**EXHIBIT10.68**

#### ** **

#### **AMENDMENTNO. 2 TO COAL SUPPLY AGREEMENT**

 

 

**THIS AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT**(“AmendmentNo. 2”) is entered into effective as of January 1, 2003, by and betweenLOUISVILLE GAS AND ELECTRIC COMPANY AND KENTUCKY UTILITIES COMPANY, Kentuckycorporations 220 West Main Street, Louisville, Kentucky 40202 (collectively“Buyer”), and McELROY COAL COMPANY, CONSOLIDATION COAL COMPANY, CONSOLPENNSYLVANIA COAL COMPANY, AND ISLAND CREEK COAL COMPANY, Delawarecorporations, and EIGHTY FOUR MINING COMPANY, a Pennsylvania corporation, allof 1800 Washington Road, Pittsburgh, Pennsylvania 15241, (individually andcollectively, “Seller”).  Inconsideration of the agreements herein contained, the parties hereto agree asfollows.

 

**1.0****                               AMENDMENTS**

 

The Agreement heretoforeentered into by the parties, dated effective January 1, 2000, and identified bythe Contract Numbers set forth above, as amended by Amendment No. 1 datedJanuary1, 2002, hereafter referred to as “Agreement”, is hereby amended as follows:

 

**2.0****                               TERM**

 

2.1           Section2.0 **Term**is deleted in its entirety and is replaced with the following:

 

**2.0****                               TERM. **The term of this Agreement shallcontinue through December 31, 2004 subject to early termination pursuant to theterms of the Agreement.

 

**3.0****                               QUANTITY**

 

3.1                                 Section3.1 **BaseQuantity,** is deleted in its entirety and is replaced with thefollowing:

 

**3.0****                               QUANTITY.**  Seller shall sell and deliver and Buyershall purchase and accept delivery of the following annual quantities of coal: 

 

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| **Year** |   | **Base  Quantity (Tons)** |   |
|----------|--------|---------------------------|--------|
|     |   |                      |   |
| 2003     |   | 1,000,000                 |   |
| 2004     |   | 2,000,000                 |   |

 

The Base Quantity will be delivered in approximatelyequal monthly quantities and in accordance with a mutually agreed uponschedule.

 

**4.0          SOURCE**

 

4.1           Section4.1 **Source**is deleted and replaced with the following:

 

4.1                                 **Source.**  The coal sold hereunder shall be suppliedprimarily from geological seam Pittsburgh #8, from Seller’s Shoemaker Mine,located in Marshall County, West Virginia (the “Coal Property”).  As necessary soley to comply with thequality requirements of this Agreement, Seller may blend with coal from theCoal Property, coal from Seller’s Dilworth, Mahoning  Valley, McElroy, Mine 84, VP #8, Buchanan, Baily/Enlow Fork,Loveridge, and/or Robinson Run Mines (the “Alternate Mines”).

 

**5.0          QUALITY**

 

5.1           Section6.1 **Specifications**is deleted and replaced with the following:

 

6.1                                 **Specifications.**  The coal delivered hereunder shall conformto the following  specifications on an“as received basis”:

 
| **Specifications**                             |   | **Guaranteed  Monthly  Weighted Average (1)** |   | **Rejection  Limits  (per shipment)** |   |
|------------------------------------------------|--------|-----------------------------------------------|--------|---------------------------------------|--------|
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| BTU/LB.                                        |   | min.                                          |   | 12,200                                |   | < |   | 11,800 |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| LBS/MMBTU:                                     |   |                                          |   |                                  |   |   |   |   |   |
| MOISTURE                                       |   | max.                                          |   | 6.50                                  |   | > |   | 7.20 |   |
| ASH                                            |   | max.                                     |   | 11.20                                 |   | > |   | 12.50 |   |
| SULFUR                                         |   | max.                                          |   | 2.50                                  |   | > |   | 2.75 |   |
| SULFUR                                         |   | min.                                          |   | 2.25                                  |   | < |   | 2.00 |   |
| CHLORINE                                       |   | max.                                          |   | 0.06                                  |   | > |   | 0.08 |   |
| FLUORINE                                       |   | max.                                          |   | 0.015                                 |   | > |   | 0.035 |   |
| NITROGEN                                       |   | max.                                          |   | 1.10                                  |   | > |   | 1.25 |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| ASH/SULFUR  RATIO                              |   | min.                                          |   | 3.00:1                                |   | < |   | 2.30:1 |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| SIZE  (3” x 0”):                     |   |                                          |   |                                  |   |   |   |   |   |
| Top  size (inches)*                            |   | max.                                     |   | 3x0                                   |   | > |   | 4x0 |   |
| Fines  (% by wgt)                              |   |                                          |   |                                  |   |   |   |   |   |
| Passing  1/4” screen                      |   | max.                                          |   | 50                                    |   | > |   | 55 |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| %  BY WEIGHT:                                  |   |                                          |   |                                  |   |   |   |   |   |
| VOLATILE                                       |   | min.                                          |   | 36                                    |   | < |   | 32 |   |
| FIXED  CARBON                                  |   | min.                                          |   | 44                                    |   | < |   | 42 |   |
| GRINDABILITY  (HGI)                            |   | min.                                          |   | 55                                    |   | < |   | 50 |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| BASE  ACID RATIO (B/A)                         |   |                                          |   | .45                                   |   | > |   | .55 |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| SLAGGING  FACTOR**                             |   | max.                                          |   | 2.00                                  |   | > |   | 2.30 |   |
| FOULING  FACTOR***                             |   | max.                                          |   | .25                                   |   | > |   | .50 |   |
| ASH  FUSION TEMPERATURE (°F) (ASTM D1857) |   |                                          |   |                                  |   |   |   |   |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| REDUCING  ATMOSPHERE                           |   |                                          |   |                                  |   |   |   |   |   |
| Initial  Deformation                           |   | min.                                          |   | 1950                                  |   | min. |   | 1900 |   |
| Softening  (H=W)                               |   | min.                                          |   | 1990                                  |   | min. |   | 1950 |   |
| Softening  (H=1/2W)                            |   | min.                                          |   | 2099                                  |   | min. |   | 2050 |   |
| Fluid                                          |   | min.                                          |   | 2202                                  |   | min. |   | 2150 |   |
|                                           |   |                                          |   |                                  |   |   |   |   |   |
| OXIDIZING  ATMOSPHERE                          |   |                                          |   |                                  |   |   |   |   |   |
| Initial  Deformation                           |   | min.                                     |   | 2391                                  |   | min. |   | 2300 |   |
| Softening  (H=W)                               |   | min.                                     |   | 2461                                  |   | min. |   | 2400 |   |
| Softening  (H=1/2W)                            |   | min.                                     |   | 2506                                  |   | min. |   | 2450 |   |
| Fluid                                          |   | min.                                     |   | 2535                                  |   | min. |   | 2500 |   |

 

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(1)                                  Anactual Monthly Weighted Averagewill be calculated for each specification for coal delivered to the LouisvilleGas and Electric generating stations and a separate actual Monthly WeightedAverage will be calculated for each specification for coal delivered to theKentucky Utility generating stations.

 

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

 

**           Slagging Factor (Rs)=(B/A) x (Percent Sulfur byWeightDry)

 

***         Fouling Factor (Rf)=(B/A) x(Percent Na2O by WeightDry)

 
| The Base Acid Ratio  (B/A) is herein defined as: |   |                                                                                |   |
|--------------------------------------------------|--------|-------------------------------------------------------------------------------------|--------|
| BASE ACID RATIO (B/A) =                          |   | (Fe2O3  +   CaO  +  MgO   +  Na2O  +   K2O) |   |
|                                             |   | (SiO2  +   A12O3   +  TiO2)                                     |   |
|                                             |   |                                                                                |   |
| Note: As used herein                             | >   | means greater than:                                                                 |   |
|                                             | <   | means  less than.                                                                   |   |

 

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5.2           Section 6.3 **Rejection** is deletedand replaced with the following:

 

6.3                                 **Rejection.**  Buyer has the right, but not the obligation,to reject any shipment which fail(s) to conform to any or all of the RejectionLimits set forth in § 6.1 or contains extraneous materials.  Buyer must reject such coal withinseventy-two (72) hours of receipt of the coal analysis provided for in § 7.2 orsuch right to reject is waived.  In theevent Buyer rejects such non-conforming coal, title to and risk of loss of thecoal shall be considered to have never passed to Buyer and Buyer shall returnthe coal to Seller, or at Seller’s request, divert such coal to Seller’sdesignee, all at Seller’s cost and risk. Seller shall replace the rejected **coal** within ten (10) working days fromnotice of rejection with coal conforming to all of the Rejection Limits setforth in § 6.1.  If Seller fails toreplace the rejected coal within such ten (10) working day period or thereplacement coal is rightfully rejected, Buyer may purchase coal from anothersource in order to replace the rejected coal. Seller shall reimburse Byer for (i) the excess, if any,  between (a) theactual price to Buyer for such coal purchased from another source plus the costof transporting such coal to Buyer’s plant and (b) the price Buyer would havepaid for such coal under this Agreement, plus the cost to Buyer, if any, oftransporting such coal from the relevant Delivery Point to Buyer’s plant; and(ii) any and all transportation, storage, handling, or other expenses that havebeen incurred by Buyer for rightfully rejected coal.  This remedy is in addition to all of Buyer’s other remedies underthis Agreement and under applicable law and in equity for Seller’s breach.

 

If Buyer fails to reject a shipment of non-conformingcoal which it had the right to reject for failure to meet any or all of theRejection Limits set forth in § 6.1 or because such shipment containedextraneous materials, then such non-conforming coal shall be deemed accepted byBuyer; however, the quantity Seller is obligated to sell to Buyer under theAgreement may or may not be reduced by the amount of each such non-conformingshipment at Buyer’s sole option and the shipment shall nevertheless beconsidered “rejectable” under §6.4.  Buyer shall notify Seller no laterthan thirty (30) days following Buyer’s acceptance of such rejectable coal, ofBuyer’s decision to reduce by an amount equal to the amount of rejectable coal,the Base Quantity which Seller is obligated to sell and deliver to Buyer.  If Buyer does not notify Seller within thethirty (30) day time period of Buyer’s decision to reduce the Base Quantity bythe amount of rejectable coal, the 

 

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Base Quantity will remain as defined in § 3.1.  Further, for shipments containing extraneousmaterials, which include, but are not limited to, slate, rock, wood, cornhusks, mining materials, metal, steel, etc., the estimated weight of suchmaterials shall be deducted from the weight of that shipment.

 

**6.0          WEIGHTS,SAMPLING, AND ANALYSIS.**

 

6.1           Section7.1 **Weights**is deleted and replaced with the following:

 

7.1                                 **Weights. **The weight of the coal deliveredhereunder shall be determined on a per shipment basis by pBuyer on the basis ofscale weights at the generating station(s) unless another method is mutuallyagreed upon by the parties.  Such scalesshall be duly reviewed by an appropriate testing agency and maintained in anaccurate condition.  Seller shall havethe right, at Seller’s expense and upon reasonable notice, to have the scaleschecked for accuracy at any reasonable time or frequency.  If the scales are found to be over or underthe tolerance range allowable for the scale based on industry acceptedstandards, either party shall pay to the other any amounts owed due to suchinaccuracy for a period not to exceed sixty (60) days before the time anyinaccuracy of scales is determined.

 

6.2           Section7.2 **Samplingand Analysis** is deleted and replaced with the following:

 

7.2                                 **Sampling and Analysis.**  The Seller has soleresponsibility for quality control of the coal and shall forward its “asloaded” quality to the Buyer as soon as possible.  The sampling and analysis of the coal delivered hereunder shallbe performed by Buyer and the results thereof shall be accepted and used forthe quality and characteristics of the coal delivered under thisAgreement.  All analyses shall be madein Buyer’s laboratory at Buyer’s expense in accordance with ASTM standards where applicable, or industry-accepted standards.  Samples for analyses shall be taken by anyindustry-accepted standard, mutually acceptable to both parties, may becomposited and shall be taken with a frequency and regularity sufficient toprovide reasonably accurate representative samples of the deliveries madehereunder.  Seller represents that it isfamiliar with Buyer’s sampling and analysis practices, and finds them to beacceptable.  Buyer shall notify Sellerin writing of any significant changes in Buyer’s sampling and analysispractices.  Any such changes in Buyer’ssampling and analysis practices shall, except for ASTM or industry acceptedchanges in practices, provide for no less accuracy than the sampling andanalysis practices existing at the time of the execution of this Agreement, unlessthe Parties otherwise mutually agree.

 

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Each sample taken by Buyer shall be divided into four(4) parts and put into airtight containers, properly labeled and sealed.  One (1) part shall be used for analysis byBuyer; one (1) part shall be used by Buyer as a check sample, if Buyer in itssole judgment determines it is necessary; one (1) part shall be retained byBuyer (LG&E) until the twenty-fifth (25th) of the monthfollowing the month of unloading (the “Disposal Date”) or Buyer (KU) untilthirty (30) days (“Disposal Date”) after the sample is taken, and shall bedelivered to Seller for analysis if Seller so requests before the DisposalDate; and one (1) part (“Referee Sample”) shall be retained by Buyer until theDisposal Date.  Seller shall be givencopies of all analyses made by Buyer by the twelfth (12th) businessday of the month following the month of unloading, in addition, Buyer (KU) willsend weekly analyses of coal unloadings to Seller.  Seller, on reasonable notice to Buyer shall have the right tohave a representative present to observe the sampling and analyses performed byBuyer.  Unless Seller requests a RefereeSample analysis before the Disposal Date, Buyer’s analysis shall be used todetermine the quality of the coal delivered hereunder.  The Monthly Weighted Averages shall bedetermined by utilizing the individual shipment analyses.

 

If any dispute arises before the Disposal Date, theReferee Sample retained by Buyer shall be submitted for analysis to anindependent commercial testing laboratory (“Independent Lab”) mutually chosenby Buyer and Seller.  All testing of anysuch sample by the Independent Lab shall be at requestor’s expense unless theresults differ by more than the applicable ASTM reproducibility standards, insuch case, Buyer will pay for testing. If the Independent Lab results differ by more than the applicable ASTMreproducibility standards, the Independent Lab results will govern.  The cost of the analysis made by the IndependentLab shall be borne by Seller to the extent that Buyer’s analysis prevails andby Buyer to the extent that the analysis of the Independent Lab prevails.

 

**7.0         ****PRICE**

 

7.1           Section8.1 **BasePrice** is deleted and replaced with the following:

 

8.1                               **Base Price**.  Except as provided in section 8.4, the baseprice (“Base Price”) of the coal to be sold hereunder, excluding any applicablesales or use tax imposed on Buyer, will be firm in accordance with thefollowing schedule:

 
| **Year** |   | **Base Price  (F.O. B. Barge)** |             |
|----------|--------|---------------------------------|------------------|
|     |   |                            |             |   |   |
| 2003     |   | $                               | 0.9631 per MMBtu |   |
| 2004     |   | $                               | 0.9631 per MMBtu |   |
|          |        |                                 |                  |  |  |  |

 

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7.2           **Section8. 2(b)** is deleted and replaced with the following:

 

8.2(b)                  Notwithstandingthe foregoing, for each specification, there shall be no discount if the actualMonthly Weighted Average meets the applicable Discount Point set forthbelow.  Actual Monthly Weighted Averageswill be separately calculated for the Louisville Gas and Electric generatingstations and for the Kentucky Utility generating stations.  However, if the actual Monthly WeightedAverage for the Louisville Gas and Electric generating stations and/or theKentucky Utility generating stations fail to meet such applicable Discount Point,then the discount shall apply to and shall be calculated on the basis of thedifference between the actual Monthly Weighted Average and the GuaranteedMonthly Weighted Average pursuant to the methodology shown in Exhibit Aattached hereto.  The discount will beapplied only to the particular company whose actual Monthly Weighted Averagefailed to meet the Discount Points.

 
|     |   | **Guaranteed  Monthly Weighted Average** |   | **Discount  Point** |   |
|----------|--------|------------------------------------------|--------|---------------------|--------|
| BTU      |   | Min.                                     |   | 12,200 BTU/LB       |   | 12,000 BTU/LB |   |
| ASH      |   | Max.                                     |   | 11.20 LB/MMBTU      |   | 11.20 LB/MMBTU |   |
| MOISTURE |   | Max.                                     |   | 6.50 LB/MMBTU       |   | 7.00 LB/MMBTU |   |
| SULFUR   |   | Max.                                     |   | 2.50 LB/MMBTU       |   | 2.60 LB/MMBTU |   |

 

For example, ifthe actual Monthly Weighted Average of ash equals 12.00 lb/MMBTU, then theapplicable discount would be (12.00 lb. — 11.20 lb.) X $.0083/lb/MMBTU =..00664/MMBTU.

 

7.3**          **Section8.4 **PriceReview** is deleted in its entirety.

 

7.4           Section8.4 **NewImpositions** is added in its entirety.

 

8.4                                 **NewImpositions**.  Theabove Base Price shall be subject to adjustment only  in the event that new, or changes in existing, applicable Federalor state statutes, regulations, or other governmental impositions on the coalto be supplied hereunder, including but not limited to tax increases ordecreases, occur after January 1, 2003, which cause Seller’s cost for providingcoal to Buyer under this Agreement to increase or decrease by more than $.10per ton.  Seller shall promptly notifyBuyer of any such changes and supply 

 

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sufficient documentation for Buyer to verify any suchchange.  Either Buyer or Seller mayrequest a Base Price adjustment, which shall be comprised of no more than thereasonable costs directly associated with the effect of such change on the coalto be supplied hereunder.  If the non-requestingparty agrees to the requested price adjustment, such adjustment shall be madeeffective on the first day of the calendar month following the effective dateof any change, (except when such change is effective on the first day of themonth in which case the adjustment shall be made as of such date).  If the non-requesting party rejects therequest of the requesting party for a Base Price adjustment, the requestingparty, at its option, may terminate this Agreement without liability due tosuch termination for either party.

 

**8.0          INVOICES,BILLING AND PAYMENT**

 

8.1**          **Section9.3 **PaymentProcedures for Coal Shipments** is deleted and replaced with thefollowing:

 

9.3                                 **PaymentProcedures for Coal Shipments.** For all coal delivered pursuant to Article Section 5 hereof, andunloaded at the Buyer’s generating stations  betweenthe first (1st) and fifteenth (15th) days of any calendarmonth, Buyer shall make preliminary payment for seventy-five percent (75%) ofthe amount owed for the coal (based on the assumption that the coal will meetall guaranteed monthly quality parameters) by the twenty-fifth (25th)day of such month of delivery and unloading. If the twenty-fifth (25th) is not a regular working day,payment shall be made on the next regular working day.  For all coal delivered, as defined in ArticleSection 5 hereof, and unloaded at the Buyer’s generating stations between thesixteenth (16th) and the last day of any calendar month, Buyer shallmake preliminary payment for seventy-five percent (75%) of the delivered andunloaded coal by the tenth (10th) day of the month following themonth of delivery and unloading.  If thetenth (10th)is not a regular workday, payment shall be made on the next regular workingday.

 

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

 

A reconciliation of amounts paid and amounts owedshall occur by the   twenty-fifth (25th)day of the month following the month of delivery and unloading.  (For example, Buyer will make one initialpayment by September 25 for seventy-five percent (75%) of coal delivered andunloaded September

 

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1 through 15, and another initial payment by October10 for seventy-five percent (75%) of coal delivered and unloaded September 16through 30.  Reconciliation will occurby October 25 for all deliveries and unloadings made in September.) Thereconciliation shall be made as follows: Seller shall invoice Buyer on orbefore the fifteenth (15th) day of the month following the month ofdelivery and unloading.  The amount duefor all coal (based on the Base Price minus any Quality Price Discounts)delivered and unloaded and accepted by Buyer during any calendar month shall becalculated and compared to the sum of the preliminary payments made for coaldelivered and unloaded and accepted during such month.  The difference shall be paid by or paid toSeller, as applicable, by the twenty-fifth (25th) day of the monthfollowing the month of delivery and unloading, except, that, if thetwenty-fifth (25th) is not a regular working day, payment shall bemade in the next regular working day. Buyer shall electronically transfer all payments to Seller’s account asdesignated in writing by Seller.”

 

**9.0          NOTICES**

 

9.1                                 Section12.1 **Formand Place of Notice** is amended to change the address for noticesto the Seller to read as follows:

 
| “Notice if to Seller:                                                       | CONSOL Energy Inc                     |   |
|----------------------------------------------------------------------------------|---------------------------------------|--------|
|                                                                             | 1800 Washington Road                  |   |
|                                                                             | Pittsburgh,  Pennsylvania 15241       |   |
|                                                                             | Attn:  Vice President, Marketing |   |
|                                                                             |                                  |
| Notices and  correspondence of a routine nature shall be addressed to Seller at: |                                  |
|                                                                             |                                  |
|                                                                             | CONSOL Energy, Inc.                   |   |
|                                                                             | 1800 Washington Road                  |   |
|                                                                             | Pittsburgh,  Pennsylvania 15241       |   |
|                                                                             | Attn: General Sales  Manager          |   |

 

**10.0        EXHIBIT A**

 

10.1                           ExhibitA**SampleCoal Payment Calculations**is deleted and replaced with thefollowing:

 

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**ExhibitA**

 

**EXHIBIT A**

**SAMPLE COAL PAYMENT CALCULATIONS**

 

For contracts supplied from multiple “origins”, each “origin will becalculated individually.

 
|                                                                                                                                                                |   | **Section I**                                                                                                                                     |   | **Base Data** |   |             |   |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|------------------|--------|--------|--------|
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 1)                                                                                                                                                                  |   | Base F.O.B. price per ton:                                                                                                                        |   | $             | 23.50  |             | /ton   |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 1a)                                                                                                                                                                 |   | Tons of coal delivered:                                                                                                                           |   |          |   | tons             |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 2)                                                                                                                                                                  |   | Guaranteed average heat  content:                                                                                                                 |   | 12,200        |   | 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:                                                                                                                     |   | $             | 0.9631 |             | 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 quarterly  avg. max. sulfur                                                                                                            |   | 2.50          |   |  LBS./MMBTU |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 3r)                                                                                                                                                                 |   | As received quarterly  avg. sulfur                                                                                                                |   |          |   | LBS./MMBTU       |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 4)                                                                                                                                                                  |   | Guaranteed monthly avg.  ash                                                                                                                      |   | 11.20         |   | LBS./MMBTU       |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 4r)                                                                                                                                                                 |   | As received monthly  avg. ash                                                                                                                     |   |          |   | LBS./MMBTU       |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 5)                                                                                                                                                                  |   | Guaranteed monthly avg.  max. moisture                                                                                                            |   | 6.50          |   | LBS./MMBTU       |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 5r)                                                                                                                                                                 |   | As received monthly  avg. moisture                                                                                                                |   |          |   | LBS./MMBTU       |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
|                                                                                                                                                                |   | **Section II**                                                                                                                                    |   | **Discounts** |   |             |   |   |   |
|                                                                                                                                                                |   | Assign a (-) to all  discounts (round to (5) decimal places)                                                                                      |   |          |   |             |   |   |   |
| 6d)                                                                                                                                                                 |   | BTU/LB.:  If line 2r <12,000 BTU/lb. then:   {1 —{(line 2r) / (line 2)} * $0.2604/MMBTU {1 - (  ) / (  )} * $0.2604 = |   | $             |   |             | /MMBTU |   |   |   |
|                                                                                                                                                                |   |                                                                                                                                              |   |          |   |             |   |   |   |
| 7d)                                                                                                                                                                 |   | SULFUR:  If line 3r is greater than 2.60 lbs./MMBTU    [ (line 3r) - (line 3) ] * 0.1232/lb. Sulfur   [ (  )- ( ) ] * 0.1232 =          |   | $             |   |             | /MMBTU |   |   |   |
| 8d)                                                                                                                                                                 |   | ASH: If line 4r is  greater than 11.20 lbs./MMBTU  [ (line 4r) - (line 4) ] * 0.0083/MMBTU  [ ( ) - ( ) ] * 0.0083 =                              |   | $             |   |             | /MMBTU |   |   |   |
| 9d)                                                                                                                                                                 |   | MOISTURE:  If line 5r is greater than 7.00 lbs./MMBTU  [ (line 5r) - (line 5) ] * 0.0016/MMBTU  [ ( ) -  ( ) ] * 0.0016 =               |   | $             |   |             | /MMBTU |   |   |   |

 

10

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|   |   | **Section III**                                                                                                                                                                                                                                                                                                                                           |   | **Total  Price  Adjustments** |   |   |   |   |   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------|--------|--------|--------|--------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                      |   |                          |   |   |   |   |   |
|   |   | 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                 +                                                                                                                              |   | $                             |   |   | /MMBTU | =      | $      |   |

 

 

11

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**IN WITNESS WHEREOF,** the parties hereto haveexecuted this Amendment No. 2 on the day and year below written, but effectiveas of the day and year first set forth above.

 

 
| **LOUISVILLE GAS AND ELECTRIC COMPANY** |   | **McELROY COAL COMPANY**             |
|-----------------------------------------|--------|--------------------------------------|
|                                    |   |                                 |   |
| **BY:**                                 |   |                                 | **BY:** |   |
|                                    |   |                                 |   |   |
| **TITLE:**                              |   |                                 | **TITLE:** |   |
|                                    |   |                                 |   |   |
| **DATE:**                               |   |                                 | **DATE:** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 |
| **KENTUCKY UTILITIES COMPANY**          |   | **CONSOLIDATION COAL COMPANY**       |
|                                    |   |                                 |
| **BY: **                           |   |                                 | **BY:** |   |
|                                    |   |                                 |   |   |
| **TITLE:  **                       |   |                                 | **TITLE:** |   |
|                                    |   |                                 |   |   |
| **DATE: **                         |   |                                 | **DATE:** |   |
|                                    |   |                                 |   |
|                                    |   |                                 |   |
|                                    |   |                                 | **EIGHTY FOUR MINING COMPANY** |
|                                    |   |                                 |   |
|                                    |   |                                 | **BY: ** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 | **TITLE: ** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 | **DATE: ** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 |   |
|                                    |   | **CONSOL PENNSYLVANIA COAL COMPANY** |
|                                    |   |                                 |   |
|                                    |   |                                 | **BY:** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 | **TITLE: ** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 | **DATE:** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 |   |
|                                    |   |                                 | **ISLAND CREEK COAL COMPANY** |
|                                    |   |                                 |   |
|                                    |   |                                 | **BY: ** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 | **TITLE: ** |   |
|                                    |   |                                 |   |   |
|                                    |   |                                 | **DATE:** |   |
|                                         |        |                                      |  |  |  |

 

12

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