<Page>

                                                                   Exhibit 10.51

                              COAL SUPPLY AGREEMENT

     This is a coal supply agreement (the "Agreement") dated January 1, 2002
between LOUISVILLE GAS AND ELECTRIC COMPANY ("LG&E") and KENTUCKY UTILITIES
COMPANY ("KU"), each a Kentucky corporation, 220 West Main Street, Louisville,
Kentucky 40202 (together "Buyer"), and BLACK BEAUTY COAL COMPANY, an Indiana
corporation, 414 South Fares Avenue, Evansville, Indiana 47702, ("Seller").

     The parties hereto agree as follows:

                                   WITNESSETH:

     WHEREAS, LG&E and KU are electric utility companies which desire to
purchase steam coal; and

     WHEREAS, Buyer and Seller desire to enter into a coal supply agreement
pursuant to which the Seller will supply coal to Buyer under the terms as set
forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and for other good and valuable considerations, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. GENERAL.

     (a) The above recitals are true and correct and comprise a part of this
Agreement.

<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     (b) Seller will sell to Buyer and Buyer will buy from Seller steam coal
under all the terms and conditions of this Agreement. Hereinafter, the term
"Buyer" shall refer to LG&E with regard to the portion of the coal that is
purchased by LG&E, and shall refer to KU with regard to the portion of the coal
that is purchased by KU.

     (c) Each covenant, representation and warranty given by Seller herein is a
material inducement for Buyer to enter into this Agreement.

     SECTION 2. TERM. The term of this Agreement shall commence on January 1,
2002 and shall continue through December 31, 2005, subject to the price review
set forth in section 8.1.

     SECTION 3. QUANTITY.

     Section 3.1 BASE QUANTITY. Subject to the price review set forth in section
8.1, Seller shall sell and deliver, and Buyer shall purchase and accept delivery
of the following annual base quantity of coal ("Base Quantity"):

<Table>
<Caption>
                  YEAR                      BASE QUANTITY (TONS)
                  ----                      --------------------
                  <S>                                <C>
                  2002                                 500,000
                  2003                               1,000,000
                  2004                               1,000,000
                  2005                               1,000,000
</Table>

                                        2
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

The Base Quantity will be delivered in approximately equal monthly quantities as
adjusted during the year to reflect outages.

     SECTION 4. SOURCE.

     Section 4.1 SOURCE. The coal sold hereunder shall be supplied primarily
from geological seam Indiana #6 and #5, from Seller's Somerville North and
Central Mines, Gibson County, Indiana (the "Coal Property").

     Section 4.2 ASSURANCE OF OPERATION AND RESERVES. Seller represents and
warrants that the Coal Property contains economically recoverable coal of a
quality and in quantities which will be sufficient to satisfy all the
requirements of this Agreement. Seller agrees and warrants that it will have at
the Coal Property adequate machinery, equipment and other facilities to produce,
prepare and deliver coal in the quantity and of the quality required by this
Agreement. Seller further agrees to operate and maintain such machinery,
equipment and facilities in accordance with good mining practices so as to
efficiently and economically produce, prepare and deliver such coal.

     Section 4.3 NON-DIVERSION OF COAL. Seller agrees and warrants that it will
not, without Buyer's express prior written consent, use or sell coal from the
Coal Property in a way that will reduce the economically recoverable balance of
coal in the Coal Property to an amount less than that required to be supplied to
Buyer hereunder.

     Section 4.4 SELLER'S PREPARATION OF MINING PLAN. Seller shall have prepared
a complete mining plan for the Coal Property with adequate supporting data to
demonstrate Seller's capability to

                                       3
<Page>
                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

have coal produced from the Coal Property which meets the quantity and quality
specifications of this Agreement. Seller shall, upon Buyer's request during Coal
Property Inspections, if any (made pursuant to section 19), provide information
to Buyer of such mining plan which shall contain maps and a narrative depicting
areas and seams of coal to be mined and shall include (but not be limited to)
the following information: (i) reserves from which the coal will be produced
during the term hereof and the mining sequence, by year (or such other time
intervals as mutually agreed) during the term of this Agreement, from which coal
will be mined; (ii) methods of mining such coal; (iii) methods of transporting
and, in the event a preparation plant is utilized by Seller, the methods of
washing coal to insure compliance with the quantity and quality requirements of
this Agreement including a description and flow sheet of the preparation plant;
(iv) quality data plotted on the maps depicting data points and isolines by ash,
sulfur, and Btu; (v) quality control plans including sampling and analysis
procedures to insure individual shipments meet quality specifications; and (vi)
Seller's aggregate commitments to others to sell coal from the Coal Property
during the term of this Agreement.

    Buyer's receipt of information or data furnished by Seller (the "Mining
Information") shall not in any manner or way relieve Seller of any of Seller's
obligations or responsibilities under this Agreement; nor shall such review be
construed as constituting an approval of Seller's proposed mining plan as
prudent mining practices, such review by Buyer being limited solely to a
determination, for Buyer's purposes only, of Seller's capability to supply coal
to fulfill Buyer's requirements of a dependable coal supply.

                                       4
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Section 4.5 SUBSTITUTE COAL. Notwithstanding the above representations and
warranties, in the event that Seller is unable to produce or obtain coal from
the Coal Property in the quantity and of the quality required by this Agreement,
and such inability is not caused by a force majeure event as defined in section
10, then Buyer will have the option of requiring that Seller supply substitute
coal from other facilities and mines. Seller shall also have the right to supply
substitute coal from other facilities and mines or from third parties after
having received Buyer's prior written consent (which shall not be unreasonably
withheld). Such substitute coal shall be provided under all the terms and
conditions of this Agreement including, but not limited to, the quantity
provisions of section 3.1, the price provisions of section 8, the quality
specifications of section 6.1, and the provisions of section 5 concerning
reimbursement to Buyer for increased transportation costs. Seller's delivery of
coal not produced from the Coal Property without having received the express
written consent of Buyer shall constitute a material breach of this Agreement.

     SECTION 5. DELIVERY.

     Section 5.1 BARGE DELIVERY. The coal shall be delivered to Buyer F.O.B.
barge at the following points (the "Delivery Point"), the Evansville Terminal
Dock, at mile point 784.0 on the Ohio River or the Yankeetown Dock, at mile
point 772.5 on the Ohio River. Seller may deliver the coal at a location
different from the Delivery Point, provided, however, that Seller shall
reimburse Buyer for any resulting increases in the cost of transporting the coal
to Buyer's generating stations. Buyer shall retain any resulting savings in such
transportation costs.

                                       5
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Title to and risk of loss of coal sold will pass to Buyer and the coal will
be considered to be delivered when barges containing the coal are disengaged by
Buyer's barging contractor from the loading dock. Buyer or its contractor shall
furnish suitable barges in accordance with a delivery schedule provided by Buyer
to Seller. Seller shall arrange and pay for all costs of transporting the coal
from the mines to the Delivery Point and loading and trimming the coal into
barges to the proper draft and the proper distribution within the barges. Buyer
shall arrange for transporting the coal by barge from the Delivery Point to its
generating station(s) and shall pay for the cost of such transportation. For
delays caused by Seller in meeting the scheduling of shipments with Buyer's
barging contractor, Seller shall be responsible for any demurrage or other
penalties assessed by said barging contractor (or assessed by Buyer) which
accrue at the Delivery Point, including the demurrage, penalties for loading
less than the minimum of 1,500 tons per barge, or other penalties assessed for
barges not loaded in conformity with applicable requirements. Buyer shall be
responsible to deliver barges in as clean and dry condition as practicable.
Seller shall require of the loading dock operator that the barges and towboats
provided by Buyer or Buyer's barging contractor be provided convenient and safe
berth free of wharfage, dockage and port charges; that while the barges are in
the care and custody of the loading dock, all U.S. Coast Guard regulations and
other applicable laws, ordinances, rulings, and regulations shall be complied
with, including adequate mooring and display of warning lights; that any water
in the cargo boxes of the barges be pumped out by the loading dock operator
prior to loading; that the loading operations be performed in a workmanlike
manner and

                                        6
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

in accordance with the reasonable loading requirements of Buyer and Buyer's
barging contractor; and that the loading dock operator carry landing owner's
insurance with basic coverage of not less than $300,000, and total of basic
coverage and excess liability coverage of not less than $1,000,000, and provide
evidence thereof to Buyer in the form of a certificate of insurance from the
insurance carrier or an acceptable certificate of self-insurance with
requirement for 30 days advance notification of Buyer in the event of
termination of or material reduction in coverage under the insurance.

     Section 5.2 RAIL DELIVERY. The coal shall be delivered to Buyer F.O.B.
railcar at the rail loading facility at Somerville North and/or Central rail
loadouts the ("Delivery Point"), near Oakland City, Indiana, on the Indiana
Southern railroad. Seller may deliver the coal at a location different from the
Delivery Point, provided, however, that Seller shall reimburse Buyer for any
resulting increases in the cost of transporting the coal to Buyer's generating
stations. Any resulting savings in such transportation costs shall be retained
by Buyer.

     Title to and risk of coal sold will pass to Buyer and the coal will be
considered to be delivered when it is loaded into railcars at the rail loading
facility. Buyer or its contractor shall furnish suitable railcars in accordance
with a delivery schedule provided by Buyer to Seller. Seller shall be
responsible for and pay the cost of repairs for any damages caused by Seller to
railcars owned or leased by Buyer while such railcars are in Seller's control or
custody. Seller shall comply with the applicable provisions of Buyer's rail
tariff.

                                        7
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Section 5.2.1 FREEZE CONDITIONING. At Buyer's request, Seller shall treat
(or have treated) any shipment of coal hereunder with a freeze conditioning
agent approved by Buyer in order to maintain coal handling characteristics
during shipment. If requested by Buyer, Seller shall also treat (or have
treated) any railcars specified by Buyer with a side release agent approved by
Buyer. The price for such requested chemical treatment shall be an amount equal
to Seller's cost of materials applied on a per gallon basis for each application
of freeze conditioning agent or side release agent, as the case may be. Seller
shall invoice Buyer for all such treatment which occurred in a calendar month by
the fifteenth of the following month; and payment shall be mailed by the
twenty-fifth of such following month or within ten days after receipt of
Seller's invoice, whichever is later.

     SECTION 6. QUALITY.

     Section 6.1 SPECIFICATIONS.

     (a) The coal delivered hereunder shall conform to the following
specifications on an "as received" basis:

<Table>
<Caption>
                                  GUARANTEED MONTHLY          REJECTION LIMITS
     SPECIFICATIONS               WEIGHTED AVERAGE(1)         (PER SHIPMENT)
     --------------               --------------------        ----------------
     <S>                              <C>                     <C>
     B.T.U./lb.                       min. 11,000             <   10,700
                                           -------                -------

     CHLORINE                         max.   0.03             >     0.04
                                           -------                -------
     FLUORINE                         max.   0.005            >     0.006
                                           -------                -------
     NITROGEN                         max.   1.40             >     1.50
                                           -------                -------
</Table>

                                        8
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

<Table>
     <S>                              <C>                   <C>
     ASH/SULFUR RATIO                 min. 2.70:1           <  2.40:1
                                           ------              -------
     SIZE (3" x 0"):
           Top size (inches)**        max. 3x0              >     3x0
                                           ------              -------
           Fines (% by wgt)
           Passing 1/4" screen        max.  40              >      50
                                           ------              -------

     % BY WEIGHT:
     VOLATILE                         min.  32              <      30
                                           ------              -------
     FIXED CARBON                     min.  40              <      38
                                           ------              -------
     GRINDABILITY (HGI)               min.  50              <      48
                                           ------              -------

     BASE ACID RATIO (B/A)                 .55              >      .60
                                           ------              -------

     SLAGGING FACTOR***               max. 2.40             >     2.60
                                           ------              -------
     FOULING FACTOR****               max.  .35             >      .40
                                           ------              -------

     ASH FUSION TEMPERATURE (DEGREE F) (ASTM D1857)

     REDUCING ATMOSPHERE
     Initial Deformation              min. 2000           min. 1925
                                           ----                -----
     Softening (H=W)                  min. 2025           min. 1990
                                           ----                -----
     Softening (H=1/2W)               min. 2050           min. 2025
                                           ----                -----
     Fluid                            min. 2125           min. 2100
                                           ----                -----

     OXIDIZING ATMOSPHERE
     Initial Deformation              min. ________       min. ________
     Softening (H=W)                  min. ________       min. ________
     Softening (H=1/2W)               min. ________       min. ________
     Fluid                            min. ________       min. ________
</Table>

     (1)  An actual Monthly Weighted Average will be calculated for each
          specification for coal delivered to the Louisville Gas and Electric
          generating stations and a separate actual Monthly Weighted Average
          will be calculated for each specification for coal delivered to the
          Kentucky Utility generating stations.

                                        9
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                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     **   All the coal will be of such size that it will pass through a screen
          having circular perforations three (3) inches in diameter, but shall
          not contain more than fifty per cent (50%) by weight of coal that will
          pass through a screen having circular perforations one-quarter (1/4)
          of an inch in diameter.

     ***  Slagging Factor (R(s))=(B/A) X (Percent Sulfur by Weight(Dry))

     **** Fouling Factor (R(f))=(B/A) X (Percent Na2O by Weight(Dry))

     The Base Acid Ratio (B/A) is herein defined as:
     BASE ACID RATIO (B/A) =     (Fe(2)O(3) + CaO + MgO + Na(2)O + K(2)O)
                                                 DIVIDED BY
                                     (SiO(2)  +  A1(2)O(3)  +  TiO(2))

     Note: As used herein     >   means greater than:
                              <   means less than.

     (b) In addition to the specifications set forth in section 6.1(a), the coal
     delivered hereunder designated as Quality 1 shall conform on an "as
     received" basis to the following specifications:

<Table>
<Caption>
                                    QUALITY 1 (1)
                                    -------------

                                  GUARANTEED MONTHLY          REJECTION LIMITS
     SPECIFICATIONS               WEIGHTED AVERAGE(2)         (PER SHIPMENT)
     --------------               --------------------        ----------------
     <S>                          <C>                         <C>
     lbs./MMB.T.U.

     Ash                          max. 10.50                  >   11.10
                                       -----                      -----
     Moisture                     max. 13.0                   >   14.10
                                       -----                      -----
     Sulfur                       max. 3.125                  >   3.250
                                       -----                      -----
</Table>

     (1)  During any calendar year during the term of this Agreement, Buyer can
          specify no more than fifty percent (50%) of the base quantity tons for
          that calendar year as Quality 1.

                                       10
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

          Buyer will specify the qualities (Quality 1, Quality 2, and/or Quality
          3) and the required base quantity tons for each different quality,
          that is to be delivered during a calendar year, no later than sixty
          days prior to the start of that calendar year.

     (2)  An actual Monthly Weighted Average will be calculated for each
          specification for coal delivered to the Louisville Gas and Electric
          generating stations and a separate actual Monthly Weighted Average
          will be calculated for each specification for coal delivered to the
          Kentucky Utility generating stations.

     (c) In addition to the specifications set forth in section 6.1(a), the coal
     delivered hereunder designated as Quality 2 shall conform on an "as
     received" basis to the following specifications:

<Table>
<Caption>
                                    QUALITY 2 (1)
                                    -------------

                                  GUARANTEED MONTHLY          REJECTION LIMITS
     SPECIFICATIONS               WEIGHTED AVERAGE(2)         (PER SHIPMENT)
     --------------               --------------------        ----------------
     <S>                          <C>                         <C>
     lbs./MMB.T.U.

     Ash                          max. 10.70                  >  11.50
                                       -----                      -----
     Moisture                     max. 12.50                  >  13.45
                                       -----                      -----
     Sulfur                       max.  3.30                  >   3.50
                                       -----                      -----
</Table>

     (1)  Buyer will specify the qualities (Quality 1, Quality 2, and/or Quality
          3) and the required base quantity tons for each different quality,
          that is to be delivered during a calendar year, no later than sixty
          days prior to the start of that calendar year.

                                       11
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     (2)  An actual Monthly Weighted Average will be calculated for each
          specification for coal delivered to the Louisville Gas and Electric
          generating stations and a separate actual Monthly Weighted Average
          will be calculated for each specification for coal delivered to the
          Kentucky Utility generating stations.

     (d) In addition to the specifications set forth in SECTION 6.1(a), the coal
     delivered hereunder designated as Quality 3 shall conform on an "as
     received" basis to the following specifications:

<Table>
<Caption>
                                    QUALITY 3 (1)
                                    -------------

                                  GUARANTEED MONTHLY          REJECTION LIMITS
     SPECIFICATIONS               WEIGHTED AVERAGE (2)        (PER SHIPMENT)
     --------------               --------------------        ----------------
     <S>                          <C>                         <C>
     LBS./MMB.T.U.

     Ash                          max. 11.50                  >  12.50
                                       -----                     -----
     Moisture                     max. 12.50                  >  13.45
                                       -----                     -----
     Sulfur                       max.  3.75                  >   3.90
                                       -----                     -----
</Table>

     (1)  Buyer will specify the qualities (Quality 1, Quality 2, and/or Quality
          3) and the required base quantity tons for each different quality,
          that is to be delivered during a calendar year, no later than sixty
          days prior to the start of that calendar year.

     (2)  An actual Monthly Weighted Average will be calculated for each
          specification for coal delivered to the Louisville Gas and Electric
          generating stations and a separate actual Monthly Weighted Average
          will be calculated for each specification for coal delivered to the
          Kentucky Utility generating stations.

                                       12
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Section 6.2 DEFINITION OF "SHIPMENT". As used herein, a "shipment" shall
mean one barge load, a barge lot load, or one unit trainload, in accordance with
Buyer's sampling and analyzing practices.

     Section 6.3 REJECTION. Buyer has the right, but not the obligation, to
reject any shipment which fail(s) to conform to any of the Rejection Limits set
forth in section 6.1 or contains extraneous materials. Buyer must reject such
coal within seventy-two (72) hours of receipt of the coal analysis provided for
in section 7.2 or such right to reject is waived. In the event Buyer rejects
such non-conforming coal, title to and risk of loss of the coal shall be
considered to have never passed to Buyer and Buyer shall return the coal to
Seller or, at Seller's request, divert such coal to Seller's designee, all at
Seller's cost and risk. Seller shall replace the rejected coal within five (5)
working days from notice of rejection with coal conforming to the Rejection
Limits set forth in section 6.1. If Seller fails to replace the rejected coal
within such five (5) working day period or the replacement coal is rightfully
rejected, Buyer may purchase coal from another source in order to replace the
rejected coal. Seller shall reimburse Buyer for (i) any amount by which the
actual price plus transportation costs to Buyer of such coal purchased from
another source exceed the price of such coal under this Agreement plus
transportation costs to Buyer from the Delivery Point; and (ii) any and all
transportation, storage, handling, or other expenses that have been incurred by
Buyer for rightfully rejected coal. This remedy is in addition to all of Buyer's
other remedies under this Agreement and under applicable law and in equity for
Seller's breach.

                                       13
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     If Buyer fails to reject a shipment of non-conforming coal which it had the
right to reject for failure to meet any or all of the Rejection Limits set forth
in section 6.1 or because such shipment contained extraneous materials, then
such non-conforming coal shall be deemed accepted by Buyer; however, the
quantity Seller is obligated to sell to Buyer under the Agreement may or may not
be reduced by the amount of each such non-conforming shipment at Buyer's sole
option and the shipment shall nevertheless be considered "rejectable" under
section 6.4. Further, for shipments containing extraneous materials, which
include, but are not limited to, slate, rock, wood, corn husks, mining
materials, metal, steel, etc., the estimated weight of such materials shall be
deducted from the weight of that shipment.

     Section 6.4 SUSPENSION AND TERMINATION.

     If the coal sold hereunder fails to meet one or more of the Guaranteed
Monthly Weighted Averages set forth in section 6.1 (as to either or both of LG&E
or KU) for any two (2) months in a six (6) month period, or if nine (9) barge
shipments in a 30 day period are rejectable by Buyer, or if Buyer receives at
generating station(s) two (2) rail shipments which are rejectable in any 30 day
period, then Buyer may upon notice confirmed in writing and sent to Seller by
certified mail, suspend future shipments except shipments already loaded into
barges. Seller shall, within 10 days, provide Buyer with reasonable assurances
that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed
Monthly Weighted Averages set forth in section 6.1. If Seller fails to provide
such assurances within said 10 day period, Buyer may terminate this Agreement by
giving written notice of such termination at the end of the 10 day period. A
waiver of this right

                                       14
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

for any one period by Buyer shall not constitute a waiver for subsequent
periods. If Seller provides such assurances to Buyer's reasonable satisfaction,
shipments hereunder shall resume and any tonnage deficiencies resulting from
suspension may be made up at Buyer's sole option. Buyer shall not unreasonably
withhold its acceptance of Seller's assurances, or delay the resumption of
shipment. If Seller, after providing such assurances, fails to meet any of the
Guaranteed Monthly Weighted Averages (as to either LG&E or KU) for any one (1)
month within the next six (6) months or if three (3) barge shipments or one (1)
rail shipment are rejectable within any one (1) month during such six (6) month
period, then Buyer may terminate this Agreement and exercise all its other
rights and remedies under applicable law and in equity for Seller's breach.

     Section 6.5 IMPLIED WARRANTIES. Except as expressly set forth herein in
section 6, Seller makes no other warranties and expressly disclaims any other
warranty, of any kind, including those of merchantability and fitness, there
being no warranties which extend beyond those expressly set forth herein.

     SECTION 7. WEIGHTS, SAMPLING AND ANALYSIS.

     Section 7.1 WEIGHTS. The weight of the coal delivered hereunder shall be
determined on a per shipment basis by Buyer on the basis of scale weights at the
generating station(s) unless another method is mutually agreed upon by the
parties. Such scales shall be duly reviewed by an appropriate testing agency and
maintained in an accurate condition. Seller shall have the right, at

                                       15
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

Seller's expense and upon reasonable notice, to have the scales checked for
accuracy at any reasonable time or frequency. If the scales are found to be over
or under the tolerance range allowable for the scale based on industry accepted
standards, either party shall pay to the other any amounts owed due to such
inaccuracy for a period not to exceed thirty (30) days before the time any
inaccuracy of scales is determined.

     Section 7.2 SAMPLING AND ANALYSIS. The Seller has sole responsibility for
quality control of the coal and shall forward its as loaded quality to the Buyer
as soon as possible. The sampling and analysis of the coal delivered hereunder
shall be performed by Buyer and the results thereof shall be accepted and used
for the quality and characteristics of the coal delivered under this Agreement.
All analyses shall be made in Buyer's laboratory at Buyer's expense in
accordance with Buyer's approved methods. Samples for analyses shall be taken by
Buyer's approved procedures of sampling, may be composited and shall be taken
with a frequency and regularity sufficient to provide reasonably accurate
representative samples of the deliveries made hereunder. Seller represents that
it is familiar with Buyer's sampling and analysis practices, and finds them to
be acceptable. Buyer shall notify Seller in writing of any significant changes
in Buyer's sampling and analysis practices. Any such changes in Buyer's sampling
and analysis practices shall provide for no less accuracy than the sampling and
analysis practices existing at the time of the execution of this Agreement,
unless the parties otherwise mutually agree.

     Each sample taken by Buyer shall be divided into 4 parts and put into
airtight containers, properly labeled and sealed. One part shall be used for
analysis by Buyer; one part shall be used

                                       16
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

by Buyer as a check sample, if Buyer in its sole judgment determines it is
necessary; one part shall be retained by Buyer (LG&E) until the 25th of the
month following the month of unloading (the "Disposal Date") or Buyer (KU) until
thirty (30) days ("Disposal Date") after the sample is taken, and shall be
delivered to Seller for analysis if Seller so requests before the Disposal Date;
and one part ("Referee Sample") shall be retained by Buyer until the Disposal
Date. Seller shall be given copies of all analyses made by Buyer by the 12th
business day of the month following the month of unloading, in addition, Buyer
(KU) will send weekly analyses of coal unloadings to Seller. Seller, on
reasonable notice to Buyer shall have the right to have a representative present
to observe the sampling and analyses performed by Buyer. Unless Seller requests
a Referee Sample analysis before the Disposal Date, Buyer's analysis shall be
used to determine the quality of the coal delivered hereunder. The Monthly
Weighted Averages shall be determined by utilizing the individual shipment
analyses.

     If any dispute arises before the Disposal Date, the Referee Sample retained
by Buyer shall be submitted for analysis to an independent commercial testing
laboratory ("Independent Lab") mutually chosen by Buyer and Seller. All testing
of any such sample by the Independent Lab shall be at requestor's expense unless
the results differ by more than the applicable ASTM reproducibility standards,
in such case, Buyer will pay for testing. If the Independent Lab results differ
by more than the applicable ASTM reproducibility standards, the Independent Lab
results will govern. The cost of the analysis made by the Independent Lab shall
be borne by Seller to the

                                       17
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

extent that Buyer's analysis prevails and by Buyer to the extent that the
analysis of the Independent Lab prevails.

     SECTION 8. PRICE.

     Section 8.1 BASE PRICE. The base price ("Base Price") of the coal to be
sold hereunder will be firm and will be determined by the year in which the coal
is delivered as defined in section 5 in accordance with the following schedule:

<Table>
<Caption>

                             BASE PRICE - QUALITY 1
                             ----------------------

          YEAR                    ($ PER MMBTU)              ($ PER TON)
          ----                    -------------               ----------
          <S>                     <C>                         <C>
          2002                    0.9591 F.O.B. Rail          $21.10
                                  1.141  F.O.B. Barge         $25.10
          2003                    0.9591 F.O.B. Rail          $21.10
                                  1.141  F.O.B. Barge         $25.10
          2004                           *                       *
          2005                           *                       *

<Caption>
                             BASE PRICE - QUALITY 2
                             ----------------------

          YEAR                    ($ PER MMBTU)              ($ PER TON)
          ----                    -------------               ----------
          <S>                     <C>                         <C>
          2002                    1.091 F.O.B. Barge          $24.00
          2003                    1.091 F.O.B. Barge          $24.00
          2004                           *                       *
          2005                           *                       *
</Table>

                                       18
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

<Table>
<Caption>
                              BASE PRICE - QUALITY 3
                              ----------------------

          YEAR                    ($ PER MMBTU)              ($ PER TON)
          ----                     -------------              ----------
          <S>                     <C>                         <C>
          2002                    1.0682 F.O.B. Barge         $23.50
          2003                    1.0682 F.O.B. Barge         $23.50
          2004                           *                       *
          2005                           *                       *
</Table>

     *    Buyer and Seller will begin price negotiations on or before July 1,
          2003 for prices to be effective during the years 2004 and 2005. The
          parties then shall attempt to negotiate on new prices and/or other
          terms and conditions between July 1, 2003 and October 1, 2003. If the
          parties do not reach an agreement by October 1, 2003, then this
          Agreement will terminate as of December 31, 2003 without liability due
          to such termination for either party, and the parties shall have no
          further obligations hereunder except those incurred prior to the date
          of termination. This clause shall not be interpreted as a Right of
          First Refusal or exclusive supply agreement.

     Section 8.2 QUALITY PRICE DISCOUNTS.

     (a) The Base Price is based on coal meeting or exceeding the Guaranteed
Monthly Weighted Average specifications for the Louisville Gas and Electric
generating stations and the Kentucky Utility generating stations, as set forth
in section 6.1. Quality price discounts shall be applied for each specification,
separately for the Louisville Gas and Electric generating stations and for the
Kentucky Utility generating stations, to reflect failures to meet the Guaranteed
Monthly Weighted Averages set forth in section 6.1, as determined pursuant to
section 7.2, subject to the provisions set forth below. The discount values used
are as follows:

                                       19
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

                             MONTHLY DISCOUNT VALUES
                             -----------------------

                             BTU/LB.   $ 0.2604/MMBTU

                             ASH       $ 0.0083/LB/MMBTU

                             MOISTURE  $ 0.0016/LB/MMBTU

                             SULFUR    $ 0.1232/LB/MMBTU

     (b) Notwithstanding the foregoing, for each specification, there shall be
no discount if the actual Monthly Weighted Average meets the applicable Discount
Point set forth below. Actual Monthly Weighted Averages will be separately
calculated for the Louisville Gas and Electric generating stations and for the
Kentucky Utility generating stations. However, if the actual Monthly Weighted
Average for the Louisville Gas and Electric generating stations and/or the
Kentucky Utility generating stations fail to meet such applicable Discount
Point, then the discount shall apply to and shall be calculated on the basis of
the difference between the actual Monthly Weighted Average and the Guaranteed
Monthly Weighted Average pursuant to the methodology shown in Exhibit A attached
hereto. The discount will be applied only to the particular company whose actual
Monthly Weighted Average failed to meet the Discount Points.

<Table>
<Caption>
                                 QUALITY 1
                                 ---------

                    GUARANTEED MONTHLY WEIGHTED AVERAGE     DISCOUNT POINT
                    ------------------------------------    --------------
     <S>                          <C>                       <C>
     BTU                          Min. 11,000 BTU/LB        10,850 BTU/LB
     ASH                          Max. 10.50 LB/MMBTU       10.80 LB/MMBTU
</Table>

                                       20
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

<Table>
     <S>                          <C>                         <C>
     MOISTURE                     Max.     13.00 LB/MMBTU     13.50 LB/MMBTU
     SULFUR                       Max.      3.125 LB/MMBTU     3.18 LB/MMBTU

<Caption>
                                QUALITY 2
                                ---------

                    GUARANTEED MONTHLY WEIGHTED AVERAGE       DISCOUNT POINT
                    ----------------------------------        --------------
     <S>                          <C>                        <C>
     BTU                          Min.   11,000 BTU/LB        10,850 BTU/LB
     ASH                          Max.   10.70 LB/MMBTU       11.10 LB/MMBTU
     MOISTURE                     Max.   12.50 LB/MMBTU      12.95 LB/MMBTU
     SULFUR                       Max.   3.30 LB/MMBTU        3.40 LB/MMBTU

<Caption>
                                  QUALITY 3
                                  ---------

                    GUARANTEED MONTHLY WEIGHTED AVERAGE       DISCOUNT POINT
                     -----------------------------------      --------------
     <S>                        <C>                          <C>
     BTU                        Min.    11,000 BTU/LB         10,850 BTU/LB
     ASH                        Max.    11.50 LB/MMBTU        12.00 LB/MMBTU
     MOISTURE                   Max.    12.50 LB/MMBTU       12.95 LB/MMBTU
     SULFUR                     Max.    3.75 LB/MMBTU         3.82 LB/MMBTU
</Table>

     For example, if the actual Monthly Weighted Average of ash for Quality 1 is
10.90 lb/MMBTU, then the applicable discount would be (10.90 lb. - 10.50 lb.) X
$.0083/lb/MMBTU = $.00330/MMBTU.

                                       21
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Section 8.3 PAYMENT CALCULATION Exhibit A attached hereto shows the
methodology for calculating the coal payment and quality price discounts for the
month Seller's coal was unloaded by Buyer. If there are any such discounts,
Buyer shall apply credit to amounts owed Seller for the month the coal was
unloaded.

     SECTION 9. INVOICES, BILLING AND PAYMENT.

     Section 9.1 INVOICING: Two separate invoices will be sent to Buyer. The
invoice for Louisville Gas and Electric will be sent to the following address:

                 Louisville Gas and Electric Company
                 220 West Main Street
                 Louisville, KY  40202
                 Attention: Manager - LG&E/KU Fuels

The invoice for Kentucky Utilities will be sent to the following address:

                 Kentucky Utilities Company
                 220 West Main Street
                 Louisville, KY  40202
                 Attention: Manager - LG&E/KU Fuels

     Section 9.2 INVOICE PROCEDURES FOR COAL SHIPMENTS. Seller shall provide
Buyer two separate invoices, one for Louisville Gas and Electric and one for
Kentucky Utilities. Seller shall invoice Buyer at the Base Price, minus any
quality price discounts, for all coal unloaded in a calendar month by the
fifteenth (15th) of the following month.

     SECTION  9.3  PAYMENT PROCEDURES FOR COAL SHIPMENTS.

                                       22
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     For all coal delivered pursuant to SECTION 5 hereof, and unloaded at the
Buyer's generating station(s) between the first (1st) and fifteenth (15th) days
of any calendar month. Buyer shall make preliminary payment for seventy-five
percent (75%) of the amount owed for the coal (based on the assumption that the
coal will meet all guaranteed monthly quality parameters) by the twenty-fifth
(25th) day of such month of delivery and unloading, except that, if the 25th is
not a regular work day, payment shall be made on the next regular work day. For
all coal delivered, as defined in section 5 hereof, and unloaded at the Buyer's
generating station(s) between the sixteenth (16th) and the last day of any
calendar month. Buyer shall make preliminary payment for seventy-five percent
(75%) of the delivered and unloaded coal by the tenth (10th) day of the month
following the month of delivery, except that, if the 10th is not a regular work
day, payment shall be made on the next regular work day.

     Preliminary payment shall be in the amount of seventy-five percent (75%) of
the then current price on a dollar per ton basis as calculated by the guaranteed
monthly weighted average BTU/lb. and the then current Base Price in cents per
MMBTU.

     A reconciliation of amounts paid and amounts owed shall occur by the
twenty-fifth (25th) day of the month following the month of delivery and
unloading. (For example, Buyer will make one initial payment by September 25 for
seventy-five percent of coal delivered and unloaded September 1 through 15, and
another initial payment by October 10 for seventy-five percent of coal delivered
and unloaded September 16 through 30. A reconciliation will occur by October 25
for all deliveries and unloadings made in September.) The reconciliation shall
be made as

                                       23
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

follows: Seller shall invoice Buyer on or before the 15th day of the month
following the month of delivery and unloading. The amount due for all coal
(based on the Base Price minus any Quality Price Discounts) delivered and
unloaded and accepted by Buyer during any calendar month shall be calculated and
compared to the sum of the preliminary payments made for coal delivered and
unloaded and accepted during such month. The difference shall be paid by or paid
to Seller, as applicable, by the twenty-fifth (25th) day of the month following
the month of delivery and unloading, except, that, if the 25th is not a regular
work day, payment shall be made in the next regular work day. Buyer
electronically transfer funds to Seller's Account:

                 Black Beauty Coal Company
                 PNC Bank
                 Account No. 10075719
                 ABA No. 043000096

     Section 9.4 WITHHOLDING. Buyer shall have the right to withhold from
payment of any billing or billings (i) any sums which it is not able in good
faith to verify or which it otherwise in good faith disputes, (ii) any damages
resulting from or likely to result from any breach of this Agreement by Seller,
and (iii) any amounts owed to Buyer from Seller. Buyer shall notify Seller
promptly in writing of any such issue, stating the basis of its claim and the
amount it intends to withhold.

                                       24
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Payment by Buyer, whether knowing or inadvertent, of any amount in dispute
shall not be deemed a waiver of any claims or rights by Buyer with respect to
any disputed amounts or payments made.

     SECTION 10. FORCE MAJEURE.

     Section 10.1 GENERAL FORCE MAJEURE. If either party hereto is delayed in or
prevented from performing any of its obligations or from utilizing the coal sold
under this Agreement due to acts of God, war, riots, civil insurrection, acts of
the public enemy, strikes, labor disputes, lockouts, fires, explosions, floods
or earthquakes, other severe weather conditions, damage to or breakdown of
facilities, plant or equipment or other causes (whether of a similar or
dissimilar nature), which are beyond the reasonable control and without the
fault or negligence of the party affected thereby, then the obligations of both
parties hereto shall be suspended to the extent made necessary by such event;
provided that the affected party gives written notice to the other party as
early as practicable of the nature and probable duration of the force majeure
event. The party declaring force majeure shall exercise due diligence to avoid
and shorten the force majeure event and will keep the other party advised as to
the continuance of the force majeure event.

     During any period in which Seller's ability to perform hereunder is
affected by a force majeure event, Seller shall not deliver any coal to any
other buyers to whom Seller's ability to supply is similarly affected by such
force majeure event unless contractually committed to do so at the beginning of
the force majeure event; and further shall deliver to Buyer under this

                                       25
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

Agreement at least a pro rata portion (on a per ton basis) of its total
contractual commitments to all its buyers to whom Seller's ability to supply is
similarly affected by such force majeure event in place at the beginning of the
force majeure event. An event which affects the Seller's ability to produce or
obtain coal from a mine other than the Coal Property will not be considered a
force majeure event hereunder.

     Tonnage deficiencies resulting from a force majeure event shall be made up
at Buyer's sole option on a mutually agreed upon schedule.

     Section 10.2 ENVIRONMENTAL LAW FORCE MAJEURE. The parties recognize that,
during the continuance of this Agreement, legislative or regulatory bodies or
the courts may adopt or reinterpret environmental laws, regulations, policies
and/or restrictions which will make it impossible or commercially impracticable
for Buyer to utilize this or like kind and quality coal which thereafter would
be delivered hereunder. If as a result of the adoption or reinterpretation of
such laws, regulations, policies, or restrictions, or change in the
interpretation or enforcement thereof, Buyer decides that it will be impossible
or commercially impracticable (uneconomical) for Buyer to utilize such coal,
Buyer shall so notify Seller, and thereupon Buyer and Seller shall promptly
consider whether corrective actions can be taken in the mining and preparation
of the coal at Seller's mine and/or in the handling and utilization of the coal
at Buyer's generating station; and if in Buyer's sole judgment such actions will
not, without unreasonable expense to Buyer, make it possible and commercially
practicable for Buyer to so utilize coal which thereafter would be delivered
hereunder without violating any applicable law, regulation, policy

                                       26
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

or order, Buyer shall have the right, upon the later of 60 days notice to Seller
or the effective date of such restriction, to terminate this Agreement without
further obligation hereunder on the part of either party.

     SECTION 11. CHANGES. Buyer may, by mutual agreement with Seller, at any
time by written notice pursuant to section 12 of this Agreement, make changes
within the general scope of this Agreement in any one or more of the following:
quality of coal or coal specifications, quantity of coal, method or time of
shipments, place of delivery (including transfer of title and risk of loss),
method(s) of weighing, sampling or analysis and such other provision as may
affect the suitability and amount of coal for Buyer's generating stations.

     If any such changes makes necessary or appropriate an increase or decrease
in the then current price per ton of coal, or in any other provision of this
Agreement, an equitable adjustment shall be made in: price, whether current or
future or both, and/or in such other provisions of this Agreement as are
affected directly or indirectly by such change, and the Agreement shall
thereupon be modified in writing accordingly.

     Any claim by the Seller for adjustment under this section 11 shall be
asserted within thirty (30) days after the date of Seller's receipt of the
written notice of change, it being understood, however that Seller shall not be
obligated to proceed under this Agreement as changed until an equitable
adjustment has been agreed upon. The parties agree to negotiate promptly and in
good faith to agree upon the nature and extent of any equitable adjustment.

                                       27
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     SECTION 12. NOTICES.

     Section 12.1 FORM AND PLACE OF NOTICE. Any official notice, request for
approval or other document required to be given under this Agreement shall be in
writing, unless otherwise provided herein, and shall be deemed to have been
sufficiently given when delivered in person, transmitted by facsimile or other
electronic media, delivered to an established mail service for same day or
overnight delivery, or dispatched in the United States mail, postage prepaid,
for mailing by first class, certified, or registered mail, return receipt
requested, and addressed as follows:

     If to Buyer:  Louisville Gas and Electric Company/Kentucky Utilities
                   Company
                   220 West Main Street
                   Louisville, Kentucky 40202
                   Attn.: Director Corporate Fuels and By Products

     If to Seller: Black Beauty Coal Company
                   414 South Fares
                   Evansville, Indiana 47702
                   Attn: Senior Vice President Marketing and Operational
                         Services

     Section 12.2 CHANGE OF PERSON OR ADDRESS. Either party may change the
person or address specified above upon giving written notice to the other party
of such change.

     Section 12.3 ELECTRONIC DATA TRANSMITTAL. Seller hereby agrees, at Seller's
cost, to electronically transmit shipping notices and/or other data to Buyer in
a format acceptable to and

                                       28
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

established by Buyer upon Buyer's request. Buyer shall provide Seller with the
appropriate format and will inform Seller as to the electronic data requirements
at the appropriate time.

     SECTION 13. RIGHT TO RESELL. Buyer shall have the unqualified right to
resell all or any of the coal purchased under this Agreement.

     SECTION 14. INDEMNITY AND INSURANCE.

     Section 14.1 INDEMNITY. Seller agrees to indemnify and save harmless Buyer,
its officers, directors, employees and representatives from any responsibility
and liability for any and all claims, demands, losses, legal actions for
personal injuries, property damage and pollution (including reasonable inside
and outside attorney's fees) (i) relating to the trucks, barges or railcars
provided by Buyer or Buyer's contractor while such trucks, barges or railcars
are in the care and custody of the loading dock or loading facility, (ii) due to
any failure of Seller to comply with laws, regulations or ordinances, or (iii)
due to the acts or omissions of Seller in the performance of this Agreement.

     Notwithstanding any provision in this Agreement to the contrary (except for
Seller's indemnifications hereunder with respect to third party claims), in no
event shall either party be liable to the other for any special, indirect, or
consequential losses or damages arising from a breach of the Agreement
including, without limitation, loss or profit, loss of operating income,

                                       29
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

loss of, use of, or reduction in the use of, their respective assets or
increased exposure of operation or maintenance or the suitability of said
assets.

     Section 14.2 INSURANCE. Seller agrees to carry insurance coverage with
minimum limits as follows:

                  (1) Commercial General Liability, including Completed
Operations and Contractual Liability, $5,000,000 single limit liability.

                  (2) Automobile General Liability, $1,000,000 single limit
liability.

                  (3) Workers' Compensation and Employer's Liability with
statutory limits.

     If any of the above policies are written on a claims made basis, then the
retroactive date of the policy or policies will be no later than the effective
date of this Agreement. Certificates of Insurance satisfactory in form to the
Buyer and signed by the Seller's insurer shall be supplied by the Seller to the
Buyer evidencing that the above insurance is in force and that not less than 30
calendar days written notice will be given to the Buyer prior to any
cancellation or material reduction in coverage under the policies. The Seller
shall cause its insurer to waive all subrogation rights against the Buyer
respecting all losses or claims arising from performance hereunder. Evidence of
such waiver satisfactory in form and substance to the Buyer shall be exhibited
in the Certificate of Insurance mentioned above. Seller's liability shall not be
limited to its insurance coverage.

                  (4) Seller may self-insure in accordance with Seller's overall
insurance policy in lieu of carrying insurance coverage required to be carried
pursuant to this section 14.

                                       30
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     SECTION 15. TERMINATION FOR DEFAULT.

     Subject to section 6.4, if either party hereto commits a material breach of
any of its obligations under this Agreement at any time, including, but not
limited to, a breach of a representation and warranty set forth herein, then the
other party has the right to give written notice describing such breach and
stating its intention to terminate this Agreement no sooner than 30 days after
the date of the notice (the "notice period"). If such material breach is curable
and the breaching party cures such material breach within the notice period,
then the Agreement shall not be terminated due to such material breach. If such
material breach is not curable or the breaching party fails to cure such
material breach within the notice period, then this Agreement shall terminate at
the end of the notice period in addition to all the other rights and remedies
available to the aggrieved party under this Agreement and at law and in equity.

     SECTION 16. TAXES, DUTIES AND FEES.

     Seller shall pay when due, and the price set forth in section 8 of this
Agreement shall be inclusive of, all taxes, duties, fees and other assessments
of whatever nature imposed by governmental authorities with respect to the
transactions contemplated under this Agreement.

     SECTION 17. DOCUMENTATION AND RIGHT OF AUDIT.

                                       31
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Seller shall maintain all records and accounts pertaining to payments,
quantities, quality analyses, and source for all coal supplied under this
Agreement for a period lasting through the term of this Agreement and for two
years thereafter. Buyer shall have the right at no additional expense to Buyer
to audit, copy and inspect such records and accounts at any reasonable time upon
reasonable notice during the term of this Agreement and for 2 years thereafter,
and Seller shall cooperate at no additional cost to Buyer.

     SECTION 18. EQUAL EMPLOYMENT OPPORTUNITY. To the extent applicable, Seller
shall comply with all of the following provisions which are incorporated herein
by reference: Equal Opportunity regulations set forth in 41 CFR section
60-1.4(a) and (c) prohibiting discrimination against any employee or applicant
for employment because of race, color, religion, sex, or national origin;
Vietnam Era Veterans Readjustment Assistance Act regulations set forth in 41 CFR
section 50-250.4 relating to the employment and advancement of disabled veterans
and veterans of the Vietnam Era; Rehabilitation Act regulations set forth in 41
CFR section 60-741.4 relating to the employment and advancement of qualified
disabled employees and applicants for employment; the clause known as
"Utilization of Small Business Concerns and Small Business Concerns Owned and
Controlled by Socially and Economically Disadvantaged Individuals" set forth in
15 USC section 637(d)(3); and subcontracting plan requirements set forth in 15
USC section 637(d).

                                       32
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     SECTION 19. COAL PROPERTY INSPECTIONS. Buyer and its representatives, and
others as may be required by applicable laws, ordinances and regulations shall
have the right at all reasonable times and at their own expense to inspect the
Coal Property, including the loading facilities, scales, sampling system(s),
wash plant facilities, and mining equipment for conformance with this Agreement.
Seller shall cooperate with such inspection at no additional cost to Buyer.
Seller shall undertake reasonable care and precautions to prevent personal
injuries to any representatives, agents or employees of Buyer (collectively,
"Visitors") who inspect the Coal Property. Any such Visitors shall make every
reasonable effort to comply with Seller's regulations and rules regarding
conduct on the work site, made known to Visitors prior to entry, as well as
safety measures mandated by state or federal rules, regulations and laws. Buyer
understands that mines and related facilities are inherently high-risk
environments. Buyer's failure to inspect the Coal Property or to object to
defects therein at the time Buyer inspects the same shall not relieve Seller of
any of its responsibilities nor be deemed to be a waiver of any of Buyer's
rights hereunder.

     SECTION 20. MISCELLANEOUS.

     Section 20.1 APPLICABLE LAW. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Kentucky, and all questions of
performance of obligations hereunder shall be determined in accordance with such
laws.

                                       33
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Section 20.2 HEADINGS. The paragraph headings appearing in this Agreement
are for convenience only and shall not affect the meaning or interpretation of
this Agreement.

     Section 20.3 WAIVER. The failure of either party to insist on strict
performance of any provision of this Agreement, or to take advantage of any
rights hereunder, shall not be construed as a waiver of such provision or right.

     Section 20.4 REMEDIES CUMULATIVE. Remedies provided under this Agreement
shall be cumulative and in addition to other remedies provided under this
Agreement or by law or in equity.

     Section 20.5 SEVERABILITY. If any provision of this Agreement is found
contrary to law or unenforceable by any court of law, the remaining provisions
shall be severable and enforceable in accordance with their terms, unless such
unlawful or unenforceable provision is material to the transactions contemplated
hereby, in which case the parties shall negotiate in good faith a substitute
provision.

     Section 20.6 BINDING EFFECT. This Agreement shall bind and inure to the
benefit of the parties and their successors and assigns.

     Section 20.7 ASSIGNMENT.

     A. Seller shall not, without Buyer's prior written consent, which may be
withheld in Buyer's sole discretion, make any assignment or transfer of this
Agreement, by operation of law or otherwise, including without limitation any
assignment or transfer as security for any obligation, and shall not assign or
transfer the performance of or right or duty to perform any

                                       34
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

obligation of Seller hereunder; provided, however, that Seller may assign the
right to receive payments for coal directly from Buyer to a lender as part of
any accounts receivable financing or other revolving credit arrangement which
Seller may have now or at any time during the term of this Agreement.

     B. Buyer shall not, without Seller's prior written consent, which may not
be unreasonably withheld, assign this Agreement or any right for the performance
of or right or duty to perform any obligation of Buyer hereunder; except that,
without such consent, Buyer may assign this Agreement in connection with a
transfer by Buyer of all or a part interest in the generating station, or as
part of a merger or consolidation involving Buyer, or to an affiliate of Buyer..

     C. In the event of an assignment or transfer contrary to the provisions of
this section, the non-assigning party may terminate this Agreement immediately.

     Section 20.8 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties as to the subject matter hereof, and there are no
representations, understandings or agreements, oral or written, which are not
included herein. Without limiting the foregoing (a) this Agreement shall not be
construed as a requirements or similar agreement, and (b) this Agreement shall
not be construed as affecting Buyer's ability to negotiate with and/or acquire
other sources of coal from third parties throughout the term hereof.

                                       35
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

     Section 20.9 AMENDMENTS. Except as otherwise provided herein, this
Agreement may not be amended, supplemented or otherwise modified except by
written instrument signed by both parties hereto.

     Louisville Gas and Electric and Kentucky Utilities shall be jointly and
severally liable for all obligations of Buyer hereunder, it being intended that
Seller be entitled to enforce its rights hereunder against each or both parties.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

LOUISVILLE GAS AND ELECTRIC           BLACK BEAUTY COAL COMPANY
COMPANY

By:    /s/ Paul W. Thompson           By:    /s/ Eugene D. Aimone
      ----------------------------          ----------------------------
      Paul W. Thompson                      Sr. VP
      SVP -  Energy Services

Date: 10/26/01                        Date: 10/22/01

KENTUCKY UTILITIES COMPANY

By:   /s/ Paul W. Thompson
      ----------------------------
      Paul W. Thompson
      SVP - Energy Services

Date: 10/26/01

                                       36
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

                                                                       Exhibit A
                                                                     Page 1 of 2
                                    EXHIBIT A
              SAMPLE COAL PAYMENT CALCULATIONS - QUALITY 1 BY RAIL
              For contracts supplied from multiple "origins", each
                    "origin will be calculated individually.

<Table>
<Caption>
                         SECTION I                                                   BASE DATA
     -----------------------------------------------------                      -----------------------
<S>                                                                             <C>
1)   Base F.O.B. price per ton:                                                 $        21.10          /ton
                                                                                -----------------------
1a)  Tons of coal delivered:                                                                            tons
                                                                                -----------------------
2)   Guaranteed average heat content:                                                   11,000          BTU/LB.
                                                                                -----------------------
2r)  As received monthly avg. heat content:                                                             BTU/LB.
                                                                                -----------------------
2a)  Energy delivered in MMBTU:                                                                         MMBTU
                                                                                -----------------------
[(Line 1a) *2,000 lb./ton*(Line 2r)] *MMBTU/1,000,000 BTU
[(     ) *2,000 lb./ton*(     )]*MMBTU/1,000,000 BTU

2b)      Base F.O.B. price per MMBTU:                                           $       0.9591          MMBTU
                                                                                -----------------------
{[(Line 1)/(Line 2)]*(1 ton/2,000 lb.)]}*1,000,000 BTU/MMBTU
{[(     /ton)/(           BTU/LB)]*(1 ton/2,000 lb.)}*1,000,000 BTU/MMBTU

3)   Guaranteed monthly avg. max. sulfur                                                 3.125          LBS./MMBTU
                                                                                -----------------------
3r)  As received quarterly avg. sulfur                                                                  LBS./MMBTU
                                                                                -----------------------

4)   Guaranteed monthly avg. ash                                                         10.50          LBS./MMBTU
                                                                                -----------------------
4r)  As received monthly avg. ash                                                                       LBS./MMBTU
                                                                                -----------------------

5)   Guaranteed monthly avg. max. moisture                                                13.0          LBS./MMBTU
                                                                                -----------------------
5r)  As received monthly avg. moisture                                                                  LBS./MMBTU
                                                                                -----------------------

<Caption>
                           SECTION II                                                   DISCOUNTS
     -----------------------------------------------------                      -----------------------
<S>                                                                                  <C>
     Assign a (-) to all discounts (round to (5) decimal places)
6d)  BTU/LB.:  If line 2r < 10,850 BTU/lb. then:
     {1 -{(line 2r) / (line 2)} * $0.2604/MMBTU
     {1 - (    ) / (    )} * $0.2604 =                                               $                  /MMBTU
                                                                                     ------------------
7d)  SULFUR:  If line 3r is greater than 3.18 lbs./MMBTU
     [ (line 3r) - (line 3) ] * 0.1232/lb. Sulfur
     [ (    ) - (    ) ] * 0.1232 =                                                  $                  /MMBTU
                                                                                     ------------------
8d)  ASH: If line 4r is greater than 10.8 lbs./MMBTU
     [ (line 4r) - (line 4) ] * 0.0083/MMBTU
     [ (    ) - (    ) ] * 0.0083 =                                                  $                  /MMBTU
                                                                                     ------------------
9d)  MOISTURE:  If line 5r is greater than 13.5 lbs./MMBTU
     [ (line 5r) - (line 5) ] * 0.0016/MMBTU
     [ (    ) - (    ) ] * 0.0016 =                                                  $                  /MMBTU
                                                                                     ------------------
</Table>

                                       37
<Page>

                                                       BLACK BEAUTY COAL COMPANY
                                                        LG&E CONTRACT #LGE 02012
                                                           KU CONTRACT #KUF02857

                                                                       Exhibit A
                                                                     Page 2 of 2

<Table>
<Caption>
                                                                                TOTAL PRICE
                           SECTION III                                          ADJUSTMENTS
                           -----------                                          -----------
<S>                                                                             <C>
     Determine total Discounts as follows:

     Assign a (-) to all discounts (round to (5) decimal places)

     Line 6d:                                                                   $                       /MMBTU
                                                                                -----------------------

     Line 7d                                                                    $                       /MMBTU
                                                                                -----------------------

     Line 8d                                                                    $                       /MMBTU
                                                                                -----------------------
     Line 9d                                                                    $                       /MMBTU
                                                                                -----------------------

10)  Total Discounts (-):

     Algebraic sum of above:                                                    $                       /MMBTU
                                                                                -----------------------

11)  Total evaluated coal price = (line 2b) + (line 10)

12)  Total discount price adjustment for Energy delivered:
     (line 2a) * (line 10) (-)
     $         /MMBTU           +                                               $                       /MMBTU   =   $
      --------                                                                  -----------------------              ___________

13)  Total base cost of coal
     (line 2a) * (line 2b)
     $         /MMBTU           +                                               $                       /MMBTU   =   $
      --------                                                                  -----------------------              ____________

14)  Total coal payment for month
     (line 12) + (line 13)
     $         /MMBTU           +                                               $                                =   $
      --------                                                                  -----------------------              ___________
</Table>

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