Exhibit 4.3


 




 





 


FIFTY-FIFTH
SUPPLEMENTAL

INDENTURE


 


TO


 


INDENTURE DATED SEPTEMBER 1,
1939


 












 


PSI ENERGY, INC.


 


(FORMERLY NAMED “PUBLIC SERVICE
COMPANY OF INDIANA, INC.” AND

SUCCESSOR BY CONSOLIDATION TO PUBLIC SERVICE COMPANY OF INDIANA)


 


TO


 


LASALLE BANK NATIONAL ASSOCIATION

AS TRUSTEE


 


(FORMERLY NAMED “LASALLE NATIONAL BANK”
AND THE

SUCCESSOR TRUSTEE TO THE FIRST NATIONAL BANK OF CHICAGO)


 












 


DATED AS OF FEBRUARY 15, 2003


 












 


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


 


AND


 


OTHERWISE SUPPLEMENTING AND AMENDING
THE INDENTURE




 





 

















 


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-FIFTH
SUPPLEMENTAL INDENTURE dated as of the fifteenth day of February, 2003, made
and entered into by and between PSI ENERGY, INC. (hereinafter commonly referred
to as the “Company”), a corporation organized and existing under the laws of
the State of Indiana, formerly named Public Service Company of Indiana, Inc.,
and the successor by consolidation to Public Service Company of Indiana, an
Indiana corporation, party of the first part, and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States and having its office or place of business in the
City of Chicago, State of Illinois, formerly named LaSalle National Bank, and
the successor trustee to The First National Bank of Chicago (hereinafter
commonly 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 other
corporations to form the Company, executed and delivered to the Trustee a
certain indenture of mortgage or deed of trust (hereinafter called the
“original Indenture” when referred to as existing prior to any amendment
thereto, and the “Indenture” when referred to as heretofore, now or hereafter
amended), dated September 1, 1939, and a First Supplemental Indenture
thereto, 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 in
series for the purposes of and subject to the limitations specified in the
Indenture; and


 


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


 


WHEREAS, after
said consolidation, the Company executed and delivered a Second Supplemental
Indenture, dated as of November 1, 1941, to the original Indenture for the
purposes, among others, of (i) the making by the Company of an agreement of
assumption and adoption by it of the Indenture, (ii) the assumption by the
Company of the bonds (and interest and premium, if any, thereon) issued or to
be issued under the Indenture, and of all terms, covenants and conditions
binding 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 the
trusts declared in the Indenture, but subject to any outstanding liens and
encumbrances, all the property which the Company then owned or which it might
thereafter acquire, except property of a character similar to the property of
the Initial Mortgagor which is excluded from the lien of the Indenture; and


 


WHEREAS, all
conditions have been met and all acts and things necessary have been done and
performed to make the Indenture the valid and binding agreement of the Company
and 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 Initial
Mortgagor, including the right and power to issue bonds thereunder; and


 


1

















 


WHEREAS, the
Company has subsequently executed and delivered, for purposes authorized under
the Indenture, a Third Supplemental Indenture dated as of March 1, 1942, a
Fourth Supplemental Indenture dated as of May 1, 1943, a Fifth
Supplemental Indenture dated as of August 1, 1944, a Sixth Supplemental
Indenture dated as of September 1, 1945, a Seventh Supplemental Indenture
dated as of November 1, 1947, an Eighth Supplemental Indenture dated as of
January 1, 1949, a Ninth Supplemental Indenture dated as of May 1,
1950, a Tenth Supplemental Indenture dated as of July 1, 1952, an Eleventh
Supplemental Indenture dated as of January 1, 1954, a Twelfth Supplemental
Indenture dated as of October 1, 1957, a Thirteenth Supplemental Indenture
dated as of February 1, 1959, a Fourteenth Supplemental Indenture dated as
of July 15, 1960, a Fifteenth Supplemental Indenture dated as of
June 15, 1964, a Sixteenth Supplemental Indenture dated as of
January 1, 1969, a Seventeenth Supplemental Indenture dated as of
March 1, 1970, an Eighteenth Supplemental Indenture dated as of
January 1, 1971, a Nineteenth Supplemental Indenture dated as of
January 1, 1972, a Twentieth Supplemental Indenture dated as of
February 1, 1974, a Twenty-First Supplemental Indenture dated as of
August 1, 1974, a Twenty-Second Supplemental Indenture dated as of
August 1, 1975, a Twenty-Third Supplemental Indenture dated as of
January 1, 1977, a Twenty-Fourth Supplemental Indenture dated as of
October 1, 1977, a Twenty-Fifth Supplemental Indenture dated as of
September 1, 1978, a Twenty-Sixth Supplemental Indenture dated as of
September 1, 1978, a Twenty-Seventh Supplemental Indenture dated as of
March 1, 1979, a Twenty-Eighth Supplemental Indenture dated as of May 1,
1979, a Twenty-Ninth Supplemental Indenture dated as of March 1, 1980, a
Thirtieth Supplemental Indenture dated as of August 1, 1980, a
Thirty-First Supplemental Indenture dated as of February 1, 1981, a
Thirty-Second Supplemental Indenture dated as of August 1, 1981, a
Thirty-Third Supplemental Indenture dated as of December 1, 1981, a
Thirty-Fourth Supplemental Indenture dated as of December 1, 1982, a
Thirty-Fifth Supplemental Indenture dated as of March 30, 1984, a
Thirty-Sixth Supplemental Indenture dated as of November 15, 1984, a
Thirty-Seventh Supplemental Indenture dated as of August 15, 1985, a
Thirty-Eighth Supplemental Indenture dated as of October 1, 1986, a
Thirty-Ninth Supplemental Indenture dated as of March 15, 1987, a Fortieth
Supplemental Indenture dated as of June 1, 1987, a Forty-First
Supplemental Indenture dated as of June 15, 1988, a Forty-Second
Supplemental Indenture dated as of August 1, 1988, a Forty-Third
Supplemental Indenture dated as of September 15, 1989, a Forty-Fourth
Supplemental Indenture dated as of March 15, 1990, a Forty-Fifth
Supplemental Indenture dated as of March 15, 1990, a Forty-Sixth
Supplemental Indenture dated as of June 1, 1990, a Forty-Seventh
Supplemental Indenture dated as of July 15, 1991, a Forty-Eighth
Supplemental Indenture dated as of July 15, 1992, a Forty-Ninth
Supplemental Indenture dated as of February 15, 1993, a Fiftieth
Supplemental Indenture dated as of February 15, 1993, a Fifty-First
Supplemental Indenture dated as of February 1, 1994, a Fifty-Second Supplemental
Indenture dated as of April 30, 1999, a Fifty-Third Supplemental Indenture
dated as of June 15, 2001, and a Fifty-Fourth Supplemental Indenture dated
as of September 1, 2002, each supplementing and amending the Indenture;
and


 


2

















 


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


 


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


 


WHEREAS, as of
February 15, 2003, the only bonds that have been heretofore issued under
the Indenture which are now outstanding are $300,000,000 aggregate principal
amount of “PSI Energy, Inc. First Mortgage Bonds, Series VV, Due July 15,
2026” and $545,000,000 aggregate principal amount of “PSI Energy, Inc. First
Mortgage Bonds, Series WW, Due August 15, 2027” and $50,000,000 aggregate
principal 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 “PSI
Energy, 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%, Due
July 15, 2009” (such bonds being hereinafter referred to as “Bonds of
Series 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 Mortgage
Bonds, Series DDD, 8.31%, Due September 1, 2032” and $325,000,000
aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series
EEE, 6.65%, Due June 15, 2006” and $23,000,000 aggregate principal amount
of “PSI Energy, Inc. First Mortgage Bonds, Series FFF, Due March 1, 2031”
and $24,600,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage
Bonds, Series GGG, Due March 1, 2019”; and


 


WHEREAS, in accordance
with the provisions of Section 1 of Article XVIII of the Indenture,
the Board of Directors has authorized the execution and delivery by the Company
of a Fifty-Fifth Supplemental Indenture, substantially in the form of this
Fifty-Fifth Supplemental Indenture, for the purpose of creating a fifty-third
series 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 to
consist of a single bond being hereinafter referred to as the “Series HHH
Bond”), and prescribing the form and substance of the Bonds of Series HHH and
the terms, provisions and characteristics thereof, and for the purpose of
adding to the covenants and agreements of the Company for the protection of the
bondholders and of the trust estate and of making such changes in the Indenture
as are deemed necessary or desirable and as are permitted by the Indenture; and


 


3

















 


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


 


NOW, THEREFORE, in
consideration of the premises, and of the acceptance and purchase of the Bonds
of Series HHH by the holders and registered owners thereof, and of the sum of
One Dollar ($1.00) duly paid by the Trustee to the Company, the receipt whereof
is hereby acknowledged, and in accordance with and subject to the terms and
provisions of the Indenture, the Company and the Trustee, respectively, have
entered into, executed and delivered this Fifty-Fifth Supplemental Indenture
for 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 title
to and conveyed, and by these presents does grant, bargain, sell, transfer,
assign, pledge, mortgage, warrant the title to and convey (subject, however, to
permitted liens as defined in the Indenture), unto said LaSalle Bank National
Association, as Trustee, as herein provided, and its successors in the trusts
declared in the Indenture and herein, all the property, real, personal and
mixed, tangible and intangible, of every kind, character and description which
the Company has acquired since the execution and delivery of the Forty-Sixth
Supplemental Indenture and now owns (except property, rights and assets of a
character similar to the property that is excluded from the lien of the
Indenture by subparagraphs (b), (c), (d), (e) and (f) of the excepting clauses
of the original Indenture, which property, rights and assets are excluded from
the lien of the Indenture only to the extent provided therein), including
(subject to the exceptions referred to in the immediately preceding
parenthetical clause of this sentence) but without otherwise limiting the
generality 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:


 


Situate
in Section 7, Town 1, Range 4, Madison Township, Butler County, Ohio, and
being more particularly described as follows:


 


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


 


4

















 


Cincinnati Gas and
Electric Company, North 89° 58’ 54” West, passing concrete monuments at 238.53
feet 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 Philip
Morris Companies by Deed Book 6207 Page 1298, Butler County, Ohio Recorder’s
Office, North 00° 20’ 25” East, 2389.12 feet to an existing iron pin and North
87° 11’ 45” West, passing a concrete monument at 5.00 feet, a total distance of
1045.20 feet to an existing stone; thence along the west line of the lands
conveyed 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 at
1593.41, a total distance of 1608.42 feet to a point in the centerline of
Kennel Road; thence along said centerline, South 87° 44’ 16” East, 75.04 feet
to a point; thence leaving said centerline, South 00° 20’ 25” West, passing a
set 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 First
National Bank of Southwest Ohio by Deed Book 1722 Page 501, Butler County, Ohio
Recorder’s Office; thence along said west line, South 00° 20’ 25” West, 1380.79
feet to a point of beginning. 
Containing 36.303 acres of land.


 


Subject
to all legal highways, easements and restrictions of record.


 


SECOND.  The following additional real estate in
Henry County, Indiana:


 


ITEM 1.  A parcel of land described as follows:


 


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


 


Beginning
at a point on the east line of said Section 4 and in the centerline of
State 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 east
line of said Section 4, passing a set concrete monument at 36.29 feet, Due
South 400.96 feet to a corner fence post; thence S89o40’54”W, passing a set
concrete monument at 877.07 feet, 892.07 feet to a corner fence post; thence
S00o03’25”E 1052.92 feet to a set iron pin; thence S89o40’54”W 561.24 feet to a
fence post; thence N00o13’24”E, passing a set concrete monument at 1822.12
feet, 1858.37 feet to a point in the centerline of State Road 38; thence with
the centerline of said State Road S74o39’34”E 1498.39 feet to the point of
beginning, containing 33.542 acres, more or less.


 


5

















 


AND
ALSO, Out Lot number 1 in the Northwest Quarter of Section 3, Township 17
North, Range 9 East; beginning at the Southwest corner of the Northwest Quarter
of Section 3, Township 17 North, Range 9 East; thence running North 14
rods and 6 links; thence South 70 degrees East 44 rods; thence West 41 rods and
3 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:


 


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


 


Commencing
at a masonry nail marking the intersection of the centerline of the
Lafayette-Monticello Road with the north line of the Northeast Quarter (NE1⁄4) of
said Section 20; thence south 15 degrees 45 minutes 20 seconds west along
the centerline of said Road along the east line of a 43.673 acre tract shown in
DR 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 of
Lafayette, Inc. in DR 96-11-5520; thence south 16 degrees 33 minutes 27 seconds
west along the centerline of said Road (passing thru a railroad spike at 21.57
feet) a distance of 1,406.28 feet to the intersection of the centerline of
said Road with the north line of the Southeast Quarter (SE1⁄4) of said
Section 20; thence south 18 degrees 07 minutes 30 seconds west along the
centerline of said Road a distance of 219.60 feet to the place of beginning of
this description; thence south 73 degrees 26 minutes 30 seconds east a distance
of 106 feet to a point; thence south 45 degrees 43 minutes 45 seconds east a
distance of 405.54 feet to a point on the east line of a 100’ wide Easement
conveyed to Indiana Hydro-Electric Power Company in DR K, page 461; thence
south 30 degrees 03 minutes west along the east line of said Easement a distance
of 576.81 feet to a point on the centerline of said road; thence
northwestwardly along a curve to the right (R=280.53 feet) a distance of 131.26
feet (Chord: north 28 degrees 40 minutes west,130.06 feet) to the point of
tangency of said curve; thence north 15 degrees 15 minutes 30 seconds west
along the centerline of said Road a distance of 102.84 feet to the point of
curvature of a curve to the left; thence along said curve to the left (R=252.04
feet) a distance of 70.08 feet (Chord: north 23 degrees 13 minutes 30 seconds
west, 69.85 feet) to the point of tangency of said curve; thence north 31
degrees 11 minutes 30 seconds west along the centerline of said Road a distance
of 121.61 feet to the point of curvature of a curve to the right; thence along
said curve to the right (R=185.16 feet) a distance of 161.52 feet (Chord: north
06 degrees 12 minutes west, 156.45 feet) to the point of tangency of said
curve;


 


6

















 


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


 


TOGETHER with all and
singular the tenements, hereditaments and appurtenances belonging or in any way
appertaining to the aforesaid properties or any part thereof, with the
reversion or reversions, remainder and remainders, and subject to the
provisions of the original Indenture and the fifty-five supplemental indentures
thereto, the rents, revenues, issues, earnings, income and profits thereof, and
all the estate, right, title, interest and claim whatsoever, in law as well as
in equity, which the Company now has or may hereafter acquire in and to the
aforesaid properties and every part and parcel thereof.


 


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


 


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


 


ARTICLE II.


 


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


 


Section 1.  There is hereby created a fifty-third series
of 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 Bond
hereinbefore referred to).


 


Section 2.  The Series HHH Bond shall be issued only in
the 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 be
typewritten or printed on ordinary paper


 


7

















 


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


 


The Series HHH Bond is
being issued to Ambac as security for the payment by the Company of its
obligations under the Insurance Agreement, dated as of March 7, 2003,
between Ambac and the Company, which was entered into in connection with the
delivery by Ambac of its Financial Guaranty Insurance Policy insuring certain
payments of principal of, and interest on, certain bonds (the “Series 2003 IDFA
Bonds”) to be issued under a Trust Indenture, dated as of February 15,
2003, between the Indiana Development Finance Authority (“IDFA”) and Fifth
Third Bank, Indiana, as trustee.  The
proceeds of the Series 2003 IDFA Bonds will be loaned to the Company pursuant
to a Loan Agreement, dated as of February 15, 2003, between IDFA and the
Company.


 


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


 


The Series HHH Bond and
the Trustee’s certificate to be endorsed thereon shall be substantially in the
following form:


 


 


[THE REMAINDER OF THIS
PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]


 


8

















 


(FORM OF FACE OF THE SERIES HHH BOND)


 


THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO
RESTRICTIONS ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION
PROVISIONS AS SET FORTH BELOW.  IN
ADDITION, THE BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED
WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.


 


THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TO
AMBAC ASSURANCE CORPORATION UNDER THE INSURANCE AGREEMENT DATED AS OF
MARCH 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., an
Indiana 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 of
April, 2022 and to pay interest on said principal sum, on each Interest Payment Date (hereinbelow
defined), until said principal sum is paid, at the rate from time to
time borne by the Indiana Development Finance Authority Environmental Refunding
Revenue Bonds, Series 2003 (the “Series 2003 IDFA Bonds”) issued by the Indiana
Development Finance Authority (“IDFA”) under a Trust Indenture, dated as of
February 15, 2003, between IDFA and Fifth Third Bank, Indiana, as trustee (the
“IDFA Indenture”); provided, however, that in no event shall the rate of
interest borne by this Bond exceed 13% per annum.  Both the principal of and the interest on this bond shall be
payable in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts at
the office or agency of the Company in Plainfield, Indiana, or, at the option
of the registered owner hereof, at the office or agency of the Company in the
Borough of Manhattan, the City of New York, State of New York, except that
interest on this bond may be paid, at the option of the Company, by check or
draft mailed to the address of the person entitled thereto as it appears on the
books of the Company maintained for that purpose.


 


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


 


9

















 


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


 


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


 


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


 


This bond shall not be
valid or become obligatory for any purpose unless and until it shall have been
authenticated by the execution by the Trustee, or its successor in trust under
the Indenture, of the certificate endorsed hereon.


 


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


 


Dated as of:


 


	
   

  	
  PSI ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  
							



 


10

















 


(FORM OF REVERSE OF THE SERIES HHH BOND)


 


This bond is one of the
bonds of the Company issued and to be issued from time to time under and in
accordance 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, (which
indenture as amended by all supplemental indentures is hereinafter referred to
as the “Indenture”). Said Trustee or its successor in trust under the Indenture
is hereinafter sometimes referred to as the “Trustee.” Reference is hereby made
to the Indenture for a description of the property mortgaged and pledged and
the nature and extent of the security for said bonds. By the terms of the
Indenture, the bonds secured thereby are issuable in series which may vary as
to date, amount, date of maturity, rate of interest and in other respects as in
the Indenture provided.


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


Ambac shall surrender
this bond to the Company for cancellation and discharge by the Trustee upon the
expiration of the Insurance Agreement or in the event that the Release Test (as
defined in the Insurance Agreement) is satisfied.  The Trustee may cancel and discharge the Series HHH Bond upon
presentment thereof by the Company without making further inquiry.


 


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


 


No recourse shall be had
for the payment of the principal of or interest on this bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture, to or against
any incorporator, shareholder, officer or director, past, present or future, of
the Company or of any predecessor or successor company, either directly or
through the Company or such predecessor or successor company, under any
constitution or statute or rule of law, or by the enforcement of any assessment
or penalty, or otherwise, all such liability of incorporators, shareholders,
directors and officers being waived and released


 


12

















 


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


 


 


(FORM OF TRUSTEE’S
CERTIFICATE)


 


TRUSTEE’S CERTIFICATE


 


This bond is the Series
HHH Bond designated therein referred to and described in the within mentioned
Indenture and Fifty-Fifth Supplemental Indenture.


 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
  AS TRUSTEE,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
					



 


Section 3.  Each Bond of Series HHH issued prior to the
first interest payment date shall be dated as of March7, 2003, and otherwise
shall be dated as provided in Section 1 of Article II of the
Indenture.


 


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


 


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


 


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


 


13

















 


Section 5.  Both the principal of and the interest on
the Bonds of Series HHH shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts, at the office or agency of the Company in
Plainfield, Indiana, or, at the option of the holder thereof, at the office or
agency of the Company in the Borough of Manhattan, the City of New York, State
of New York, except that interest on the Bonds of Series HHH may be paid, at
the option of the Company, by check or draft mailed to the address of the
person entitled thereto as it appears on the books of the Company maintained
for that purpose.


 


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


 


The Bonds of Series HHH
shall be executed on behalf of the Company by the manual or facsimile signature
of its President or an Executive Vice President or one of its Vice Presidents
and shall have affixed thereto the seal of the Company or a facsimile thereof
attested by the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries and shall be authenticated by the execution by the
Trustee of the certificate endorsed on said bonds.


 


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


 


Pursuant to the provisions
of Section 11 of Article II of the Indenture, Bonds of Series HHH may
be issued in temporary form, and if temporary bonds be issued, the Company
shall, with all reasonable dispatch, at its own expense and without charge to
the holders of the temporary bonds, prepare and execute definitive Bonds of
Series HHH and exchange the temporary bonds for such definitive bonds in the
manner provided for in said section, provided, however, no presentation or
surrender of temporary Bonds of Series HHH shall be necessary in order for the
holders entitled to interest thereon to receive such interest.


 


Section 7.  Article IX of the Indenture,
“Maintenance and Renewal Fund and Sinking Fund Provisions” as heretofore
amended or supplemented shall not apply to the Bonds of Series BBB or to any
subsequently 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 Indenture
prior to the Bonds of Series BBB are outstanding.


 


Section 8.  Section 22 of Article V of the
Indenture as heretofore amended or supplemented which, among other things,
requires an inspection of the mortgaged property every two years by an
independent engineer, shall not apply to the Bonds of Series BBB or to any
subsequently 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 Indenture
prior to the Bonds of Series BBB are outstanding.


 


14

















 


Section 9.  The Company reserves the right, without
consent or other action by the holders of the Bonds of Series BBB or of any
subsequently created series of bonds (which includes the Bonds of Series HHH),
to amend the Indenture, as heretofore amended or supplemented, at any time
after all bonds of any series created prior to the Bonds of Series BBB are no
longer outstanding under the Indenture, as follows:


 


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


 


“in principal amount not
greater than sixty-six and two-thirds per centum (66-2/3%) of”.


 


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


 


“shall exceed sixty-six
and two-thirds per centum (66-2/3%) of the value of bondable property so
acquired”.


 


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


 


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


 


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


 


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


 


(e)  by substituting for the words “holders (or
persons 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” in
sub-section (l) of Section 3 of Article XVIII thereof the
following:


 


“holders (or persons
entitled to vote the bonds) of not less than sixty-six and two-thirds per
centum (66-2/3%) in aggregate principal amount of the bonds entitled to be
voted”.


 


15

















 


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


 


“holders (or persons
entitled 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 OF
SERIES HHH.


 


Section 1.  The Series HHH Bond, in the principal amount
not exceeding thirty five million dollars ($35,000,000), may be executed by the
Company and delivered to the Trustee for authentication, and shall be
authenticated and delivered by the Trustee to or upon the order of the Company
(which authentication and delivery may be made without awaiting the filing or
recording of this Fifty-Fifth Supplemental Indenture), upon receipt by the
Trustee of the resolutions, certificates, orders, opinions and other
instruments required by the provisions of Section 3 of Article IV of
the Indenture to be received by the Trustee as a condition to the authentication
and delivery by the Trustee of bonds pursuant to said Section 3.


 


ARTICLE IV.


 


INDENTURE AMENDMENTS.


 


Section 1.  Article I of the Indenture, as
heretofore amended, is hereby further amended (i) by adding immediately after
subdivision “(94)” thereof an additional subdivision numbered “(95)” and
reading as follows:


 


 “(95) The term ‘Fifty-Fifth Supplemental
Indenture’ shall mean the Fifty-Fifth Supplemental Indenture executed by the
Company and the Trustee, dated as of February 15, 2003, supplementing and
amending the Indenture, and the terms ‘Series HHH Bond’ shall mean the ‘PSI
Energy, 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 present
subdivision “(95)” thereof to “(96)”.


 


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


 


16

















 


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


 


The Bonds of Series HHH
are 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 the
Fifty-Fifth Supplemental Indenture.”


 


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


 


ARTICLE V.


 


CONCERNING THE TRUSTEE.


 


The Trustee hereby
accepts the trusts hereby declared and agrees to perform the same upon the
terms and conditions in the Indenture and in this Fifty-Fifth Supplemental
Indenture set forth.  The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity
or sufficiency of this Fifty-Fifth Supplemental Indenture or the due execution
hereof 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 and
every term and condition contained in Article XVII of the Indenture shall
apply to this Fifty-Fifth Supplemental Indenture.


 


ARTICLE VI.


 


MISCELLANEOUS PROVISIONS.


 


Section 1.  Wherever in the original Indenture or in any
of the fifty-five supplemental indentures thereto reference is made to any
article or section of the original Indenture, such reference shall be
deemed to refer to such article or section as amended by such
supplemental indentures.


 


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


 


17

















 


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


 


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


 


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


 


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


 


Section 6.  Whenever a payment of principal or interest
in respect of the Bonds of Series HHH are due on any day other than a business
day (as hereinafter defined), such payment shall be payable on the first
business 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 principal
payment. For the purposes of this Section 6 the term business day shall
mean any day other than a day on which the Trustee is authorized by law to
close.


 


 


[THE REMAINDER OF THIS
PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]


 


18

















 


IN WITNESS
WHEREOF, said PSI Energy, Inc. has caused this instrument to be executed in its
corporate name by its President or one of its Vice Presidents and to be
attested by its Secretary or one of its Assistant Secretaries and said LaSalle
Bank National Association has caused this instrument to be executed in its
corporate name by one of its First Vice Presidents and to be attested by one of
its Assistant Secretaries, in several counterparts, all as of the day and year
first 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

  	
   

  
								



 


19

















 


	
  STATE OF OHIO

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF HAMILTON

  	
  )

  



 


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


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my notarial seal the day and year
aforesaid.


 


(NOTARIAL SEAL)


 


	
   

  	
  /s/ Cecilia A. Temple

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 


 


My commission
expires                                     .


 


County of residence: Hamilton


 


20

















 


	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF
  COOK 

  	
  )

  



 


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


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my notarial seal the day and year
aforesaid.


 


(NOTARIAL SEAL)


 


	
   

  	
  /s/ Mary Ann Kicmal

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 


 


My commission
expires                               .


 


County of residence: Cook


 


 


	
  This instrument was prepared by:

  
	
   

  	
  Bradley C. Arnett, Esq.

  
	
   

  	
  139 East Fourth Street

  
	
   

  	
  Cincinnati, Ohio 45202

  



 


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