**EXHIBIT 4.41**

** **

**SUPPLEMENTAL INDENTURE**

 

**FROM**

 

**LOUISVILLE GAS AND ELECTRIC COMPANY**

 

**TO**

 

**BNY MIDWEST TRUST COMPANYTRUSTEE**

 

 

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**DATED OCTOBER 1, 2002**

 

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**SUPPLEMENTAL TO TRUST INDENTURE**

 

**DATED NOVEMBER 1, 1949**

 

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**Table of Contents**

 
| Parties                                                                 |
|-------------------------------------------------------------------------|
| Recitals                                                                |
| Form of  Bonds of Pollution Control Series FF                           |
| Further Recitals                                                        |
|                                                                    |   |
| **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 |
|                                                                    |   |
| **ARTICLE II.**                                                         |
| PROVISIONS  OF BONDS OF POLLUTION CONTROL SERIES FF.                    |
|                                                                    |   |
| Section 2.01-                                                           | Terms of Bonds of Pollution Control Series  FF |
| Section 2.02-                                                           | Payment of principal and interest-Bonds of  Pollution Control Series FF |
| Section 2.03-                                                           | Bonds of Pollution Control Series FF  deemed fully paid upon payment of corresponding Pollution Control Revenue  Bonds |
| Section 2.04-                                                           | Interchangeability of bonds |
| Section 2.05-                                                           | Charges upon exchange or transfer of  bonds |
|                                                                    |   |
| **ARTICLE III.**                                                        |
| MISCELLANEOUS.                                                          |
|                                                                    |   |
| Section 3.01-                                                           | Recitals of fact, except as stated, are  statements of the Company |
| Section 3.02-                                                           | Supplemental Indenture to be construed as  a part of the Original Indenture |
| Section 3.03-                                                           | (a)   Trust Indenture Act to control |
|                                                                    | (b)   Severability of provisions contained in Supplemental Indenture and  bonds |
| Section 3.04-                                                           | Word “Indenture” as used herein includes  in its meaning the Original Indenture and all indentures supplemental thereto |
| Section 3.05-                                                           | References to either party in  Supplemental Indenture include successors or assigns |
| Section 3.06-                                                           | (a)   Provision for execution in counterparts |
|                                                                    | (b)   Table of contents and descriptive headings of Articles not to affect  meaning |

 

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**Supplemental Indenture**,made as of the 1st day of October, 2002, by and between Louisville Gas And Electric Company, a corporation dulyorganized and existing under and by virtue of the laws of the Commonwealth ofKentucky, having its principal office in the City of Louisville, County ofJefferson, in said Commonwealth of Kentucky (the “Company”), the party of thefirst part, and BNY Midwest Trust Company,a corporation duly organized and existing under and by virtue of the laws ofthe State of Illinois, having its principal office at Two North LaSalle Street,City of Chicago, County of Cook, State of Illinois 60602, successor to HarrisTrust and Savings Bank, as Trustee (the “Trustee”), party of the second part;

 

WITNESSETH:

 

WHEREAS, the Company has heretofore executed and delivered itsTrust 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 theTrustee under said Indenture and to its respective successors in trust, allproperty, real, personal and mixed then owned or thereafter acquired or to beacquired by the Company (except as therein excepted from the lien thereof) andsubject to the rights reserved by the Company in and by the provisions of theOriginal Indenture, to be held by said Trustee in trust in accordance with theprovisions of the Original Indenture for the equal pro rata benefit andsecurity of all and each of the bonds issued and to be issued thereunder inaccordance with the provisions thereof, and

 

WHEREAS, Section 2.01 of the Original Indenture provides thatbonds may be issued thereunder in one or more series, each series to have suchdistinctive designation as the Board of Directors of the Company may select forsuch series; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture, bonds of a series designated “FirstMortgage Bonds, Series due November 1, 1979,” bearing interest at the rateof 2 3/4% per annum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated February 1, 1952, bonds of a series designated “First MortgageBonds, Series due February 1, 1982,” bearing interest at the rate of 3 1/8% perannum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated February 1, 1954, bonds of a series designated “First MortgageBonds, Series due February 1, 1984,” bearing interest at the rate of 3 1/8% perannum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated September 1, 1957, bonds of a series designated “First MortgageBonds, 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 withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated October 1, 1960, bonds 

 

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

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated June 1, 1966, bonds of a series designated “First MortgageBonds, Series due June 1, 1996,” bearing interest at the rate of 5 5/8% perannum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated June 1, 1968, bonds of a series designated “First MortgageBonds, Series due June 1, 1998,” bearing interest at the rate of 6 3/4% perannum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated June 1, 1970, bonds of a series designated “First MortgageBonds, Series due July 1, 2000,” bearing interest at the rate of 9 1/4% perannum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated August 1, 1971, bonds of a series designated “First MortgageBonds, Series due August 1, 2001,” bearing interest at the rate of 8 1/4% perannum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated June 1, 1972, bonds of a series designated “First MortgageBonds, Series due July 1, 2002,” bearing interest at the rate of 7 1/2% perannum; and

 

WHEREAS, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated February 1, 1975, bonds of a series designated “First MortgageBonds, Series due March 1, 2005,” bearing interest at the rate of 8 7/8% perannum; and

 

Whereas, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated September 1, 1975, bonds of a series designated “First MortgageBonds, Pollution Control Series A,” bearing interest as provided therein andmaturing September 1, 2000; and

 

Whereas, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated September 1, 1976, bonds of a series designated “First MortgageBonds, Pollution Control Series B,” bearing interest as provided therein and maturingSeptember 1, 2006; and

 

Whereas, the Company has heretofore issued in accordance withthe provisions of the Original Indenture as supplemented by the SupplementalIndenture dated October 1, 1976, bonds 

 

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

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated June 1, 1978, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series C,” bearinginterest as provided therein and maturing June 1, 1998/2008; and

 

WHEREAS, the Company hasheretofore executed and delivered to the Trustee a Supplemental Indenture datedFebruary 15, 1979, setting forth duly adopted modifications and alterations tothe Original Indenture and all Supplemental Indentures thereto; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated September 1, 1979, bonds ofa series designated “First Mortgage Bonds, Series due October 1, 2009,” bearinginterest at the rate of 10 1/8% per annum; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated September 15, 1979, bondsof 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 hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated September 15, 1981, bondsof a series designated “First Mortgage Bonds, Pollution Control Series E,”bearing interest as provided therein and maturing September 15, 1984; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated March 1, 1982, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series F,” bearinginterest as provided therein and maturing March 1, 2012; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated March 15, 1982, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series G,” bearinginterest as provided therein and maturing March 1, 2012; and

 

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

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated February 15, 1984, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series I,” bearinginterest 

 

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asprovided therein and maturing February 15, 2011; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas 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 maturingJuly 1, 1995/2015; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated November 15, 1986, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series K,” bearinginterest as provided therein and maturing December 1, 2016; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated November 16, 1986, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series L,” bearinginterest as provided therein and maturing December 1, 2016; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated August 1, 1987, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series M,” bearinginterest as provided therein and maturing August 1, 1997; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated February 1, 1989, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series N,” bearinginterest as provided therein and maturing February 1, 2019; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated February 2, 1989, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series O,” bearinginterest as provided therein and maturing February 1, 2019; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated June 15, 1990, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series P,” bearinginterest as provided therein and maturing June 15, 2015; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated November 1, 1990, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series Q” andbonds of a series designated “First Mortgage Bonds, Pollution Control SeriesR,” each series bearing interest as provided therein and maturing November 1,2020; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated September 1, 1992, 

 

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bondsof a series designated “First Mortgage Bonds, Pollution Control Series S,”bearing interest as provided therein and maturing September 1, 2017; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated September 2, 1992, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series T,” bearinginterest as provided therein and maturing September 1, 2017; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated August 15, 1993, bonds of aseries designated “First Mortgage Bonds, Series due August 15, 2003,” bearinginterest at the rate of 6% per annum; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated August 16, 1993, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series U,” bearinginterest as provided therein and maturing August 15, 2013 and bonds of a seriesdesignated “First Mortgage Bonds, Pollution Control Series V,” bearing interestas provided therein and maturing August 15, 2019; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated October 15, 1993, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series W,” bearinginterest as provided therein and maturing October 15, 2020, and bonds of aseries designated “First Mortgage Bonds, Pollution Control Series X,” bearinginterest as provided therein and maturing April 15, 2023; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated May 1, 2000, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series Y,” bearinginterest as provided therein and maturing May 1, 2027; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated August 1, 2000, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series Z,” bearinginterest as provided therein and maturing August 1, 2030; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated September 1, 2001, bonds ofa series designated “First Mortgage Bonds, Pollution Control Series AA,”bearing interest as provided therein and maturing September 1, 2027; and

 

WHEREAS, the Company hasheretofore issued in accordance with the provisions of the Original Indentureas supplemented by the Supplemental Indenture dated March 1, 2002, bonds of aseries designated “First Mortgage Bonds, Pollution Control Series BB,” bearinginterest as 

 

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providedtherein and maturing September 1, 2026, and bonds of a series designated “FirstMortgage Bonds, Pollution Control Series CC,” bearing interest as providedtherein and maturing September 1, 2026; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated March 15, 2002, bonds of a series designated“First Mortgage Bonds, Pollution Control Series DD,” bearing interest asprovided therein and maturing November 1, 2027, and bonds of a seriesdesignated “First Mortgage Bonds, Pollution Control Series EE,” bearinginterest as provided therein and maturing November 1, 2027; and

 

WHEREAS, the County of Trimble in the Commonwealth ofKentucky (the “County”) has agreed to issue $41,665,000 principal amount of itsPollution Control Revenue Bonds, 2002 Series A (Louisville Gas and ElectricCompany Project) (the “Pollution Control Revenue Bonds”) pursuant to theprovisions of the Indenture of Trust, dated as of July 1, 2002 (the “PollutionControl Indenture”), between and among Trimble County and Deutsche Bank TrustCompany Americas, as Trustee, Paying Agent and Bond Registrar (said Trustee orany successor trustee under the Pollution Control Indenture being hereinafterreferred to as the “Pollution Control Trustee”); and

 

WHEREAS, the proceeds of the Pollution Control RevenueBonds (other than any accrued interest, if any, thereon) will be loaned by theCounty to the Company pursuant to the provisions of a Loan Agreement, dated asof July 1, 2002, between the County and the Company (the “Agreement”), to payand discharge $41,665,000 in outstanding principal amount of “County ofTrimble, Kentucky, Pollution Control Revenue Bonds (Louisville Gas and ElectricCompany Project) 1990 Series B,” dated November 20, 1990 (the “1990 Bonds”) onthe date of issuance of the Pollution Control Revenue Bonds.  The 1990 Bonds were issued to finance thecost of construction of certain air and water pollution control facilities atthe Trimble County Generating Station of the Company, which facilities arehereinafter sometimes referred to as the “1990 Project,” which 1990 Project islocated in the County and which 1990 Project is more fully described in ExhibitA-1 to the Agreement; and

 

WHEREAS, payments by the Company under and pursuant tothe Agreement have been assigned by the County to the Pollution Control Trusteein order to secure the payment of the Pollution Control Revenue Bonds; and

 

WHEREAS, in order to further secure the payment of thePollution Control Revenue Bonds, the Company desires to provide for theissuance under the Original Indenture to the Pollution Control Trustee of a newseries of bonds designated “First Mortgage Bonds, Pollution Control Series FF”(sometimes called “Bonds of Pollution Control Series FF”), in a principalamount equal to the principal amount of the Pollution Control Revenue Bonds,and with corresponding terms and maturity, the Bonds of Pollution ControlSeries FF to be issued as registered bonds without coupons in denominations ofa multiple of $1,000; and the Bonds of Pollution Control Series FF are to besubstantially in the form and tenor following, to-wit:

 

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(Formof Bonds of Pollution Control Series FF)

 

ThisBond has not been registered under the Securities Act of 1933, as amended, andmay not be offered or sold in contravention of said Act and is not transferableexcept to a successor Trustee under the Indenture of Trust dated as of July 1,2002, from the County of Trimble, Kentucky, to Deutsche Bank Trust CompanyAmericas, as Trustee, Paying Agent and Bond Registrar.

 

LOUISVILLE GAS ANDELECTRIC COMPANY

(Incorporatedunder the laws of the Commonwealth of Kentucky)First Mortgage BondPollution Control Series FF

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

 

LouisvilleGas and Electric Company, a corporation organized and existing under and byvirtue of the laws of the Commonwealth of Kentucky (herein called the“Company”), for value received, hereby promises to pay to Deutsche Bank TrustCompany Americas, as Trustee under the Indenture of Trust (the “PollutionControl Indenture”) dated as of July 1, 2002, from the County of Trimble,Kentucky, to Deutsche Bank Trust Company Americas, or any successor trusteeunder the Pollution Control Indenture (the “Pollution Control Trustee”) and atthe office of BNY Midwest Trust Company, Chicago, Illinois, successor to HarrisTrust and Savings Bank (the “Trustee”) the sum of                 Dollars in lawful money of the United States of America on the DemandRedemption Date, as hereinafter defined, and to pay on the Demand RedemptionDate to the Pollution Control Trustee, interest hereon from the InitialInterest Accrual Date, as hereinafter defined, to the Demand Redemption Date atthe same rate or rates per annum then and thereafter from time to time borne bythe Pollution Control Revenue Bonds, in like money, said interest being payableat the office of the Trustee in Chicago, Illinois, subject to the provisionshereinafter set forth in the event of a rescission of a Redemption Demand, ashereinafter defined.

 

Thisbond is one of a duly authorized issue of bonds of the Company, known as itsFirst Mortgage Bonds, unlimited in aggregate principal amount, which issue ofbonds consists, or may consist of several series of varying denominations,dates and tenors, all issued and to be issued under and equally secured (exceptin so far as a sinking fund, or similar fund, established in accordance withthe provisions of the Indenture may afford additional security for the bonds ofany specific series) by a Trust Indenture dated November 1, 1949 (the “OriginalIndenture”), 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, September1, 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, March15, 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, August15, 1993, August 16, 1993, October 15, 1993, May 1, 2000, August 1, 2000,September 1, 2001, March 1, 2002, March 15, 

 

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2002and October 1, 2002 (all of which instruments are herein collectively calledthe “Indenture”), executed by the Company to the Trustee, to which Indenturereference is hereby made for a description of the property mortgaged andpledged, the nature and extent of the security, the rights of the holders ofthe bonds as to such security, and the terms and conditions upon which thebonds may be issued under the Indenture and are secured.  The principal hereof may be declared or maybecome due on the conditions, in the manner and at the time set forth in theIndenture, upon the happening of a completed default as in the Indentureprovided.  The Indenture provides thatsuch declaration may in certain events be waived by the holders of a majorityin principal amount of the bonds outstanding.

 

Thisbond is one of a series of bonds of the Company issued under the Indenture anddesignated as First Mortgage Bonds, Pollution Control Series FF.  The bonds of this Series have been issued tothe Pollution Control Trustee under the Pollution Control Indenture to securepayment of the Pollution Control Revenue Bonds, 2002 Series A (Louisville Gasand Electric Company Project) (the “Pollution Control Revenue Bonds”) issued bythe County of Trimble, Kentucky (the “County”) under the Pollution ControlIndenture, the proceeds of which have been or are to be loaned to the Companypursuant to the provisions of the Loan Agreement dated as of July 1, 2002 (the“Agreement”) between the Company and the County.  The maturity of the obligation represented by the bonds of thisSeries is October 1, 2032.  The date ofmaturity of the obligation represented by the bonds of this Series ishereinafter referred to as the Final Maturity Date.  The bonds of this Series shall bear interest from the InitialInterest Accrual Date, as hereinafter defined, at the same rate or rates perannum then and thereafter from time to time borne by the Pollution ControlRevenue Bonds.

 

Withthe consent of the Company and to the extent permitted by and as provided inthe Indenture, the rights and obligations of the Company and/or of the holdersof the bonds, and/or the terms and provisions of the Indenture and/or of anyinstruments supplemental thereto may be modified or altered by affirmative voteof the holders of at least seventy percent in principal amount of the bondsthen outstanding under the Indenture and any instruments supplemental thereto(excluding bonds disqualified from voting by reason of the interest of theCompany or of certain related persons therein as provided in the Indenture),and by the affirmative vote of at least seventy percent in principal amount ofthe bonds of any series entitled to vote then outstanding under the Indentureand any instruments supplemental thereto (excluding bonds disqualified fromvoting as aforesaid) and affected by such modification or alteration, in caseone or more but less than all of the series of bonds then outstanding are soaffected; provided that no such modification or alteration shall permit theextension of the maturity of the principal of this bond or the reduction in therate of interest, if any, hereon or any other modification in the terms ofpayment of such principal or interest, if any, or the taking of certain otheraction as more fully set forth in the Indenture, without the consent of theholder hereof.

 

Exceptas provided in the next succeeding paragraph, in the event of a default underSection 9.1 of the Agreement or in the event of a default in the payment of theprincipal of, premium, if any, or interest (and such default in the payment ofinterest continues for the full grace period, if any, permitted by thePollution Control Indenture and the Pollution Control 

 

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Revenue Bonds) on the PollutionControl Revenue Bonds, whether at maturity, by tender for purchase, byacceleration, by sinking fund, redemption or otherwise, as and when the samebecomes due, the bonds of this Series shall be redeemable in whole upon receiptby the Trustee of a written demand (hereinafter called a “Redemption Demand”)from the Pollution Control Trustee stating that there has been such a default,stating that it is acting pursuant to the authorization granted by Section9.02(c) of the Pollution Control Indenture, specifying the last date to whichinterest on the Pollution Control Revenue Bonds has been paid (such date beinghereinafter referred to as the “Initial Interest Accrual Date”) and demandingredemption of the bonds of this Series. The Trustee shall, within 10 days after receiving such RedemptionDemand, mail a copy thereof to the Company marked to indicate the date of itsreceipt by the Trustee.  Promptly uponreceipt by the Company of such copy of a Redemption Demand, the Company shallfix a date on which it will redeem the bonds of this Series so demanded to beredeemed (hereinafter called the “Demand Redemption Date”).  Notice of the date fixed as and for theDemand Redemption Date shall be mailed by the Company to the Trustee at least30 days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand RedemptionDate may be any date up to and including the earlier of (i) the 120th day afterreceipt by the Trustee of the Redemption Demand or (ii) the Final MaturityDate, provided that if the Trustee shall not have received such notice fixingthe Demand Redemption Date within 90 days after receipt by it of the RedemptionDemand, the Demand Redemption Date shall be deemed to be the earlier of (i) the120th day after receipt by the Trustee of the Redemption Demand or (ii) theFinal Maturity Date.  The Trustee shallmail notice of the Demand Redemption Date (such notice being hereinafter calledthe “Demand Redemption Notice”) to the Pollution Control Trustee not more than10 nor less than five days prior to the Demand Redemption Date.  Notwithstanding the foregoing, if a defaultto which this paragraph is applicable is existing on the Final Maturity Date,such date shall be deemed to be the Demand Redemption Date without furtheraction (including actions specified in this paragraph) by the Pollution ControlTrustee, the Trustee or the Company. The bonds of this Series shall be redeemed by the Company on the DemandRedemption Date, upon surrender thereof by the Pollution Control Trustee to theTrustee, at a redemption price equal to the principal amount thereof, plusaccrued interest thereon at the rate per annum set forth in the third paragraphof this Bond, from the Initial Interest Accrual Date to the Demand RedemptionDate.  If a Redemption Demand is rescindedby the Pollution Control Trustee by written notice to the Trustee prior to theDemand Redemption Date, no Demand Redemption Notice shall be given, or, ifalready given, shall be automatically annulled, and interest on the bonds ofthis Series shall cease to accrue, all interest accrued thereon shall beautomatically rescinded and cancelled and the Company shall not be obligated tomake any payments of principal of or interest on the bonds of this Series; butno such rescission shall extend to or affect any subsequent default or impairany right consequent thereon.

 

Inthe event that all of the bonds outstanding under the Indenture shall havebecome immediately due and payable, whether by declaration or otherwise, andsuch acceleration shall not have been annulled, the bonds of this Series shallbear interest at the rate per annum set forth in the third paragraph of thisbond, from the Initial Interest Accrual Date, as specified in a written noticeto the Trustee from the Pollution Control Trustee, and the principal of andinterest 

 

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onthe bonds of this Series from the Initial Interest Accrual Date shall bepayable in accordance with the provisions of the Indenture.

 

Uponpayment of the principal of and premium, if any, and interest on the PollutionControl Revenue Bonds, whether at maturity or prior to maturity by redemptionor otherwise, and the surrender thereof to and cancellation thereof by thePollution Control Trustee (other than any Pollution Control Revenue Bond thatwas cancelled by the Pollution Control Trustee and for which one or more otherPollution Control Revenue Bonds were delivered and authenticated pursuant tothe Pollution Control Indenture in lieu of or in exchange or substitution forsuch cancelled Pollution Control Revenue Bond), or upon provision for thepayment thereof having been made in accordance with the Pollution ControlIndenture, bonds of this Series in a principal amount equal to the principalamount of the Pollution Control Revenue Bonds so surrendered and cancelled orfor the provision for which payment has been made shall be deemed fully paidand the obligations of the Company thereunder shall be terminated, and suchbonds of this Series shall be surrendered by the Pollution Control Trustee tothe Trustee and shall be cancelled by the Trustee.  From and after the Release Date (as defined below), the bonds ofthis Series shall be deemed fully paid, satisfied and discharged and the obligationsof the Company hereunder and thereunder shall be terminated.  The Release Date shall be the date that theBond Insurer (as such term is defined in the Pollution Control Indenture), atthe request of the Company, consents to the release of the bonds of this Seriesas security for the Pollution Control Revenue Bonds, provided that in no eventshall that date be later than the date as of which all bonds issued under theIndenture prior to the date of initial issuance of this bond (and excludingbonds of this Series and First Mortgage Bonds, Pollution Control Series Y, Z,AA, BB, CC, DD and EE) have been retired through payment, redemption orotherwise (including those bonds “deemed to be redeemed” within the meaning ofthat term as used in Article X of the Original Indenture) at, before or afterthe maturity thereof.  On the ReleaseDate, the bonds of this Series shall be surrendered by the Pollution ControlTrustee to the Trustee whereupon the bonds of said Series so surrendered shallbe cancelled by the Trustee.

 

Norecourse shall be had for the payment of principal of, or interest, if any, onthis bond, or any part thereof, or of any claim based hereon or in respecthereof or of the Indenture, against any incorporator, or any past, present orfuture stockholder, officer or director of the Company or of any predecessor orsuccessor corporation, either directly or through the Company, or through anysuch predecessor or successor corporation, or through any receiver or trusteein bankruptcy, whether by virtue of any constitution, statute or rule of law orby the enforcement of any assessment or penalty or otherwise, all suchliability being, by the acceptance hereof and as part of the consideration forthe issue hereof, expressly waived and released, as more fully provided in theIndenture.

 

Thisbond shall not be valid or become obligatory for any purpose unless and untilthe certificate of authentication hereon shall have been signed by or on behalfof BNY Midwest Trust Company, as Trustee under the Indenture, or its successorthereunder.

 

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

 
| Dated     |   | Louisville Gas And Electric Company |
|-----------|--------|-------------------------------------|
|      |   |                                |
|      |   |                                |
| Attest:   |   | By                                  |   |   |
|      |   |                                | Vice President |
|      |   |                                |
|      |   |                                |
|      |   |                                |
| Secretary |   |                                |

 

and

 

WHEREAS, Sections 4.01 and 21.03 of the OriginalIndenture provide in substance that the Company and the Trustee may enter intoindentures supplemental thereto for the purposes, among others, of creating andsetting forth the particulars of any new series of bonds and of providing theterms and conditions of the issue of the bonds of any series not expresslyprovided 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 OriginalIndenture; and

 

WHEREAS, the execution and delivery of thisSupplemental Indenture have been duly authorized by a resolution adopted by theBoard of Directors of the Company;

 

Now,Therefore, This Indenture Witnesseth:

 

LouisvilleGas and Electric Company, in consideration of the premises and of one dollar toit duly paid by the Trustee at or before the ensealing and delivery of thesepresents, the receipt whereof is hereby acknowledged, and other good andvaluable considerations, does hereby covenant and agree to and with BNY MidwestTrust Company, as Trustee, and its successors in the trust under the Indenturefor the benefit of those who hold or shall hold the bonds issued or to beissued thereunder, as follows:

 

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**ARTICLE I.**

 

SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THEORIGINAL INDENTURE

# ** **

## Section 1.01.                             Inorder to subject all of the personal property and chattels of the Company tothe lien of the Indenture in conformity with the provisions of the UniformCommercial Code of the Commonwealth of Kentucky, all steam, hydro and otherelectric generating plants, including buildings and other structures, turbines,generators, boilers, condensing equipment, and all other equipment;substations; electric transmission and distribution systems, includingstructures, poles, towers, fixtures, conduits, insulators, wires, cables,transformers, services and meters; steam and heating mains and equipment; gasgenerating and coke plants, including buildings, holders and other structures,boilers and other boiler plant equipment, benches, retorts, coke ovens, watergas sets, condensing and purification equipment, piping and other accessoryworks equipment; facilities for gas storage whether above or below surface; gastransmission and distribution systems, including structures, mains, compressorstations, purifier stations, pressure holders, governors, services and meters;office, shop, garage and other general buildings and structures, furniture andfixtures; and all municipal and other franchises and all leaseholds, licenses,permits, easements, and privileges; all as now owned or hereafter acquired bythe Company pursuant to the provisions of the Original Indenture; and

 

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

 

Excluding, however, (1) allshares of stock, bonds, notes, evidences of indebtedness and other securitiesother than such as may be or are required to be deposited from time to timewith the Trustee in accordance with the provisions of the Indenture; (2) cashon hand and in banks other than such as may be or is required to be depositedfrom time to time with the Trustee in accordance with the provisions of theIndenture; (3) contracts, claims, bills and accounts receivable and chooses inaction other than such as may be or are required to be from time to timeassigned 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 usualcourse of business or for the purpose of consumption in the operation,construction or repair of any of the properties of the Company; and (6) theproperties described in Schedule B annexed to the Original Indenture.

 

To have and to hold all saidproperty, real, personal and mixed, mortgaged, pledged or conveyed by theCompany as aforesaid, or intended so to be, unto the Trustee and its successorsand assigns forever, subject, however, to permissible encumbrances as definedin Section 1.09 of the Original Indenture and to the further reservations,covenants, conditions, uses and trusts set forth in the Indenture, in trustnevertheless for the same purposes and upon the same conditions 

 

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as are set forth in the Indenture.

 

# **ARTICLE II.**

# ** **

# **Provisions OfBonds Of Pollution Control Series FF**

# ** **

## Section 2.01.                             Thereis hereby created, for issuance under the Original Indenture, a series of bondsdesignated Pollution Control Series FF, each of which shall bear thedescriptive title “First Mortgage Bonds, Pollution Control Series FF” and theform thereof shall contain suitable provisions with respect to the mattersspecified in this section.  The Bonds ofPollution Control Series FF shall be printed, lithographed or typewritten andshall be substantially of the tenor and purport previously recited.  The Bonds of Pollution Control Series FFshall be issued as registered bonds without coupons in denominations of a multipleof $1,000 and shall be registered in the name of the Pollution ControlTrustee.  The Bonds of Pollution ControlSeries FF shall be dated as of the date of their authentication.

 

The Bonds of Pollution ControlSeries FF shall be payable, both as to principal and interest, at the office ofthe Trustee in Chicago, Illinois, in lawful money of the United States ofAmerica.  The maturity of the obligationrepresented by the Bonds of Pollution Control Series FF is October 1,2032.  The date of maturity of theobligation represented by the Bonds of Pollution Control Series FF ishereinafter referred to as the Final Maturity Date.  The Bonds of Pollution Control Series FF shall bear interest fromthe Initial Interest Accrual Date, as hereinafter defined, at the same rate orrates then and thereafter from time to time borne by the Pollution ControlRevenue Bonds.

 

Section 2.02.                             Exceptas provided in the next succeeding paragraph of this Section 2.02, in the eventof a default under Section 9.1 of the Agreement or in the event of a default inthe payment of the principal of, premium, if any, or interest (and such defaultin the payment of interest continues for the full grace period, if any,permitted by the Pollution Control Indenture and the Pollution Control RevenueBonds) on the Pollution Control Revenue Bonds, whether at maturity, by tenderfor purchase, by acceleration, by sinking fund, redemption or otherwise, as andwhen the same becomes due, the Bonds of Pollution Control Series FF shall beredeemable in whole upon receipt by the Trustee of a written demand(hereinafter called a “Redemption Demand”) from the Pollution Control Trusteestating that there has been such a default, stating that it is acting pursuantto the authorization granted by Section 9.02(c) of the Pollution ControlIndenture, specifying the last date to which interest on the Pollution ControlRevenue Bonds has been paid (such date being hereinafter referred to as the“Initial Interest Accrual Date”) and demanding redemption of the Bonds of PollutionControl Series FF.  The Trustee shall,within 10 days after receiving such Redemption Demand, mail a copy thereof tothe Company marked to indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of suchcopy of a Redemption Demand, the Company shall fix a date on which it willredeem the Bonds of Pollution Control Series FF so demanded to be redeemed(hereinafter called the “Demand Redemption Date”).  Notice of the date fixed as the Demand Redemption Date shall bemailed by the Company to the Trustee at least 30 days prior to such DemandRedemption Date.  The date to 

##  

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## be fixed by the Company as andfor the Demand Redemption Date may be any date up to and including the earlierof (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 havereceived such notice fixing the Demand Redemption Date within 90 days afterreceipt by it of the Redemption Demand, the Demand Redemption Date shall bedeemed to be the earlier of (i) the 120th day after receipt by the Trustee ofthe Redemption Demand or (ii) the Final Maturity Date.  The Trustee shall mail notice of the DemandRedemption Date (such notice being hereinafter called the “Demand RedemptionNotice”) to the Pollution Control Trustee not more than 10 nor less than fivedays prior to the Demand Redemption Date. Notwithstanding the foregoing, if a default to which this paragraph isapplicable is existing on the Final Maturity Date, such date shall be deemed tobe the Demand Redemption Date without further action (including actionsspecified in this paragraph) by the Pollution Control Trustee, the Trustee orthe Company.  The Bonds of PollutionControl Series FF shall be redeemed by the Company on the Demand RedemptionDate, upon surrender thereof by the Pollution Control Trustee to the Trustee,at a redemption price equal to the principal amount thereof, plus accruedinterest thereon at the rate per annum set forth in Section 2.01 hereof, fromthe Initial Interest Accrual Date to the Demand Redemption Date.  If a Redemption Demand is rescinded by thePollution Control Trustee by written notice to the Trustee prior to the DemandRedemption Date, no Demand Redemption Notice shall be given, or, if alreadygiven, shall be automatically annulled, and interest on the Bonds of PollutionControl Series FF shall cease to accrue, all interest accrued thereon shall beautomatically rescinded and cancelled and the Company shall not be obligated tomake any payments of principal of or interest on the Bonds of Pollution ControlSeries FF; but no such rescission shall extend to or affect any subsequentdefault or impair any right consequent thereon.

##  

In the event that all of thebonds outstanding under the Indenture shall have become immediately due andpayable, whether by declaration or otherwise, and such acceleration shall nothave been annulled, the Bonds of Pollution Control Series FF shall bear interestat the rate per annum set forth in Section 2.01 hereof, from the InterestAccrual Date, as specified in a written notice to the Trustee from thePollution Control Trustee, and the principal of and interest on the Bonds ofPollution Control Series FF from the Initial Interest Accrual Date shall bepayable in accordance with the provisions of the Indenture.

 

Anything herein contained to thecontrary notwithstanding, the Trustee is not authorized to take any actionpursuant to a Redemption Demand or a rescission thereof or a written noticerequired by this Section 2.02, and such Redemption Demand, rescission or noticeshall be of no force or effect, unless it is executed in the name of thePollution Control Trustee by one of its Vice Presidents.

 

Section 2.03.                             Uponpayment of the principal of and premium, if any, and interest on the PollutionControl Revenue Bonds, whether at maturity or prior to maturity by redemptionor otherwise, and the surrender thereof to and cancellation thereof by thePollution Control Trustee (other than any Pollution Control Revenue Bond thatwas cancelled by the Pollution Control Trustee and for which one or more otherPollution Control Revenue Bonds were delivered and 

##  

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## authenticated pursuant to thePollution Control Indenture in lieu of or in exchange or substitution for suchcancelled Pollution Control Revenue Bond), or upon provision for the paymentthereof having been made in accordance with the Pollution Control Indenture, Bondsof Pollution Control Series FF in a principal amount equal to the principalamount of the Pollution Control Revenue Bonds so surrendered and cancelled orfor the provision for which payment has been made shall be deemed fully paidand the obligations of the Company thereunder shall be terminated, and suchBonds of Pollution Control Series FF shall be surrendered by the PollutionControl Trustee to the Trustee and shall be cancelled and destroyed by theTrustee, and a certificate of such cancellation and destruction shall bedelivered to the Company.  From andafter the Release Date (as defined below), the bonds of this Series shall bedeemed fully paid, satisfied and discharged and the obligations of the Companyhereunder and thereunder shall be terminated. The Release Date shall be the date that the Bond Insurer (as such termis defined in the Pollution Control Indenture), at the request of the Company,consents to the release of the bonds of this Series as security for thePollution Control Revenue Bonds, provided that in no event shall that date belater than the date as of which all bonds issued under the Indenture prior tothe date of initial issuance of this bond (and excluding bonds of this Seriesand First Mortgage Bonds, Pollution Control Series Y, Z, AA, BB, CC, DD and EE)have been retired through payment, redemption or otherwise (including thosebonds “deemed to be redeemed” within the meaning of that term as used inArticle X of the Original Indenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this Seriesshall be surrendered by the Pollution Control Trustee to the Trustee whereuponthe Bonds of said Series so surrendered shall be cancelled by the Trustee.

##  

Section 2.04.                             Priorto the Release Date, the Pollution Control Trustee as the registered holder ofthe Bonds of Pollution Control Series FF at its option may surrender the sameat the office of the Trustee, in Chicago, Illinois, or elsewhere, if authorizedby the Company, for cancellation, in exchange for other bonds of the sameseries of the same aggregate principal amount. Thereupon, and upon receipt of any payment required under the provisionsof Section 2.05 hereof, the Company shall execute and deliver to the Trusteeand the Trustee shall authenticate and deliver such other registered bonds tosuch registered holder at its office or at any other place specified asaforesaid.

 

Section 2.05.                             Nocharge shall be made by the Company for any exchange or transfer of Bonds ofPollution Control Series FF other than for taxes or other governmental charges,if any, that may be imposed in relation thereto.

##  

# **ARTICLE III.**

# ** **

# **Miscellaneous**

# ** **

Section 3.01.                             Therecitals 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 madeor warranted by the Trustee.  TheTrustee makes no representations as to the value of any of the property subjectto the lien of the Indenture, or any part thereof, or as to the title of theCompany 

 

15

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## thereto, or as to the securityafforded thereby and hereby, or as to the validity of this SupplementalIndenture and the Trustee shall incur no responsibility in respect of suchmatters.

##  

Section 3.02.                             ThisSupplemental Indenture shall be construed in connection with and as a part ofthe Original Indenture.

 

Section 3.03.                             (a)If any provision of this Supplemental Indenture limits, qualifies or conflictswith another provision of the Original Indenture or this Supplemental Indenturerequired to be included in indentures qualified under the Trust Indenture Actof 1939, as amended (as enacted prior to the date of this SupplementalIndenture) by any of the provisions of Sections 310 to 317, inclusive, of thesaid Act, such required provision shall control.

 

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

 

Section 3.04.                             Whereverin this Supplemental Indenture the word “Indenture” is used without eitherprefix, “Original” or “Supplemental,” such word was used intentionally toinclude in its meaning both the Original Indenture and all indenturessupplemental thereto.

 

Section 3.05.                             Whereverin this Supplemental Indenture either of the parties hereto is named orreferred to, this shall be deemed to include the successors or assigns of suchparty, and all the covenants and agreements in this Supplemental Indenturecontained by or on behalf of the Company or by or on behalf of the Trusteeshall bind and inure to the benefit of the respective successors and assigns ofsuch parties, whether so expressed or not.

 

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

 

(b)                                 TheTable of Contents and the descriptive headings of the several Articles of thisSupplemental Indenture were formulated, used and inserted in this SupplementalIndenture for convenience only and shall not be deemed to affect the meaning orconstruction of any of the provisions hereof.

###  

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IN WITNESS WHEREOF, the party ofthe first part has caused its corporate name and seal to be hereunto affixedand this Supplemental Indenture to be signed by its Treasurer and attested byits Executive Vice President, General Counsel and Corporate Secretary for andin its behalf, and the party of the second part to evidence its acceptance ofthe trust hereby created, has caused its corporate name and seal to be hereuntoaffixed, and this Supplemental Indenture to be signed by one of its VicePresidents, and attested by its Secretary or an Assistant Secretary, for and inits behalf, all done as of the 1st day of October, 2002.

 
|             |                                                                   | Louisville Gas And Electric Company |
|------------------|------------------------------------------------------------------------|-------------------------------------|
|             |                                                                   |                                |
|             |                                                                   |                                |
|             |                                                                   | By                                  |   |   |
|             |                                                                   |                                | Daniel K. Arbough |
|             |                                                                   |                                | *Treasurer* |
|             |                                                                   |                                |
| (Corporate Seal) |                                                                   |                                |
|             |                                                                   |                                |
| Attest:          |                                                                   |                                |   |   |
|             | John R. McCall                                                         |                                |   |   |
|             | *Executive  Vice President,  General Counsel and  Corporate Secretary* |                                |   |   |
|             |                                                                   |                                |
|             |                                                                   |                                |
|             |                                                                   | BNY Midwest Trust Company           |
|             |                                                                   |                                |
|             |                                                                   |                                |
|             |                                                                   | By                                  |   |   |
|             |                                                                   |                                | J. Bartolini |   |
|             |                                                                   |                                | *Vice  President* |   |
|             |                                                                   |                                |
| (Corporate Seal) |                                                                   |                                |
|             |                                                                   |                                |
| Attest:          |                                                                   |                                |   |   |
|             | C. Potter*Assistant Secretary*                                         |                                |   |   |

 

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| Commonwealth of     | ) |
|---------------------|---|
| Kentucky            | ) | SS: |
|                | ) |
| County of Jefferson | ) |

 

 

BE IT REMEMBERED that on this            dayof               ,2002, before me, a Notary Public duly commissioned in and for the County andCommonwealth aforesaid, personally appeared DANIEL K. ARBOUGH and JOHN R.MCCALL, respectively, Treasurer and Executive Vice President, General Counseland Corporate Secretary of Louisville Gas and Electric Company, a corporationorganized and existing under and by virtue of the laws of the Commonwealth ofKentucky, who are personally known to me to be such officers, respectively, andwho are personally known to me to be the same persons who executed as officersthe foregoing instrument of writing, and such persons duly acknowledged beforeme the execution of the foregoing instrument of writing to be their act anddeed and the act and deed of said corporation.

 

WITNESS my hand and notarial sealthis            dayof               ,2002.

 

 
|   | *Notary  Public  Kentucky, Commonwealth at Large*                                                                                                                                                                                                                                                |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                             |
|   | (Notarial Seal)                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                             |
|   | My  Commission  Expires:                                             |

 

18

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| State of Illinois | ) | SS: |
|-------------------|---|-----|
|              | ) |
| County of Cook    | ) |

 

 

BE IT REMEMBERED that onthis            dayof               ,2002, before me, a Notary Public duly commissioned in and for the County andState aforesaid, personally appeared J. BARTOLINI and C. POTTER respectively,Vice President and Assistant Secretary of BNY Midwest Trust Company, acorporation organized and existing under and by virtue of the laws of the Stateof 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 asofficers the foregoing instrument of writing, and such persons dulyacknowledged before me the execution of the foregoing instrument of writing tobe their act and deed and the act and deed of said corporation.

 

WITNESS my hand and notarial sealthis            dayof               ,2002.

 

 
|                                                                                     |                         | *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 |                                                                                                                                                                                                                                                                                             |   |

 

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