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                                                                Exhibit 10.73











                                 LG&E CAPITAL CORP.

                                        AND

                               THE BANK OF NEW YORK,
                                     as Trustee

                              ________________________

                            FIRST SUPPLEMENTAL INDENTURE
                            Dated as of January 15, 1998

                                         TO

                                     INDENTURE

                            Dated as of January 15, 1998

                              ________________________


                         Medium-Term Notes Due Nine Months
                         or More from Date of Issue, Series A

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          FIRST SUPPLEMENTAL INDENTURE, dated as of the 15th day of January,
1998 (the "FIRST SUPPLEMENTAL INDENTURE"), between LG&E CAPITAL CORP., a
corporation duly organized and existing under the laws of the State of
Kentucky (hereinafter sometimes referred to as the "COMPANY"), and The Bank
of New York, a New York banking corporation, as trustee (hereinafter
sometimes referred to as the "TRUSTEE") (under the Indenture dated as of
January 15, 1998, as supplemented, between the Company and the Trustee (the
"INDENTURE")).

          WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of its notes (the "NOTES"), which
Notes are to be issued from time to time in such series as may be determined
by the Company under the Indenture, in an unlimited aggregate principal
amount which may be authenticated and delivered thereunder as in the
Indenture provided, and which Notes are subject to the terms of the Support
Agreement, as defined in the Indenture; and

          WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a series of its Notes to be
designated as hereinafter provided, the form and substance of the Notes and
the terms, provisions and conditions thereof to be set forth as provided in
the Indenture and this First Supplemental Indenture; and

          WHEREAS, the Company desires and has requested the Trustee to join
with it in the execution and delivery of this First Supplemental Indenture,
and all requirements necessary to make this First Supplemental Indenture a
valid instrument, in accordance with its terms, and to make said Notes, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed and fulfilled, and the
execution and delivery hereof have been in all respects duly authorized;

          NOW, THEREFORE, in consideration of the purchase and acceptance of
the Notes by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes and the terms,
provisions and conditions thereof, the Company covenants and agrees with the
Trustee as follows:

                                    ARTICLE ONE
                        Definitions and Other Provisions of
                                General Application

          SECTION 1.01.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Indenture.

          SECTION 1.02.  The terms defined in this Section, for all purposes
of this First Supplemental Indenture, shall have the respective meanings
specified in this Section.

          "ADMINISTRATIVE PROCEDURES" shall have the meaning ascribed to such
     term in Section 2.01 of this First Supplemental Indenture.

          "AGENTS" means the Persons acting as Agents under the Private
Placement Agency Agreement dated February 3, 1998 between the Company and
the Agents thereunder.

          "ANNUAL REDEMPTION PERCENTAGE REDUCTION" shall mean the percentage
    specified as such in the applicable Note Terms Certificate.

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          "BUSINESS DAY" means any day, other than a Saturday, Sunday, a legal
holiday or a day on which banking institutions in The City of New York are
authorized or obligated to close; provided, however, that, with respect to
Medium-Term Notes as to which LIBOR is an applicable Interest Rate Basis,
such day is also a London Business Day.

          "CALCULATION AGENT" shall mean an agent appointed from time to time by
the Company for the purpose of determining the rates of interest in effect
from time to time with respect to one or more issues of the Medium-Term
Notes and calculating the amount of interest payable from time to time with
respect thereto.  Unless otherwise specified in the Note Terms Certificate
with respect to an issue of the Medium-Term Notes, the Calculation Agent
shall be the Trustee.

          "CALCULATION DATE", as it pertains to any Interest Determination Date,
shall, unless otherwise specified in the applicable Note Terms Certificate,
mean the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Stated Maturity, as the case may
be.

          "FIXED RATE NOTES" shall have the meaning ascribed to such term in
Section 2.01 of this First Supplemental Indenture.

          "FLOATING RATE NOTES" shall have the meaning ascribed to such term in
Section 2.01 of this First Supplemental Indenture.

          "INDEX MATURITY" shall mean the period to maturity of the instrument
or obligation with respect to which the related Interest Rate Basis or
Bases will be calculated.

          "INITIAL REDEMPTION DATE" shall mean the date set forth on the face of
a Medium-Term Note that is the first date on which a Medium-Term Note that
is subject to redemption prior to its Stated Maturity at the option of the
Company may be redeemed.

          "INITIAL REDEMPTION PERCENTAGE" shall mean, with respect to a
Medium-Term Note that is redeemable prior to its Stated Maturity at the
option of the Company, the percentage specified in the applicable Note Terms
Certificate, which Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by an amount equal to the
applicable Annual Redemption Percentage Reduction, if any, until the
Redemption Price is equal to 100% of the unpaid principal amount to be
redeemed.

          "INTEREST DETERMINATION DATE" shall mean, (i) with respect to the
CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate and
the Prime Rate, the second Business Day immediately preceding the applicable
Interest Reset Date; (ii) with respect to the Eleventh District Cost of Funds
Rate, the last working day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of San Francisco
publishes the Index; (iii) with respect to LIBOR, the second London Business
Day immediately preceding the applicable Interest Reset Date; and (iv) with
respect to the Treasury Rate, the day in the week in which the Interest Reset
Date occurs on which Treasury Bills are normally auctioned (except that if
the auction is held on the Friday of the immediately preceding week, the
Interest Determination Date shall be that Friday and that if the Interest
Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date will be postponed to the next succeeding Business Day).
The Interest Determination Date pertaining to a Floating Rate Note the
interest rate of which is determined by reference to two or more Interest
Rate Bases shall be the second Business Day next preceding the Interest Reset
Date for such Floating

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Rate Note on which each Interest Rate Basis is determinable; each Interest
Rate Basis shall be determined as of such date, and the applicable interest
rate shall take effect on the applicable Interest Reset Date.

          "INTEREST PAYMENT DATE" shall have the meanings ascribed to such term
in Sections 2.05 and 2.06 of this First Supplemental Indenture.

          "INTEREST PERIOD" shall have the meaning ascribed to such term in
Section 2.04 of this First Supplemental Indenture.

          "INTEREST RATE BASIS" has the meaning set forth in Section 1.03
hereof.

          "INTEREST RESET DATE" shall mean the date or dates specified in the
applicable Note Terms Certificate on which the rate of interest on a
Floating Rate Note will be reset.

          "INTEREST RESET PERIOD" shall mean the period, whether daily, weekly,
monthly, quarterly, semiannual or annual, or other specified basis, between
Interest Reset Dates relating to a Floating Rate Note, as specified in the
applicable Note Terms Certificate.

          "LONDON BUSINESS DAY" means a day on which dealings in Dollars are
transacted in the London interbank market.

          "MAXIMUM INTEREST RATE" shall have the meaning ascribed to such term
in Section 2.06 of this First Supplemental Indenture.

          "MEDIUM-TERM NOTES" has the meaning specified in Section 2.01 hereof.

          "MINIMUM INTEREST RATE" shall have the meaning ascribed to such term
in Section 2.06 of this First Supplemental Indenture.

          "NOTE TERMS CERTIFICATE" shall have the meaning ascribed to such term
in Section 2.01 of this First Supplemental Indenture.

          "OPTIONAL REPAYMENT DATE" shall mean the date set forth on the face of
a Medium-Term Note that is the first date on which a Medium-Term Note that
is subject to prepayment prior to its Stated Maturity at the option of the
holder may be repaid.

          "PERIODIC OFFERING" means an offering of Notes of a series from time
to time, the specific terms of which Notes, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance
of such Notes.

          "RECORD DATE" shall, unless otherwise specified in the applicable Note
Terms Certificate, mean the fifteenth calendar day (whether or not a
Business Day) immediately preceding the related Interest Payment Date with
respect to any Medium-Term Note.

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          "REDEMPTION PRICE" shall mean, with respect to a Medium-Term Note that
is redeemable prior to its Stated Maturity at the option of the Company, an
amount equal to the Initial Redemption Percentage specified in the
applicable Note Terms Certificate, as adjusted by any applicable Annual
Redemption Percentage Reduction, multiplied by the unpaid principal amount
to be redeemed.

          "SPREAD" shall mean the number of basis points to be added to or
subtracted from the related Interest Rate Basis or Bases applicable to a
Floating Rate Note.

          "SPREAD MULTIPLIER" shall mean the percentage of the related
Interest Rate Basis or Bases applicable to a Floating Rate Note by which such
Interest Rate Basis or Bases shall be multiplied to determine the applicable
interest rate on such Floating Rate Note.

          "STATED MATURITY" shall have the meaning ascribed to such term in
Section 2.01 of this First Supplemental Indenture.

          SECTION 1.03.  The rate of interest of a Floating Rate Note is
determined by reference to one or more of the CD Rate, the CMT Rate, the
Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal
Funds Rate, LIBOR, the Prime Rate and the Treasury Rate or such other interest
rate basis as may be specified in the Note Terms Certificate (each, an "INTEREST
RATE BASIS").  Each of the following terms is defined in EXHIBIT A attached
hereto and by this reference incorporated herein:  the "CD Rate," the "CMT
Rate," the "Commercial Paper Rate," the "Eleventh District Cost of Funds Rate,"
the "Federal Funds Rate," "LIBOR," the "Prime Rate," and the "Treasury Rate," as
well as each of the defined terms used in such definitions.

                                    ARTICLE TWO
                          General Terms and Conditions of
                               the Medium-Term Notes

          SECTION 2.01.  There shall be and is hereby authorized a series of
Notes designated the "Medium-Term Notes Due Nine Months or More From Date of
Issue, Series A," limited in aggregate principal amount to $500,000,000 (the
"MEDIUM-TERM NOTES") (or the equivalent thereof in one or more foreign or
composite currencies), which may be sold and issued from time to time as set
forth in any written order of the Company for the authentication and delivery
of Medium-Term Notes pursuant to Section 2.04(b) of the Indenture (a "NOTE
TERMS CERTIFICATE").  Forms of a Fixed Rate Note and a Floating Rate Note,
excluding in each case terms and provisions to be included therein pursuant
to a Note Terms Certificate, are attached hereto as EXHIBITS B-1 and B-2,
respectively, and by this reference incorporated herein.  The Medium-Term
Notes shall mature on their Stated Maturity, unless the principal thereof (or
any installment of principal thereof) becomes due and payable prior to such
Stated Maturity, whether by the declaration of acceleration of maturity,
notice of redemption at the option of the Company, notice of the holder's
option to elect repayment or otherwise.  The Medium-Term Notes may be
authenticated and issued in one or more issues or tranches of Medium-Term
Notes of like tenor and terms.  The entire series of Medium-Term Notes shall
be deemed to be subject to a Periodic Offering; the procedures for
authentication and delivery of one or more issues or tranches of Medium-Term
Notes subject to such Periodic Offering to which reference is made in Section
2.04 of the Indenture are set forth in the Administrative Procedures (the
"ADMINISTRATIVE PROCEDURES") authorized and adopted by the Board of Directors
of the Company and attached hereto as EXHIBIT B-3; and the Trustee, upon
compliance by the Company with the requirements of Section 2.04 of the
Indenture, shall authenticate and deliver Medium-Term Notes in accordance
with the Administrative Procedures.  To the extent that the terms of

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any such issue or tranche are not set forth in the Indenture, as supplemented
and amended by this First Supplemental Indenture, they shall be established
by means of the Note Terms Certificate.  In accordance with the procedures
set forth in the Indenture and the Administrative Procedures, and to the
extent the following terms and provisions are set forth in a Note Terms
Certificate:

          (a)  Each Medium-Term Note shall be dated a date determined in
     accordance with the Administrative Procedures, which date may vary among
     the Notes;

          (b)  each Medium-Term Note will mature on a day nine months or more
     from its date of issue (its "STATED MATURITY") determined in accordance
     with the Administrative Procedures, which Stated Maturity may vary among
     the Medium-Term Notes;

          (c)  each Medium-Term Note shall bear interest, if any, at a fixed
     rate (a "FIXED RATE NOTE") or at a floating rate (a "FLOATING RATE NOTE"),
     and the interest rate for a Fixed Rate Note or the Interest Rate Basis for
     determining the floating interest rate for a Floating Rate Note shall be
     established in accordance with the Administrative Procedures, which
     interest rate or Interest Rate Basis may vary among the Medium-Term Notes;

          (d)  interest on each Fixed Rate Note and each Floating Rate Note
     shall accrue from its date of issue;

          (e)  the floating interest rate on each Floating Rate Note shall be
     reset on such date or dates as shall be established in accordance with the
     Administrative Procedures, which date or dates may vary among the
     Medium-Term Notes;

          (f)  interest on each Medium-Term Note shall be payable in arrears on
     the date or dates specified therein and determined in accordance with the
     applicable Note Terms Certificate, which date or dates may vary among the
     Medium-Term Notes; provided that, unless otherwise specified in the
     applicable Note Terms Certificate, the Interest Reset Dates will be, in the
     case of Floating Rate Notes which reset:  (i) daily, each Business Day;
     (ii) weekly, the Tuesday of each week (except for weekly reset Floating
     Rate Notes as to which the Treasury Rate is an applicable Interest Rate
     Basis where the Interest Reset Date falls on an Interest Determination
     Date, such Interest Reset Date will be postponed to the next succeeding
     Business Day); (iii) monthly, the third Tuesday of each month (with the
     exception of monthly reset Floating Rate Notes as to which the Eleventh
     District Cost of Funds Rate is an applicable Interest Rate Basis, which
     will reset on the first calendar day of the month); (iv) quarterly, the
     third Tuesday of March, June, September and December of each year;
     (v) semiannually, the third Tuesday of the two months specified in the
     applicable Note Terms Certificate; and (vi) annually, the third Tuesday of
     the month specified in the applicable Note Terms Certificate; provided,
     however, that, with respect to Floating Rate/Fixed Rate Notes, the rate of
     interest thereon will not reset after the applicable Fixed Rate
     Commencement Date;

          (g)  each Medium-Term Note may be subject to redemption, in whole or
     in part, prior to its Stated Maturity at the option of the Company to the
     extent so provided in accordance with the Administrative Procedures; and

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          (h)  each Medium-Term Note may be subject to repayment, in whole or in
     part, prior to its Stated Maturity Date at the option of the holder thereof
     to the extent so provided in accordance with the Administrative Procedures.

          SECTION 2.02.  The Medium-Term Notes shall be issued either (i) as
Global Notes and registered in the name of the Depositary or its nominee,
subject to the appointment of a successor Depositary as provided in the
Indenture or (ii) in definitive form and registered in the name of the holder
thereof.  The Medium-Term Notes represented by the Global Notes will not be
exchangeable for, and will not otherwise be issuable as, Notes in
certificated form, except as provided in the Indenture.

          SECTION 2.03.  Unless otherwise specified in an applicable Note
Terms Certificate, the Medium-Term Notes created hereby shall be issued in
fully registered form, without interest coupons, in minimum denominations of
$100,000 and integral multiples of $1,000 in excess thereof.

          SECTION 2.04.  Unless otherwise specified in an applicable Note Terms
Certificate:

          (a)  Each interest-bearing Medium-Term Note shall bear interest from
     the date of its issue at the rate per annum, in the case of a Fixed Rate
     Note, or pursuant to the interest rate formula, in the case of a Floating
     Rate Note, in each case as specified in the Medium-Term Note;

          (b)  Interest payments in respect of Fixed Rate Notes and Floating
     Rate Notes shall be made in an amount equal to the interest accrued from
     and including the immediately preceding Interest Payment Date in respect of
     which interest has been paid or duly made available for payment (or from
     and including the date of issue, if no interest has been paid or duly made
     available for payment) to but excluding the applicable Interest Payment
     Date or the Stated Maturity, as the case may be (each, an "INTEREST
     PERIOD"); and

          (c)  Interest on Fixed Rate Notes and Floating Rate Notes will be paid
     in arrears on each Interest Payment Date and on the Stated Maturity.  The
     first payment of interest on any such Medium-Term Note originally issued
     between a Record Date and the related Interest Payment Date shall be made
     on the Interest Payment Date immediately following the next succeeding
     Record Date to the holder on such next succeeding Record Date.

Any such interest installment not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the registered
holder on the relevant Record Date, and may be paid to the person in whose name
the Medium-Term Note (or one or more predecessor Notes) is registered at the
close of business on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the
registered holders of the Medium-Term Notes not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Medium-Term Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

          SECTION 2.05.  Interest on Fixed Rate Notes will be payable on January
15 and July 15 of each year or on such other date or dates specified in the
applicable Note Terms Certificate (each, an "INTEREST PAYMENT DATE" with respect
to Fixed Rate Notes) and on the Stated Maturity with respect to all or part of
the principal thereof.  If any Interest Payment Date or the Stated Maturity of a
Fixed Rate Note falls on a day that is not a Business Day, the required payment
of principal, premium, if any, and/or interest will be made on the next
succeeding Business Day as if made on the date such payment was due,

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and no interest will accrue on such payment for the period from and after
such Interest Payment Date or the Stated Maturity, as the case may be, to the
date of such payment on the next succeeding Business Day.  Unless otherwise
specified in the applicable Note Terms Certificate, interest on Fixed Rate
Notes shall be computed on the basis of a 360-day year of twelve 30-day
months.

          SECTION 2.06.  Interest on Floating Rate Notes shall be payable on
the date or dates specified in the applicable Note Terms Certificate (each,
an "INTEREST PAYMENT DATE" with respect to Floating Rate Notes); provided
that, except as provided below or in the applicable Note Terms Certificate,
interest will be payable, in the case of Floating Rate Notes which reset:
(i) daily, weekly or monthly, on the third Tuesday of each month or on the
third Wednesday of March, June, September and December of each year, as
specified in the applicable Note Terms Certificate; (ii) quarterly, on the
third Tuesday of March, June, September and December of each year; (iii)
semiannually, on the third Tuesday of the two months of each year specified
in the applicable Note Terms Certificate; and (iv) annually, on the third
Tuesday of the month of each year specified in the applicable Note Terms
Certificate and, in each case, on the Stated Maturity.  Interest on Floating
Rate Notes shall be determined as follows:

          (a)  Any Floating Rate Note (a "REGULAR FLOATING RATE NOTE"), other
     than a Floating Rate/Fixed Rate Note, an Inverse Floating Rate Note or a
     Note that is subject to an addendum attached thereto or to
     "Other/Additional Provisions," shall, except as otherwise provided in the
     applicable Note Terms Certificate, bear interest at the rate determined by
     reference to the applicable Interest Rate Basis or Bases (i) plus or minus
     the applicable Spread, if any, and/or (ii) multiplied by the applicable
     Spread Multiplier, if any.  Commencing on the initial Interest Reset Date
     for such Note (the "INITIAL INTEREST RESET DATE"), the rate at which
     interest on such Regular Floating Rate Note shall be payable shall be reset
     as of each Interest Reset Date;

          (b)  If a Medium-Term Note is designated as a Floating Rate/Fixed Rate
     Note, such Medium-Term Note shall, except as otherwise provided in the
     applicable Note Terms Certificate, bear interest at the rate determined by
     reference to the applicable Interest Rate Basis or Bases (i) plus or minus
     the applicable Spread, if any, and/or (ii) multiplied by the applicable
     Spread Multiplier, if any.  Commencing on the Initial Interest Reset Date,
     the rate at which interest on such Floating Rate/Fixed Rate Note shall be
     payable shall be reset as of each Interest Reset Date; provided, however,
     that the interest rate in effect for the period commencing on, and
     including, the date specified in the applicable Note Terms Certificate (the
     "FIXED RATE COMMENCEMENT DATE") to the Stated Maturity shall be the Fixed
     Interest Rate, if such rate is specified in the Note Terms Certificate or,
     if no such Fixed Interest Rate is specified, the interest rate in effect
     thereon on the day immediately preceding the Fixed Rate Commencement Date;
     and

          (c)  If a Medium-Term Note is designated as an Inverse Floating Rate
     Note, such Medium-Term Note shall, except as otherwise provided in the
     applicable Note Terms Certificate, bear interest at the Fixed Interest Rate
     minus the rate determined by reference to the applicable Interest Rate
     Basis or Bases (i) plus or minus the applicable Spread, if any, and/or (ii)
     multiplied by the applicable Spread Multiplier, if any; provided, however,
     that, unless otherwise specified in the applicable Note Terms Certificate,
     the interest rate thereon shall not be less than zero.  Commencing on the
     Initial Interest Reset Date, the rate at which interest on such Inverse
     Floating Rate Note shall be payable shall be reset as of each Interest
     Reset Date;

provided, however, that, in each case, the interest rate in effect for the
period, if any, from the date of issue to the Initial Interest Reset Date shall
be the initial interest rate of such Medium-Term Note (the "INITIAL INTEREST
RATE").  Unless otherwise specified in an applicable Note Terms Certificate, the
interest

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rate in effect on each day shall be (i) if such day is an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding such Interest Reset Date or (ii) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.
If any Interest Reset Date for any Floating Rate Note would otherwise be a
day that is not a Business Day, such Interest Reset Date shall be postponed
to the next succeeding Business Day, except that in the case of a Floating
Rate Note as to which LIBOR is an applicable Interest Rate Basis and such
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.  If the Stated Maturity
of a Floating Rate Note falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on
the next succeeding Business Day as if made on the date such payment was due
and no interest will accrue on such payment for the period from and after the
Stated Maturity to the date of such payment on the next succeeding Business
Day.  Notwithstanding the foregoing, a Floating Rate Note may also have
either or both of the following: a maximum interest rate, or ceiling, that
may accrue during any Interest Period (a "MAXIMUM INTEREST RATE") and a
minimum interest rate, or floor, that may accrue during any Interest Period
(a "MINIMUM INTEREST RATE").  In addition to any Maximum Interest Rate that
may apply to any Floating Rate Note, the interest rate on Floating Rate Notes
will in no event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States law of general application.
Interest accrued on a Floating Rate Note shall be calculated by multiplying
its principal amount by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each
day in the applicable Interest Period.  Unless otherwise provided in the
applicable Note Terms Certificate, the interest factor for each such day
shall be computed by dividing the interest rate applicable to such day by
360, in the case of Floating Rate Notes for which an applicable Interest Rate
Basis is the CD Rate, the Commercial Paper Rate, the Eleventh District Cost
of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the
actual number of days in the year in the case of Floating Rate Notes for
which an applicable Interest Rate Basis is the CMT Rate or the Treasury Rate.
 Unless otherwise specified in the applicable Note Terms Certificate, if the
interest rate is to be calculated with reference to two or more Interest Rate
Bases, such interest rate shall be calculated in each Interest Period in the
same manner as if only the applicable Interest Rate Basis specified in the
applicable Note Terms Certificate applied.  All percentages resulting from
any calculation on Floating Rate Notes will be rounded to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from
such calculation on Floating Rate Notes will be rounded to the nearest cent
(with one-half cent being rounded upwards). If the Trustee hereunder is also
acting as Calculation Agent, the Calculation Agent will, at the request of
any holder of Medium-Term Notes, provide to such holder the interest rate
then in effect on the Medium-Term Notes and, if determined, the interest rate
which will become effective as of the next Interest Reset Date.

          SECTION 2.07.  To the extent an applicable Note Terms Certificate
provides for an Initial Redemption Date, Notes shall be redeemable on any date
on and after such Initial Redemption Date but prior to their Stated Maturity in
whole or in part at the option of the Company in accordance with the provisions
of Article Three of the Indenture; provided, however, that any partial
redemption of Notes shall be in increments of $100,000 or integral multiples of
$1,000 in excess of $100,000 and that any remaining principal amount thereof
shall be at least $100,000.  Any such redemption shall be at the applicable
Redemption Price, together with unpaid interest accrued to the date of
redemption.

          SECTION 2.08.  To the extent an applicable Note Terms Certificate
provides for one or more Optional Repayment Dates, Medium-Term Notes shall be
subject to repayment at the option of the holders thereof on any such Optional
Repayment Date in whole or in part; provided, however, that any

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partial repayment of Medium-Term Notes shall be in increments of $100,000 or
integral multiples of $1,000 in excess of $100,000 and that any remaining
principal amount thereof shall be at least $100,000.  Any such repayment
shall be at a repayment price of 100% of the unpaid principal amount to be
repaid on such Optional Repayment Date, together with unpaid interest accrued
to the date of repayment. For any Note to be repaid, such Note shall be
received, together with the form thereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its Corporate Trust Office not more than 60
nor less than 30 calendar days prior to the date of repayment.  Exercise of
such repayment option by the holder will be irrevocable.  In the case of a
repayment of a Note in part only, a new Note or Notes of like tenor and terms
for the unrepaid portion thereof shall be issued by the Company to the holder
thereof, without charge, upon the surrender of the partially repaid Note.

          SECTION 2.09.  All Medium-Term Notes issued hereunder and all
Medium-Term Notes issued upon registration of transfer of, or in exchange
for, such Medium-Term Notes, shall be subject to the restrictions on transfer
provided in Section 2.04, 2.05 and 2.06 of the Indenture and Exhibits C, D
and E of this First Supplemental Indenture and the legends set forth on the
Medium-Term Notes, PROVIDED that in the event of a conflict between such
legends and any provision of this First Supplemental Indenture and the
Indenture, such legends shall control.  Such restrictions on transfer and
legends shall not be removed except in accordance with the Indenture.

          SECTION 2.10.  The Medium-Term Notes shall be entitled to the
benefits of the Indenture and this First Supplemental Indenture, and the
holders of the Medium-Term Notes and the Trustee are entitled to the benefits
of the Support Agreement available to Lenders (as defined in the Support
Agreement), it being understood and agreed that the Medium-Term Notes
constitute Obligations (as defined in the Support Agreement) for purposes of
the Support Agreement.

          SECTION 2.11.  The covenants provided by Sections 4.06 and 4.09 of
the Indenture shall be applicable to the Medium-Term Notes.

                                   ARTICLE THREE
                              Original Issue of Notes

          Medium-Term Notes in the aggregate principal amount of $500,000,000
may, upon execution of this First Supplemental Indenture, or from time to
time thereafter, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Medium-Term Notes to or upon the delivery of the Note Terms Certificate to
the Trustee, signed by any Authorized Officer of the Company.

                                    ARTICLE FOUR
                              Miscellaneous Provisions

          SECTION 4.01.  Except as otherwise expressly provided in this First
Supplemental Indenture or in the forms of Medium-Term Notes or otherwise clearly
required by the context hereof or thereof, all terms used herein or in the forms
of Medium-Term Notes that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.

          SECTION 4.02.  The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed, and this
First Supplemental Indenture shall be deemed part of the Indenture in the manner
and to the extent herein and therein provided.

                                       9
<PAGE>

          SECTION 4.03.  The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof.  The Trustee makes no representation as to the
validity or sufficiency of this First Supplemental Indenture.

          SECTION 4.04.  THIS FIRST SUPPLEMENTAL INDENTURE AND EACH
MEDIUM-TERM NOTE SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THAT STATE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER
THAN SUCH SECTION 5-1401).

          SECTION 4.05.  Nothing in this First Supplemental Indenture or in
the Medium-Term Notes, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the holders, any
benefit or legal or equitable right, remedy or claim under this First
Supplemental Indenture.

          SECTION 4.06.  This First Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                                       10

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.

                              LG&E CAPITAL CORP.


                              By:_______________________________________
                                 Name:
                                 Title:

                              THE BANK OF NEW YORK,
                                as Trustee


                              By:________________________________
                                 Name:
                                 Title:


                                       11

<PAGE>

                                                                EXHIBIT A

                             INTEREST RATE DEFINITIONS

          Unless otherwise specified in the applicable Note Terms
Certificate, the Calculation Agent shall determine each Interest Rate Basis
in accordance with the following provisions.

          CD RATE.  Unless otherwise specified in the applicable Note Terms
Certificate, "CD Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined
with reference to the CD Rate (a "CD RATE INTEREST DETERMINATION DATE"), the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified in the applicable Note Terms Certificate
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication ("H.15(519)") under the heading "CDS (Secondary Market)," or if
not published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate on such CD Rate Interest Determination Date for negotiable
United States dollar certificates of deposit of the Index Maturity specified
in the applicable Note Terms Certificate as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" or any successor publication
("COMPOSITE QUOTATIONS") under the heading "Certificates of Deposit."  If
such rate is not yet published in either H.15(519) or Composite Quotations by
3:00 P.M., New York City time, on the related Calculation Date, then the CD
Rate on such CD Rate Interest Determination Date shall be calculated by the
Calculation Agent as the arithmetic mean of the secondary market offered
rates as of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date, of three leading nonbank dealers in negotiable United
States dollar certificates of deposit in The City of New York (which may
include the Agents or their affiliates) selected by the Calculation Agent for
negotiable United States dollar certificates of deposit of major United
States money center banks for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity specified in the applicable
Note Terms Certificate in an amount that is representative for a single
transaction in that market at that time; provided, however, that, if the
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined as of such CD Rate Interest
Determination Date shall be the CD Rate in effect immediately prior to such
CD Rate Interest Determination Date.

          CMT RATE.  Unless otherwise specified in the applicable Note Terms
Certificate, "CMT Rate" means, with respect to any Interest Determination
Date relating to a Floating Rate Note for which the interest rate is
determined with reference to the CMT Rate (a "CMT RATE INTEREST DETERMINATION
DATE"), the rate displayed on the Designated CMT Telerate Page under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Index Maturity for (i) if the Designated CMT Telerate Page is
7055, the rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the weekly or monthly average, as
specified in the applicable Note Terms Certificate, for the week or the
month, as applicable, ended immediately preceding the week or the month, as
applicable, in which the related CMT Rate Interest Determination Date falls.
If such rate is no longer displayed on the relevant page or is not displayed
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for such CMT Rate Interest Determination Date shall be such treasury
constant maturity rate for the Designated CMT Index Maturity for such CMT
Rate Interest Determination Date as published in H.15(519).  If such rate is
no longer published or is not published by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date shall be such treasury constant maturity rate for the
Designated CMT Index Maturity (or such other United States Treasury rate for
the Designated CMT Index Maturity) for such

<PAGE>

CMT Rate Interest Determination Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States
Department of the Treasury and as the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in H.15(519).  If such information is not provided by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT Rate
on the CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent as a yield to maturity, based on the arithmetic mean of the
secondary market offered rates as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date reported, according to
their written records, by three leading United States government securities
dealers in The City of New York (which may include the Agents or their
affiliates) (each, a "REFERENCE DEALER") selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("TREASURY NOTES") with an original maturity
of approximately the Designated CMT Index Maturity and a remaining term to
maturity of not less than such Designated CMT Index Maturity minus one year.
If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the CMT Rate on such CMT Rate Interest Determination Date shall
be calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market offered rates as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Index Maturity and a remaining term to maturity
closest to the Designated CMT Index Maturity and in an amount of at least
$100 million.  If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate shall be based on the
arithmetic mean of the offered rates obtained and neither the highest nor the
lowest of such quotes shall be eliminated; provided, however, that, if fewer
than three Reference Dealers so selected by the Calculation Agent are quoting
as mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date shall be the CMT Rate in effect on such CMT Rate
Determination Date.  If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Index Maturity, the Calculation Agent
shall obtain quotations for the Treasury Note with the shorter remaining term
to maturity.

          "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified in the
applicable Note Terms Certificate (or any other page as may replace such page
on such service) for the purpose of displaying Treasury Constant Maturities
as reported in H.15(519).  If no such page is specified in the applicable
Note Terms Certificate, the Designated CMT Telerate Page shall be 7052.

          "Designated CMT Index Maturity" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified in the applicable Note Terms Certificate with respect to
which the CMT Rate will be calculated or, if no such maturity is specified in
the applicable Note Terms Certificate, 2 years.

          COMMERCIAL PAPER RATE.  Unless otherwise specified in the
applicable Note Terms Certificate, "Commercial Paper Rate" means, with
respect to any Interest Determination Date relating to a Floating Rate Note
for which the interest rate is determined with reference to the Commercial
Paper Rate (a "COMMERCIAL PAPER RATE INTEREST DETERMINATION DATE"), the Money
Market Yield (as hereinafter defined) on such date of the rate for the
commercial paper having the Index

                                       2

<PAGE>

Maturity specified in the applicable Note Terms Certificate as published in
H.15(519) under the heading "Commercial Paper--Nonfinancial."  If such rate
is not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date shall be the Money Market Yield of the rate for commercial
paper having the Index Maturity specified in the applicable Note Terms
Certificate as published in Composite Quotations under the heading
"Commercial Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to an Index Maturity of 30 days or 90 days,
respectively).  If such rate is not yet published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate on such Commercial Paper
Rate Interest Determination Date shall be calculated by the Calculation Agent
as the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial paper in
The City of New York (which may include the Agents or their affiliates)
selected by the Calculation Agent for commercial paper having the Index
Maturity specified in the applicable Note Terms Certificate placed for an
Index Maturity specified in the applicable Note Terms Certificate placed for
an industrial issuer whose bond rating is "Aa," or the equivalent, from a
nationally recognized statistical rating organization; provided, however,
that, if the dealers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate determined as of such
Commercial Paper Rate Interest Determination Date will be the Commercial
Paper Rate in effect immediately prior to such Commercial Paper Rate Interest
Determination Date.

          "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

          Money Market Yield =  D X 360      x 100
                               ---------
                             360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the applicable Interest Reset Period.

          ELEVENTH DISTRICT COST OF FUNDS RATE.  Unless otherwise specified
in the applicable Note Terms Certificate, "Eleventh District Cost of Funds
Rate" means, with respect to any Interest Determination Date relating to a
Floating Rate Note for which the interest rate is determined with reference
to the Eleventh District Cost of Funds Rate (an "ELEVENTH DISTRICT COST OF
FUNDS RATE INTEREST DETERMINATION DATE"), the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding
the month in which such Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate page 7058 as of 11:00 A.M., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date.  If such rate does
not appear on Telerate Page 7058 on such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate on
such Eleventh District Cost of Funds Rate Interest Determination Date shall
be the monthly weighted average cost of funds paid by member institutions of
the Eleventh Federal Home Loan Bank District that was most recently announced
(the "INDEX") by the Federal Home Loan Bank ("FHLB") of San Francisco as such
cost of funds for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date.  If the FHLB of San
Francisco fails to announce the Index on or prior to such Eleventh District
Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination

                                       3
<PAGE>

Date will be the Eleventh District Cost of Funds Rate in effect on such
Eleventh District Cost of Funds Rate Interest Determination Date.

          "Telerate Page 7058" means the display designated as "7058" (or such
other page as may replace the 7058 page on that service for the purpose of
displaying the monthly weighted average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District) on the Dow Jones
Telerate Service (or any successor service).

          FEDERAL FUNDS RATE.  Unless otherwise specified in the applicable Note
Terms Certificate, "Federal Funds Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the interest rate
is determined with reference to the Federal Funds Rate (a "FEDERAL FUNDS RATE
INTEREST DETERMINATION DATE"), the rate on such date for United States dollar
federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate."  If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate
Interest Determination Date shall be calculated by the Calculation Agent as the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent prior to 9:00 A.M., New York City
time, on such Federal Funds Rate Interest Determination Date; provided, however,
that, if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such Federal
Funds Rate Interest Determination Date shall be the Federal Funds Rate in effect
on such Federal Funds Rate Interest Determination Date.

          LIBOR.  Unless otherwise specified in the applicable Note Terms
Certificate, "LIBOR" means the rate determined in accordance with the following
provisions:

          (i)  With respect to any Interest Determination Date relating to a
     Floating Rate Note for which the interest rate is determined with reference
     to LIBOR (a "LIBOR INTEREST DETERMINATION DATE"), LIBOR will be either:
     (a) if "LIBOR Reuters" is specified in the applicable Note Terms
     Certificate, the arithmetic mean of the offered rates (unless the
     Designated LIBOR Page by its terms provides only for a single rate, in
     which case such single rate shall be used) for deposits in Dollars having
     the Index Maturity specified in such Note Terms Certificate, commencing on
     the applicable Interest Reset Date, that appear (or, if only a single rate
     is required as aforesaid, appears) on the Designated LIBOR Page as of
     11:00 A.M., London time, on such LIBOR Interest Determination Date, or
     (b) if "LIBOR Telerate" is specified in the applicable Note Terms
     Certificate or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified
     in the applicable Note Terms Certificate as the method for calculating
     LIBOR, the rate for deposits in Dollars having the Index Maturity specified
     in such Note Terms Certificate, commencing on such Interest Reset Date,
     that appears on the Designated LIBOR Page  as of 11:00 A.M., London time,
     on such LIBOR Interest Determination Date.  If fewer than two such offered
     rates so appear, or if no such rate so appears, LIBOR on such LIBOR
     Interest Determination Date shall be determined in accordance with the
     provisions described in clause (ii) below.

          (ii)  With respect to a LIBOR Interest Determination Date on which
     fewer than two offered rates appear, or if no rate appears, as the case may
     be, on the Designated LIBOR Page as specified in clause (i) above, the
     Calculation Agent will request the principal London offices of

                                       4
<PAGE>

     each of four major reference banks (which may include affiliates of
     the Agents) in the London interbank market, as selected by the Calculation
     Agent, to provide the Calculation Agent with its offered quotations for
     deposits in Dollars for the period of the Index Maturity specified in the
     applicable Note Terms Certificate, commencing on the applicable Interest
     Reset Date, to prime banks in the London interbank market at
     approximately 11:00 A.M., London time, on such LIBOR Interest Determination
     Date and in a principal amount that is not less than $1,000,000 and is
     representative for a single transaction in such market at such time.  If
     at least two such quotations are provided, then LIBOR determined on
     such LIBOR Interest Determination Date will be the arithmetic mean of
     such quotations.  If fewer than two such quotations are so provided,
     then LIBOR on such LIBOR Interest Determination Date shall be the
     arithmetic mean of the rates quoted in The City of New York at
     approximately 11:00 A.M., New York City time, on such LIBOR Interest
     Determination Date by three major banks (which may include
     affiliates of the Agents) in The City of New York, selected by the
     Calculation Agent for loans in Dollars to leading European banks, having
     the Index Maturity specified in the applicable Note Terms Certificate and
     in a principal amount that is not less than $1,000,000 and is
     representative for a single transaction in such market at such time;
     provided, however, that, if the banks so selected by the Calculation Agent
     are not quoting as mentioned in this sentence, LIBOR determined as of such
     LIBOR Interest Determination Date shall be LIBOR in effect immediately
     prior to such LIBOR Interest Determination Date.

     "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in the
applicable Note Terms Certificate, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified in each Note Terms
Certificate (or any other page as may replace such page on such service) for the
purpose of displaying the London interbank rates of major banks for Dollars, or
(b) if "LIBOR Telerate" is specified in the applicable Note Terms Certificate or
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable Note
Terms Certificate as the method for calculating LIBOR, the display on the Dow
Jones Markets Limited (or any successor service) on the page specified in such
Note Terms Certificate (or any other page as may replace such page on such
service) for the purpose of displaying the London interbank rates of major banks
for the Dollars.

          PRIME RATE.  Unless otherwise specified in the applicable Note Terms
Certificate, "Prime Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with
reference to the Prime Rate (a "PRIME RATE INTEREST DETERMINATION DATE"), the
rate on such date as such rate is published in H.15(519) under the heading "Bank
Prime Loan".  If such rate is not published prior to 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate shall be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as hereinafter defined) as such
bank's prime rate or base lending rate as in effect for such Prime Rate Interest
Determination Date.  If fewer than four such rates appear on the Reuters Screen
USPRIME1 Page for such Prime Rate Interest Determination Date, then the Prime
Rate on such Prime Rate Interest Determination Date shall be the arithmetic mean
of the prime rates or base lending rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on such Prime Rate Interest Determination Date by four major money center banks
(which may include affiliates of the Agents) in The City of New York selected by
the Calculation Agent.  If fewer than four such quotations are so provided, then
the Prime Rate on such Prime Rate Interest Determination Date shall be the
arithmetic mean of four prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City of New York by
the major money center banks, if any, that have provided such quotations and by
a reasonable number of substitute banks or trust companies (which may include
affiliates of the Agents) to

                                       5
<PAGE>

obtain four such prime rate quotations, provided that such substitute banks
or trust companies are organized and doing business under the laws of the
United States, or any State thereof, each having total equity capital of at
least $500 million and being subject to supervision or examination by Federal
or State authority, selected by the Calculation Agent to provide such rate or
rates; provided, however, that, if the banks or trust companies so selected
by the Calculation Agent are not quoting as mentioned in this sentence, the
Prime Rate determined as of such Prime Rate Interest Determination Date shall
be the Prime Rate in effect on such Prime Rate Interest Determination Date.

          "Reuters Screen USPRIME1 Page" means the display on the Reuter Monitor
Money Rate Service (or any successor service) on the "USPRIME1" page (or such
other page as may replace the USPRIME1 page on such service) for the purpose of
displaying prime rates or base lending rates of major United States banks.

          TREASURY RATE.  Unless otherwise specified in the applicable Note
Terms Certificate, "Treasury Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the interest rate
is determined by reference to the Treasury Rate (a "TREASURY RATE INTEREST
DETERMINATION DATE"), the rate from the auction held on such Treasury Rate
Interest Determination Date (the "AUCTION") of direct obligations of the United
States ("TREASURY BILLS") having the Index Maturity specified in the applicable
Note Terms Certificate, as such rate is published in H.15(519) under the heading
"Treasury Bills-auction average (investment)" or, if not published by 3:00 P.M.,
New York City time, on the related Calculation Date, the auction average rate of
such Treasury Bills (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury.  If the results of
the Auction of Treasury Bills having the Index Maturity specified in the
applicable Note Terms Certificate are not reported as provided by 3:00 P.M., New
York City time, on the related Calculation Date or if no such Auction is held,
then the Treasury Rate will be calculated by the Calculation Agent as a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date, of three leading United
States government securities dealers (which may include the Agents or their
affiliates) selected by the Calculation Agent, for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity specified in the
applicable Note Terms Certificate; provided, however, that, if the dealers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Treasury Rate determined as of such Treasury Rate Interest Determination
Date will be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.

OTHER/ADDITIONAL PROVISIONS; ADDENDUM

     Any provisions with respect to the Medium-Term Notes, including the
specification and determination of one or more Interest Rate Bases, the
calculation of the interest rate applicable to a Floating Rate Note, the
Interest Payment Dates, the Stated Maturity Date, any redemption or repayment
provisions or any other term relating thereto, may be modified and/or
supplemented as specified under "Other/Additional Provisions" on the face
thereof or in an addendum relating thereto, if so specified on the face thereof
and described in the applicable Note Terms Certificate.

AMORTIZING NOTES

     The Company may from time to time offer Medium-Term Notes ("AMORTIZING
NOTES") with the amount of principal thereof and interest thereon payable in
installments over the term of such Medium-

                                       6
<PAGE>

Term Notes.  Unless otherwise specified in the applicable Note Terms
Certificate, interest on each Amortizing Note will be computed on the basis
of a 360-day year of twelve 30-day months. Payments with respect to
Amortizing Notes will be applied first to interest due and payable thereon
and then to the reduction of the unpaid principal amount thereof.  Further
information concerning additional terms and provisions of Amortizing Notes
will be specified in the applicable Note Terms Certificate, including a table
setting forth repayment information for such Amortizing Notes.

                                       7
<PAGE>

                                                                EXHIBIT B-1


                             [Form of Fixed Rate Note]

<PAGE>


                                                                EXHIBIT B-2


                            [Form of Floating Rate Note]


<PAGE>
                                                                EXHIBIT B-3


                            [Administrative Procedures]




<PAGE>
                                                                EXHIBIT C



                          FORM OF TRANSFER CERTIFICATE
              FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE
                      TO RESTRICTED REGULATION S GLOBAL NOTE
                      (Transfers or exchanges pursuant to
                      Section 2.06(b)(ii) of the Indenture)



The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York  10286

Attention:  Corporate Trust Trustee Administration


                 Re:  LG&E Capital Corp. ___________ (the "Notes")

          Reference is hereby made to the Indenture dated as of January 15,
1998 (the "Indenture") between LG&E Capital Corp. and The Bank of New York,
as Trustee, as supplemented by the First Supplemental Indenture dated as of
January 15, 1998.  Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

          This letter relates to $__________________ principal amount of the
Notes which are held in the form of the Rule 144A Global Note (CUSIP No.
[__________] with the Depositary in the name of [insert name of transferor]
(the "Transferor").  The Transferor has requested a transfer or exchange of
such beneficial interest in the Notes for an interest in the Restricted
Regulation S Global Note (CINS No. ___________) to be held with [Euroclear]
[Cedel Bank](Common Code _____________) through the Depositary.

          In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such transfer or exchange has been
effected in accordance with the transfer restrictions set forth in the
Indenture and the Notes and pursuant to and in accordance with Regulation S
under the Securities Act, and accordingly the Transferor does hereby certify
that:

          (1)  the offer of the Notes was not made to a person in the United
     States;

          [(2)  at the time the buy order was originated, the transferee was an
     institutional accredited investor outside the United States or the
     Transferor and any person acting on its behalf reasonably believed that the
     transferee was an institutional accredited investor outside the United
     States,]*

          [(2)  the transaction was executed in, on or through the facilities of
     a designated offshore securities market and neither the Transferor nor any
     person acting on its behalf knows that the transaction was pre-arranged
     with a buyer in the United States,]*

                                       C-1
<PAGE>

          (3)  no directed selling efforts have been made in contravention of
     the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
     and

          (4)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

                              [Insert Name of Transferor]


                              By:____________________________________
                                 Name:
                                 Title:



Dated:_____________________, 199_

cc:  LG&E Capital Corp.





____________________

*    Insert one of these two provisions, which come from the definition of
     "offshore transactions" in Regulation S.

                                       C-2
<PAGE>




                                                                EXHIBIT D



                            FORM OF TRANSFER CERTIFICATE
                FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE
                      TO UNRESTRICTED REGULATION S GLOBAL NOTE
                        (Exchanges or transfers pursuant to
                       Section 2.06(b)(iii) of the Indenture)



The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York  10286
Attention:  Corporate Trust Trustee Administration


                 Re:  LG&E Capital Corp. ___________ (the "Notes")

          Reference is hereby made to the Indenture dated as of January 15,
1998 (the "Indenture") between LG&E Capital Corp. and The Bank of New York,
as Trustee, as supplemented by the First Supplemental Indenture dated as of
January 15, 1998.  Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

          This letter relates to $__________________ principal amount of the
Notes which are held in the form of the Rule 144A Global Note (CUSIP No.
[__________] with the Depositary in the name of [insert name of transferor]
(the "Transferor").  The Transferor has requested an exchange or transfer of
such beneficial interest in the Notes for an interest in the Unrestricted
Regulation S Global Security (CUSIP No. ___________).

          In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such transfer or exchange has been
effected in accordance with the transfer restrictions set forth in the
Indenture and the Notes and:

(i) with respect to transfers made in reliance on Regulation S under the
Securities Act, the Transferor does hereby certify that:

          (1)  the offer of the Notes was not made to a person in the United
     States;

          [(2)  at the time the buy order was originated, the transferee was an
     institutional accredited investor outside the United States or the
     Transferor and any person acting on its behalf reasonably believed that the
     transferee was an institutional accredited investor outside the United
     States,]*

          [(2)  the transaction was executed in, on or through the facilities of
     a designated offshore securities market and neither the Transferor nor any
     person acting on its behalf knows that the transaction was pre-arranged
     with a buyer in the United States,]*

                                       D-1
<PAGE>

          (3)  no directed selling efforts have been made in contravention of
     the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
     and

          (4)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

(ii)  with respect to transfers made in reliance on Rule 144 under the
Securities Act, certify that the Notes are being transferred in a transaction
permitted by Rule 144 under the Securities Act,

(iii)  with respect to transfers made in reliance on another exemption from the
Securities Act, the following is the basis for the exemption: _______________,
and

(iv)  with respect to an exchange, either (x) the Note being exchanged is not a
"restricted security" as defined in Rule 144 under the Securities Act or (u) the
exchange is being made to facilitate a contemporaneous transfer that complies
with Section 2.06(b)(iii) of the Indenture.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

                              [Insert Name of Transferor]


                              By:____________________________________
                                 Name:
                                 Title:

Dated:_____________________, 199_

cc:  LG&E Capital Corp.

____________________

*    Insert one of these two provisions, which come from the definition of
     "offshore transactions" in Regulation S.

                                       D-2
<PAGE>


                                                                EXHIBIT E




             FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM
          RESTRICTED REGULATION S GLOBAL NOTE OR UNRESTRICTED REGULATION S
                        GLOBAL NOTE TO RULE 144A GLOBAL NOTE
                        (Exchanges or transfers pursuant to
                       Section 2.06(b)(iv) of the Indenture)




The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York  10286

Attention:  Corporate Trust Trustee Administration


                 Re:  LG&E Capital Corp. ____________ (the "Notes")

          Reference is hereby made to the Indenture dated as of January 15,
1998 (the "Indenture") between LG&E Capital Corp. and The Bank of New York,
as Trustee, as supplemented by the First Supplemental Indenture dated as of
January 15, 1998.  Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

          This letter relates to $__________________ principal amount of the
Notes which are held in the form of [the [Restricted] [Unrestricted]
Regulation S Global Note with [Euroclear] [Cedel Bank] (Common Code
_____________)] [with the Depositary (CUSIP No. _______)] in the name of
[insert name of transferor](the "Transferor").  The Transferor has requested
a transfer or exchange of such beneficial interest for an interest in the
Rule 144A Global Note.

          In connection with such request, and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred or
exchanged in accordance with (i) the transfer restrictions set forth in the
Indenture and the Notes and (ii) Rule 144A under the Securities Act to a
transferee that the Transferor reasonably believes is purchasing the Notes
for its own account or an account with respect to which the transferee
exercises sole investment discretion and the transferee and any such account
is a "qualified institutional buyer" within the meaning of Rule 144A, in each
case in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or any
other jurisdiction.

          This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer.

                              [Insert Name of Transferor]

                                       E-1
<PAGE>


                              By:____________________________________
                                 Name:
                                 Title:



Dated:_____________________, 199_

cc:  LG&E Capital Corp.

                                       E-2