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                                                                    EXHIBIT 4.42

                             SUPPLEMENTAL INDENTURE

                                      FROM

                       LOUISVILLE GAS AND ELECTRIC COMPANY

                                       TO

                          HARRIS TRUST AND SAVINGS BANK
                                     TRUSTEE

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

                             DATED SEPTEMBER 1, 2001

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

                         SUPPLEMENTAL TO TRUST INDENTURE

                             DATED NOVEMBER 1, 1949

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                               TABLE OF CONTENTS

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                                                                                                                PAGE

<S>                                                                                                              <C>
Parties............................................................................................................1
Recitals...........................................................................................................1
Form of Bonds of Pollution Control Series AA.......................................................................6
Further Recitals..................................................................................................11

                                   ARTICLE I.
     SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE.

Section 1.01-   Grant of certain property, including all personal property to comply with Uniform
                Commercial Code of the State of Kentucky, subject to permissible encumbrances
                and other exceptions contained in Original Indenture..............................................11

                                   ARTICLE II.
               PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES AA.

Section 2.01-   Terms of Bonds of Pollution Control Series AA.....................................................12
Section 2.02-   Payment of principal and interest-Bonds of Pollution Control Series AA............................13
Section 2.03-   Bonds of Pollution Control Series AA deemed fully paid upon payment of corresponding
                Environmental Facilities Revenue Bonds............................................................14
Section 2.04-   Interchangeability of bonds.......................................................................15
Section 2.05-   Charges upon exchange or transfer of bonds........................................................15

                                  ARTICLE III.
                                 MISCELLANEOUS.

Section 3.01-   Recitals of fact, except as stated, are statements of the Company.................................15
Section 3.02-   Supplemental Indenture to be construed as a part of the Original Indenture........................15
Section 3.03-   (a)  Trust Indenture Act to control...............................................................15
                (b)  Severability of provisions contained in Supplemental Indenture and bonds.....................15
Section 3.04-   Word "Indenture" as used herein includes in its meaning the Original Indenture and all indentures
                supplemental thereto..............................................................................16
Section 3.05-   References to either party in Supplemental Indenture include successors or assigns................16
Section 3.06-   (a)  Provision for execution in counterparts......................................................16
                (b) Table of contents and descriptive headings of Articles not to affect meaning..................16

Schedule A        ...............................................................................................A-1
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     SUPPLEMENTAL INDENTURE, made as of the 1st day of September, 2001, by and
between LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation duly organized and
existing under and by virtue of the laws of the Commonwealth of Kentucky, having
its principal office in the City of Louisville, County of Jefferson, in said
Commonwealth of Kentucky (the "Company"), the party of the first part, and
HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under
and by virtue of the laws of the State of Illinois, having its principal office
at Two North LaSalle Street, City of Chicago, County of Cook, State of Illinois
60602, as Trustee (the "Trustee"), party of the second part;

                                   WITNESSETH:

     WHEREAS, the Company has heretofore executed and delivered its Trust
Indenture (the "Original Indenture"), made as of November 1, 1949, whereby the
Company granted, bargained, sold, warranted, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed unto the Trustee under
said Indenture and to its respective successors in trust, all property, real,
personal and mixed then owned or thereafter acquired or to be acquired by the
Company (except as therein excepted from the lien thereof) and subject to the
rights reserved by the Company in and by the provisions of the Original
Indenture, to be held by said Trustee in trust in accordance with the provisions
of the Original Indenture for the equal pro rata benefit and security of all and
each of the bonds issued and to be issued thereunder in accordance with the
provisions thereof, and

     WHEREAS, Section 2.01 of the Original Indenture provides that bonds may be
issued thereunder in one or more series, each series to have such distinctive
designation as the Board of Directors of the Company may select for such series;
and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture, bonds of a series designated "First
Mortgage Bonds, Series due November 1, 1979," bearing interest at the rate of 2
3/4% per annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated February 1, 1952, bonds of a series designated "First Mortgage
Bonds, Series due February 1, 1982," bearing interest at the rate of 3 1/8% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated February 1, 1954, bonds of a series designated "First Mortgage
Bonds, Series due February 1, 1984," bearing interest at the rate of 3 1/8% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 1, 1957, bonds of a series designated "First Mortgage
Bonds, Series due September 1, 1987," bearing interest at the rate of 4 7/8% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated October 1, 1960, bonds

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of a series designated "First Mortgage Bonds, Series due October 1, 1990,"
bearing interest at the rate of 4 7/8% per annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated June 1, 1966, bonds of a series designated "First Mortgage
Bonds, Series due June 1, 1996," bearing interest at the rate of 5 5/8% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated June 1, 1968, bonds of a series designated "First Mortgage
Bonds, Series due June 1, 1998," bearing interest at the rate of 6 3/4% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated June 1, 1970, bonds of a series designated "First Mortgage
Bonds, Series due July 1, 2000," bearing interest at the rate of 9 1/4% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated August 1, 1971, bonds of a series designated "First Mortgage
Bonds, Series due August 1, 2001," bearing interest at the rate of 8 1/4% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated June 1, 1972, bonds of a series designated "First Mortgage
Bonds, Series due July 1, 2002," bearing interest at the rate of 7 1/2% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated February 1, 1975, bonds of a series designated "First Mortgage
Bonds, Series due March 1, 2005," bearing interest at the rate of 8 7/8% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 1, 1975, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series A," bearing interest as provided therein and
maturing September 1, 2000; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 1, 1976, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series B," bearing interest as provided therein and
maturing September 1, 2006; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated October 1, 1976, bonds

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of a series designated "First Mortgage Bonds, Series due November 1, 2006,"
bearing interest at the rate of 8 1/2% per annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated June 1, 1978, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series C," bearing interest as provided therein and
maturing June 1, 1998/2008; and

     WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Supplemental Indenture dated February 15, 1979, setting forth duly adopted
modifications and alterations to the Original Indenture and all Supplemental
Indentures thereto; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 1, 1979, bonds of a series designated "First Mortgage
Bonds, Series due October 1, 2009," bearing interest at the rate of 10 1/8% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 15, 1979, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series D," bearing interest as provided therein and
maturing October 1, 2004/2009; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 15, 1981, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series E," bearing interest as provided therein and
maturing September 15, 1984; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated March 1, 1982, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series F," bearing interest as provided therein and
maturing March 1, 2012; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated March 15, 1982, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series G," bearing interest as provided therein and
maturing March 1, 2012; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 15, 1982, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series H," bearing interest as provided therein and
maturing September 15, 1992; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated February 15, 1984, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series I," bearing interest

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as provided therein and maturing February 15, 2011; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated July 1, 1985, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series J," bearing interest as provided therein and
maturing July 1, 1995/2015; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated November 15, 1986, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series K," bearing interest as provided therein and
maturing December 1, 2016; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated November 16, 1986, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series L," bearing interest as provided therein and
maturing December 1, 2016; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated August 1, 1987, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series M," bearing interest as provided therein and
maturing August 1, 1997; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated February 1, 1989, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series N," bearing interest as provided therein and
maturing February 1, 2019; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated February 2 1989, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series O," bearing interest as provided therein and
maturing February 1, 2019; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated June 15, 1990, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series P," bearing interest as provided therein and
maturing June 15, 2015; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated November 1, 1990, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series Q" and bonds of a series designated "First
Mortgage Bonds, Pollution Control Series R," each series bearing interest as
provided therein and maturing November 1, 2020; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 1, 1992,

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bonds of a series designated "First Mortgage Bonds, Pollution Control
Series S," bearing interest as provided therein and maturing September 1, 2017;
and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated September 2, 1992, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series T," bearing interest as provided therein and
maturing September 1, 2017; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated August 15, 1993, bonds of a series designated "First Mortgage
Bonds, Series due August 15, 2003," bearing interest at the rate of 6% per
annum; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated August 16, 1993, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series U," bearing interest as provided therein and
maturing August 15, 2013 and bonds of a series designated "First Mortgage Bonds,
Pollution Control Series V," bearing interest as provided therein and maturing
August 15, 2019; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated October 15, 1993, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series W," bearing interest as provided therein and
maturing October 15, 2020, and bonds of a series designated "First Mortgage
Bonds, Pollution Control Series X," bearing interest as provided therein and
maturing April 15, 2023; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated May 1, 2000, bonds of a series designated "First Mortgage Bonds,
Pollution Control Series Y," bearing interest as provided therein and maturing
May 1, 2027; and

     WHEREAS, the Company has heretofore issued in accordance with the
provisions of the Original Indenture as supplemented by the Supplemental
Indenture dated August 1, 2000, bonds of a series designated "First Mortgage
Bonds, Pollution Control Series Z," bearing interest as provided therein and
maturing August 1, 2030; and

     WHEREAS, the County of Jefferson in the Commonwealth of Kentucky (the
"County") has agreed to issue $10,104,000 principal amount of its Environmental
Facilities Revenue Bonds, 2001 Series A (Louisville Gas and Electric Company
Project) (the "Environmental Facilities Revenue Bonds") pursuant to the
provisions of the Indenture of Trust, dated as of July 1, 2001 (the
"Environmental Facilities Indenture"), between and among the County and BNY
Trust Company of Missouri, as Trustee, Paying Agent and Bond Registrar (said
Trustee or any successor trustee under the Environmental Facilities Indenture
being hereinafter referred to as the

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"Environmental Facilities Trustee"); and

     WHEREAS, the proceeds of the Environmental Facilities Revenue Bonds (other
than any accrued interest, if any, thereon) will be loaned by the County to the
Company pursuant to the provisions of a Loan Agreement, dated as of July 1,
2001, between the County and the Company (the "Agreement"), to reimburse the
Company for a portion of the costs of the acquisition, construction,
installation and equipping of certain solid waste disposal facilities at the
Mill Creek Generating Station of the Company, which facilities are hereinafter
sometimes referred to as the "Project," which Project is located in the County
and which Project is more fully described in Exhibit A to the Agreement; and

     WHEREAS, payments by the Company under and pursuant to the Agreement have
been assigned by the County to the Environmental Facilities Trustee in order to
secure the payment of the Environmental Facilities Revenue Bonds; and

     WHEREAS, in order to further secure the payment of the Environmental
Facilities Revenue Bonds, the Company desires to provide for the issuance under
the Original Indenture to the Environmental Facilities Trustee of a new series
of bonds designated "First Mortgage Bonds, Pollution Control Series AA"
(sometimes called "Bonds of Pollution Control Series AA"), in a principal amount
equal to the principal amount of the Environmental Facilities Revenue Bonds, and
with corresponding terms and maturity, the Bonds of Pollution Control Series AA
to be issued as registered bonds without coupons in denominations of a multiple
of $1,000; and the Bonds of Pollution Control Series AA are to be substantially
in the form and tenor following, to-wit:

                 (Form of Bonds of Pollution Control Series AA)

     This Bond has not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in contravention of said Act and is not
transferable except to a successor Trustee under the Indenture of Trust dated as
of July 1, 2001, from the County of Jefferson, Kentucky, to BNY Trust Company of
Missouri, as Trustee, Paying Agent and Bond Registrar.

                       LOUISVILLE GAS AND ELECTRIC COMPANY
          (Incorporated under the laws of the Commonwealth of Kentucky)
                               First Mortgage Bond
                           Pollution Control Series AA

No...................                                         $...............

     Louisville Gas and Electric Company, a corporation organized and existing
under and by virtue of the laws of the Commonwealth of Kentucky (herein called
the "Company"), for value received, hereby promises to pay to BNY Trust Company
of Missouri, St. Louis, Missouri, as Trustee under the Indenture of Trust (the
"Environmental Facilities Indenture") dated as of July 1, 2001, from the County
of Jefferson, Kentucky, to BNY Trust Company of Missouri, or any successor
trustee under the Environmental Facilities Indenture (the "Environmental
Facilities

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Trustee") and at the office of Harris Trust and Savings Bank, Chicago, Illinois
(the "Trustee") the sum of .................. Dollars in lawful money of the
United States of America on the Demand Redemption Date, as HEREinafter defined,
and to pay on the Demand Redemption Date to the Environmental Facilities
Trustee, interest hereon from the Initial Interest Accrual Date, as hereinafter
defined, to the Demand Redemption Date at the same rate or rates per annum then
and thereafter from time to time borne by the Environmental Facilities Revenue
Bonds, in like money, said interest being payable at the office of the Trustee
in Chicago, Illinois, subject to the provisions hereinafter set forth in the
event of a rescission of a Redemption Demand, as hereinafter defined.

     This bond is one of a duly authorized issue of bonds of the Company, known
as its First Mortgage Bonds, unlimited in aggregate principal amount, which
issue of bonds consists, or may consist of several series of varying
denominations, dates and tenors, all issued and to be issued under and equally
secured (except in so far as a sinking fund, or similar fund, established in
accordance with the provisions of the Indenture may afford additional security
for the bonds of any specific series) by a Trust Indenture dated November 1,
1949 (the "Original Indenture"), and Supplemental Indentures thereto dated
February 1, 1952, February 1, 1954, September 1, 1957, October 1, 1960, June 1,
1966, June 1, 1968, June 1,1970, August 1, 1971, June 1, 1972, February 1, 1975,
September 1, 1975, September 1, 1976, October 1, 1976, June 1, 1978, February
15, 1979, September 1, 1979, September 15, 1979, September 15, 1981, March 1,
1982, March 15, 1982, September 15, 1982, February 15, 1984, July 1, 1985,
November 15, 1986, November 16, 1986, August 1, 1987, February 1, 1989, February
2, 1989, June 15, 1990, November 1, 1990, September 1, 1992, September 2, 1992,
August 15, 1993, August 16, 1993, October 15, 1993, May 1, 2000, August 1, 2000
and September 1, 2001 (all of which instruments are herein collectively called
the "Indenture"), executed by the Company to the Trustee, to which Indenture
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the holders of the
bonds as to such security, and the terms and conditions upon which the bonds may
be issued under the Indenture and are secured. The principal hereof may be
declared or may become due on the conditions, in the manner and at the time set
forth in the Indenture, upon the happening of a completed default as in the
Indenture provided. The Indenture provides that such declaration may in certain
events be waived by the holders of a majority in principal amount of the bonds
outstanding.

     This bond is one of a series of bonds of the Company issued under the
Indenture and designated as First Mortgage Bonds, Pollution Control Series AA.
The bonds of this Series have been issued to the Environmental Facilities
Trustee under the Environmental Facilities Indenture to secure payment of the
Environmental Facilities Revenue Bonds, 2001 Series A (Louisville Gas and
Electric Company Project) (the "Environmental Facilities Revenue Bonds") issued
by the County of Jefferson, Kentucky (the "County") under the Environmental
Facilities Indenture, the proceeds of which have been or are to be loaned to the
Company pursuant to the provisions of the Loan Agreement dated as of July 1,
2001 (the "Agreement") between the Company and the County. The maturity of the
obligation represented by the bonds of this Series is September 1, 2027. The
date of maturity of the obligation represented by the bonds of this Series is
hereinafter referred to as the Final Maturity Date. The bonds of this Series
shall bear interest

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from the Initial Interest Accrual Date, as hereinafter defined, at the same rate
or rates per annum then and thereafter from time to time borne by the
Environmental Facilities Revenue Bonds.

     With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and/or of
the holders of the bonds, and/or the terms and provisions of the Indenture
and/or of any instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy percent in principal amount
of the bonds then outstanding under the Indenture and any instruments
supplemental thereto (excluding bonds disqualified from voting by reason of the
interest of the Company or of certain related persons therein as provided in the
Indenture), and by the affirmative vote of at least seventy percent in principal
amount of the bonds of any series entitled to vote then outstanding under the
Indenture and any instruments supplemental thereto (excluding bonds disqualified
from voting as aforesaid) and affected by such modification or alteration, in
case one or more but less than all of the series of bonds then outstanding are
so affected; provided that no such modification or alteration shall permit the
extension of the maturity of the principal of this bond or the reduction in the
rate of interest, if any, hereon or any other modification in the terms of
payment of such principal or interest, if any, or the taking of certain other
action as more fully set forth in the Indenture, without the consent of the
holder hereof.

     Except as provided in the next succeeding paragraph, in the event of a
default under Section 9.1 of the Agreement or in the event of a default in the
payment of the principal of, premium, if any, or interest (and such default in
the payment of interest continues for the full grace period, if any, permitted
by the Environmental Facilities Indenture and the Environmental Facilities
Revenue Bonds) on the Environmental Facilities Revenue Bonds, whether at
maturity, by tender for purchase, by acceleration, by sinking fund, redemption
or otherwise, as and when the same becomes due, the bonds of this Series shall
be redeemable in whole upon receipt by the Trustee of a written demand
(hereinafter called a "Redemption Demand") from the Environmental Facilities
Trustee stating that there has been such a default, stating that it is acting
pursuant to the authorization granted by Section 9.02(c) of the Environmental
Facilities Indenture, specifying the last date to which interest on the
Environmental Facilities Revenue Bonds has been paid (such date being
hereinafter referred to as the "Initial Interest Accrual Date") and demanding
redemption of the bonds of this Series. The Trustee shall, within 10 days after
receiving such Redemption Demand, mail a copy thereof to the Company marked to
indicate the date of its receipt by the Trustee. Promptly upon receipt by the
Company of such copy of a Redemption Demand, the Company shall fix a date on
which it will redeem the bonds of this Series so demanded to be redeemed
(hereinafter called the "Demand Redemption Date"). Notice of the date fixed as
and for the Demand Redemption Date shall be mailed by the Company to the Trustee
at least 30 days prior to such Demand Redemption Date. The date to be fixed by
the Company as and for the Demand Redemption Date may be any date up to and
including the earlier of (i) the 120th day after receipt by the Trustee of the
Redemption Demand or (ii) the Final Maturity Date, provided that if the Trustee
shall not have received such notice fixing the Demand Redemption Date within 90
days after receipt by it of the Redemption Demand, the Demand Redemption Date
shall be deemed to be the earlier of (i) the 120th day after receipt by the
Trustee of the Redemption Demand or (ii) the Final Maturity Date. The

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Trustee shall mail notice of the Demand Redemption Date (such notice being
hereinafter called the "Demand Redemption Notice") to the Environmental
Facilities Trustee not more than 10 nor less than five days prior to the Demand
Redemption Date. Notwithstanding the foregoing, if a default to which this
paragraph is applicable is existing on the Final Maturity Date, such date shall
be deemed to be the Demand Redemption Date without further action (including
actions specified in this paragraph) by the Environmental Facilities Trustee,
the Trustee or the Company. The bonds of this Series shall be redeemed by the
Company on the Demand Redemption Date, upon surrender thereof by the
Environmental Facilities Trustee to the Trustee, at a redemption price equal to
the principal amount thereof, plus accrued interest thereon at the rate per
annum set forth in the third paragraph of this Bond, from the Initial Interest
Accrual Date to the Demand Redemption Date. If a Redemption Demand is rescinded
by the Environmental Facilities Trustee by written notice to the Trustee prior
to the Demand Redemption Date, no Demand Redemption Notice shall be given, or,
if already given, shall be automatically annulled, and interest on the bonds of
this Series shall cease to accrue, all interest accrued thereon shall be
automatically rescinded and cancelled and the Company shall not be obligated to
make any payments of principal of or interest on the bonds of this Series; but
no such rescission shall extend to or affect any subsequent default or impair
any right consequent thereon.

     In the event that all of the bonds outstanding under the Indenture shall
have become immediately due and payable, whether by declaration or otherwise,
and such acceleration shall not have been annulled, the bonds of this Series
shall bear interest at the rate per annum set forth in the third paragraph of
this bond, from the Initial Interest Accrual Date, as specified in a written
notice to the Trustee from the Environmental Facilities Trustee, and the
principal of and interest on the bonds of this Series from the Initial Interest
Accrual Date shall be payable in accordance with the provisions of the
Indenture.

     Upon payment of the principal of and premium, if any, and interest on the
Environmental Facilities Revenue Bonds, whether at maturity or prior to maturity
by redemption or otherwise, and the surrender thereof to and cancellation
thereof by the Environmental Facilities Trustee (other than any Environmental
Facilities Revenue Bond that was cancelled by the Environmental Facilities
Trustee and for which one or more other Environmental Facilities Revenue Bonds
were delivered and authenticated pursuant to the Environmental Facilities
Indenture in lieu of or in exchange or substitution for such cancelled
Environmental Facilities Revenue Bond), or upon provision for the payment
thereof having been made in accordance with the Environmental Facilities
Indenture, bonds of this Series in a principal amount equal to the principal
amount of the Environmental Facilities Revenue Bonds so surrendered and
cancelled or for the provision for which payment has been made shall be deemed
fully paid and the obligations of the Company thereunder shall be terminated,
and such bonds of this Series shall be surrendered by the Environmental
Facilities Trustee to the Trustee and shall be cancelled by the Trustee. From
and after the Release Date (as defined below), the bonds of this Series shall be
deemed fully paid, satisfied and discharged and the obligations of the Company
hereunder and thereunder shall be terminated. The Release Date shall be the date
that the Bond Insurer (as such term is defined in the Environmental Facilities
Indenture), at the request of the Company, consents to the release of the bonds
of this Series as security for the Environmental Facilities Revenue Bonds,
provided

                                        9
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that in no event shall that date be later than the date as of which all bonds
issued under the Indenture prior to the date of initial issuance of this bond
(and excluding bonds of this Series and First Mortgage Bonds, Pollution Control
Series Y and Z) have been retired through payment, redemption or otherwise
(including those bonds "deemed to be redeemed" within the meaning of that term
as used in Article X of the Original Indenture) at, before or after the maturity
thereof. On the Release Date, the bonds of this Series shall be surrendered by
the Environmental Facilities Trustee to the Trustee whereupon the bonds of said
Series so surrendered shall be cancelled by the Trustee.

     No recourse shall be had for the payment of principal of, or interest, if
any, on this bond, or any part thereof, or of any claim based hereon or in
respect hereof or of the Indenture, against any incorporator, or any past,
present or future stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through the Company, or
through any such predecessor or successor corporation, or through any receiver
or trustee in bankruptcy, whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released, as more fully provided in the
Indenture.

     This bond shall not be valid or become obligatory for any purpose unless
and until the certificate of authentication hereon shall have been signed by or
on behalf of Harris Trust and Savings Bank, as Trustee under the Indenture, or
its successor thereunder.

     IN WITNESS WHEREOF, LOUISVILLE GAS AND ELECTRIC COMPANY has caused this
instrument to be signed in its name by its President or a Vice President or with
the facsimile signature of its President, and its corporate seal, or a facsimile
thereof, to be hereto affixed and attested by its Secretary or Assistant
Secretary or with the facsimile signature of its Secretary.

     Dated                            LOUISVILLE GAS AND ELECTRIC COMPANY

Attest:                               By
                                         --------------------------------
                                                Vice President

-------------------------
        Secretary

                                       10
<Page>

and

     WHEREAS, the Company is desirous of specifically assigning, conveying,
mortgaging, pledging, transferring and setting over additional property unto the
Trustee and to its respective successors in trust; and

     WHEREAS, Sections 4.01 and 21.03 of the Original Indenture provide in
substance that the Company and the Trustee may enter into indentures
supplemental thereto for the purposes, among others, of creating and setting
forth the particulars of any new series of bonds and of providing the terms and
conditions of the issue of the bonds of any series not expressly provided for in
the Original Indenture and of assigning, conveying, mortgaging, pledging and
transferring unto the Trustee additional property of the Company, and for any
other purpose not inconsistent with the terms of the Original Indenture; and

     WHEREAS, the execution and delivery of this Supplemental Indenture have
been duly authorized by a resolution adopted by the Board of Directors of the
Company;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     Louisville Gas and Electric Company, in consideration of the premises and
of one dollar to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and
other good and valuable considerations, does hereby covenant and agree to and
with Harris Trust and Savings Bank, as Trustee, and its successors in the trust
under the Indenture for the benefit of those who hold or shall hold the bonds
issued or to be issued thereunder, as follows:

                                   ARTICLE I.

      SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE

     Section 1.01. The Company in order better to secure the payment, both of
principal and interest, of all bonds of the Company at any time outstanding
under the Indenture, according to their tenor and effect, and the performance of
and compliance with the covenants and conditions in the Indenture contained, has
granted, bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed and by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Harris Trust and Savings Bank, as Trustee and to its
respective successors in said trust forever, subject to the rights reserved by
the Company in and by the provisions of the Indenture, all the property
described and mentioned or enumerated in a schedule hereto annexed and marked
Schedule A, reference to said schedule being hereby made with the same force and
effect as if the same were incorporated herein at length; together with all and
singular the tenements, hereditaments and appurtenances belonging or in any wise
appertaining to the aforesaid property or any part thereof with the reversion
and reversions, remainder and remainders, tolls, rents and revenues, issues,
income, product and profits thereof;

                                       11
<Page>

     Also, in order to subject all of the personal property and chattels of the
Company to the lien of the Indenture in conformity with the provisions of the
Uniform Commercial Code of the Commonwealth of Kentucky, all steam, hydro and
other electric generating plants, including buildings and other structures,
turbines, generators, boilers, condensing equipment, and all other equipment;
substations; electric transmission and distribution systems, including
structures, poles, towers, fixtures, conduits, insulators, wires, cables,
transformers, services and meters; steam and heating mains and equipment; gas
generating and coke plants, including buildings, holders and other structures,
boilers and other boiler plant equipment, benches, retorts, coke ovens, water
gas sets, condensing and purification equipment, piping and other accessory
works equipment; facilities for gas storage whether above or below surface; gas
transmission and distribution systems, including structures, mains, compressor
stations, purifier stations, pressure holders, governors, services and meters;
office, shop, garage and other general buildings and structures, furniture and
fixtures; and all municipal and other franchises and all leaseholds, licenses,
permits, easements, and privileges; all as now owned or hereafter acquired by
the Company pursuant to the provisions of the Original Indenture; and

     All the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof;

     Excluding, however, (1) all shares of stock, bonds, notes, evidences of
indebtedness and other securities other than such as may be or are required to
be deposited from time to time with the Trustee in accordance with the
provisions of the Indenture; (2) cash on hand and in banks other than such as
may be or is required to be deposited from time to time with the Trustee in
accordance with the provisions of the Indenture; (3) contracts, claims, bills
and accounts receivable and chooses in action other than such as may be or are
required to be from time to time assigned to the Trustee in accordance with the
provisions of the Indenture; (4) motor vehicles; (5) any stock of goods, wares
and merchandise, equipment, materials and supplies acquired for the purpose of
sale or lease in the usual course of business or for the purpose of consumption
in the operation, construction or repair of any of the properties of the
Company; and (6) the properties described in Schedule B annexed to the Original
Indenture.

     To have and to hold all said property, real, personal and mixed, mortgaged,
pledged or conveyed by the Company as aforesaid, or intended so to be, unto the
Trustee and its successors and assigns forever, subject, however, to permissible
encumbrances as defined in Section 1.09 of the Original Indenture and to the
further reservations, covenants, conditions, uses and trusts set forth in the
Indenture, in trust nevertheless for the same purposes and upon the same
conditions as are set forth in the Indenture.

                                   ARTICLE II.

               PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES AA

     Section 2.01. There is hereby created, for issuance under the Original
Indenture, a series of bonds designated Pollution Control Series AA, each of
which shall bear the descriptive title

                                       12
<Page>

"First Mortgage Bonds, Pollution Control Series AA" and the form thereof shall
contain suitable provisions with respect to the matters specified in this
section. The Bonds of Pollution Control Series AA shall be printed, lithographed
or typewritten and shall be substantially of the tenor and purport previously
recited. The Bonds of Pollution Control Series AA shall be issued as registered
bonds without coupons in denominations of a multiple of $1,000 and shall be
registered in the name of the Environmental Facilities Trustee. The Bonds of
Pollution Control Series AA shall be dated as of the date of their
authentication.

     The Bonds of Pollution Control Series AA shall be payable, both as to
principal and interest, at the office of the Trustee in Chicago, Illinois, in
lawful money of the United States of America. The maturity of the obligation
represented by the Bonds of Pollution Control Series AA is September 1, 2027.
The date of maturity of the obligation represented by the Bonds of Pollution
Control Series AA is hereinafter referred to as the Final Maturity Date. The
Bonds of Pollution Control Series AA shall bear interest from the Initial
Interest Accrual Date, as hereinafter defined, at the same rate or rates then
and thereafter from time to time borne by the Environmental Facilities Revenue
Bonds.

     Section 2.02. Except as provided in the next succeeding paragraph of this
Section 2.02, in the event of a default under Section 9.1 of the Agreement or in
the event of a default in the payment of the principal of, premium, if any, or
interest (and such default in the payment of interest continues for the full
grace period, if any, permitted by the Environmental Facilities Indenture and
the Environmental Facilities Revenue Bonds) on the Environmental Facilities
Revenue Bonds, whether at maturity, by tender for purchase, by acceleration, by
sinking fund, redemption or otherwise, as and when the same becomes due, the
Bonds of Pollution Control Series AA shall be redeemable in whole upon receipt
by the Trustee of a written demand (hereinafter called a "Redemption Demand")
from the Environmental Facilities Trustee stating that there has been such a
default, stating that it is acting pursuant to the authorization granted by
Section 9.02(c) of the Environmental Facilities Indenture, specifying the last
date to which interest on the Environmental Facilities Revenue Bonds has been
paid (such date being hereinafter referred to as the "Initial Interest Accrual
Date") and demanding redemption of the Bonds of Pollution Control Series AA. The
Trustee shall, within 10 days after receiving such Redemption Demand, mail a
copy thereof to the Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a Redemption
Demand, the Company shall fix a date on which it will redeem the Bonds of
Pollution Control Series AA so demanded to be redeemed (hereinafter called the
"Demand Redemption Date"). Notice of the date fixed as the Demand Redemption
Date shall be mailed by the Company to the Trustee at least 30 days prior to
such Demand Redemption Date. The date to be fixed by the Company as and for the
Demand Redemption Date may be any date up to and including the earlier of (i)
the 120th day after receipt by the Trustee of the Redemption Demand or (ii) the
Final Maturity Date, provided that if the Trustee shall not have received such
notice fixing the Demand Redemption Date within 90 days after receipt by it of
the Redemption Demand, the Demand Redemption Date shall be deemed to be the
earlier of (i) the 120th day after receipt by the Trustee of the Redemption
Demand or (ii) the Final Maturity Date. The Trustee shall mail notice of the
Demand Redemption Date (such notice being hereinafter called the "Demand

                                       13
<Page>

Redemption Notice") to the Environmental Facilities Trustee not more than 10
nor less than five days prior to the Demand Redemption Date. Notwithstanding the
foregoing, if a default to which this paragraph is applicable is existing on the
Final Maturity Date, such date shall be deemed to be the Demand Redemption Date
without further action (including actions specified in this paragraph) by the
Environmental Facilities Trustee, the Trustee or the Company. The Bonds of
Pollution Control Series AA shall be redeemed by the Company on the Demand
Redemption Date, upon surrender thereof by the Environmental Facilities Trustee
to the Trustee, at a redemption price equal to the principal amount thereof,
plus accrued interest thereon at the rate per annum set forth in Section 2.01
hereof, from the Initial Interest Accrual Date to the Demand Redemption Date. If
a Redemption Demand is rescinded by the Environmental Facilities Trustee by
written notice to the Trustee prior to the Demand Redemption Date, no Demand
Redemption Notice shall be given, or, if already given, shall be automatically
annulled, and interest on the Bonds of Pollution Control Series AA shall cease
to accrue, all interest accrued thereon shall be automatically rescinded and
cancelled and the Company shall not be obligated to make any payments of
principal of or interest on the Bonds of Pollution Control Series AA; but no
such rescission shall extend to or affect any subsequent default or impair any
right consequent thereon.

     In the event that all of the bonds outstanding under the Indenture shall
have become immediately due and payable, whether by declaration or otherwise,
and such acceleration shall not have been annulled, the Bonds of Pollution
Control Series AA shall bear interest at the rate per annum set forth in Section
2.01 hereof, from the Interest Accrual Date, as specified in a written notice to
the Trustee from the Environmental Facilities Trustee, and the principal of and
interest on the Bonds of Pollution Control Series AA from the Initial Interest
Accrual Date shall be payable in accordance with the provisions of the
Indenture.

     Anything herein contained to the contrary notwithstanding, the Trustee is
not authorized to take any action pursuant to a Redemption Demand or a
rescission thereof or a written notice required by this Section 2.02, and such
Redemption Demand, rescission or notice shall be of no force or effect, unless
it is executed in the name of the Environmental Facilities Trustee by one of its
Vice Presidents.

     Section 2.03. Upon payment of the principal of and premium, if any, and
interest on the Environmental Facilities Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, and the surrender thereof to and
cancellation thereof by the Environmental Facilities Trustee (other than any
Environmental Facilities Revenue Bond that was cancelled by the Environmental
Facilities Trustee and for which one or more other Environmental Facilities
Revenue Bonds were delivered and authenticated pursuant to the Environmental
Facilities Indenture in lieu of or in exchange or substitution for such
cancelled Environmental Facilities Revenue Bond), or upon provision for the
payment thereof having been made in accordance with the Environmental Facilities
Indenture, Bonds of Pollution Control Series AA in a principal amount equal to
the principal amount of the Environmental Facilities Revenue Bonds so
surrendered and cancelled or for the provision for which payment has been made
shall be deemed fully paid and the obligations of the Company thereunder shall
be terminated, and such

                                       14
<Page>

Bonds of Pollution Control Series AA shall be surrendered by the Environmental
Facilities Trustee to the Trustee and shall be cancelled and destroyed by the
Trustee, and a certificate of such cancellation and destruction shall be
delivered to the Company. From and after the Release Date (as defined below),
the bonds of this Series shall be deemed fully paid, satisfied and discharged
and the obligations of the Company hereunder and thereunder shall be terminated.
The Release Date shall be the date that the Bond Insurer (as such term is
defined in the Environmental Facilities Indenture), at the request of the
Company, consents to the release of the bonds of this Series as security for the
Environmental Facilities Revenue Bonds, provided that in no event shall that
date be later than the date as of which all bonds issued under the Indenture
prior to the date of initial issuance of this bond (and excluding bonds of this
Series and First Mortgage Bonds, Pollution Control Series Y and Z) have been
retired through payment, redemption or otherwise (including those bonds "deemed
to be redeemed" within the meaning of that term as used in Article X of the
Original Indenture) at, before or after the maturity thereof. On the Release
Date, the bonds of this Series shall be surrendered by the Environmental
Facilities Trustee to the Trustee whereupon the Bonds of said Series so
surrendered shall be cancelled by the Trustee.

     Section 2.04. Prior to the Release Date, the Environmental Facilities
Trustee as the registered holder of the Bonds of Pollution Control Series AA at
its option may surrender the same at the office of the Trustee, in Chicago,
Illinois, or elsewhere, if authorized by the Company, for cancellation, in
exchange for other bonds of the same series of the same aggregate principal
amount. Thereupon, and upon receipt of any payment required under the provisions
of Section 2.05 hereof, the Company shall execute and deliver to the Trustee and
the Trustee shall authenticate and deliver such other registered bonds to such
registered holder at its office or at any other place specified as aforesaid.

     Section 2.05. No charge shall be made by the Company for any exchange or
transfer of Bonds of Pollution Control Series AA other than for taxes or other
governmental charges, if any, that may be imposed in relation thereto.

                                  ARTICLE III.

                                  MISCELLANEOUS

     Section 3.01. The recitals of fact herein and in the bonds (except the
Trustee's Certificate) shall be taken as statements of the Company and shall not
be construed as made or warranted by the Trustee. The Trustee makes no
representations as to the value of any of the property subject to the lien of
the Indenture, or any part thereof, or as to the title of the Company thereto,
or as to the security afforded thereby and hereby, or as to the validity of this
Supplemental Indenture and the Trustee shall incur no responsibility in respect
of such matters.

     Section 3.02. This Supplemental Indenture shall be construed in connection
with and as a part of the Original Indenture.

     Section 3.03. (a) If any provision of this Supplemental Indenture limits,
qualifies or

                                       15
<Page>

conflicts with another provision of the Original Indenture or this Supplemental
Indenture required to be included in indentures qualified under the Trust
Indenture Act of 1939, as amended (as enacted prior to the date of this
Supplemental Indenture) by any of the provisions of Sections 310 to 317,
inclusive, of the said Act, such required provision shall control.

     (b) In case any one or more of the provisions contained in this
Supplemental Indenture or in the bonds issued hereunder shall be invalid,
illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.

     Section 3.04. Wherever in this Supplemental Indenture the word "Indenture"
is used without either prefix, "Original" or "Supplemental," such word was used
intentionally to include in its meaning both the Original Indenture and all
indentures supplemental thereto.

     Section 3.05. Wherever in this Supplemental Indenture either of the parties
hereto is named or referred to, this shall be deemed to include the successors
or assigns of such party, and all the covenants and agreements in this
Supplemental Indenture contained by or on behalf of the Company or by or on
behalf of the Trustee shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.

     Section 3.06. (a) This Supplemental Indenture may be simultaneously
executed in several counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.

     (b) The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Indenture were formulated, used and inserted in
this Supplemental Indenture for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.

                                       16
<Page>

     IN WITNESS WHEREOF, the party of the first part has caused its corporate
name and seal to be hereunto affixed and this Supplemental Indenture to be
signed by its Treasurer and attested by its Executive Vice President, General
Counsel and Corporate Secretary for and in its behalf, and the party of the
second part to evidence its acceptance of the trust hereby created, has caused
its corporate name and seal to be hereunto affixed, and this Supplemental
Indenture to be signed by one of its Vice Presidents, and attested by its
Secretary or an Assistant Secretary, for and in its behalf, all done as of the
1st day of September, 2001.

                                        LOUISVILLE GAS AND ELECTRIC COMPANY

                                        By:
                                           -------------------------
                                                 Daniel K. Arbough
                                                     TREASURER

(CORPORATE SEAL)

ATTEST:
       --------------------
           John R. McCall
      EXECUTIVE VICE PRESIDENT,
        GENERAL COUNSEL AND
        CORPORATE SECRETARY

                                        HARRIS TRUST AND SAVINGS BANK

                                        By:
                                           --------------------------
                                                  J. Bartolini
                                                 VICE PRESIDENT

(CORPORATE SEAL)

ATTEST:
       --------------------
            C. Potter
       ASSISTANT SECRETARY

                                       17
<Page>

COMMONWEALTH OF            )
KENTUCKY                   )       SS:
                           )
COUNTY OF JEFFERSON        )

     BE IT REMEMBERED that on this _____ day of September, 2001, before me, a
Notary Public duly commissioned in and for the County and Commonwealth
aforesaid, personally appeared DANIEL K. ARBOUGH and JOHN R. MCCALL,
respectively, Treasurer and Executive Vice President, General Counsel and
Corporate Secretary of Louisville Gas and Electric Company, a corporation
organized and existing under and by virtue of the laws of the Commonwealth of
Kentucky, who are personally known to me to be such officers, respectively, and
who are personally known to me to be the same persons who executed as officers
the foregoing instrument of writing, and such persons duly acknowledged before
me the execution of the foregoing instrument of writing to be their act and deed
and the act and deed of said corporation.

     WITNESS my hand and notarial seal this _____ day of September, 2001.

                                                  NOTARY PUBLIC
                                        KENTUCKY, COMMONWEALTH AT LARGE

                                                                (Notarial Seal)

                                   My Commission Expires:
                                                         --------------------

                                       18
<Page>

STATE OF ILLINOIS          )        SS:
                           )
COUNTY OF COOK             )

     BE IT REMEMBERED that on this ______ day of September, 2001, before me, a
Notary Public duly commissioned in and for the County and State aforesaid,
personally appeared J. BARTOLINI and C. POTTER respectively, Vice President and
Assistant Secretary of Harris Trust and Savings Bank, a corporation organized
and existing under and by virtue of the laws of the State of Illinois, who are
personally known to me to be such officers, respectively, and who are personally
known to me to be the same persons who executed as officers the foregoing
instrument of writing, and such persons duly acknowledged before me the
execution of the foregoing instrument of writing to be their act and deed and
the act and deed of said corporation.

     WITNESS my hand and notarial seal this ______ day of September, 2001.

                                        NOTARY PUBLIC IN AND FOR THE COUNTY OF
                                              COOK AND STATE OF ILLINOIS

                                                                (Notarial Seal)

                                   My Commission Expires:
                                                         --------------------
This Instrument Prepared by:

James Dimas
LG&E Energy Corp.
220 W. Main Street
Louisville, Kentucky  40202


By
  -------------------------------
       James Dimas
       (502) 627-3712

                                       19
<Page>

                                   SCHEDULE A

     The following property situated, lying and being in the County of
Jefferson, State of Kentucky, to wit:

ELECTRIC TRANSMISSION LINES

     A 138KV steel pole transmission line #3823 in Jefferson County, Kentucky.
This line is built from International Substation to existing Cane Run Switching
for a distance of 1.3 miles.