Section 5 ofArticle IV of the Indenture, annual interest in respect of the Series HHHBond shall be equal to the sum of (i) the amount determined by multiplying theprincipal amount of the Series 2003 IDFA Bonds, if any, outstanding on the dateof such calculation which bear a fixed rate of interest *by* such fixed rate, plus (ii) theamount determined by multiplying the aggregate principal amount of the Series2003 IDFA Bonds, if any, outstanding on the date of such calculation which bearinterest at rates which may fluctuate or may fluctuate from time to time inaccordance with methods specified in such Series 2003 IDFA Bonds *by* 13% per annum.

 

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*Section 5.*  Both the principal of and the interest onthe Bonds of Series HHH shall be payable in any coin or currency of the UnitedStates of America which at the time of payment is legal tender for the paymentof public and private debts, at the office or agency of the Company inPlainfield, Indiana, or, at the option of the holder thereof, at the office oragency of the Company in the Borough of Manhattan, the City of New York, Stateof New York, except that interest on the Bonds of Series HHH may be paid, atthe option of the Company, by check or draft mailed to the address of theperson entitled thereto as it appears on the books of the Company maintainedfor that purpose.

 

*Section 6*.  A single Series HHH Bond shall be issued andshall be numbered “HHH-1.”

 

The Bonds of Series HHHshall be executed on behalf of the Company by the manual or facsimile signatureof its President or an Executive Vice President or one of its Vice Presidentsand shall have affixed thereto the seal of the Company or a facsimile thereofattested by the manual or facsimile signature of its Secretary or one of itsAssistant Secretaries and shall be authenticated by the execution by theTrustee of the certificate endorsed on said bonds.

 

No service charge will bemade by the Company for the transfer or for the exchange of Bonds of Series HHHexcept, in the case of transfer, a charge sufficient to reimburse the Companyfor any tax or other governmental charge payable in connection therewith.

 

Pursuant to the provisionsof Section 11 of Article II of the Indenture, Bonds of Series HHH maybe issued in temporary form, and if temporary bonds be issued, the Companyshall, with all reasonable dispatch, at its own expense and without charge tothe holders of the temporary bonds, prepare and execute definitive Bonds ofSeries HHH and exchange the temporary bonds for such definitive bonds in themanner provided for in said section, provided, however, no presentation orsurrender of temporary Bonds of Series HHH shall be necessary in order for theholders entitled to interest thereon to receive such interest.

 

*Section 7**.*  Article IX of the Indenture,“Maintenance and Renewal Fund and Sinking Fund Provisions” as heretoforeamended or supplemented shall not apply to the Bonds of Series BBB or to anysubsequently created series of bonds (which includes the Bonds of Series HHH)from and after the date on which no series of bonds created under the Indentureprior to the Bonds of Series BBB are outstanding.

 

*Section 8**.*  Section 22 of Article V of theIndenture as heretofore amended or supplemented which, among other things,requires an inspection of the mortgaged property every two years by anindependent engineer, shall not apply to the Bonds of Series BBB or to anysubsequently created series of bonds (which includes the Bonds of Series HHH),from and after the date in which no series of bonds created under the Indentureprior to the Bonds of Series BBB are outstanding.

 

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*Section 9**.*  The Company reserves the right, withoutconsent or other action by the holders of the Bonds of Series BBB or of anysubsequently created series of bonds (which includes the Bonds of Series HHH),to amend the Indenture, as heretofore amended or supplemented, at any timeafter all bonds of any series created prior to the Bonds of Series BBB are nolonger outstanding under the Indenture, as follows:

 

(a)  by substituting for the words “in principalamount not greater than sixty per centum (60%) of” in Section 3 ofArticle IV thereof the following:

 

“in principal amount notgreater than sixty-six and two-thirds per centum (66-2/3%) of”.

 

(b)  by substituting for the words “shall exceedsixty per centum (60%) of the value of bondable property so acquired” in Section 9of Article V thereof the following:

 

“shall exceed sixty-sixand two-thirds per centum (66-2/3%) of the value of bondable property soacquired”.

 

(c)  by substituting for the words “shall bedeemed to be paid within the meaning of this article; *provided*, that the date forthe payment or redemption of such bonds shall be not more than one (1) yearafter such moneys shall have been so set apart or paid.” in the first paragraphof Article XIV thereof the following:

 

“shall be deemed to bepaid within the meaning of this article.”.

 

(d)  by substituting for the words “with theconsent of holders of at least seventy-five per centum (75%) in aggregateprincipal amount of the bonds at the time outstanding;” in sub-section (a)of Section 3 of Article XVIII thereof the following:

 

“with the consent ofholders of at least sixty-six and two-thirds per centum (66-2/3%) in aggregateprincipal amount of the bonds at the time outstanding;”.

 

(e)  by substituting for the words “holders (orpersons entitled to vote the bonds) of not less than seventy-five per centum(75%) in aggregate principal amount of the bonds entitled to be voted” insub-section (l) of Section 3 of Article XVIII thereof thefollowing:

 

“holders (or personsentitled to vote the bonds) of not less than sixty-six and two-thirds percentum (66-2/3%) in aggregate principal amount of the bonds entitled to bevoted”.

 

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(f)  by substituting for the words “holders (orpersons entitled to vote the bonds) of at least seventy-five per centum (75%)in principal amount of the bonds outstanding” in sub-section (m) ofSection 3 of Article XVIII thereof the following:

 

“holders (or personsentitled to vote the bonds) of at least sixty-six and two-thirds per centum(66-2/3%) in principal amount of the bonds outstanding”.

 

ARTICLE III.

 

ISSUANCE OF BONDS OFSERIES HHH.

 

*Section 1*.  The Series HHH Bond, in the principal amountnot exceeding thirty five million dollars ($35,000,000), may be executed by theCompany and delivered to the Trustee for authentication, and shall beauthenticated and delivered by the Trustee to or upon the order of the Company(which authentication and delivery may be made without awaiting the filing orrecording of this Fifty-Fifth Supplemental Indenture), upon receipt by theTrustee of the resolutions, certificates, orders, opinions and otherinstruments required by the provisions of Section 3 of Article IV ofthe Indenture to be received by the Trustee as a condition to the authenticationand delivery by the Trustee of bonds pursuant to said Section 3.

 

ARTICLE IV.

 

INDENTURE AMENDMENTS.

 

*Section 1**.*  Article I of the Indenture, asheretofore amended, is hereby further amended (i) by adding immediately aftersubdivision “(94)” thereof an additional subdivision numbered “(95)” andreading as follows:

 

 “(95) The term ‘Fifty-Fifth SupplementalIndenture’ shall mean the Fifty-Fifth Supplemental Indenture executed by theCompany and the Trustee, dated as of February 15, 2003, supplementing andamending the Indenture, and the terms ‘Series HHH Bond’ shall mean the ‘PSIEnergy, Inc. First Mortgage Bonds, Series HHH, Due April 1, 2022,’,created by the Fifty-Fifth Supplemental Indenture.”

 

and (ii) by changing the numbering of the presentsubdivision “(95)” thereof to “(96)”.

 

*Section 2.*  Article VII of the Indenture, asheretofore amended, is hereby further amended by inserting therein immediatelyafter Section 39 thereof, a new section designated “Section 40”and reading as follows:

 

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“Section 40.  The Series HHH Bond shall be deemed to havebeen paid and redeemed at any time if and to the extent that the Series 2003IDFA Bonds are redeemed pursuant to the IDFA Indenture relating thereto, inwhole or in part, in an amount equal to 100% of the principal amount of theSeries 2003 IDFA Bonds redeemed and all amounts owed by the Company to Ambacunder the Insurance Agreement have been indefeasibly paid in full.  In such an event, the Company shall notifyAmbac and the Trustee that a like principal amount of the Bonds of Series HHHshall be deemed to have been paid and redeemed.

 

The Bonds of Series HHHare not otherwise redeemable prior to their maturity.  The terms “Series 2003 IDFA Bonds”, “IDFA Indenture”, “Ambac” and“Insurance Agreement” shall have the respective meanings specified in theFifty-Fifth Supplemental Indenture.”

 

*Section 3.*  The Bonds of Series HHH shall not beentitled to the benefit of a sinking fund.

 

ARTICLE V.

 

CONCERNING THE TRUSTEE.

 

The Trustee herebyaccepts the trusts hereby declared and agrees to perform the same upon theterms and conditions in the Indenture and in this Fifty-Fifth SupplementalIndenture set forth.  The Trustee shallnot be responsible in any manner whatsoever for or in respect of the validityor sufficiency of this Fifty-Fifth Supplemental Indenture or the due executionhereof by the Company or for or in respect of the recitals contained herein,all of which recitals are made by the Company solely. In general, each andevery term and condition contained in Article XVII of the Indenture shallapply to this Fifty-Fifth Supplemental Indenture.

 

ARTICLE VI.

 

MISCELLANEOUS PROVISIONS.

 

*Section 1**.*  Wherever in the original Indenture or in anyof the fifty-five supplemental indentures thereto reference is made to anyarticle or section of the original Indenture, such reference shall bedeemed to refer to such article or section as amended by suchsupplemental indentures.

 

*Section 2.*  Upon the execution and delivery hereof, theIndenture shall thereupon be deemed to be amended as hereinabove set forth asfully and with the same effect as if the amendments made hereby were set forthin the original Indenture and each of the fifty-four supplemental indentures tothe Indenture shall henceforth be read, taken and construed as one and the sameinstrument; but such amendments shall not operate so as to

 

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render invalid or improper any action heretofore takenunder the original Indenture or said supplemental indentures.

 

*Section 3.*All the covenants, stipulations and agreements in this Fifty-Fifth SupplementalIndenture contained are and shall be for the sole and exclusive benefit of theparties hereto, their successors and assigns, and of the holders from time totime of the bonds.

 

*Section 4.*  The table of contents to, and the headingsof the different articles of, this Fifty-Fifth Supplemental Indenture areinserted for convenience of reference, and are not to be taken to be any partof the provisions hereof, nor to control or affect the meaning, construction oreffect of the same.

 

*Section 5.*  This Fifty-Fifth Supplemental Indenture maybe simultaneously executed in any number of counterparts, and all suchcounterparts shall constitute but one and the same instrument.

 

*Section 6.*  Whenever a payment of principal or interestin respect of the Bonds of Series HHH are due on any day other than a businessday (as hereinafter defined), such payment shall be payable on the firstbusiness day next following such date, and, in the case of a principal payment,interest on such principal payment shall accrue to the date of such principalpayment. For the purposes of this Section 6 the term business day shallmean any day other than a day on which the Trustee is authorized by law toclose.

 

 

[THE REMAINDER OF THISPAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

 

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IN WITNESSWHEREOF, said PSI Energy, Inc. has caused this instrument to be executed in itscorporate name by its President or one of its Vice Presidents and to beattested by its Secretary or one of its Assistant Secretaries and said LaSalleBank National Association has caused this instrument to be executed in itscorporate name by one of its First Vice Presidents and to be attested by one ofits Assistant Secretaries, in several counterparts, all as of the day and yearfirst above written.

 
|                                                                            | PSI ENERGY,  INC.                 |
|---------------------------------------------------------------------------------|-----------------------------------|
|                                                                            |                              |
|                                                                            |                              |
| (CORPORATE SEAL)                                                                | By                                |  /s/ Ronald  R. Reising |   |
|                                                                            |                              | Ronald R. Reising |   |
|                                                                            |                              | *Vice President - Finance* |   |
| ATTEST:                                                                         |                              |
|                                                                            |                              |
| /s/ Richard G. Beach                                                            |                              |   |
| Richard G. Beach, *Assistant**Secretary*                                        |                              |
|                                                                            |                              |
| Signed and  delivered by PSI Energy, Inc.  in the presence of:                  |                              |
|                                                                            |                              |
| /s/ Debby Garrett                                                               |                              |   |
| Debby Garrett, *Witness*                                                        |                              |
|                                                                            |                              |
| /s/ Julie M. Thompson                                                           |                              |   |
| Julie M. Thompson, *Witness*                                                    |                              |
|                                                                            |                              |
|                                                                            | LASALLE BANK NATIONAL ASSOCIATION |
|                                                                            |                              |
|                                                                            |                              |
| (CORPORATE SEAL)                                                                | By                                | /s/ Victoria Y. Douyon |   |
|                                                                            |                              | Victoria Y. Douyon |   |
|                                                                            |                              | *First Vice President* |   |
|                                                                            |                              |   |   |
| ATTEST:                                                                         |                              |
|                                                                            |                              |
| /s/ Kristine Brutsman                                                           |                              |   |
| Kristine Brutsman, *Assistant Secretary*                                        |                              |
|                                                                            |                              |
| Signed and  delivered by LaSalle Bank National  Association in the presence of: |                              |
|                                                                            |                              |
| /s/ Debra Donaldson                                                             |                              |   |
| Debra Donaldson, *Witness*                                                      |                              |
|                                                                            |                              |
| /s/ Alvita Griffin                                                              |                              |   |
| Alvita Griffin, *Witness*                                                       |                              |
|                                                                                 |                                   |  |  |  |  |  |  |

 

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| STATE OF OHIO      | )     |
|--------------------|-------|
|               | ) ss: |
| COUNTY OF HAMILTON | )     |

 

BE IT REMEMBERED, that onthis 3rd day of March, 2003, before me, the undersigned, a notarypublic in and for the County and State aforesaid, duly commissioned andqualified, personally appeared Ronald R. Reising and Richard G. Beach,personally known to me to be the same persons whose names are subscribed to theforegoing instrument, and personally known to me to be the Vice President –Finance, and an Assistant Secretary, respectively, of PSI Energy, Inc., anIndiana corporation, and acknowledged that they signed and delivered saidinstrument as their free and voluntary act as such Vice President – Finance,and Assistant Secretary, respectively, and as the free and voluntary act ofsaid PSI Energy, Inc., for the uses and purposes therein set forth; inpursuance of the power and authority granted to them by resolution of the Boardof Directors of said Company.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand and affixed my notarial seal the day and yearaforesaid.

 

(NOTARIAL SEAL)

 
|   | /s/ Cecilia A. Temple |   |
|--------|-----------------------|--------|
|   | *Notary Public*       |   |

 

 

My commissionexpires                                     .

 

County of residence: Hamilton

 

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| STATE OF ILLINOIS | )     |
|-------------------|-------|
|              | ) ss: |
| COUNTY OF  COOK   | )     |

 

BE IT REMEMBERED, that onthis 28th day of February, 2003, before me, the undersigned, anotary public in and for the County and State aforesaid, duly commissioned andqualified, personally appeared Victoria Y. Douyon and Kristine Brutsman,personally known to me to be the same persons whose names are subscribed to theforegoing instrument, and personally known to me to be a First Vice Presidentand an Assistant Secretary, respectively, of LaSalle Bank National Association,a national banking association, and acknowledged that they signed and deliveredsaid instrument as their free and voluntary act as such First Vice Presidentand Assistant Secretary, respectively, and as the free and voluntary act ofsaid LaSalle Bank National Association, for the uses and purposes therein setforth; in pursuance of the power and authority granted to them by the bylaws ofsaid association.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand and affixed my notarial seal the day and yearaforesaid.

 

(NOTARIAL SEAL)

 
|   | /s/ Mary Ann Kicmal |   |
|--------|---------------------|--------|
|   | *Notary Public*     |   |

 

 

My commissionexpires                               .

 

County of residence: Cook

 

 
| This instrument was prepared by: |
|----------------------------------|
|                             | Bradley C. Arnett, Esq. |
|                             | 139 East Fourth Street |
|                             | Cincinnati, Ohio 45202 |

 

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