**EXHIBIT 4.40**

 

**SUPPLEMENTALINDENTURE**

 

**FROM**

 

**LOUISVILLEGAS AND ELECTRIC COMPANY**

 

**TO**

 

**HARRISTRUST AND SAVINGS BANK**

**TRUSTEE**

 

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**DATEDMARCH 15, 2002**

 

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**SUPPLEMENTALTO TRUST INDENTURE**

 

**DATEDNOVEMBER 1, 1949**

 

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**Table of Contents**

 
| Parties                                                                 |                                                                                                                                                                                                                    |
|-------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Recitals                                                                |                                                                                                                                                                                                                    |
| Form of  Bonds of Pollution Control Series DD                           |
| Form of Bonds of Pollution Control  Series EE                           |
| 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 DD AND EE.             |
|                                                                    |                                                                                                                                                                                                                    |
| Section 2.01-                                                           | Terms of Bonds of Pollution Control  Series DD                                                                                                                                                                          |
| Section 2.02-                                                           | Payment of principal and interest-Bonds of  Pollution Control Series DD                                                                                                                                                 |
| Section 2.03-                                                           | Bonds of Pollution Control Series DD  deemed fully paid upon payment of corresponding Jefferson County Bonds                                                                                                            |
| Section 2.04-                                                           | Terms of Bonds of Pollution Control Series  EE                                                                                                                                                                          |
| Section 2.05-                                                           | Payment of principal and interest-Bonds of  Pollution Control Series EE                                                                                                                                                 |
| Section 2.06-                                                           | Bonds of Pollution Control Series EE  deemed fully paid upon payment of corresponding Trimble County Bonds                                                                                                              |
| Section 2.07-                                                           | Interchangeability of bonds                                                                                                                                                                                             |
| Section 2.08-                                                           | 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                                                                                                                                       |
|                                                                    |                                                                                                                                                                                                                    |
| Schedule  A                                                             |                                                                                                                                                                                                                    |
|                                                                         |                                                                                                                                                                                                                         |  |

 

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**Supplemental Indenture**, made as of the 15thday of March, 2002, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, acorporation duly organized and existing under and by virtue of the laws of theCommonwealth of Kentucky, having its principal office in the City ofLouisville, County of Jefferson, in said Commonwealth of Kentucky (the “Company”),the party of the first part, and HARRIS TRUST AND SAVINGS BANK, a corporationduly organized and existing under and by virtue of the laws of the State ofIllinois, having its principal office at Two North LaSalle Street, City ofChicago, 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 TrustIndenture (the “Original Indenture”), made as of November 1, 1949, whereby theCompany granted, bargained, sold, warranted, released, conveyed, assigned,transferred, mortgaged, pledged, set over and confirmed unto the Trustee undersaid Indenture and to its respective successors in trust, all property, real,personal and mixed then owned or thereafter acquired or to be acquired by theCompany (except as therein excepted from the lien thereof) and subject to therights reserved by the Company in and by the provisions of the OriginalIndenture, 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 Indentureprovides that bonds may be issued thereunder in one or more series, each seriesto have such distinctive designation as the Board of Directors of the Companymay select for such series; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture, bonds of a seriesdesignated “First Mortgage Bonds, Series due November 1, 1979,” bearinginterest at the rate of 2 3/4% per annum; and

 

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

 

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

 

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

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental 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 inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 1, 1966, bonds of a series designated “FirstMortgage Bonds, Series due June 1, 1996,” bearing interest at the rate of 55/8% per annum; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 1, 1968, bonds of a series designated “FirstMortgage Bonds, Series due June 1, 1998,” bearing interest at the rate of 63/4% per annum; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 1, 1970, bonds of a series designated “FirstMortgage Bonds, Series due July 1, 2000,” bearing interest at the rate of 91/4% per annum; and

 

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

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 1, 1972, bonds of a series designated “FirstMortgage Bonds, Series due July 1, 2002,” bearing interest at the rate of 71/2% per annum; and

 

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

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 1, 1975, bonds of a series designated“First Mortgage Bonds, Pollution Control Series A,” bearing interest asprovided therein and maturing September 1, 2000; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 1, 1976, bonds of a series designated“First Mortgage Bonds, Pollution Control Series B,” bearing interest as providedtherein and maturing September 1, 2006; and

 

WHEREAS, the Company has heretofore issued inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental 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 inaccordance with the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 1, 1978, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series C,” bearing interest as providedtherein and maturing June 1, 1998/2008; and

 

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

 

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

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated September 15,1981, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries E,” bearing interest as provided therein and maturing September 15,1984; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated March 1, 1982,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesF,” bearing interest as provided therein and maturing March 1, 2012; and

 

WHEREAS, the Companyhas heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated March 15, 1982,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesG,” bearing interest as provided therein and maturing March 1, 2012; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated September 15,1982, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries H,” bearing interest as provided therein and maturing September 15,1992; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated February 15,1984, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries I,” bearing interest

 

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as provided therein and maturing February 15,2011; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated July 1, 1985,bonds of  a series designated “FirstMortgage Bonds, Pollution Control Series J,” bearing interest as providedtherein and maturing July 1, 1995/2015; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated November 15,1986, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries K,” bearing interest as provided therein and maturing December 1, 2016;and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated November 16,1986, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries L,” bearing interest as provided therein and maturing December 1, 2016;and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated August 1, 1987,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesM,” bearing interest as provided therein and maturing August 1, 1997; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated February 1, 1989,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesN,” bearing interest as provided therein and maturing February 1, 2019; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated February 2 1989,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesO,” bearing interest as provided therein and maturing February 1, 2019; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated June 15, 1990,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesP,” bearing interest as provided therein and maturing June 15, 2015; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture 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 ControlSeries R,” each series bearing interest as provided therein and maturingNovember 1, 2020; and

 

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

 

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bonds of a series designated “First MortgageBonds, Pollution Control Series S,” bearing interest as provided therein andmaturing September 1, 2017; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated September 2,1992, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries T,” bearing interest as provided therein and maturing September 1, 2017;and

 

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

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated October 15, 1993,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesW,” bearing interest as provided therein and maturing October 15, 2020, andbonds of a series designated “First Mortgage Bonds, Pollution Control SeriesX,” bearing interest as provided therein and maturing April 15, 2023; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated May 1, 2000,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesY,” bearing interest as provided therein and maturing May 1, 2027; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated August 1, 2000,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesZ,” bearing interest as provided therein and maturing August 1, 2030; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated September 1,2001, bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries AA,” bearing interest as provided therein and maturing September 1,2027; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture as supplemented by the Supplemental Indenture dated March 1, 2002,bonds of a series designated “First Mortgage Bonds, Pollution Control SeriesBB,” bearing interest as

 

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provided therein and maturing September 1, 2026,and bonds of a series designated “First Mortgage Bonds, Pollution ControlSeries CC,” bearing interest as provided therein and maturing September 1,2026; and

 

WHEREAS, theCounty of Jefferson in the Commonwealth of Kentucky (“Jefferson County”) hasagreed to issue $35,000,000 principal amount of its Pollution Control RevenueBonds, 2001 Series B (Louisville Gas and Electric Company Project) (the“Jefferson County Bonds”) pursuant to the provisions of the Indenture of Trust,dated as of November 1, 2001 (the “Jefferson County Indenture”), between andamong Jefferson County and Bankers Trust Company, as Trustee, Paying Agent andBond Registrar (said Trustee or any successor trustee under the JeffersonCounty Indenture being hereinafter referred to as the “Jefferson CountyTrustee”); and

 

WHEREAS, theCounty of Trimble in the Commonwealth of Kentucky (“Trimble County”) has agreedto issue $35,000,000 principal amount of its Pollution Control Revenue Bonds,2001 Series B (Louisville Gas and Electric Company Project) (the “TrimbleCounty Bonds”) pursuant to the provisions of the Indenture of Trust, dated asof November 1, 2001 (the “Trimble County Indenture”), between and among TrimbleCounty and Bankers Trust Company, as Trustee, Paying Agent and Bond Registrar(said Trustee or any successor trustee under the Trimble County Indenture beinghereinafter referred to as the “Trimble County Trustee”); and

 

WHEREAS, theproceeds of the Jefferson County Bonds (other than any accrued interest, ifany, thereon) will be loaned by Jefferson County to the Company pursuant to theprovisions of a Loan Agreement, dated as of November 1, 2001, between JeffersonCounty and the Company (the “Jefferson County Agreement”), to pay anddischarge $35,000,000 in outstanding principal amount of “County of Jefferson,Kentucky, Pollution Control Revenue Bonds, 1997 Series A (Louisville Gasand Electric Company Project),” dated November 13, 1997 (the “1997 JeffersonBonds”) on the date of issuance of the Jefferson County Bonds.  The 1997 Jefferson Bonds were issued torefinance the cost of construction of certainair pollution control facilities at the Mill Creek and Cane Run GeneratingStations of the Company, which facilitiesare hereinafter sometimes referred to as the “Jefferson County Project,” whichJefferson County Project is located in Jefferson County and which JeffersonCounty Project is more fully described in Exhibit A to the Jefferson CountyAgreement; and

 

WHEREAS, theproceeds of the Trimble County Bonds (other than any accrued interest, if any,thereon) will be loaned by Trimble County to the Company pursuant to theprovisions of a Loan Agreement, dated as of November 1, 2001, between TrimbleCounty and the Company (the “Trimble County Agreement”), to pay anddischarge $35,000,000 in outstanding principal amount of “County of Trimble,Kentucky, Pollution Control Revenue Bonds, 1997 Series A (Louisville Gasand Electric Company Project),” dated November 13, 1997 (the “1997 TrimbleBonds”) on the date of issuance of the Trimble County Bonds.  The 1997 Trimble Bonds were issued torefinance the cost of construction of certainair and water pollution control and solid waste disposal facilities at Unit 1of the Trimble County Generating Station ofthe Company, which facilities are hereinafter sometimes referred to as the“Trimble County Project,” which

 

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Trimble County Project is located in TrimbleCounty and which Trimble County Project is more fully described in Exhibit A tothe Trimble County Agreement; and

 

WHEREAS, paymentsby the Company under and pursuant to the Jefferson County Agreement have beenassigned by Jefferson County to the Jefferson County Trustee in order to securethe payment of the Jefferson County Bonds, and payments by the Company underand pursuant to the Trimble County Agreement have been assigned by TrimbleCounty to the Trimble County Trustee in order to secure the payment of theTrimble County Bonds; and

 

WHEREAS, in orderto further secure the payment of the Jefferson County Bonds, the Companydesires to provide for the issuance under the Original Indenture to theJefferson County Trustee of a new series of bonds designated “First MortgageBonds, Pollution Control Series DD” (sometimes called “Bonds of PollutionControl Series DD”), in a principal amount equal to the principal amount of theJefferson County Bonds, and with corresponding terms and maturity, the Bonds ofPollution Control Series DD to be issued as registered bonds without coupons indenominations of a multiple of $1,000; and the Bonds of Pollution ControlSeries DD are to be substantially in the form and tenor following, to-wit:

 

(Form of Bonds of PollutionControl Series DD)

 

This Bond has not beenregistered under the Securities Act of 1933, as amended, and may not be offeredor sold in contravention of said Act and is not transferable except to asuccessor Trustee under the Indenture of Trust dated as of November 1, 2001,from the County of Jefferson, Kentucky, to Bankers Trust Company, as Trustee,Paying Agent and Bond Registrar.

 

LOUISVILLEGAS AND ELECTRIC COMPANY

(Incorporatedunder the laws of the Commonwealth of Kentucky)

FirstMortgage Bond

PollutionControl Series DD

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

 

Louisville Gas and ElectricCompany, a corporation organized and existing under and by virtue of the lawsof the Commonwealth of Kentucky (herein called the “Company”), for valuereceived, hereby promises to pay to Bankers Trust Company, as Trustee under theIndenture of Trust (the “Jefferson County Indenture”) dated as of November 1,2001, from the County of Jefferson, Kentucky, to Bankers Trust Company, or anysuccessor trustee under the Jefferson County Indenture (the “Jefferson CountyTrustee”) and at the office of Harris Trust and Savings Bank, Chicago, Illinois(the “Trustee”) the sum of        Dollars inlawful money of the United States of America on the Series DD Demand RedemptionDate, as hereinafter defined, and to pay on the Series DD Demand RedemptionDate to the Jefferson County Trustee, interest hereon from the Series DDInitial Interest Accrual Date, as hereinafter defined, to the Series DD DemandRedemption Date at the same rate or rates per annum then and thereafter fromtime to time borne by the Jefferson County Bonds, in like money, said interestbeing payable at the office of the Trustee in Chicago, Illinois, subject to theprovisions hereinafter set

 

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forth in the event of a rescission of a Series DDRedemption Demand, as hereinafter defined.

 

This bond is one of a dulyauthorized issue of bonds of the Company, known as its First Mortgage Bonds,unlimited in aggregate principal amount, which issue of bonds consists, or mayconsist of several series of varying denominations, dates and tenors, allissued and to be issued under and equally secured (except in so far as asinking fund, or similar fund, established in accordance with the provisions ofthe Indenture may afford additional security for the bonds of any specificseries) 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, September 1,2001, March 1, 2002 and March 15, 2002 (all of which instruments are hereincollectively called the “Indenture”), executed by the Company to the Trustee, towhich Indenture reference is hereby made for a description of the propertymortgaged and pledged, the nature and extent of the security, the rights of theholders of the bonds as to such security, and the terms and conditions uponwhich the bonds 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.

 

This bond is one of a series ofbonds of the Company issued under the Indenture and designated as First MortgageBonds, Pollution Control Series DD.  Thebonds of this Series have been issued to the Jefferson County Trustee under theJefferson County Indenture to secure payment of the Pollution Control RevenueBonds, 2001 Series B (Louisville Gas and Electric Company Project) (the“Jefferson County Bonds”) issued by the County of Jefferson, Kentucky(“Jefferson County”) under the Jefferson County Indenture, the proceeds ofwhich have been or are to be loaned to the Company pursuant to the provisionsof the Loan Agreement dated as of November 1, 2001 (the “Jefferson CountyAgreement”) between the Company and Jefferson County.  The maturity of the obligation represented by the bonds of thisSeries is November 1, 2027.  The date ofmaturity of the obligation represented by the bonds of this Series ishereinafter referred to as the Series DD Final Maturity Date.  The bonds of this Series shall bear interestfrom the Series DD Initial Interest Accrual Date, as hereinafter defined, atthe same rate or rates per annum then and thereafter from time to time borne bythe Jefferson County Bonds.

 

With the consent of the Companyand to the extent permitted by and as provided in the Indenture, the rights andobligations of the Company and/or of the holders of the bonds, and/or the termsand provisions of the Indenture and/or of any instruments supplemental theretomay be modified or altered by affirmative vote of the holders of at leastseventy percent in principal

 

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amount of the bonds then outstanding under theIndenture and any instruments supplemental thereto (excluding bondsdisqualified from voting by reason of the interest of the Company or of certainrelated persons therein as provided in the Indenture), and by the affirmativevote of at least seventy percent in principal amount of the bonds of any seriesentitled to vote then outstanding under the Indenture and any instrumentssupplemental thereto (excluding bonds disqualified from voting as aforesaid)and affected by such modification or alteration, in case one or more but lessthan all of the series of bonds then outstanding are so affected; provided thatno such modification or alteration shall permit the extension of the maturityof 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 orinterest, if any, or the taking of certain other action as more fully set forthin the Indenture, without the consent of the holder hereof.

 

Except as provided in the nextsucceeding paragraph, in the event of a default under Section 9.1 of theJefferson County 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 theJefferson County Indenture and the Jefferson County Bonds) on the JeffersonCounty Bonds, whether at maturity, by tender for purchase, by acceleration, bysinking fund, redemption or otherwise, as and when the same becomes due, thebonds of this Series shall be redeemable in whole upon receipt by the Trusteeof a written demand (hereinafter called a “Series DD Redemption Demand”) fromthe Jefferson County 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 Jefferson County Indenture, specifying the last date to whichinterest on the Jefferson County Bonds has been paid (such date being hereinafterreferred to as the “Series DD Initial Interest Accrual Date”) and demandingredemption of the bonds of this Series. The Trustee shall, within 10 days after receiving such Series DDRedemption Demand, mail a copy thereof to the Company marked to indicate thedate of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Series DDRedemption Demand, the Company shall fix a date on which it will redeem thebonds of this Series so demanded to be redeemed (hereinafter called the “SeriesDD Demand Redemption Date”).  Notice ofthe date fixed as and for the Series DD Demand Redemption Date shall be mailedby the Company to the Trustee at least 30 days prior to such Series DD DemandRedemption Date.  The date to be fixedby the Company as and for the Series DD Demand Redemption Date may be any dateup to and including the earlier of (i) the 120th day after receipt by theTrustee of the Series DD Redemption Demand or (ii) the Series DD Final MaturityDate, provided that if the Trustee shall not have received such notice fixingthe Series DD Demand Redemption Date within 90 days after receipt by it of theSeries DD Redemption Demand, the Series DD Demand Redemption Date shall bedeemed to be the earlier of (i) the 120th day after receipt by the Trustee ofthe Series DD Redemption Demand or (ii) the Series DD Final Maturity Date.  The Trustee shall mail notice of the SeriesDD Demand Redemption Date (such notice being hereinafter called the “Series DDDemand Redemption Notice”) to the Jefferson County Trustee not more than 10 norless than five days prior to the Series DD Demand Redemption Date.  Notwithstanding the foregoing, if a defaultto which this paragraph is applicable is existing on the Series DD FinalMaturity Date, such date shall be deemed to be the Series DD Demand RedemptionDate without further action (including actions specified in

 

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this paragraph) by the Jefferson County Trustee,the Trustee or the Company.  The bondsof this Series shall be redeemed by the Company on the Series DD DemandRedemption Date, upon surrender thereof by the Jefferson County 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 Series DD Initial Interest Accrual Date to the Series DDDemand Redemption Date.  If a Series DDRedemption Demand is rescinded by the Jefferson County Trustee by writtennotice to the Trustee prior to the Series DD Demand Redemption Date, no SeriesDD Demand Redemption Notice shall be given, or, if already given, shall beautomatically annulled, and interest on the bonds of this Series shall cease toaccrue, all interest accrued thereon shall be automatically rescinded andcancelled and the Company shall not be obligated to make any payments ofprincipal of or interest on the bonds of this Series; but no such rescissionshall extend to or affect any subsequent default or impair any right consequentthereon.

 

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 this Series shall bear interest at the rateper annum set forth in the third paragraph of this bond, from the Series DDInitial Interest Accrual Date, as specified in a written notice to the Trusteefrom the Jefferson County Trustee, and the principal of and interest on the bondsof this Series from the Series DD Initial Interest Accrual Date shall bepayable in accordance with the provisions of the Indenture.

 

Upon payment of the principal ofand premium, if any, and interest on the Jefferson County Bonds, whether atmaturity or prior to maturity by redemption or otherwise, and the surrenderthereof to and cancellation thereof by the Jefferson County Trustee (other thanany Jefferson County Bond that was cancelled by the Jefferson County Trusteeand for which one or more other Jefferson County Bonds were delivered andauthenticated pursuant to the Jefferson County Indenture in lieu of or inexchange or substitution for such cancelled Jefferson County Bond), or uponprovision for the payment thereof having been made in accordance with theJefferson County Indenture, bonds of this Series in a principal amount equal tothe principal amount of the Jefferson County Bonds so surrendered and cancelledor for 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 Jefferson County 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 theobligations of the Company hereunder and thereunder shall be terminated.  The Release Date shall be the date as ofwhich all bonds issued under the Indenture prior to the date of initialissuance of this bond (and excluding bonds of this Series and First MortgageBonds, Pollution Control Series Y, Z, AA, BB, CC and EE) have been retiredthrough payment, redemption or otherwise (including those bonds “deemed to beredeemed” within the meaning of that term as used in Article X of the OriginalIndenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this Series shall besurrendered by the Jefferson County Trustee to the Trustee whereupon the bondsof said Series so surrendered shall

 

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be cancelled by the Trustee.

 

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

 

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

 

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

 

 
| Dated     | LOUISVILLE GAS AND ELECTRIC  COMPANY |
|-----------|--------------------------------------|
|      |                                 |
|      |                                 |
| Attest:   | By                                   |   |   |   |
|      | Vice  President                      |   |
|      |                                 |   |
|      |                                 |   |
|      |                                 |   |
| Secretary |                                 |   |

 

and

 

WHEREAS, in orderto further secure the payment of the Trimble County Bonds, the Company desiresto provide for the issuance under the Original Indenture to the Trimble CountyTrustee of a new series of bonds designated “First Mortgage Bonds, PollutionControl Series EE” (sometimes called “Bonds of Pollution Control Series EE”),in a principal amount equal to the principal amount of the Trimble CountyBonds, and with corresponding terms and maturity, the Bonds of PollutionControl Series EE to be issued as registered bonds without coupons in

 

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denominations of a multiple of $1,000; and theBonds of Pollution Control Series EE are to be substantially in the form andtenor following, to-wit:

 

(Form of Bonds of Pollution Control Series EE)

 

This Bond has not beenregistered under the Securities Act of 1933, as amended, and may not be offeredor sold in contravention of said Act and is not transferable except to asuccessor Trustee under the Indenture of Trust dated as of November 1, 2001,from the County of Trimble, Kentucky, to Bankers Trust Company, as Trustee,Paying Agent and Bond Registrar.

 

LOUISVILLEGAS AND ELECTRIC COMPANY

(Incorporatedunder the laws of the Commonwealth of Kentucky)

FirstMortgage Bond

PollutionControl Series EE

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

 

Louisville Gas and ElectricCompany, a corporation organized and existing under and by virtue of the lawsof the Commonwealth of Kentucky (herein called the “Company”), for valuereceived, hereby promises to pay to Bankers Trust Company, as Trustee under theIndenture of Trust (the “Trimble County Indenture”) dated as of November 1,2001, from the County of Jefferson, Kentucky, to Bankers Trust Company, or anysuccessor trustee under the Trimble County Indenture (the “Trimble CountyTrustee”) and at the office of Harris Trust and Savings Bank, Chicago, Illinois(the “Trustee”) the sum of         Dollarsin lawful money of the United States of America on the Series EE DemandRedemption Date, as hereinafter defined, and to pay on the Series EE DemandRedemption Date to the Trimble County Trustee, interest hereon from the Series EEInitial Interest Accrual Date, as hereinafter defined, to the Series EE DemandRedemption Date at the same rate or rates per annum then and thereafter fromtime to time borne by the Trimble County Bonds, in like money, said interestbeing payable at the office of the Trustee in Chicago, Illinois, subject to theprovisions hereinafter set forth in the event of a rescission of a Series EERedemption Demand, as hereinafter defined.

 

This bond is one of a dulyauthorized issue of bonds of the Company, known as its First Mortgage Bonds,unlimited in aggregate principal amount, which issue of bonds consists, or mayconsist of several series of varying denominations, dates and tenors, allissued and to be issued under and equally secured (except in so far as asinking fund, or similar fund, established in accordance with the provisions ofthe Indenture may afford additional security for the bonds of any specificseries) 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,

 

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October 15, 1993, May 1, 2000, August 1, 2000,September 1, 2001, March 1, 2002 and March 15, 2002 (all of which instrumentsare herein collectively called the “Indenture”), executed by the Company to theTrustee, to which Indenture reference is hereby made for a description of theproperty mortgaged and pledged, the nature and extent of the security, therights of the holders of the bonds as to such security, and the terms andconditions upon which the bonds may be issued under the Indenture and aresecured.  The principal hereof may bedeclared or may become due on the conditions, in the manner and at the time setforth in the Indenture, upon the happening of a completed default as in theIndenture provided.  The Indentureprovides that such declaration may in certain events be waived by the holdersof a majority in principal amount of the bonds outstanding.

 

This bond is one of a series ofbonds of the Company issued under the Indenture and designated as FirstMortgage Bonds, Pollution Control Series EE. The bonds of this Series have been issued to the Trimble County Trusteeunder the Trimble County Indenture to secure payment of the Pollution ControlRevenue Bonds, 2001 Series B (Louisville Gas and Electric Company Project) (the“Trimble County Bonds”) issued by the County of Trimble, Kentucky (“TrimbleCounty”) under the Trimble County Indenture, the proceeds of which have been orare to be loaned to the Company pursuant to the provisions of the LoanAgreement dated as of November 1, 2001 (the “Trimble County Agreement”) betweenthe Company and Trimble County.  Thematurity of the obligation represented by the bonds of this Series is November1, 2027.  The date of maturity of theobligation represented by the bonds of this Series is hereinafter referred toas the Series EE Final Maturity Date. The bonds of this Series shall bear interest from the Series EE InitialInterest Accrual Date, as hereinafter defined, at the same rate or rates perannum then and thereafter from time to time borne by the Trimble County Bonds.

 

With the consent of the Companyand to the extent permitted by and as provided in the Indenture, the rights andobligations of the Company and/or of the holders of the bonds, and/or the termsand provisions of the Indenture and/or of any instruments supplemental theretomay be modified or altered by affirmative vote of the holders of at leastseventy percent in principal amount of the bonds then outstanding under theIndenture and any instruments supplemental thereto (excluding bondsdisqualified from voting by reason of the interest of the Company or of certainrelated persons therein as provided in the Indenture), and by the affirmativevote of at least seventy percent in principal amount of the bonds of any seriesentitled to vote then outstanding under the Indenture and any instrumentssupplemental thereto (excluding bonds disqualified from voting as aforesaid) andaffected by such modification or alteration, in case one or more but less thanall of the series of bonds then outstanding are so affected; provided that nosuch modification or alteration shall permit the extension of the maturity ofthe 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 orinterest, if any, or the taking of certain other action as more fully set forthin the Indenture, without the consent of the holder hereof.

 

Except as provided in the nextsucceeding paragraph, in the event of a default under Section 9.1 of theTrimble County 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

 

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for the full grace period, if any, permitted bythe Trimble County Indenture and the Trimble County Bonds) on the TrimbleCounty Bonds, whether at maturity, by tender for purchase, by acceleration, bysinking fund, redemption or otherwise, as and when the same becomes due, thebonds of this Series shall be redeemable in whole upon receipt by the Trusteeof a written demand (hereinafter called a “Series EE Redemption Demand”) fromthe Trimble County Trustee stating that there has been such a default, statingthat it is acting pursuant to the authorization granted by Section 9.02(c) ofthe Trimble County Indenture, specifying the last date to which interest on theTrimble County Bonds has been paid (such date being hereinafter referred to asthe “Series EE Initial Interest Accrual Date”) and demanding redemption of thebonds of this Series.  The Trusteeshall, within 10 days after receiving such Series EE Redemption Demand, mail acopy thereof to the Company marked to indicate the date of its receipt by theTrustee.  Promptly upon receipt by theCompany of such copy of a Series EE Redemption Demand, the Company shall fix adate on which it will redeem the bonds of this Series so demanded to beredeemed (hereinafter called the “Series EE Demand Redemption Date”).  Notice of the date fixed as and for theSeries EE Demand Redemption Date shall be mailed by the Company to the Trusteeat least 30 days prior to such Series EE Demand Redemption Date.  The date to be fixed by the Company as andfor the Series EE Demand Redemption Date may be any date up to and includingthe earlier of (i) the 120th day after receipt by the Trustee of the Series EERedemption Demand or (ii) the Series EE Final Maturity Date, provided that ifthe Trustee shall not have received such notice fixing the Series EE DemandRedemption Date within 90 days after receipt by it of the Series EE RedemptionDemand, the Series EE Demand Redemption Date shall be deemed to be the earlierof (i) the 120th day after receipt by the Trustee of the Series EE RedemptionDemand or (ii) the Series EE Final Maturity Date.  The Trustee shall mail notice of the Series EE Demand RedemptionDate (such notice being hereinafter called the “Series EE Demand RedemptionNotice”) to the Trimble County Trustee not more than 10 nor less than five daysprior to the Series EE Demand Redemption Date. Notwithstanding the foregoing, if a default to which this paragraph isapplicable is existing on the Series EE Final Maturity Date, such date shall bedeemed to be the Series EE Demand Redemption Date without further action(including actions specified in this paragraph) by the Trimble County Trustee,the Trustee or the Company.  The bonds ofthis Series shall be redeemed by the Company on the Series EE Demand RedemptionDate, upon surrender thereof by the Trimble County Trustee to the Trustee, at aredemption price equal to the principal amount thereof, plus accrued interestthereon at the rate per annum set forth in the third paragraph of this Bond,from the Series EE Initial Interest Accrual Date to the Series EE DemandRedemption Date.  If a Series EERedemption Demand is rescinded by the Trimble County Trustee by written noticeto the Trustee prior to the Series EE Demand Redemption Date, no Series EEDemand Redemption Notice shall be given, or, if already given, shall beautomatically annulled, and interest on the bonds of this Series shall cease toaccrue, all interest accrued thereon shall be automatically rescinded andcancelled and the Company shall not be obligated to make any payments ofprincipal of or interest on the bonds of this Series; but no such rescissionshall extend to or affect any subsequent default or impair any right consequentthereon.

 

In the event that all of thebonds outstanding under the Indenture shall have become

 

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immediately due and payable, whether bydeclaration 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 inthe third paragraph of this bond, from the Series EE Initial Interest AccrualDate, as specified in a written notice to the Trustee from the Trimble CountyTrustee, and the principal of and interest on the bonds of this Series from theSeries EE Initial Interest Accrual Date shall be payable in accordance with theprovisions of the Indenture.

 

Upon payment of the principal ofand premium, if any, and interest on the Trimble County Bonds, whether atmaturity or prior to maturity by redemption or otherwise, and the surrenderthereof to and cancellation thereof by the Trimble County Trustee (other thanany Trimble County Bond that was cancelled by the Trimble County Trustee andfor which one or more other Trimble County Bonds were delivered andauthenticated pursuant to the Trimble County Indenture in lieu of or inexchange or substitution for such cancelled Trimble County Bond), or uponprovision for the payment thereof having been made in accordance with theTrimble County Indenture, bonds of this Series in a principal amount equal tothe principal amount of the Trimble County Bonds so surrendered and cancelledor for 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 Trimble County Trustee to theTrustee and shall be cancelled by the Trustee. From and after the Release Date (as defined below), the bonds of thisSeries 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 as ofwhich all bonds issued under the Indenture prior to the date of initialissuance of this bond (and excluding bonds of this Series and First MortgageBonds, Pollution Control Series Y, Z, AA, BB, CC and DD) have been retiredthrough payment, redemption or otherwise (including those bonds “deemed to beredeemed” within the meaning of that term as used in Article X of the OriginalIndenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this Series shall be surrenderedby the Trimble County Trustee to the Trustee whereupon the bonds of said Seriesso surrendered shall be cancelled by the Trustee.

 

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

 

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

 

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

 

 
| Dated     | LOUISVILLE GAS AND ELECTRIC  COMPANY |
|-----------|--------------------------------------|
|      |                                 |
|      |                                 |
| Attest:   | By                                   |   |   |   |
|      | Vice  President                      |   |
|      |                                 |   |
|      |                                 |   |
|      |                                 |   |
| Secretary |                                 |   |

 

and

 

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

 

WHEREAS, Sections4.01 and 21.03 of the Original Indenture provide in substance that the Companyand the Trustee may enter into indentures supplemental thereto for thepurposes, among others, of creating and setting forth the particulars of anynew series of bonds and of providing the terms and conditions of the issue ofthe bonds of any series not expressly provided for in the Original Indentureand of assigning, conveying, mortgaging, pledging and transferring unto theTrustee additional property of the Company, and for any other purpose notinconsistent with the terms of the Original Indenture; and

 

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

 

Now, THEREFORE, THIS INDENTUREWITNESSETH:

 

Louisville Gas and ElectricCompany, in consideration of the premises and of one dollar to it duly paid bythe Trustee at or before the ensealing and delivery of these presents, thereceipt whereof is hereby acknowledged, and other good and valuableconsiderations, does hereby covenant and agree to and with Harris Trust andSavings Bank, 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

 

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be issued thereunder, as follows:

 

# **ARTICLE I.**

# ** **

# **SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE**

 

## Section1.01.          The Company in order better to securethe payment, both of principal and interest, of all bonds of the Company at anytime outstanding under the Indenture, according to their tenor and effect, andthe performance of and compliance with the covenants and conditions in theIndenture contained, has granted, bargained, sold, warranted, released,conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed andby these presents does grant, bargain, sell, warrant, release, convey, assign,transfer, mortgage, pledge, set over and confirm unto Harris Trust and SavingsBank, 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 heretoannexed and marked Schedule A, reference to said schedule being hereby madewith the same force and effect as if the same were incorporated herein atlength; together with all and singular the tenements, hereditaments andappurtenances belonging or in any wise appertaining to the aforesaid propertyor any part thereof with the reversion and reversions, remainder andremainders, tolls, rents and revenues, issues, income, product and profitsthereof;

 

Also, in order to subject all ofthe personal property and chattels of the Company to the lien of the Indenturein conformity with the provisions of the Uniform Commercial Code of theCommonwealth of Kentucky, all steam, hydro and other electric generatingplants, including buildings and other structures, turbines, generators,boilers, condensing equipment, and all other equipment; substations; electrictransmission and distribution systems, including structures, poles, towers, fixtures,conduits, insulators, wires, cables, transformers, services and meters; steamand heating mains and equipment; gas generating and coke plants, includingbuildings, holders and other structures, boilers and other boiler plantequipment, benches, retorts, coke ovens, water gas sets, condensing andpurification equipment, piping and other accessory works equipment; facilitiesfor gas storage whether above or below surface; gas transmission anddistribution systems, including structures, mains, compressor stations,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

 

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accordance with the provisions of the Indenture;(3) contracts, claims, bills and accounts receivable and chooses in actionother than such as may be or are required to be from time to time assigned tothe Trustee in accordance with the provisions of the Indenture; (4) motorvehicles; (5) any stock of goods, wares and merchandise, equipment, materialsand supplies acquired for the purpose of sale or lease in the usual course ofbusiness or for the purpose of consumption in the operation, construction orrepair of any of the properties of the Company; and (6) the propertiesdescribed in Schedule B annexed to the Original Indenture.

 

To have and to hold all saidproperty, real, personal and mixed, mortgaged, pledged or conveyed by the Companyas aforesaid, or intended so to be, unto the Trustee and its successors andassigns forever, subject, however, to permissible encumbrances as defined inSection 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 as are setforth in the Indenture.

 

**ARTICLE II.**

 

PROVISIONS OF BONDS OF POLLUTIONCONTROL SERIES DD AND EE

 

Section 2.01.          There is hereby created, for issuanceunder the Original Indenture, a series of bonds designated Pollution ControlSeries DD, each of which shall bear the descriptive title “First MortgageBonds, Pollution Control Series DD” and the form thereof shall contain suitableprovisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series DDshall be printed, lithographed or typewritten and shall be substantially of thetenor and purport previously recited. The Bonds of Pollution Control Series DD shall be issued as registeredbonds without coupons in denominations of a multiple of $1,000 and shall beregistered in the name of the Jefferson County Trustee.  The Bonds of Pollution Control Series DDshall be dated as of the date of their authentication.

 

The Bonds of Pollution ControlSeries DD 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 DD is November 1,2027.  The date of maturity of theobligation represented by the Bonds of Pollution Control Series DD ishereinafter referred to as the Series DD Final Maturity Date.  The Bonds of Pollution Control Series DDshall bear interest from the Series DD Initial Interest Accrual Date, ashereinafter defined, at the same rate or rates then and thereafter from time totime borne by the Jefferson County Bonds.

 

## Section2.02.          Except as provided in the nextsucceeding paragraph of this Section 2.02, in the event of a default underSection 9.1 of the Jefferson County 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 Jefferson County Indenture and the Jefferson County Bonds) onthe Jefferson County Bonds, whether at maturity, by tender for purchase, byacceleration, by sinking fund, redemption or otherwise, as and when the samebecomes due, the Bonds of Pollution Control Series DD shall be redeemable inwhole

##  

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upon receipt by the Trustee of a written demand(hereinafter called a “Series DD Redemption Demand”) from the Jefferson CountyTrustee stating that there has been such a default, stating that it is actingpursuant to the authorization granted by Section 9.02(c) of the JeffersonCounty Indenture, specifying the last date to which interest on the Jefferson CountyBonds has been paid (such date being hereinafter referred to as the “Series DDInitial Interest Accrual Date”) and demanding redemption of the Bonds ofPollution Control Series DD.  TheTrustee shall, within 10 days after receiving such Series DD Redemption Demand,mail a copy thereof to the Company marked to indicate the date of its receiptby the Trustee.  Promptly upon receiptby the Company of such copy of a Series DD Redemption Demand, the Company shallfix a date on which it will redeem the Bonds of Pollution Control Series DD sodemanded to be redeemed (hereinafter called the “Series DD Demand RedemptionDate”).  Notice of the date fixed as theSeries DD Demand Redemption Date shall be mailed by the Company to the Trusteeat least 30 days prior to such Series DD Demand Redemption Date.  The date to be fixed by the Company as andfor the Series DD Demand Redemption Date may be any date up to and includingthe earlier of (i) the 120th day after receipt by the Trustee of the Series DDRedemption Demand or (ii) the Series DD Final Maturity Date, provided that ifthe Trustee shall not have received such notice fixing the Series DD DemandRedemption Date within 90 days after receipt by it of the Series DD RedemptionDemand, the Series DD Demand Redemption Date shall be deemed to be the earlierof (i) the 120th day after receipt by the Trustee of the Series DD RedemptionDemand or (ii) the Series DD Final Maturity Date.  The Trustee shall mail notice of the Series DD Demand RedemptionDate (such notice being hereinafter called the “Series DD Demand RedemptionNotice”) to the Jefferson County Trustee not more than 10 nor less than fivedays prior to the Series DD Demand Redemption Date.  Notwithstanding the foregoing, if a default to which thisparagraph is applicable is existing on the Series DD Final Maturity Date, suchdate shall be deemed to be the Series DD Demand Redemption Date without furtheraction (including actions specified in this paragraph) by the Jefferson CountyTrustee, the Trustee or the Company. The Bonds of Pollution Control Series DD shall be redeemed by theCompany on the Series DD Demand Redemption Date, upon surrender thereof by theJefferson County Trustee to the Trustee, at a redemption price equal to theprincipal amount thereof, plus accrued interest thereon at the rate per annumset forth in Section 2.01 hereof, from the Series DD Initial Interest AccrualDate to the Series DD Demand Redemption Date. If a Series DD Redemption Demand is rescinded by the Jefferson CountyTrustee by written notice to the Trustee prior to the Series DD DemandRedemption Date, no Series DD Demand Redemption Notice shall be given, or, ifalready given, shall be automatically annulled, and interest on the Bonds ofPollution Control Series DD shall cease to accrue, all interest accrued thereonshall be automatically rescinded and cancelled and the Company shall not beobligated to make any payments of principal of or interest on the Bonds ofPollution Control Series DD; but no such rescission shall extend to or affectany subsequent default 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 DD shall bearinterest at the rate per annum set forth in Section 2.01 hereof, from theSeries DD Interest Accrual Date, as specified in a written notice to theTrustee from the Jefferson County Trustee, and the principal

 

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of and interest on the Bonds of Pollution ControlSeries DD from the Series DD Initial Interest Accrual Date shall be payable inaccordance with the provisions of the Indenture.

 

Anything herein contained to thecontrary notwithstanding, the Trustee is not authorized to take any actionpursuant to a Series DD Redemption Demand or a rescission thereof or a writtennotice required by this Section 2.02, and such Series DD Redemption Demand,rescission or notice shall be of no force or effect, unless it is executed inthe name of the Jefferson County Trustee by one of its Vice Presidents.

 

Section2.03.          Upon payment of the principal of andpremium, if any, and interest on the Jefferson County Bonds, whether atmaturity or prior to maturity by redemption or otherwise, and the surrenderthereof to and cancellation thereof by the Jefferson County Trustee (other thanany Jefferson County Bond that was cancelled by the Jefferson County Trusteeand for which one or more other Jefferson County Bonds were delivered andauthenticated pursuant to the Jefferson County Indenture in lieu of or inexchange or substitution for such cancelled Jefferson County Bond), or uponprovision for the payment thereof having been made in accordance with theJefferson County Indenture, Bonds of Pollution Control Series DD in a principalamount equal to the principal amount of the Jefferson County Bonds sosurrendered and cancelled or for the provision for which payment has been madeshall be deemed fully paid and the obligations of the Company thereunder shallbe terminated, and such Bonds of Pollution Control Series DD shall besurrendered by the Jefferson County Trustee to the Trustee and shall becancelled and destroyed by the Trustee, and a certificate of such cancellationand destruction shall be delivered to the Company.  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 as ofwhich all bonds issued under the Indenture prior to the date of initialissuance of this bond (and excluding bonds of this Series and First MortgageBonds, Pollution Control Series Y, Z, AA, BB, CC and EE) have been retiredthrough payment, redemption or otherwise (including those bonds “deemed to beredeemed” within the meaning of that term as used in Article X of the OriginalIndenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this Series shall besurrendered by the Jefferson County Trustee to the Trustee whereupon the Bondsof said Series so surrendered shall be cancelled by the Trustee.

 

Section2.04.          There is hereby created, for issuanceunder the Original Indenture, a series of bonds designated Pollution ControlSeries EE, each of which shall bear the descriptive title “First MortgageBonds, Pollution Control Series EE” and the form thereof shall contain suitableprovisions with respect to the matters specified in this section.  The Bonds of Pollution Control Series EEshall be printed, lithographed or typewritten and shall be substantially of thetenor and purport previously recited. The Bonds of Pollution Control Series EE shall be issued as registeredbonds without coupons in denominations of a multiple of $1,000 and shall beregistered in the name of the Trimble County Trustee.  The Bonds of Pollution Control Series EE shall be dated as of thedate of their authentication.

 

The Bonds of Pollution ControlSeries EE shall be payable, both as to principal and

 

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interest, at the office of the Trustee inChicago, Illinois, in lawful money of the United States of America.  The maturity of the obligation representedby the Bonds of Pollution Control Series EE is November 1, 2027.  The date of maturity of the obligationrepresented by the Bonds of Pollution Control Series EE is hereinafter referredto as the Series EE Final Maturity Date. The Bonds of Pollution Control Series EE shall bear interest from theSeries EE Initial Interest Accrual Date, as hereinafter defined, at the samerate or rates then and thereafter from time to time borne by the Trimble CountyBonds.

 

Section2.05.          Except as provided in the nextsucceeding paragraph of this Section 2.05, in the event of a default underSection 9.1 of the Trimble County Agreement or in the event of a default in thepayment of the principal of, premium, if any, or interest (and such default inthe payment of interest continues for the full grace period, if any, permittedby the Trimble County Indenture and the Trimble County Bonds) on the TrimbleCounty Bonds, whether at maturity, by tender for purchase, by acceleration, bysinking fund, redemption or otherwise, as and when the same becomes due, theBonds of Pollution Control Series EE shall be redeemable in whole upon receiptby the Trustee of a written demand (hereinafter called a “Series EE RedemptionDemand”) from the Trimble County Trustee stating that there has been such adefault, stating that it is acting pursuant to the authorization granted bySection 9.02(c) of the Trimble County Indenture, specifying the last date towhich interest on the Trimble County Bonds has been paid (such date beinghereinafter referred to as the “Series EE Initial Interest Accrual Date”) anddemanding redemption of the Bonds of Pollution Control Series EE.  The Trustee shall, within 10 days afterreceiving such Series EE Redemption Demand, mail a copy thereof to the Companymarked to indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of suchcopy of a Series EE Redemption Demand, the Company shall fix a date on which itwill redeem the Bonds of Pollution Control Series EE so demanded to be redeemed(hereinafter called the “Series EE Demand Redemption Date”).  Notice of the date fixed as the Series EEDemand Redemption Date shall be mailed by the Company to the Trustee at least30 days prior to such Series EE Demand Redemption Date.  The date to be fixed by the Company as andfor the Series EE Demand Redemption Date may be any date up to and includingthe earlier of (i) the 120th day after receipt by the Trustee of the Series EERedemption Demand or (ii) the Series EE Final Maturity Date, provided that ifthe Trustee shall not have received such notice fixing the Series EE DemandRedemption Date within 90 days after receipt by it of the Series EE RedemptionDemand, the Series EE Demand Redemption Date shall be deemed to be the earlierof (i) the 120th day after receipt by the Trustee of the Series EE RedemptionDemand or (ii) the Series EE Final Maturity Date.  The Trustee shall mail notice of the Series EE Demand RedemptionDate (such notice being hereinafter called the “Series EE Demand RedemptionNotice”) to the Trimble County Trustee not more than 10 nor less than five daysprior to the Series EE Demand Redemption Date. Notwithstanding the foregoing, if a default to which this paragraph isapplicable is existing on the Series EE Final Maturity Date, such date shall bedeemed to be the Series EE Demand Redemption Date without further action(including actions specified in this paragraph) by the Trimble County Trustee,the Trustee or the Company.  The Bondsof Pollution Control Series EE shall be redeemed by the Company on the SeriesEE Demand Redemption Date, upon surrender thereof by the Trimble County Trusteeto the Trustee, at a redemption price equal to the principal amount thereof,plus accrued interest thereon at the

 

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rate per annum set forth in Section 2.04 hereof,from the Series EE Initial Interest Accrual Date to the Series EE DemandRedemption Date.  If a Series EERedemption Demand is rescinded by the Trimble County Trustee by written noticeto the Trustee prior to the Series EE Demand Redemption Date, no Series EEDemand Redemption Notice shall be given, or, if already given, shall beautomatically annulled, and interest on the Bonds of Pollution Control SeriesEE shall cease to accrue, all interest accrued thereon shall be automaticallyrescinded and cancelled and the Company shall not be obligated to make anypayments of principal of or interest on the Bonds of Pollution Control Series EE;but no such rescission shall extend to or affect any subsequent default orimpair 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 EE shall bearinterest at the rate per annum set forth in Section 2.04 hereof, from theSeries EE Interest Accrual Date, as specified in a written notice to theTrustee from the Trimble County Trustee, and the principal of and interest onthe Bonds of Pollution Control Series EE from the Series EE Initial InterestAccrual Date shall be payable in accordance with the provisions of theIndenture.

 

Anything herein contained to thecontrary notwithstanding, the Trustee is not authorized to take any actionpursuant to a Series EE Redemption Demand or a rescission thereof or a writtennotice required by this Section 2.05, and such Series EE Redemption Demand,rescission or notice shall be of no force or effect, unless it is executed inthe name of the Trimble County Trustee by one of its Vice Presidents.

 

Section2.06.          Upon payment of the principal of andpremium, if any, and interest on the Trimble County Bonds, whether at maturityor prior to maturity by redemption or otherwise, and the surrender thereof toand cancellation thereof by the Trimble County Trustee (other than any TrimbleCounty Bond that was cancelled by the Trimble County Trustee and for which oneor more other Trimble County Bonds were delivered and authenticated pursuant tothe Trimble County Indenture in lieu of or in exchange or substitution for suchcancelled Trimble County Bond), or upon provision for the payment thereofhaving been made in accordance with the Trimble County Indenture, Bonds ofPollution Control Series EE in a principal amount equal to the principal amountof the Trimble County Bonds so surrendered and cancelled or for the provisionfor which payment has been made shall be deemed fully paid and the obligationsof the Company thereunder shall be terminated, and such Bonds of PollutionControl Series EE shall be surrendered by the Trimble County Trustee to theTrustee and shall be cancelled and destroyed by the Trustee, and a certificateof such cancellation and destruction shall be delivered to the Company.  From and after the Release Date (as definedbelow), the bonds of this Series shall be deemed fully paid, satisfied anddischarged and the obligations of the Company hereunder and thereunder shall beterminated.  The Release Date shall bethe date as of which all bonds issued under the Indenture prior to the date ofinitial issuance of this bond (and excluding bonds of this Series and First MortgageBonds, Pollution Control Series Y, Z, AA, BB, CC and DD) have been retiredthrough payment, redemption or otherwise (including those bonds “deemed to beredeemed” within the meaning of that term as used in Article X of the OriginalIndenture) at,

 

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before or after the maturity thereof.  On the Release Date, the bonds of thisSeries shall be surrendered by the Trimble County Trustee to the Trusteewhereupon the Bonds of said Series so surrendered shall be cancelled by theTrustee.

 

Section2.07.          Prior to the Release Date, theJefferson County Trustee as the registered holder of the Bonds of PollutionControl Series DD and the Trimble County Trustee as the registered holder ofthe Bonds of Pollution Control Series EE 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 2.08 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.

 

Section2.08.          No charge shall be made by the Companyfor any exchange or transfer of Bonds of Pollution Control Series DD or Bondsof Pollution Control Series EE other than for taxes or other governmentalcharges, if any, that may be imposed in relation thereto.

 

**ARTICLE III.**

 

MISCELLANEOUS

 

Section3.01.          The recitals of fact herein and in thebonds (except the Trustee’s Certificate) shall be taken as statements of theCompany and shall not be construed as made or warranted by the Trustee.  The Trustee makes no representations as tothe value of any of the property subject to the lien of the Indenture, or anypart thereof, or as to the title of the Company 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.

 

Section3.02.          This Supplemental Indenture shall beconstrued in connection with and as a part of the Original Indenture.

 

Section3.03.          (a) If any provision of thisSupplemental Indenture limits, qualifies or conflicts with another provision ofthe Original Indenture or this Supplemental Indenture required to be includedin indentures qualified under the Trust Indenture Act of 1939, as amended (asenacted prior to the date of this Supplemental Indenture) by any of theprovisions of Sections 310 to 317, inclusive, of the said Act, such requiredprovision shall control.

 

(b)           In case any one or more of theprovisions contained in this Supplemental Indenture or in the bonds issuedhereunder shall be invalid, illegal, or unenforceable in any respect, thevalidity, legality and enforceability of the remaining provisions containedherein and therein shall not in any way be affected, impaired, prejudiced ordisturbed thereby.

 

Section3.04.          Wherever in this SupplementalIndenture the word “Indenture” is used without either prefix, “Original” or“Supplemental,” such word was used intentionally to include

 

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in its meaning both the Original Indenture andall indentures supplemental thereto.

 

Section3.05.          Wherever in this SupplementalIndenture either of the parties hereto is named or referred to, this shall bedeemed to include the successors or assigns of such party, and all thecovenants and agreements in this Supplemental Indenture contained by or onbehalf of the Company or by or on behalf of the Trustee shall bind and inure tothe benefit of the respective successors and assigns of such parties, whetherso expressed or not.

 

Section3.06.          (a) This Supplemental Indenture may besimultaneously executed in several counterparts, and all said counterpartsexecuted and delivered, each as an original, shall constitute but one and thesame instrument.

 

(b)           The Table ofContents 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 by itsExecutive Vice President, General Counsel and Corporate Secretary for and inits behalf, and the party of the second part to evidence its acceptance of thetrust 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 15th day of March, 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* |                                             |   |
|             |                                        |                                             |
|             |                                        |                                             |
|             |                                        | HARRIS TRUST AND SAVINGS BANK     |
|             |                                        |                                             |
|             |                                        |                                             |
|             |                                        | 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          day of March, 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 notarialseal this           day of March,2002.

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

 

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

 

BE IT REMEMBERED that on this          day of March, 2002,before me, a Notary Public duly commissioned in and for the County and Stateaforesaid, personally appeared J. BARTOLINI and C. POTTER respectively, VicePresident and Assistant Secretary of Harris Trust and Savings Bank, 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 notarialseal this           day of March,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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**SCHEDULE A**

 

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

 

Beginning at the southeast corner of Ormsby Avenue and Ninth Street, ifextended, running thence southwardly (measures South 04o 06’ 32” West), withthe east line of Ninth Street, if extended, 200 feet to an alley 13 feet wide,running thence with said alley (measures South 87o11’19” East) which isparallel with said Ormsby Avenue, 3381⁄2 feet (measures 339.93 feet) to thewestwardly side of the right of way of the Louisville & Nashville RailroadCompany; thence northwardly (measures North 9o 19’ 19” West 204.52 feet) withsaid right of way to the south side of Ormsby Avenue; thence westwardly(measure North 87o 11’ 19” West) with Ormsby Avenue 2911⁄4 feet (measures 292.40feet) to the beginning; excepting, however, from said premises that portionthereof included within the right of way of the Central Storage Company’srailway, and described in Deed Book 293, page 124, in the office of the Clerkof the County Court of Jefferson County, Kentucky; being the same propertyconveyed to the Kentucky Heating Company by A. Dumesnil, unmarried, by deed datedJanuary 15, 1902, and recorded in Deed Book 569, page 220, in the officeaforesaid, and acquired by and vested in Louisville Gas and Electric Company byvirtue of the Consolidation (into Louisville Gas and Electric Company) by saidKentucky Heating Company with Louisville Lighting Company) and Louisville GasCompany, effected by Articles of Agreement and consolidation dated July 2,1913, recorded in Incorporation Book 22, page 188, in the office aforesaid.

 

**THERE ISEXCEPTED** from that portion of the above described propertywhich is described as follows:

 

**BEGINNING**at a point, said point being the intersection of the western boundary of theLouisville & Nashville Railroad right of way and the South line of OrmsbyAvenue; thence North 87o 11’ 19” West 124.66 feet to a point in the East rightof way line of the Central Storage Company’s railway; thence in a southeasterlydirection in an arc of 211.18 feet to a point in the western right of way lineof the Louisville & Nashville Railroad right of way; thence north 09o 19’19” West 144.05 feet to the point of beginning;

 

**BEING**a part of the same property conveyed to the Kentucky Heating Company by A.Dumesnil, unmarried, by deed dated January 15, 1902, and recorded in Deed Book569, page 220, in the office of the Clerk of the County Court of JeffersonCounty, Kentucky, and acquired by and vested in Louisville Gas and ElectricCompany by virtue of consolidation (into Louisville Gas and Electric Company)by said Kentucky Heating Company with Louisville Lighting Company andLouisville Gas Company, effected by Articles of Agreement and Consolidationdated July 2, 1913, recorded in Incorporation Book 22, page 188, in the officeaforesaid.

 

**THERE ISALSO EXCEPTED** from the above described property the parcelconveyed to Henry Vogt Machine Co. by Deed dated April 12, 1967, of record inDeed Book 4113, page 332, in the office aforesaid.

 

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The above described property is part of the same property conveyed toHenry Vogt Machine Co. by Deed dated August 24, 1979 of record in Deed Book5117, Page 961 in the Office of the Clerk of Jefferson County, Kentucky.

 

Being part of the same property conveyed to Louisville Gas and ElectricCompany by Deed dated December 28, 2000, of record in Deed Book 07569, Page0731, in the office aforesaid.

 

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