**EXHIBIT4.22**

 

 

**SUPPLEMENTALINDENTURE**

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**FROM**

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**LOUISVILLEGAS AND ELECTRIC COMPANY**

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**TO**

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**BNYMIDWEST TRUST COMPANYTRUSTEE**

 

 

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**DATEDOCTOBER 1, 2003**

 

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**SUPPLEMENTALTO TRUST INDENTURE**

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**DATEDNOVEMBER 1, 1949**

 

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**Table of Contents**

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

 

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**Supplemental Indenture**,made as of the 1st day of October, 2003, by and between LOUISVILLE GAS ANDELECTRIC COMPANY, a corporation duly organized and existing under and by virtueof the laws of the Commonwealth of Kentucky, having its principal office in theCity of Louisville, County of Jefferson, in said Commonwealth of Kentucky (the“Company”), the party of the first part, and BNY MIDWEST TRUST COMPANY, anIllinois trust company duly organized and existing under and by virtue of thelaws of the State of Illinois, having its principal office at Two North LaSalleStreet, City of Chicago, County of Cook, State of Illinois 60602, as Trustee(the “Trustee”), party of the second part;

 

**WITNESSETH:**

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WHEREAS, theCompany has heretofore executed and delivered its Trust Indenture (the“Original Indenture”), made as of November 1, 1949, whereby the Companygranted, bargained, sold, warranted, released, conveyed, assigned, transferred,mortgaged, pledged, set over and confirmed unto the Trustee under saidIndenture 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, Section2.01 of the Original Indenture provides that bonds may be issued thereunder inone or more series, each series to have such distinctive designation as theBoard of Directors of the Company may select for such series; and

 

WHEREAS, theCompany has heretofore issued in accordance with the provisions of the OriginalIndenture, bonds of a series designated “First Mortgage Bonds, Series dueNovember 1, 1979,” bearing interest at the rate of 2 3/4% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated February1, 1952, bonds of a series designated “First Mortgage Bonds, Series dueFebruary 1, 1982,” bearing interest at the rate of 3 1/8% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated February1, 1954, bonds of a series designated “First Mortgage Bonds, Series dueFebruary 1, 1984,” bearing interest at the rate of 3 1/8% per annum; and

 

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

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated October1, 1960, bonds

 

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of aseries designated “First Mortgage Bonds, Series due October 1, 1990,” bearinginterest at the rate of 4 7/8% per annum; and

 

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

 

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

 

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

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated August1, 1971, bonds of a series designated “First Mortgage Bonds, Series due August1, 2001,” bearing interest at the rate of 8 1/4% per annum; and

 

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

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated February1, 1975, bonds of a series designated “First Mortgage Bonds, Series due March1, 2005,” bearing interest at the rate of 8 7/8% per annum; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture datedSeptember 1, 1975, bonds of a series designated “First Mortgage Bonds,Pollution Control Series A,” bearing interest as provided therein and maturingSeptember 1, 2000; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture datedSeptember 1, 1976, bonds of a series designated “First Mortgage Bonds,Pollution Control Series B,” bearing interest as provided therein and maturingSeptember 1, 2006; and

 

WHEREAS,the Company has heretofore issued in accordance with the provisions of theOriginal Indenture as supplemented by the Supplemental Indenture dated October1, 1976, bonds

 

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of aseries designated “First Mortgage Bonds, Series due November 1, 2006,” bearinginterest at the rate of 8 1/2% per annum; and

 

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

 

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

 

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

 

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

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 15, 1981, bonds of a series designated“First Mortgage Bonds, Pollution Control Series E,” bearing interest asprovided therein and maturing September 15, 1984; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated March 1, 1982, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series F,” bearing interest as providedtherein and maturing March 1, 2012; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated March 15, 1982, bonds of a series designated“First Mortgage Bonds, Pollution Control Series G,” bearing interest asprovided therein and maturing March 1, 2012; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 15, 1982, bonds of a series designated“First Mortgage Bonds, Pollution Control Series H,” bearing interest as providedtherein and maturing September 15, 1992; and

 

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

 

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as provided therein and maturing February 15, 2011; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated July 1, 1985, bonds of  a series designated “First Mortgage Bonds, Pollution ControlSeries J,” bearing interest as provided therein and maturing July 1, 1995/2015;and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated November 15, 1986, bonds of a series designated“First Mortgage Bonds, Pollution Control Series K,” bearing interest asprovided therein and maturing December 1, 2016; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated November 16, 1986, bonds of a series designated“First Mortgage Bonds, Pollution Control Series L,” bearing interest asprovided therein and maturing December 1, 2016; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated August 1, 1987, bonds of a series designated“First Mortgage Bonds, Pollution Control Series M,” bearing interest asprovided therein and maturing August 1, 1997; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated February 1, 1989, bonds of a series designated“First Mortgage Bonds, Pollution Control Series N,” bearing interest asprovided therein and maturing February 1, 2019; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated February 2, 1989, bonds of a series designated“First Mortgage Bonds, Pollution Control Series O,” bearing interest asprovided therein and maturing February 1, 2019; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated June 15, 1990, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series P,” bearing interest as providedtherein and maturing June 15, 2015; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated November 1, 1990, bonds of a series designated“First Mortgage Bonds, Pollution Control Series Q” and bonds of a seriesdesignated “First Mortgage Bonds, Pollution Control Series R,” each seriesbearing interest as provided therein and maturing November 1, 2020; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 1, 1992,

 

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bonds of a series designated “First Mortgage Bonds,Pollution Control Series S,” bearing interest as provided therein and maturingSeptember 1, 2017; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 2, 1992, bonds of a series designated“First Mortgage Bonds, Pollution Control Series T,” bearing interest asprovided therein and maturing September 1, 2017; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated August 15, 1993, bonds of a series designated“First Mortgage Bonds, Series due August 15, 2003,” bearing interest at therate of 6% per annum; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated August 16, 1993, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series U,” bearing interest as providedtherein and maturing August 15, 2013 and bonds of a series designated “FirstMortgage Bonds, Pollution Control Series V,” bearing interest as providedtherein and maturing August 15, 2019; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated October 15, 1993, bonds of a series designated“First Mortgage Bonds, Pollution Control Series W,” bearing interest asprovided therein and maturing October 15, 2020, and bonds of a seriesdesignated “First Mortgage Bonds, Pollution Control Series X,” bearing interestas provided therein and maturing April 15, 2023; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated May 1, 2000, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series Y,” bearing interest as providedtherein and maturing May 1, 2027; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated August 1, 2000, bonds of a series designated“First Mortgage Bonds, Pollution Control Series Z,” bearing interest asprovided therein and maturing August 1, 2030; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated September 1, 2001, bonds of a series designated“First Mortgage Bonds, Pollution Control Series AA,” bearing interest asprovided therein and maturing September 1, 2027; and

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated March 1, 2002, bonds of a series designated “FirstMortgage Bonds, Pollution Control Series BB,” bearing interest as

 

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provided therein and maturing September 1, 2026, andbonds of a series designated “First Mortgage Bonds, Pollution Control SeriesCC,” bearing interest as provided therein and maturing September 1, 2026; and

 

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

 

WHEREAS, the Company has heretofore issued in accordancewith the provisions of the Original Indenture as supplemented by theSupplemental Indenture dated October 1, 2002, bonds of a series designated“First Mortgage Bonds, Pollution Control Series FF,” bearing interest asprovided therein and maturing October 1, 2032; and

 

WHEREAS, the Louisville/Jefferson County MetroGovernment in the Commonwealth of Kentucky (the “Issuer”) has agreed to issue$128,000,000 principal amount of its Pollution Control Revenue Bonds, 2003Series A (Louisville Gas and Electric Company Project) (the “Pollution ControlRevenue Bonds”) pursuant to the provisions of the Indenture of Trust, dated asof October 1, 2003 (the “Pollution Control Indenture”), between and among theIssuer and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent andBond Registrar (said Trustee or any successor trustee under the PollutionControl Indenture being hereinafter referred to as the “Pollution ControlTrustee”); and

 

WHEREAS,the proceeds of the Pollution Control Revenue Bonds (other than any accruedinterest, if any, thereon) will be loaned by the Issuer to the Company pursuantto the provisions of a Loan Agreement, dated as of October 1, 2003, between theIssuer and the Company (the “Agreement”), to pay and discharge (i) $102,000,000in outstanding principal amount of “County of Jefferson, Kentucky, PollutionControl Revenue Bonds (Louisville Gas and Electric Company Project) 1993 SeriesB,” dated August 15, 1993 (the “1993 Series B Bonds”) and (ii) $26,000,000 inoutstanding principal amount of “County of Jefferson, Kentucky, PollutionControl Revenue Bonds (Louisville Gas and Electric Company Project) 1993 SeriesC,” dated October 15, 1993 (the “1993 Series C Bonds” and, together with the1993 Series B Bonds, the “1993 Bonds”) on the date of issuance of the PollutionControl Revenue Bonds.  The 1993 Bondswere issued to finance or refinance the cost of construction of certain air andwater pollution control facilities and solid waste disposal facilities at theMill Creek and Cane Run Generating Stations of the Company, which facilitiesare hereinafter sometimes referred to as the “1993 Project,” which 1993 Projectis located in Jefferson County, Kentucky, and which 1993 Project is more fullydescribed in Exhibit A to the Agreement; and

 

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

 

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

 

(Form of Bonds of Pollution ControlSeries GG)

 

This Bond has not been registered under the SecuritiesAct of 1933, as amended, and may not be offered or sold in contravention ofsaid Act and is not transferable except to a successor Trustee under theIndenture of Trust dated as of October 1, 2003, from the Louisville/JeffersonCounty Metro Government, Kentucky, to Deutsche Bank Trust Company Americas, asTrustee, Paying Agent and Bond Registrar.

 

LOUISVILLEGAS AND ELECTRIC COMPANY(Incorporated under the laws of the Commonwealth of Kentucky)First Mortgage BondPollution Control Series GG

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

 

Louisville Gas and Electric Company, a corporation organized and existingunder and by virtue of the laws of the Commonwealth of Kentucky (herein calledthe “Company”), for value received, hereby promises to pay to Deutsche BankTrust Company Americas, as Trustee under the Indenture of Trust (the “PollutionControl Indenture”) dated as of October 1, 2003, from the Louisville/JeffersonCounty Metro Government, Kentucky, to Deutsche Bank Trust Company Americas, orany successor trustee under the Pollution Control Indenture (the “PollutionControl Trustee”) and at the office of BNY Midwest Trust Company, Chicago,Illinois (the “Trustee”) the sumof                      Dollarsin lawful money of the United States of America on the Demand Redemption Date,as hereinafter defined, and to pay on the Demand Redemption Date to thePollution Control Trustee, interest hereon from the Initial Interest AccrualDate, as hereinafter defined, to the Demand Redemption Date at the same rate orrates per annum then and thereafter from time to time borne by the PollutionControl Revenue Bonds, in like money, said interest being payable at the officeof the Trustee in Chicago, Illinois, subject to the provisions hereinafter setforth in the event of a rescission of a Redemption Demand, as hereinafterdefined.

 

This bond is one of a duly authorized issue of bonds of the Company,known as its First Mortgage Bonds, unlimited in aggregate principal amount,which issue of bonds consists, or may consist of several series of varyingdenominations, dates and tenors, all issued and to be issued under and equallysecured (except in so far as a sinking fund, or similar fund, established inaccordance with the provisions of the Indenture may afford additional securityfor the bonds of any specific series) by a Trust Indenture dated November 1,1949 (the “Original Indenture”), and

 

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Supplemental Indentures thereto dated February 1, 1952,February 1, 1954, September 1, 1957, October 1, 1960, June 1, 1966, June 1,1968, June 1, 1970, August 1, 1971, June 1, 1972, February 1, 1975, September1, 1975, September 1, 1976, October 1, 1976, June 1, 1978, February 15, 1979,September 1, 1979, September 15, 1979, September 15, 1981, March 1, 1982, March15, 1982, September 15, 1982, February 15, 1984, July 1, 1985, November 15,1986, November 16, 1986, August 1, 1987, February 1, 1989, February 2, 1989,June 15, 1990, November 1, 1990, September 1, 1992, September 2, 1992, August15, 1993, August 16, 1993, October 15, 1993, May 1, 2000, August 1, 2000,September 1, 2001, March 1, 2002, March 15, 2002, October 1, 2002 and October1, 2003 (all of which instruments are herein collectively called the “Indenture”),executed by the Company to the Trustee, to which Indenture reference is herebymade for a description of the property mortgaged and pledged, the nature andextent of the security, the rights of the holders of the bonds as to suchsecurity, and the terms and conditions upon which the bonds may be issued underthe Indenture and are secured.  Theprincipal hereof may be declared or may become due on the conditions, in themanner and at the time set forth in the Indenture, upon the happening of acompleted default as in the Indenture provided.  The Indenture provides that such declaration may in certainevents be waived by the holders of a majority in principal amount of the bondsoutstanding.

 

This bond is one of a series of bonds of the Company issued under theIndenture and designated as First Mortgage Bonds, Pollution Control SeriesGG.  The bonds of this Series have beenissued to the Pollution Control Trustee under the Pollution Control Indentureto secure payment of the Pollution Control Revenue Bonds, 2003 Series A(Louisville Gas and Electric Company Project) (the “Pollution Control RevenueBonds”) issued by the Louisville/Jefferson County Metro Government, Kentucky(the “Issuer”) under the Pollution Control Indenture, the proceeds of whichhave been or are to be loaned to the Company pursuant to the provisions of theLoan Agreement dated as of October 1, 2003 (the “Agreement”) between theCompany and the Issuer.  The maturity ofthe obligation represented by the bonds of this Series is October 1, 2033.  The date of maturity of the obligationrepresented by the bonds of this Series is hereinafter referred to as the FinalMaturity Date.  The bonds of this Seriesshall bear interest from the Initial Interest Accrual Date, as hereinafterdefined, at the same rate or rates per annum then and thereafter from time totime borne by the Pollution Control Revenue Bonds.

 

With the consent of the Company and to the extent permitted by and asprovided in the Indenture, the rights and obligations of the Company and/or ofthe holders of the bonds, and/or the terms and provisions of the Indentureand/or of any instruments supplemental thereto may be modified or altered byaffirmative vote of the holders of at least seventy percent in principal amountof the bonds then outstanding under the Indenture and any instrumentssupplemental thereto (excluding bonds disqualified from voting by reason of theinterest of the Company or of certain related persons therein as provided inthe Indenture), and by the affirmative vote of at least seventy percent inprincipal amount of the bonds of any series entitled to vote then outstandingunder the Indenture and any instruments supplemental thereto (excluding bondsdisqualified from voting as aforesaid) and affected by such modification oralteration, in case one or more but less than all of the series of bonds thenoutstanding are so affected; provided that no such modification or alterationshall permit the extension of the maturity of the principal of this

 

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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 next succeeding paragraph, inthe event of a default under Section 9.1 of the Agreement or in the event of adefault in the payment of the principal of, premium, if any, or interest (andsuch default in the payment of interest continues for the full grace period, ifany, permitted by the Pollution Control Indenture and the Pollution ControlRevenue Bonds) on the Pollution Control Revenue Bonds, whether at maturity, bytender for purchase, by acceleration, by sinking fund, redemption or otherwise,as and when the same becomes due, the bonds of this Series shall be redeemablein whole upon receipt by the Trustee of a written demand (hereinafter called a“Redemption Demand”) from the Pollution Control Trustee stating that there hasbeen such a default, stating that it is acting pursuant to the authorizationgranted by Section 9.02(c) of the Pollution Control Indenture, specifying thelast date to which interest on the Pollution Control Revenue Bonds has beenpaid (such date being hereinafter referred to as the “Initial Interest AccrualDate”) and demanding redemption of the bonds of this Series.  The Trustee shall, within 10 days afterreceiving such Redemption Demand, mail a copy thereof to the Company marked toindicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such copy of a RedemptionDemand, the Company shall fix a date on which it will redeem the bonds of thisSeries so demanded to be redeemed (hereinafter called the “Demand RedemptionDate”).  Notice of the date fixed as andfor the Demand Redemption Date shall be mailed by the Company to the Trustee atleast 30 days prior to such Demand Redemption Date.  The date to be fixed by the Company as and for the DemandRedemption Date may be any date up to and including the earlier of (i) the120th day after receipt by the Trustee of the Redemption Demand or (ii) theFinal Maturity Date, provided that if the Trustee shall not have received suchnotice fixing the Demand Redemption Date within 90 days after receipt by it ofthe Redemption Demand, the Demand Redemption Date shall be deemed to be theearlier of (i) the 120th day after receipt by the Trustee of the RedemptionDemand or (ii) the Final Maturity Date. The Trustee shall mail notice of the Demand Redemption Date (such noticebeing hereinafter called the “Demand Redemption Notice”) to the PollutionControl Trustee not more than 10 nor less than five days prior to the DemandRedemption Date.  Notwithstanding theforegoing, if a default to which this paragraph is applicable is existing onthe Final Maturity Date, such date shall be deemed to be the Demand RedemptionDate without further action (including actions specified in this paragraph) bythe Pollution Control Trustee, the Trustee or the Company.  The bonds of this Series shall be redeemedby the Company on the Demand Redemption Date, upon surrender thereof by thePollution Control Trustee to the Trustee, at a redemption price equal to theprincipal amount thereof, plus accrued interest thereon at the rate per annumset forth in the third paragraph of this Bond, from the Initial InterestAccrual Date to the Demand Redemption Date. If a Redemption Demand is rescinded by the Pollution Control Trustee bywritten notice to the Trustee prior to the Demand Redemption Date, no DemandRedemption Notice shall be given, or, if already given, shall be automaticallyannulled, and interest on the bonds of

 

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this Series shall cease to accrue, all interest accruedthereon shall be automatically rescinded and cancelled and the Company shallnot be obligated to make any payments of principal of or interest on the bondsof this Series; but no such rescission shall extend to or affect any subsequentdefault or impair any right consequent thereon.

 

In the event that all of the bonds outstanding under theIndenture shall have become immediately due and payable, whether by declarationor otherwise, and such acceleration shall not have been annulled, the bonds ofthis Series shall bear interest at the rate per annum set forth in the thirdparagraph of this bond, from the Initial Interest Accrual Date, as specified ina written notice to the Trustee from the Pollution Control Trustee, and theprincipal of and interest on the bonds of this Series from the Initial InterestAccrual Date shall be payable in accordance with the provisions of theIndenture.

 

Upon payment of the principal of and premium, if any,and interest on the Pollution Control Revenue Bonds, whether at maturity orprior to maturity by redemption or otherwise, and the surrender thereof to andcancellation thereof by the Pollution Control Trustee (other than any PollutionControl Revenue Bond that was cancelled by the Pollution Control Trustee andfor which one or more other Pollution Control Revenue Bonds were delivered andauthenticated pursuant to the Pollution Control Indenture in lieu of or inexchange or substitution for such cancelled Pollution Control Revenue Bond), orupon provision for the payment thereof having been made in accordance with thePollution Control Indenture, bonds of this Series in a principal amount equalto the principal amount of the Pollution Control Revenue Bonds so surrenderedand cancelled or for the provision for which payment has been made shall bedeemed fully paid and the obligations of the Company thereunder shall beterminated, and such bonds of this Series shall be surrendered by the PollutionControl Trustee to the Trustee and shall be cancelled by the Trustee.  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 that the Bond Insurer (as such term is defined in the PollutionControl Indenture), at the request of the Company, consents to the release ofthe bonds of this Series as security for the Pollution Control Revenue Bonds,provided that in no event shall that date be later than the date as of whichall bonds issued under the Indenture prior to the date of initial issuance ofthis bond (and excluding bonds of this Series and First Mortgage Bonds,Pollution Control Series Y, Z, AA, BB, CC, DD, EE and FF) 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 Pollution Control Trustee to the Trustee whereupon the bondsof said Series so surrendered shall be cancelled by the Trustee.

 

No recourse shall be had for the payment of principalof, or interest, if any, on this bond, or any part thereof, or of any claimbased hereon or in respect hereof or of the Indenture, against anyincorporator, or any past, present or future stockholder, officer or directorof the Company or of any predecessor or successor corporation, either directlyor 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

 

10

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of the consideration for the issue hereof, expresslywaived and released, as more fully provided in the Indenture.

 

This bond shall not be valid or become obligatory forany purpose unless and until the certificate of authentication hereon shallhave been signed by or on behalf of BNY Midwest Trust Company, as Trustee underthe Indenture, or its successor thereunder.

 

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

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

 

and

 

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

 

WHEREAS, the execution and delivery of this SupplementalIndenture have been duly authorized by a resolution adopted by the Board ofDirectors of the Company;

 

Now, THEREFORE, THIS INDENTURE WITNESSETH:

 

Louisville Gas and Electric Company, in consideration of the premises andof one dollar

 

11

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to it duly paid by the Trustee at or before theensealing and delivery of these presents, the receipt whereof is herebyacknowledged, and other good and valuable considerations, does hereby covenantand agree to and with BNY Midwest Trust Company, as Trustee, and its successorsin the trust under the Indenture for the benefit of those who hold or shallhold the bonds issued or to be issued thereunder, as follows:

 

# **ARTICLE I.**

 

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

 

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

##  

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

 

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

 

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

 

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

 

# **ARTICLE II.**

# ** **

# **PROVISIONS OF BONDS OF POLLUTIONCONTROL SERIES GG**

# ** **

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

##  

The Bonds of Pollution Control Series GG shall be payable, both as toprincipal and interest, at the office of the Trustee in Chicago, Illinois, inlawful money of the United States of America. The maturity of the obligation represented by the Bonds of PollutionControl Series GG is October 1, 2033. The date of maturity of the obligation represented by the Bonds ofPollution Control Series GG is hereinafter referred to as the Final MaturityDate.  The Bonds of Pollution ControlSeries GG shall bear interest from the Initial Interest Accrual Date, ashereinafter defined, at the same rate or rates then and thereafter from time totime borne by the Pollution Control Revenue Bonds.

 

## Section 2.02.          Exceptas provided in the next succeeding paragraph of this Section 2.02, in the eventof a default under Section 9.1 of the Agreement or in the event of a default inthe payment of the principal of, premium, if any, or interest (and such defaultin the payment of

 

13

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## interestcontinues for the full grace period, if any, permitted by the Pollution ControlIndenture and the Pollution Control Revenue Bonds) on the Pollution ControlRevenue 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 GG shall be redeemable in whole upon receiptby the Trustee of a written demand (hereinafter called a “Redemption Demand”)from the Pollution Control Trustee stating that there has been such a default,stating that it is acting pursuant to the authorization granted by Section 9.02(c)of the Pollution Control Indenture, specifying the last date to which intereston the Pollution Control Revenue Bonds has been paid (such date beinghereinafter referred to as the “Initial Interest Accrual Date”) and demandingredemption of the Bonds of Pollution Control Series GG.  The Trustee shall, within 10 days afterreceiving such Redemption Demand, mail a copy thereof to the Company marked toindicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such copy of a RedemptionDemand, the Company shall fix a date on which it will redeem the Bonds ofPollution Control Series GG so demanded to be redeemed (hereinafter called the“Demand Redemption Date”).  Notice ofthe date fixed as the Demand Redemption Date shall be mailed by the Company tothe Trustee at least 30 days prior to such Demand Redemption Date.  The date to be fixed by the Company as andfor the Demand Redemption Date may be any date up to and including the earlier of(i) the 120th day after receipt by the Trustee of the Redemption Demand or (ii)the Final Maturity Date, provided that if the Trustee shall not have receivedsuch notice fixing the Demand Redemption Date within 90 days after receipt byit of the Redemption Demand, the Demand Redemption Date shall be deemed to bethe earlier of (i) the 120th day after receipt by the Trustee of the RedemptionDemand or (ii) the Final Maturity Date. The Trustee shall mail notice of the Demand Redemption Date (such noticebeing hereinafter called the “Demand Redemption Notice”) to the PollutionControl Trustee not more than 10 nor less than five days prior to the DemandRedemption Date.  Notwithstanding theforegoing, if a default to which this paragraph is applicable is existing onthe Final Maturity Date, such date shall be deemed to be the Demand RedemptionDate without further action (including actions specified in this paragraph) bythe Pollution Control Trustee, the Trustee or the Company.  The Bonds of Pollution Control Series GGshall be redeemed by the Company on the Demand Redemption Date, upon surrenderthereof by the Pollution Control Trustee to the Trustee, at a redemption priceequal to the principal amount thereof, plus accrued interest thereon at therate per annum set forth in Section 2.01 hereof, from the Initial InterestAccrual Date to the Demand Redemption Date. If a Redemption Demand is rescinded by the Pollution Control Trustee bywritten notice to the Trustee prior to the Demand Redemption Date, no DemandRedemption Notice shall be given, or, if already given, shall be automaticallyannulled, and interest on the Bonds of Pollution Control Series GG shall ceaseto accrue, 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 Pollution Control Series GG; but nosuch rescission shall extend to or affect any subsequent default or impair anyright consequent thereon.

##  

In the event that all of the bonds outstanding under theIndenture shall have become immediately due and payable, whether by declarationor otherwise, and such acceleration shall not have been annulled, the Bonds ofPollution Control Series GG shall bear interest at the rate

 

14

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per annum set forth in Section 2.01 hereof, from theInterest Accrual Date, as specified in a written notice to the Trustee from thePollution Control Trustee, and the principal of and interest on the Bonds ofPollution Control Series GG from the Initial Interest Accrual Date shall bepayable in accordance with the provisions of the Indenture.

 

Anything herein contained to the contrary notwithstanding, the Trustee isnot authorized to take any action pursuant to a Redemption Demand or a rescissionthereof or a written notice required by this Section 2.02, and such RedemptionDemand, rescission or notice shall be of no force or effect, unless it isexecuted in the name of the Pollution Control Trustee by one of its VicePresidents.

 

## Section 2.03.          Uponpayment of the principal of and premium, if any, and interest on the PollutionControl Revenue Bonds, whether at maturity or prior to maturity by redemptionor otherwise, and the surrender thereof to and cancellation thereof by thePollution Control Trustee (other than any Pollution Control Revenue Bond thatwas cancelled by the Pollution Control Trustee and for which one or more otherPollution Control Revenue Bonds were delivered and authenticated pursuant tothe Pollution Control Indenture in lieu of or in exchange or substitution forsuch cancelled Pollution Control Revenue Bond), or upon provision for thepayment thereof having been made in accordance with the Pollution ControlIndenture, Bonds of Pollution Control Series GG in a principal amount equal tothe principal amount of the Pollution Control Revenue Bonds so surrendered andcancelled or for the provision for which payment has been made shall be deemedfully paid and the obligations of the Company thereunder shall be terminated,and such Bonds of Pollution Control Series GG shall be surrendered by thePollution Control Trustee to the Trustee and shall be cancelled and disposed ofby the Trustee.  From and after theRelease Date (as defined below), the bonds of this Series shall be deemed fullypaid, satisfied and discharged and the obligations of the Company hereunder andthereunder shall be terminated.  TheRelease Date shall be the date that the Bond Insurer (as such term is definedin the Pollution Control Indenture), at the request of the Company, consents tothe release of the bonds of this Series as security for the Pollution ControlRevenue Bonds, provided that in no event shall that date be later than the dateas of which 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, DD, EE and FF) have beenretired through payment, redemption or otherwise (including those bonds “deemedto be redeemed” within the meaning of that term as used in Article X of theOriginal Indenture) at, before or after the maturity thereof.  On the Release Date, the bonds of thisSeries shall be surrendered by the Pollution Control Trustee to the Trusteewhereupon the Bonds of said Series so surrendered shall be cancelled by theTrustee.

##  

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

 

15

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## authenticateand deliver such other registered bonds to such registered holder at its officeor at any other place specified as aforesaid.

##  

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

##  

# **ARTICLE III.**

# ** **

# **MISCELLANEOUS**

# ** **

## Section 3.01.          Therecitals of fact herein and in the bonds (except the Trustee’s Certificate)shall be taken as statements of the Company and shall not be construed as madeor warranted by the Trustee.  TheTrustee makes no representations as to the value of any of the property subjectto the lien of the Indenture, or any part thereof, or as to the title of theCompany thereto, or as to the security afforded thereby and hereby, or as tothe validity of this Supplemental Indenture and the Trustee shall incur noresponsibility in respect of such matters.

##  

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

##  

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

##  

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

###  

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

##  

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

##  

## Section 3.06.          (a)This Supplemental Indenture may be simultaneously executed in severalcounterparts, and all said counterparts executed and delivered, each as anoriginal, shall

 

16

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## constitutebut one and the same instrument.

##  

### (b)           The Table of Contents and the descriptiveheadings of the several Articles of this Supplemental Indenture wereformulated, used and inserted in this Supplemental Indenture for convenienceonly and shall not be deemed to affect the meaning or construction of any ofthe provisions hereof.

 

17

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IN WITNESS WHEREOF, the party of the first part has caused its corporatename and seal to be hereunto affixed and this Supplemental Indenture to besigned by its Treasurer and attested by its Executive Vice President, GeneralCounsel and Corporate Secretary for and in its behalf, and the party of thesecond part to evidence its acceptance of the trust hereby created, has causedthis Supplemental Indenture to be signed by one of its authorized officers for andin its behalf, all done as of the 1st day of October, 2003.

 
|             | LOUISVILLE GAS AND ELECTRIC  COMPANY |
|------------------|--------------------------------------|
|             |                                 |   |
|             |                                 |   |
|             | By:                                  |   |   |
|             |                                 | Daniel  K. Arbough |   |
|             |                                 | *Treasurer* |   |
| (CORPORATE SEAL) |                                 |   |
|             |                                 |   |
| ATTEST:          |                                 |   |   |   |
|             | John  R. McCall                      |   |   |   |
|             | *Executive  Vice President,*         |   |   |   |
|             | *General Counsel  and*               |   |   |   |
|             | *Corporate  Secretary*               |   |   |   |
|             |                                 |   |
|             | BNY MIDWEST TRUST COMPANY            |
|             |                                 |   |
|             |                                 |   |
|             | By:                                  |   |   |
|             | Its:                                 |   |   |
|                  |                                      |  |  |  |  |  |  |  |

 

----

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

 

BE IT REMEMBERED that on this           day of          , 2003, before me,a Notary Public duly commissioned in and for the County and Commonwealthaforesaid, personally appeared DANIEL K. ARBOUGH and JOHN R. MCCALL,respectively, Treasurer and Executive Vice President, General Counsel andCorporate Secretary of Louisville Gas and Electric Company, a corporationorganized and existing under and by virtue of the laws of the Commonwealth ofKentucky, who are personally known to me to be such officers, respectively, andwho are personally known to me to be the same persons who executed as officersthe foregoing instrument of writing, and such persons duly acknowledged beforeme the execution of the foregoing instrument of writing to be their act anddeed and the act and deed of said corporation.

 

WITNESS my hand and notarial seal this          day of                  ,2003.

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

 

----

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

 

BE IT REMEMBERED that on this         day of             ,2003, before me, a Notary Public duly commissioned in and for the County andState aforesaid, personally appeared                     ,                         of BNY Midwest Trust Company, a trust company organized and existing under andby virtue of the laws of the State of Illinois, who is personally known to meto be such officer and who is personally known to me to be the same person whoexecuted as an officer the foregoing instrument of writing, and such personduly acknowledged before me the execution of the foregoing instrument ofwriting to be such officer’s act and deed and the act and deed of saidcorporation.

 

WITNESS my hand and notarial seal this        day of                  ,2003.

 

 
|                              | *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 ofJefferson, State of Kentucky, to wit:

 

**REAL PROPERTY**

 

----