<PAGE>

                                                                  Exhibit 10.72











                                 LG&E CAPITAL CORP.

                                        AND


                               THE BANK OF NEW YORK,
                                     AS TRUSTEE


                                   ______________


                                     INDENTURE

                            DATED AS OF JANUARY 15, 1998

                                   ______________


                                       NOTES







<PAGE>

                               TABLE OF CONTENTS*
<TABLE>
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<S>                                                                              <C>
PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

                                     RECITALS:

Purpose of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Compliance with legal requirements . . . . . . . . . . . . . . . . . . . . . . . . .1
Purpose of and consideration for Indenture . . . . . . . . . . . . . . . . . . . . .1

ARTICLE ONE   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

     SECTION 1.01.  Certain Terms Defined. . . . . . . . . . . . . . . . . . . . . .2
          "Accredited Investor Notes". . . . . . . . . . . . . . . . . . . . . . . .2
          "Affiliate". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
          "Agent Members". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
          "Attributable Debt". . . . . . . . . . . . . . . . . . . . . . . . . . . .2
          "Authenticating Agent" . . . . . . . . . . . . . . . . . . . . . . . . . .2
          "Authorized Officer" . . . . . . . . . . . . . . . . . . . . . . . . . . .2
          "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          "Board Resolution" . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          "Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          "Capitalized Lease". . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          "Cedel". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          "Certificate of Authentication". . . . . . . . . . . . . . . . . . . . . .3
          "Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          "Company". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          "Consolidated Current Liabilities" . . . . . . . . . . . . . . . . . . . .3
          "Consolidated Net Tangible Assets" . . . . . . . . . . . . . . . . . . . .3
          "Consolidated Total Assets". . . . . . . . . . . . . . . . . . . . . . . .3
          "Corporate Trust Office" . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Default". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Depositary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Dollars" or "$" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Energy Corp." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Euroclear". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Federal Bankruptcy Code". . . . . . . . . . . . . . . . . . . . . . . . .4
</TABLE>

                                       ii
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<CAPTION>
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<S>                                                                              <C>
          "GAAP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Global Note". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
          "Governmental Obligations" . . . . . . . . . . . . . . . . . . . . . . . .4
          "Indebtedness" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
          "Indenture". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
          "Intangible Assets". . . . . . . . . . . . . . . . . . . . . . . . . . . .5
          "Interest Payment Date". . . . . . . . . . . . . . . . . . . . . . . . . .5
          "Legend" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
          "LG&E" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
          "Lien" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
          "Material Consolidated Subsidiary" . . . . . . . . . . . . . . . . . . . .5
          "Non-Recourse Indebtedness". . . . . . . . . . . . . . . . . . . . . . . .6
          "Note" or "Notes". . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
          "Note Register" and "Note Registrar" . . . . . . . . . . . . . . . . . . .6
          "Noteholder," "holder of Notes," "registered holder" . . . . . . . . . . .6
          "Officer's Certificate". . . . . . . . . . . . . . . . . . . . . . . . . .6
          "Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . . . . .6
          "Original Issue Date". . . . . . . . . . . . . . . . . . . . . . . . . . .6
          "Outstanding". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
          "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
          "Predecessor Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
          "Regulation S" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Relevant Parties" . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Responsible Officer". . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Restricted Regulation S Global Note". . . . . . . . . . . . . . . . . . .7
          "Rule 144" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Rule 144A". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Rule 144A Global Note". . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Rule 144A Information". . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Sale and Leaseback Transaction" . . . . . . . . . . . . . . . . . . . . .7
          "Securities Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Stated Maturity". . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Support Agreement". . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Trade Obligations". . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          "Trust Indenture Act". . . . . . . . . . . . . . . . . . . . . . . . . . .8
          "Trustee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
          "Unrestricted Regulation S Global Note". . . . . . . . . . . . . . . . . .8
</TABLE>

                                      iii
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                                                                                 ----
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ARTICLE TWO The Notes and the Support Agreement. . . . . . . . . . . . . . . . . . .8

     SECTION 2.01.  Amount Unlimited; Issuable in Series.. . . . . . . . . . . . . .8
     SECTION 2.02.  Form of Notes. . . . . . . . . . . . . . . . . . . . . . . . . 10
     SECTION 2.03.  Denominations, Interest and Principal. . . . . . . . . . . . . 13
     SECTION 2.04.  Printing, Execution and Authentication of Notes. . . . . . . . 15
     SECTION 2.05.  Global Notes . . . . . . . . . . . . . . . . . . . . . . . . . 16
     SECTION 2.06   Registration, Registration of Transfer and Exchange. . . . . . 17
     SECTION 2.07.  Temporary Notes. . . . . . . . . . . . . . . . . . . . . . . . 22
     SECTION 2.08.  Mutilated, Destroyed, Lost and Stolen Notes. . . . . . . . . . 22
     SECTION 2.09.  Cancellations. . . . . . . . . . . . . . . . . . . . . . . . . 23
     SECTION 2.10.  Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . 23
     SECTION 2.11.  Authenticating Agent.. . . . . . . . . . . . . . . . . . . . . 23
     SECTION 2.12.  CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . 24
     SECTION 2.13.  Support Agreement. . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE THREE Redemption of Notes, Repayment at the Option of the Holder . . . . . 24

     SECTION 3.01.  Redemption of Notes; Repayment at the Option of the
          Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     SECTION 3.02.  Notices of Redemption. . . . . . . . . . . . . . . . . . . . . 25
     SECTION 3.03.  Presentation and Surrender of Notes. . . . . . . . . . . . . . 26
     SECTION 3.04.  Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . 26
     SECTION 3.05.  Satisfaction of Sinking Fund Payment.. . . . . . . . . . . . . 26
     SECTION 3.06.  Redemption of Securities for Sinking Fund. . . . . . . . . . . 27
</TABLE>

                                       iv
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ARTICLE FOUR Particular Covenants of the Company . . . . . . . . . . . . . . . . . 27

     SECTION 4.01.  Payment of Principal, Premium and Interest . . . . . . . . . . 27
     SECTION 4.02.  Maintenance of Office and Agency . . . . . . . . . . . . . . . 27
     SECTION 4.03.  Money for Note Payments to be held in Trust. . . . . . . . . . 27
     SECTION 4.04.  Appointment of Trustee.. . . . . . . . . . . . . . . . . . . . 28
     SECTION 4.05.  Consolidation, Merger or Sale. . . . . . . . . . . . . . . . . 28
     SECTION 4.06.  Limitation on Liens. . . . . . . . . . . . . . . . . . . . . . 29
     SECTION 4.07.  Certificate to Trustee . . . . . . . . . . . . . . . . . . . . 30
     SECTION 4.08.  Reports by the Company . . . . . . . . . . . . . . . . . . . . 30
     SECTION 4.09.  Restrictions on Sales and Leasebacks . . . . . . . . . . . . . 31
     SECTION 4.10.  Support Agreement. . . . . . . . . . . . . . . . . . . . . . . 32


ARTICLE FIVE Noteholders' Lists and Reports by the Company . . . . . . . . . . . . 32

     SECTION 5.01.  Company to Furnish Trustee Names and Addresses of
          Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     SECTION 5.02.  Information from Trustee . . . . . . . . . . . . . . . . . . . 32
ARTICLE SIX Remedies of the Trustee and Noteholders. . . . . . . . . . . . . . . . 33

     SECTION 6.01.  Event of Default Defined; Acceleration of Maturity;
          Waiver of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     SECTION 6.02.  Collection of Indebtedness by Trustee; Trustee May
          Prove Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     SECTION 6.03.  Application of Proceeds. . . . . . . . . . . . . . . . . . . . 38
     SECTION 6.04.  Limitation of Suits by Noteholders.. . . . . . . . . . . . . . 38
     SECTION 6.05.  Powers and Remedies Cumulative; Delay or Omission
          Not Waiver of Default. . . . . . . . . . . . . . . . . . . . . . . . . . 39
     SECTION 6.06.  Control by Noteholders . . . . . . . . . . . . . . . . . . . . 39
     SECTION 6.07.  Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . 40
     SECTION 6.08.  Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . 40
</TABLE>

                                       v
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ARTICLE SEVEN Concerning the Trustee . . . . . . . . . . . . . . . . . . . . . . . 41

     SECTION 7.01.  Duties and Responsibilities of the Trustee Prior to and
          During Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . 41
     SECTION 7.02.  Certain Rights of the Trustee. . . . . . . . . . . . . . . . . 42
     SECTION 7.03.  Trustee Not Responsible for Recitals, Disposition of
          Securities or Application of Proceeds Thereof. . . . . . . . . . . . . .43
     SECTION 7.04.  Trustee and Agents May Hold Securities; Collections,
          etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     SECTION 7.05.  Moneys Held by Trustee . . . . . . . . . . . . . . . . . . . . 43
     SECTION 7.06.  Compensation and Indemnification of Trustee and its
          Prior Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
     SECTION 7.07.  Right of Trustee to Rely on Officer's Certificate, etc.. . . . 44
     SECTION 7.08.  Conflicting Interest . . . . . . . . . . . . . . . . . . . . . 44
     SECTION 7.09.  Persons Eligible for Appointment as Trustee. . . . . . . . . . 45
     SECTION 7.10.  Resignation and Removal; Appointment of Successor
          Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
     SECTION 7.11.  Acceptance of Appointment by Successor . . . . . . . . . . . . 46
     SECTION 7.12.  Merger, Conversion, Consolidation or Succession to
          Business of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
     SECTION 7.13.  Preferential Collection of Claims Against Company. . . . . . . 48
ARTICLE EIGHT Concerning the Noteholders . . . . . . . . . . . . . . . . . . . . . 48

     SECTION 8.01.  Acts of Noteholders. . . . . . . . . . . . . . . . . . . . . . 48
     SECTION 8.02.  Trustee May Require Proof of Ownership . . . . . . . . . . . . 48
     SECTION 8.03.  Noteholders to be Treated as Owners. . . . . . . . . . . . . . 49
     SECTION 8.04.  Notes Held by Company Deemed Not Outstanding . . . . . . . . . 49
     SECTION 8.05.  Right of Revocation of Action Taken. . . . . . . . . . . . . . 49
</TABLE>

                                       vi
<PAGE>

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<CAPTION>
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                                                                                 ----
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ARTICLE NINE Supplemental Indentures; Amendments to Support Agreement. . . . . . . 50

     SECTION 9.01.  Supplemental Indentures Without Consent of Noteholders . . . . 50
     SECTION 9.02.  Supplemental Indentures With Consent of Noteholders. . . . . . 51
     SECTION 9.03.  Effect of Supplemental Indenture . . . . . . . . . . . . . . . 51
     SECTION 9.04.  Notation of Notes in Respect of Supplemental Indenture . . . . 52
     SECTION 9.05.  Documents to be Given to Trustee . . . . . . . . . . . . . . . 52
     SECTION 9.06.  Amendments to Support Agreement. . . . . . . . . . . . . . . . 52
ARTICLE TEN Consolidation, Merger and Sale . . . . . . . . . . . . . . . . . . . . 53

     SECTION 10.01. Consolidation, Merger and Sale of Substantially
             all of Company's Assets . . . . . . . . . . . . . . . . . . . . . . . 53
     SECTION 10.02.  Successor Corporation Substituted . . . . . . . . . . . . . . 54
     SECTION 10.03.  Opinion of Counsel to Trustee . . . . . . . . . . . . . . . . 54
</TABLE>

                                       vii
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ARTICLE ELEVEN Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . 55

     SECTION 11.01.  Satisfaction and Discharge of Indenture . . . . . . . . . . . 55
     SECTION 11.02.  Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . 55
     SECTION 11.03.  Defeasance and Discharge. . . . . . . . . . . . . . . . . . . 56
     SECTION 11.04.  Deposited Money and Governmental Obligations to be
          Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     SECTION 11.05.  Deposited Moneys Held in Trust. . . . . . . . . . . . . . . . 56
     SECTION 11.06.  Repayment to the Company; Miscellaneous . . . . . . . . . . . 56
ARTICLE TWELVE Immunity of Incorporators, Stockholders, Officers . . . . . . . . . 57

     SECTION 12.01.  Incorporators, Stockholders, Officers and Directors of
             Company Exempt from Individual Liability. . . . . . . . . . . . . . . 57
</TABLE>

                                       viii
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ARTICLE THIRTEEN Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . . 57

     SECTION 13.01.  Successors and Assigns of Company Bound by Indenture. . . . . 57
     SECTION 13.02.  Acts by Successors and Assigns of Company . . . . . . . . . . 57
     SECTION 13.03.  Notices and Demands on Company, Trustee and
          Noteholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
     SECTION 13.04.  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . 58
     SECTION 13.05.  Officer's Certificates and Opinions of Counsel;
              Statements to be Contained Therein . . . . . . . . . . . . . . . . . 58
     SECTION 13.06.  Opinion of Counsel Required . . . . . . . . . . . . . . . . . 58
     SECTION 13.07.  Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . 59
     SECTION 13.08.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 59
     SECTION 13.09.  Separability Clause . . . . . . . . . . . . . . . . . . . . . 59
     SECTION 13.10.  Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>
-------------------------
*     This Table of Contents does not constitute part of the Indenture and
should not have any bearing upon the interpretation of any of its terms or
provisions.






                                       ix
<PAGE>


EXHIBIT A      FORM OF NOTE

EXHIBIT B      FORM OF RESTRICTED PERIOD CERTIFICATE

EXHIBIT C      FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM RULE
               144A GLOBAL NOTE OR ACCREDITED INVESTOR NOTE TO RESTRICTED
               REGULATION S GLOBAL NOTE

EXHIBIT D      FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM RULE
               144A GLOBAL NOTE TO UNRESTRICTED REGULATION S GLOBAL NOTE

EXHIBIT E      FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM
               RESTRICTED REGULATION S GLOBAL NOTE, UNRESTRICTED REGULATION S
               GLOBAL NOTE OR ACCREDITED INVESTOR NOTE TO RULE 144A GLOBAL NOTE

EXHIBIT F      FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM RULE
               144A GLOBAL NOTE, RESTRICTED REGULATION S GLOBAL NOTE OR
               UNRESTRICTED REGULATION S GLOBAL NOTE TO ACCREDITED INVESTOR NOTE

EXHIBIT G      SUPPORT AGREEMENT

                                       x
<PAGE>

                    THIS INDENTURE, dated as of the 15th day of January,
1998, 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"):

                    WHEREAS, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of notes and other
evidences of Indebtedness (hereinafter referred to as the "NOTES"), in an
unlimited aggregate principal amount to be issued from time to time in one or
more series as in this Indenture provided as registered Notes without
coupons, to be authenticated by the certificate of the Trustee;

                    WHEREAS, to provide the terms and conditions upon which
the Notes are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture;

                    WHEREAS, the Notes and the certificate of authentication
to be borne by the Notes (the "CERTIFICATE OF AUTHENTICATION") are to be
substantially in such forms as may be approved by the Board of Directors (as
defined below) or set forth in any indenture supplemental to this Indenture;
and

                    WHEREAS, the Company and LG&E Energy Corp., a Kentucky
corporation and the parent of the Company ("ENERGY CORP."), have entered into
a Support Agreement, dated as of September 5, 1997 (as such Support Agreement
may be hereafter amended, modified or supplemented from time to time in
accordance with its terms and the provisions of this Indenture, the "SUPPORT
AGREEMENT"), a copy of which is attached as EXHIBIT G hereto, pursuant to
which Energy Corp. will agree, if, and only if, the obligation to do so is
made applicable pursuant to any indenture supplemental hereto relating to a
particular series of Notes hereunder, to provide funds to the Company in an
amount sufficient to permit the Company to make timely payment of principal
of and premium, if any, and interest on such series of Notes;

                    WHEREAS, all things necessary to make this Indenture the
valid, binding and legal obligations of the Company, and to constitute these
presents a valid indenture and agreement according to its terms, have been
done and performed or will be done and performed prior to the issuance of the
Notes, and the execution of this Indenture and the issuance hereunder of the
Notes have been or will be prior to issuance in all respects duly authorized,
and the Company, in the exercise of the legal right and power in it vested,
executes this Indenture and proposes to make, execute, issue and deliver the
Notes;

                    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                    That in consideration of the premises, of the purchase
and acceptance of the Notes by the holders thereof, the Company covenants and
agrees with the Trustee, for the equal and proportionate benefit (subject to
the provisions of this Indenture) of the respective holders from time to time
of the Notes, without any discrimination, preference or priority of any one
Note over any other by reason of priority in the time of issue, sale or
negotiation thereof, or otherwise, except as provided herein, as follows:

<PAGE>

                                   ARTICLE ONE

                                   Definitions

                    SECTION 1.01.  CERTAIN TERMS DEFINED.

               (a)  The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, any Board Resolution and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section.  All other terms used in this Indenture which are defined in
the Trust Indenture Act, or which are by reference in the Trust Indenture Act
defined in the Securities Act (except as herein otherwise expressly provided
or unless the context otherwise requires), shall have the meanings assigned
to such terms in the Trust Indenture Act and in the Securities Act as in
force at the date of the execution of this instrument.

                    "Accredited Investor Notes" has the meaning set forth in
Section 2.02(d).

                    "Affiliate" of any specified person means any other
Person directly or indirectly controlling or controlled by or under direct of
indirect common control with such specified Person.  For the purposes of this
definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                    "Agent Members" has the meaning set forth in Section
2.02(e)(ii).

                    "Attributable Debt" means, as to any particular Sale and
Leaseback Transaction, at the time of determination, the present value
(discounted at the rate per annum of 10%, compounded semiannually) of the
obligation of the lessee of the property subject to such Sale and Leaseback
Transaction for rental payments under the remaining term of the lease
included in such transaction, including any period for which such lease has
been extended or may, at the option of the lessor, be extended or until the
earliest date on which the lessee may terminate such lease upon payment of a
penalty (in which case the rental payments shall include such penalty), after
excluding all amounts required to be paid on account of maintenance and
repairs, insurance, taxes, assessments, water, utilities and similar charges.

                    "Authenticating Agent" means an authenticating agent with
respect to all or any series of the Notes, as the case may be, appointed with
respect to all or any series of the Notes, as the case may be, by the Trustee
pursuant to Section 2.11.

                    "Authorized Officer" means the Chief Executive Officer,
the President, a Vice President, the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary
of the Company.

                                       2
<PAGE>

                    "Board of Directors" means the Board of Directors of the
Company, or any committee of such Board duly authorized to act on behalf
thereof hereunder.

                    "Board Resolution" means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification.

                    "Business Day" means, unless otherwise specified in an
indenture supplemental hereto, with respect to any series of Notes, 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.

                    "Capitalized Lease" means any lease of property, real or
personal, the obligation for which is required, in accordance with GAAP, to
be capitalized on the balance sheet of the lessee.

                    "Cedel" has the meaning set forth in Section 2.02(b).

                    "Certificate of Authentication" has the meaning set forth
in the recitals to this Indenture.

                    "Commission" means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after the execution of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, the body (if any) performing such duties at such time.

                    "Company" means LG&E Capital Corp., a corporation duly
organized and existing under the laws of the Commonwealth of Kentucky, or,
subject to the provisions of Article Ten, its successors and assigns.

                    "Consolidated Current Liabilities" means, with respect to
any Person, as of the date of determination thereof, the current liabilities
(excluding, however, any commercial paper notes or other Indebtedness for
which such Person and/or any of its Subsidiaries have a commitment by one or
more financial institutions to provide financing sufficient to pay such
Indebtedness at maturity) of such Person determined on a consolidated basis
in accordance with GAAP.

                    "Consolidated Net Tangible Assets" means, with respect to
any Person, as of the date of determination thereof, Consolidated Total
Assets less the sum of (i) Consolidated Current Liabilities and (ii)
Intangible Assets.

                    "Consolidated Total Assets" means, with respect to any
Person, as of the date of determination thereof, the total amount of all
assets of such Person determined on a consolidated basis in accordance with
GAAP.

                                       3
<PAGE>

                    "Corporate Trust Office" means the office of the Trustee
at which at any particular time its corporate trust business shall be
principally administered, which office at the date of the execution of this
Indenture is located at 101 Barclay Street, 21st Floor, New York, New York
10286, Attention: Corporate Trust Trustee Administration.

                    "Default" means any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.

                    "Depositary" means, with respect to Notes of any series
for which the Company shall determine that such Notes will be issued as a
Global Note, The Depository Trust Company, New York, New York, another
clearing agency or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.06.

                    "Dollars" or "$" means any lawful coin or currency of the
United States of America which at the time of any payment or transfer is
legal tender for the payment of all public and private debts.

                    "Energy Corp." means LG&E Energy Corp., a Kentucky
corporation, and any successor entity thereto.

                    "Euroclear" has the meaning set forth in Section 2.02(b).

                    "Event of Default" means, with respect to Notes of a
particular series, any event specified in Section 6.01, continued for the
period of time, if any, therein designated.

                    "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                    "Federal Bankruptcy Code" means the Federal Bankruptcy
Code of 1978, as amended from time to time.

                    "GAAP" means generally accepted accounting principles in
the United States applied on a basis consistent with the principles, methods,
procedures and practices employed from time to time in the preparation of the
Company's audited financial statements, including, without limitation, those
set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as approved by a significant
segment of the accounting profession.

                    "Global Note" has the meaning set forth in Section
2.02(e)(i).

                    "Governmental Obligations" means direct obligations of
the United States for the payment of which its full faith and credit is
pledged, or obligations of a person controlled or supervised by and acting as
an agency or instrumentality of the United States and the payment of which is
unconditionally guaranteed by the United States, and shall also include a
depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific

                                       4
<PAGE>

payment of interest on or principal of any such Government Obligation held by
such custodian for the account of a holder of a depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt.

                    "Indebtedness" means, with respect to any Person at any
date of determination (without duplication), all liabilities, obligations and
indebtedness of such Person (i) for borrowed money, (ii) evidenced by bonds,
indentures, notes or other similar instruments, (iii) to pay the deferred
purchase price of property or services, (iv) as lessee under Capitalized
Leases (to the extent the aggregate rentals due and to become due thereunder
are, in accordance with GAAP, reflected as a liability on the consolidated
balance sheet of such Person), (v) under reimbursement agreements or similar
agreements with respect to the issuance of letters of credit (other than
obligations in respect of letters of credit (to the extent undrawn) opened to
provide for the payment of goods or services purchased or other obligations
incurred in the ordinary course of business), and (vi) under direct
guaranties and indemnities in respect of, or to assure an obligee against
failure to make payment in respect of, liabilities, obligations or
indebtedness of others of the kinds referred to in clause (i) through (v)
above, in each case to the extent reasonably quantifiable; provided that for
all purposes of this Indenture "Indebtedness" shall not include any
Non-Recourse Indebtedness or Trade Obligations.

                    "Indenture" means this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or
supplemented.

                    "Intangible Assets" means, with respect to any Person, as
of the date of determination thereof, all assets of such Person properly
classified as intangible assets determined on a consolidated basis in
accordance with GAAP.

                    "Interest Payment Date" means, when used with respect to
any installment of interest on a Note of a particular series, the date
specified in such Note, a Board Resolution (or Officer's Certificate) or an
indenture supplemental hereto with respect to that series as the fixed date
on which an installment of interest with respect to Notes of that series is
due and payable.

                    "Legend" has the meaning set forth in Section 2.06(d).

                    "LG&E" means Louisville Gas and Electric Company, a
Kentucky corporation, and any successor entity thereto.

                    "Lien" means any lien (statutory or other), mortgage,
pledge, hypothecation, assignment, encumbrance or other security agreement
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention agreement).

                    "Material Consolidated Subsidiary" means for any Person a
Subsidiary whose financial statements shall be consolidated with the
financial statements of such Person in accordance with GAAP, with assets,
income or net worth which constituted 10% or more of the assets, income or
net worth, respectively, of such Person and all of its Subsidiaries computed
as of the last day of the fiscal quarter most recently completed prior to
determination of whether such Subsidiary is a Material Consolidated
Subsidiary.

                                       5
<PAGE>

                    "Non-Recourse Indebtedness" means, any Indebtedness of
any Person which is a special purpose entity or which Indebtedness is
nonrecourse to such Person, other than with respect to the interest of such
Person in the collateral, if any, securing such Indebtedness.

                    "Note" or "Notes" means any Note or Notes, as the case
may be, authenticated and delivered under this Indenture.

                    "Note Register" and "Note Registrar" have the respective
meanings set forth in Section 2.06(a).

                    "Noteholder," "holder of Notes," "registered holder" or
other similar term means the person or persons in whose name or names a
particular Note shall be registered on the books of the Company kept for that
purpose in accordance with the terms of this Indenture.

                    "Officer's Certificate" means a certificate signed by an
Authorized Officer.

                    "Opinion of Counsel" means a written opinion of legal
counsel, who may be an employee of or regular counsel for the Company,
reasonably acceptable to the Trustee.  Each such opinion shall include the
statements provided for in Section 13.05, if and to the extent required by
the provisions thereof.

                    "Original Issue Date" of any Note (or portion thereof)
means the earlier of (a) the date of such Note or (b) the date of any Note
(or portion thereof) in exchange for which such Note was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

                    "Outstanding" means, when used with reference to Notes of
any series, subject to the provisions of Section 8.04, as of any particular
time, all Notes of that series theretofore authenticated and delivered by the
Trustee under this Indenture, except (a) Notes theretofore canceled by the
Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or which have previously been canceled; (b) Notes or
portions thereof for the payment or redemption of which moneys or
Governmental Obligations in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the
Company shall act as its own paying agent); provided, however, that if such
Notes or portions of such Notes are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as provided in
Article Three, or provision satisfactory to the Trustee shall have been made
for giving such notice; (c) Notes in lieu of or in substitution for which
other Notes shall have been authenticated and delivered pursuant to the terms
of Section 2.08; and (d) Notes paid pursuant to Section 2.03 or (if
certificated) surrendered for payment pursuant to Section 2.09.

                    "Person" means any individual, corporation, partnership,
limited liability company, association, trust or other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

                    "Predecessor Note" of any particular Note means every
previous Note evidencing all or a portion of the same debt as that evidenced
by that particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed
or stolen Note shall be deemed to evidence the same debt as the lost,
destroyed or stolen Note.

                                       6
<PAGE>

                    "Regulation S" has the meaning set forth in Section
2.02(b).

                    "Relevant Parties" has the meaning specified in Section
6.01(a)(5).

                    "Responsible Officer" means, when used with respect to
the Trustee, any vice president, assistant secretary, assistant treasurer,
any trust officer, any corporate trust officer or any other officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of
his or her knowledge of and familiarity with the particular subject.

                    "Restricted Regulation S Global Note" has the meaning set
forth in Section 2.02(b).

                    "Rule 144" has the meaning set forth in Section
2.06(b)(iii).

                    "Rule 144A" has the meaning set forth in Section 2.02(c).

                    "Rule 144A Global Note" has the meaning set forth in
Section 2.02(c).

                    "Rule 144A Information" has the meaning specified in
Section 4.08(b).

                    "Sale and Leaseback Transaction" has the meaning
specified in Section 4.09.

                    "Securities Act" means the Securities Act of 1933, as
amended.

                    "Stated Maturity" means, with respect to any debt
security or any installment of interest thereon, the date specified in such
debt security as the fixed date on which any principal of such debt security
or any such installment of interest is due and payable.

                    "Subsidiary" of a Person means (i) any corporation more
than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries or (ii) any partnership,
association, joint venture or similar business organization more than 50% of
the ownership interests having ordinary voting power of which shall at the
time be so owned or controlled.  For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency. Unless otherwise
expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of the Company.

                    "Support Agreement" means the Support Agreement dated as
of September 5, 1997, between Energy Corp. and the Company as amended,
modified and supplemented from time to time in accordance with the terms
thereof.

                    "Trade Obligations" means future obligations for the
payment of goods or services or other obligations (other than obligations for
borrowed money) incurred in the ordinary course of its energy marketing
business.

                                       7
<PAGE>

                    "Trust Indenture Act," subject to the provisions of
Sections 9.01 and 9.02, means the Trust Indenture Act of 1939, as amended and
in effect at the date of execution of this Indenture.

                    "Trustee" means The Bank of New York, a New York banking
corporation, and, subject to the provisions of Article Seven, shall also
include its successors and assigns, and if at any time there is more than one
person acting in such capacity hereunder, "Trustee" means each such person.
The term "Trustee" as used with respect to a particular series of the Notes
means the trustee with respect to that series.

                    "Unrestricted Regulation S Global Note" has the meaning
set forth in Section 2.02(b).

                    (b)  In this Indenture, unless otherwise indicated, the
singular includes the plural and plural the singular; words importing any
gender include the other gender; references to statutes are to be construed
as including all statutory provisions consolidating, amending or replacing
the statute referred to; references to "writing" include printing, typing
lithography and other means of reproducing words in a tangible visible form;
the words "including", "includes" and "include" shall be deemed to be
followed by the words "without limitation"; references to articles, sections
(or subdivisions of sections), exhibits, annexes or schedules are to this
Indenture unless otherwise indicated; references to agreements and other
contractual instruments shall be deemed to include all subsequent written
amendments, extensions and other modifications to such instruments; and
references to persons and business entities include their respective
permitted successors and assigns and references to governmental entities
include governmental entities succeeding to their respective functions and
capacities.

                                 ARTICLE TWO

                    The Notes and the Support Agreement

                    SECTION 2.01.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.
The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture is unlimited.

                    The Notes may be issued in one or more series up to the
aggregate principal amount of Notes of that series from time to time
authorized by or pursuant to a Board Resolution or pursuant to one or more
indentures supplemental hereto, prior to the initial issuance of Notes of a
particular series.  Prior to the initial issuance of Notes of any series,
there shall be established in or pursuant to a Board Resolution delivered to
the Trustee, and, subject to Section 2.04 hereof, set forth in an Officer's
Certificate delivered to the Trustee, or established in one or more
indentures supplemental hereto:

                    (1)  the title of the Notes of the series (which shall
               distinguish the Notes of that series from all other Notes);

                    (2)  any limit upon the aggregate principal amount of the
               Notes of that series that may be authenticated and delivered
               under this Indenture (except for Notes authenticated and
               delivered upon registration of transfer of, in exchange for or
               in lieu of other Notes of that series and except for any Notes
               which, pursuant to Section 2.04(b) hereof, are deemed never to
               have been authenticated and delivered hereunder);

                                       8

<PAGE>
                    (3)  the date or dates on which the principal of the
               Notes of that series is payable;

                    (4)  the rate or rates at which the Notes of that series
               shall bear interest or the manner of calculation of such rate
               or rates, if any;

                    (5)  the date or dates from which such interest shall
               accrue, the Interest Payment Dates on which such interest will
               be payable or the manner of determination of such Interest
               Payment Dates and the record date for the determination of
               holders to whom interest is payable on any such Interest
               Payment Dates;

                    (6)  the period or periods within which, the price or
               prices at which and the terms and conditions upon which Notes
               of that series may be redeemed, in whole or in part, at the
               option of the Company;

                    (7)  the obligation, if any, of the Company to redeem or
               purchase Notes of that series pursuant to any sinking fund or
               analogous provisions (including payments made in cash in
               anticipation of future sinking fund obligations) or at the
               option of a holder thereof and the period or periods within
               which, the price or prices at which and the terms and
               conditions upon which, Notes of that series shall be redeemed
               or purchased, in whole or in part, pursuant to such obligation;

                    (8)  the form of the Note of that series including the
               form of the Certificate of Authentication for that series;

                    (9)  if denominations of other than $100,000 or integral
               multiples of $1,000 in excess thereof, the denominations in
               which Notes of that series shall be issuable;

                    (10) if other than the principal amount thereof, the
               portion of the principal amount of the Notes of the series
               which shall be payable upon declaration of the acceleration of
               the maturity thereof pursuant to Section 6.01;

                    (11) whether the Notes are issuable in whole or in part
               in the form of one or more Global Notes and, in such case, the
               identity of the Depositary for that series and the related
               procedures with respect to transfer and exchange of such
               Global Notes;

                    (12) any provisions permitted by this Indenture relating
               to Events of Default or covenants of the Company with respect
               to such series of Notes; and

                    (13) any and all other terms with respect to that series
               (which terms shall not be inconsistent with the terms of this
               Indenture), including, without limitation, any terms required
               (i) to establish one or more series of medium-term notes or
               (ii) to cause any Notes of any series to be issued with or
               without the benefit of the Support Agreement.

                    All Notes of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided
in or pursuant to any such Board Resolution or in any indentures supplemental
hereto.

                                       9

<PAGE>

                    If any of the terms of the series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of
the Officer's Certificate setting forth the terms of that series.

                    SECTION 2.02.  FORM OF NOTES.

                     (a)      The Notes of any series and the Certificate of
Authentication to be borne by such Notes shall be substantially of the tenor
and purport as set forth in one or more indentures supplemental hereto or as
provided in a Board Resolution and as set forth in an Officer's Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or
engraved thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which Notes of that
series may be listed, or to conform to usage.

                    (b)  Notes offered and sold in reliance on Regulation S
under the Securities Act ("REGULATION S") shall be issued in the form of one
or more permanent Global Notes for each series of Notes in definitive, fully
registered form without interest coupons substantially in the form of the
Note attached as EXHIBIT A hereto or as set forth in an indenture
supplemental hereto with such legends as may be applicable thereto in
accordance with such form, which shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee at the Corporate
Trust Office, as custodian for the Depositary and registered in the name of a
nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided, for credit to their respective accounts
(or to such other accounts as they may direct) at Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("EUROCLEAR") or Cedel Bank, societe anonyme ("CEDEL").  Until the
termination of the restricted period (as defined in Regulation S) with
respect to the offer and sale of any such Notes, interests in any such Global
Note may only be held by the Agent Members for Euroclear and Cedel.  Until
such time as the restricted period shall have terminated, any such Global
Notes shall be referred to herein as the "RESTRICTED REGULATION S GLOBAL
NOTES."  After such time as the restricted period shall have terminated, such
Global Notes shall be referred to herein as "UNRESTRICTED REGULATION S GLOBAL
NOTES."  The aggregate principal amount of the Restricted Regulation S Global
Notes and the Unrestricted Regulation S Global Notes of any series may from
time to time be increased or decreased by adjustments made on the records of
the Trustee, as custodian for the Depositary, as hereinafter provided.  The
Company shall notify the Trustee of the termination of the restricted period
with respect to any series of Notes by furnishing to the Trustee a
certificate substantially in the form of Exhibit B hereto.

                    (c)  Notes offered and sold in reliance on Rule 144A
under the Securities Act ("RULE 144A") shall be issued in the form of one or
more permanent Global Notes (the "RULE 144A GLOBAL NOTES") for each series of
Notes in definitive, fully registered form without interest coupons
substantially in the form of the Note attached as EXHIBIT A hereto or as set
forth in an indenture supplemental hereto with such legends as may be
applicable thereto in accordance with such form, which shall be deposited
with the Trustee, at the Corporate Trust Office, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The aggregate principal amount of the Rule 144A Global
Notes with respect to any series of Notes may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian
for the Depositary, and the Depositary or its nominee, as the case may be, as
hereinafter provided.

                                       10

<PAGE>

                    (d)  Notes offered and sold to institutions that are
"accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7)
of the Securities Act shall be issued in the form of certificated Notes (the
"ACCREDITED INVESTOR NOTES") in definitive, fully registered form without
interest coupons substantially in the form of the Note attached as EXHIBIT A
hereto or in an indenture supplemental hereto with such legends as may be
applicable thereto, duly executed by the Company and authenticated and
delivered by the Trustee as hereinafter provided.

                    (e)  (i)  This Section 2.02(e)(i) shall apply only to
Notes in global form ("GLOBAL NOTES") deposited with the Depositary.

                    The Company shall execute and the Trustee shall, in
accordance with this Section 2.02(e)(i), authenticate and deliver Global
Notes for each series of Notes that (a) shall be registered in the name of
the Depositary for such Global Notes or the nominee of such Depositary, (b)
shall be deposited on behalf of Agent Members (as defined herein) with the
Trustee as custodian for the Depositary and (c) shall bear legends
substantially to the following effect:

                    "UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
                    REPRESENTATIVE OF [INSERT NAME AND ADDRESS OF DEPOSITARY]
                    TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
                    EXCHANGE OR PAYMENT, AND ANY NOTE IS REGISTERED IN THE
                    NAME OF [INSERT NAME OF NOMINEE OF DEPOSITARY], OR IN
                    SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                    REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY] (AND ANY
                    PAYMENT IS MADE TO [INSERT NAME OF NOMINEE OF DEPOSITARY])
                    OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
                    AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY]),
                    ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
                    OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
                    REGISTERED OWNER HEREOF, [INSERT NAME OF NOMINEE OF
                    DEPOSITARY], HAS AN INTEREST HEREIN".

                    "TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN
                    WHOLE, BUT NOT IN PART, TO NOMINEES OF [INSERT NAME OF
                    DEPOSITARY] OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
                    NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE
                    LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
                    RESTRICTIONS SET FORTH IN SECTION 2.06 OF THE INDENTURE
                    REFERRED TO ON THE REVERSE HEREOF".

                    (ii)  This Section 2.02(e)(ii) shall apply only to the
Global Notes deposited on behalf of the purchasers of the Notes represented
thereby with the Trustee as custodian for the Depositary for credit to their
respective accounts (or to such other accounts as they may direct) at
Euroclear or Cedel insofar as interests in the Global Notes are held by the
Agent Members for Euroclear or Cedel.

                                       11

<PAGE>

                    The provisions of the "Operating Procedures of the
Euroclear System" and the "Terms and Conditions Governing Use of Euroclear"
and the "Management Regulations" and "Instructions to Participants" of Cedel,
respectively, shall be applicable to such Global Notes insofar as interests
therein are held by the Agent Members for Euroclear and Cedel.  Members of,
or participants in, a Depositary ("AGENT MEMBERS") shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the
Depositary or under any Global Note, and the Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the
absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any security.

                    (iii)  This Section 2.02(e)(iii) shall apply only to the
Rule 144A Global Notes, any certificated Notes issued in accordance with
Section 2.05 hereof in exchange therefor (and any certificated securities
issued to qualified institutional buyers in exchange therefor) and to
Accredited Investor Notes.

                    The Company shall execute and the Trustee shall, in
accordance with this Section 2.02(e)(iii), authenticate and deliver Rule 144A
Global Notes, certificated Notes issued in accordance with Section 2.05
hereof in exchange therefor (and any certificated securities issued to
qualified institutional buyers in exchange therefor) and Accredited Investor
Notes for each series of Notes that shall bear legends substantially to the
following effect or as set forth in an indenture supplemental hereto:

                    THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT
                    BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
                    1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                    SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN
                    THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF
                    U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
                    SENTENCE.  BY ACQUISITION HEREOF, THE HOLDER (1) AGREES
                    THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
                    EXCEPT (A) TO LG&E CAPITAL CORP. (THE "ISSUER") OR THE
                    AGENTS, (B) SO LONG AS SUCH NOTE IS ELIGIBLE FOR RESALE
                    PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
                    144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
                    IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
                    144A) ("QIB") ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT OR
                    AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
                    ALSO BE QIBS), AND TO WHOM NOTICE IS GIVEN THAT THE
                    RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
                    RULE 144A, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE
                    WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
                    (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
                    BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
                    TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
                    RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES
                    ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") PURSUANT TO

                                       12

<PAGE>

                    ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT OR
                    (F) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
                    DECLARED EFFECTIVE UNDER THE SECURITIES ACT IN EACH CASE
                    IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
                    STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION; AND
                    (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
                    THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE
                    SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE NOTE
                    EVIDENCED HEREBY IS ISSUED IN CERTIFICATED FORM, IN
                    CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
                    HEREBY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
                    FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF
                    SUCH TRANSFER. IN CONNECTION WITH ANY PROPOSED TRANSFER
                    OF THIS NOTE PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE,
                    THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
                    TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
                    INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO
                    CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
                    EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                    REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                    SECTION 2.03.  DENOMINATIONS, INTEREST AND PRINCIPAL.
The Notes shall be issuable as registered Notes and in minimum denominations
of $100,000 or integral multiples of $1,000 in excess thereof, subject to
Section 2.01(9). The Notes of a particular series shall bear interest payable
on the dates and at the rate or rates specified with respect to that series.
The principal of and the interest on the Notes of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars, at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New York
(which, unless changed, shall be a corporate trust office or agency of the
Trustee).  For so long as any Notes are issued as a Global Note, payments of
principal and interest shall be made by the Company in immediately available
funds by wire transfer to the Depositary or its nominee.  At the Company's
option, payments on the Notes of any series, if such Notes are issued in
certificated form, may also be made (i) by checks mailed by the Trustee to
the holders entitled thereto at their registered addresses or (ii) to a
holder of $1,000,000 or more in aggregate principal amount of the Notes who
has delivered a written request to the Trustee at least 14 days prior to the
relevant Interest Payment Date electing to have payments made by wire
transfer to a designated account in the United States of America, by wire
transfer of immediately available funds to such designated account; provided
that, in either case, the payment of principal with respect to any Note will
be made only upon surrender of that Note to the Trustee.  Each Note shall be
dated the date of its authentication.  Unless otherwise specified in an
indenture supplemental hereto, interest on the Notes shall be computed on the
basis of a 360-day year composed of twelve 30-day months and, for any period
shorter than a full calendar month, on the basis of the actual number of days
elapsed in such period.

                    The interest installment on a Note of any series which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date for Notes of that series shall be paid to the Person in whose name that
Note (or one or more Predecessor Notes) is registered at the close of
business on the regular record date for such interest installment.  In the
event that any Note of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date

                                       13

<PAGE>

with respect to any Interest Payment Date and prior to such Interest Payment
Date, interest on that Note will be paid upon presentation and surrender of
that Note as provided in Section 3.03.

                    Any interest on any Note of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
for Notes of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Company, at its election, as provided in clause
(1) or clause (2) below:

                    (1)  The Company may elect to make payment of any
              Defaulted Interest on Notes to the Persons in whose names such
              Notes (or their respective Predecessor Notes) are registered at
              the close of business on a special record date for the payment
              of such Defaulted Interest, which shall be fixed in the
              following manner:  the Company shall notify the Trustee in
              writing of the amount of Defaulted Interest proposed to be paid
              on each such Note and the date of the proposed payment, and at
              the same time the Company shall deposit with the Trustee an
              amount of money equal to the aggregate amount proposed to be
              paid in respect of such Defaulted Interest or shall make
              arrangements satisfactory to the Trustee for such deposit prior
              to the date of the proposed payment, such money when deposited
              to be held in trust for the benefit of the Persons entitled to
              such Defaulted Interest as in this clause provided.  Thereupon,
              the Trustee shall fix a special record date for the payment of
              such Defaulted Interest which shall not be more than 15 nor
              less than 10 days prior to the date of the proposed payment and
              not less than 10 days after the receipt by the Trustee of the
              notice of the proposed payment.  The Trustee shall promptly
              notify the Company of such special record date and, in the name
              and at the expense of the Company, shall cause notice of the
              proposed payment of such Defaulted Interest and the special
              record date therefor to be mailed, first-class postage prepaid,
              to each holder of such Notes at such Noteholder's address as it
              appears in the Note Register (as hereinafter defined), not less
              than 10 days prior to such special record date.  Notice of the
              proposed payment of such Defaulted Interest and the special
              record date therefor having been mailed as aforesaid, such
              Defaulted Interest shall be paid to the Persons in whose names
              such Notes (or their respective Predecessor Notes) are
              registered on such special record date and shall be no longer
              payable pursuant to the following cause (2).

                    (2)  The Company may make payment of any Defaulted
              Interest on any Notes in any other lawful manner not
              inconsistent with the requirements of any securities exchange
              on which such Notes may be listed, and upon such notice as may
              be required by such exchange if, after notice given by the
              Company to the Trustee of the proposed payment pursuant to this
              clause, such manner of payment shall be deemed practicable by
              the Trustee.

                    Unless otherwise set forth in a Board Resolution (or in
an Officer's Certificate) or one or more indentures supplemental hereto
establishing the terms of any series of Notes pursuant to Section 2.01
hereof, the term "regular record date" as used in this Section with respect
to a series of Notes with respect to any Interest Payment Date for
certificated Notes of that series shall mean either the 15th day of the month
immediately preceding the month in which an Interest Payment Date established
for that series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the 15th day of a month, whether or not such date is a
Business Day.

                                       14

<PAGE>

                    Subject to the foregoing provisions of this Section, each
Note of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Note of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by
such other Note.

                    SECTION 2.04.  PRINTING, EXECUTION AND AUTHENTICATION
OF NOTES.

                    (a)  The Notes shall, subject to the provisions of
Section 2.07, be printed on steel engraved borders or fully or partially
engraved, or legibly typed, as the proper officers of the Company may
determine, and shall be signed on behalf of the Company by an Authorized
Officer and need not be attested.  The signature of the Authorized Officer
upon the Notes may be in the form of a facsimile signature of a present or
any future Authorized Officer and may be imprinted or otherwise reproduced on
the Notes and for that purpose the Company may use the facsimile signature of
any person who shall have been an Authorized Officer, notwithstanding the
fact that at the time the Notes shall be authenticated and delivered or
disposed of that person shall have ceased to be an Authorized Officer.

                    (b)  Only such Notes as shall bear thereon a Certificate
of Authentication substantially in the form established for such Notes,
executed manually by an authorized signatory of the Trustee, or by any
Authenticating Agent with respect to such Notes, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose.  Such
certificate executed by the Trustee, or by any Authenticating Agent appointed
by the Trustee with respect to such Notes, upon any Notes executed by the
Company shall be conclusive evidence that the Note so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing, if any Note
shall have been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company shall deliver such Note to the Trustee
for cancellation as provided in Section 2.09 hereof together with a written
statement (which need not comply with Section 13.05 hereof and need not be
accompanied by an Opinion of Counsel) stating that such Note has never been
issued and sold by the Company, for all purposes of this Indenture such Note
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

                    At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company for the authentication and delivery of such
Notes, signed by an Authorized Officer, and the Trustee in accordance with
such written order shall authenticate and make such Notes available for
delivery.

                    In authenticating such Notes and accepting the additional
responsibilities under this Indenture in relation to such Notes, the Trustee
shall be entitled to receive, and (subject to Section 7.01) shall be fully
protected in relying upon (i) an Opinion of Counsel and (ii) an Officer's
Certificate, each stating that the form and terms thereof have been
established in conformity with the provisions of this Indenture and all
conditions that must be met by the Company to issue the Notes under the
Indenture have been met, an Opinion of Counsel stating that such Notes are
legal, valid and binding obligations of the Company (subject to customary
exceptions) and, if the Notes are issued with the benefit of the Support
Agreement, the Notes are entitled to the benefits of the Support Agreement,
and an Officer's Certificate stating that the Company is not, and upon the
authentication by the Trustee of the series of Notes, will not be in default
under any of the terms of or covenants contained in the Indenture.  Each
Opinion of Counsel and Officer's Certificate delivered pursuant to this
Section 2.04 shall include all statements prescribed by Section 13.05(b)
hereof.  If all the Notes of any series are not to be issued at one time, it

                                       15

<PAGE>

shall not be necessary to deliver an Opinion of Counsel and Officer's
Certificate at the time of issuance of each Note, but such opinion and
certificate shall be delivered at or before the time of issuance of the first
Note of such series to be issued.  If all of the Notes of a series are not
authenticated and issued at one time, for each issuance of Notes after the
initial issuance of Notes, the Company shall be required only to deliver to
the Trustee the Note executed by the Company together with a written order to
the Trustee to authenticate such Note and to deliver such Note in accordance
with the instructions specified by such written order.  Any such written
order shall constitute a representation and warranty by the Company that the
statements made in the Officer's Certificate delivered to the Trustee prior
to the authentication and issuance of the first Note of such series are true
and correct on the date thereof as if made on and as of the date thereof.

                    (c)  Any of the Notes may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted
or otherwise reproduced thereon such legend or legends, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law
or with any rules or regulations pursuant thereto, or with the rules of any
securities market in which the Notes are admitted to trading, or to conform
to general usage.

                    SECTION 2.05.  GLOBAL NOTES.

                     (a)      Except for a transfer pursuant to the
provisions of Section 2.06(b)(v) hereof, portions of a Global Note of any
series deposited with the Depositary pursuant to Section 2.02 shall be
transferred in certificated form to the beneficial owners thereof only if
such transfer complies with Section 2.06 and (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such
Global Note or if at any time such Depositary ceases to be a "clearing
agency" registered under the Exchange Act and a successor depositary is not
appointed by the Company within 90 days of such notice, (ii) an Event of
Default has occurred and is continuing with respect to the Notes of such
series and payment of principal thereof and interest thereon has been
accelerated and the owners of beneficial interests in the Global Notes with
fractional undivided interests aggregating not less than a majority interest
advise the Trustee, the Company and the Depositary through Agent Members in
writing that the continuation of a book-entry system through the Depositary
or its successors is no longer in their best interest or (iii) the Company
determines that the Notes of such series shall no longer be represented by
such Global Note.

                    (b)  Portions of any Global Note of any series that are
transferable to the beneficial owners thereof pursuant to this Section 2.05
shall be surrendered by the Depositary to the Trustee at its New York office
for registration of transfer, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such
registration of transfer of each portion of such Global Note, an equal
aggregate principal amount of Notes of such series of authorized
denominations.  Any portion of a Global Note whose registration is
transferred pursuant to this Section 2.05 shall be executed, authenticated
and delivered only in the denominations, if other than as specified in
Section 2.01(9), specified in the Board Resolution or indenture supplemental
hereto with respect to such series of Notes and registered in such names as
the Depositary shall direct.  Any Note of any series delivered in exchange
for a portion of a Rule 144A Global Note of such series shall bear the Legend
regarding transfer restrictions applicable to Rule 144A Global Notes set
forth on the form of Note attached as Exhibit A hereto.

                    (c)  Subject to the provisions of Section 2.02(e) above,
the registered holder of any Global Note may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold

                                       16

<PAGE>

interests through Agent Members, to take any action which a Noteholder is
entitled to take under this Indenture or the Notes of the applicable series.

                    (d)  In the event of the occurrence of any of the events
specified in paragraph (a) of this Section 2.05, the Company shall promptly
make available to the Trustee a reasonable supply of certificated Notes of
each applicable series in definitive fully registered form without interest
coupons.

                    (e)  The Global Notes of each series issued and
authenticated pursuant to Section 2.02(b) (both before and after the
expiration of the restricted period) and the Rule 144A Global Notes of each
series shall each be assigned separate securities identification numbers.

                    SECTION 2.06   REGISTRATION, REGISTRATION OF TRANSFER
AND EXCHANGE.

                     (a)      The Company shall cause to be kept at each
office or agency to be maintained for the purpose as provided in Section 4.02
hereof in the Borough of Manhattan, the City and State of New York or such
other location as designated by the Company, a register or registers (herein
referred to as the "NOTE REGISTER") in which, subject to such reasonable
regulations as it may prescribe, it will register or cause to be registered,
and will register or cause to be registered the transfer of, Notes as in this
Article provided.  The Trustee is hereby appointed "NOTE REGISTRAR" for the
purpose of registering Notes and transfers of Notes as herein provided.  Any
successor Note Registrar shall be appointed as authorized  by a Board
Resolution.  If at any time the Trustee or the Company, respectively, shall
not be serving as Note Registrar, at all reasonable times such Notes Register
shall be open for inspection by the Trustee or the Company, as the case may
be.

                    Upon due presentation for registration of transfer of any
Note at each such office or agency, the Company shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Note or Notes of the same series in authorized denominations for a like
aggregate principal amount.

                    Any Note or Notes may be exchanged for a Note or Notes of
the same series in other authorized denominations, in an equal aggregate
principal amount.  Notes to be exchanged shall be surrendered at the office
or agency of the Company designated for such purpose in the Borough of
Manhattan, the City and State of New York, and the Company shall execute and
the Trustee shall authenticate and make available for delivery in exchange
therefor the Note or Notes of the same series which the Noteholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

                    All Notes presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Company or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee,
duly executed by the Noteholder or its attorney duly authorized in writing.

                    The Company or Trustee shall not be required to exchange
or register a transfer of (a) any Notes of any series for a period of 15 days
next preceding the first mailing of notice of redemption of Notes of such
series to be redeemed, (b) any Note of any series selected, called or being
called for redemption except, in the case of any Note of such series where
public notice has been given that such Note is to be redeemed in part, the
portion thereof not so to be redeemed or (c) any Note of any series that, in

                                       17

<PAGE>

accordance with its terms, has been surrendered for repayment at the option
of the Noteholder, except the portion, if any, of such Note not to be so
repaid.

                    All Notes of any series issued upon any registration of
transfer or exchange of Notes shall be valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes of such series surrendered upon such registration of
transfer or exchange.

                    (b)  Notwithstanding any provision to the contrary
herein, so long as a Global Note of any series remains outstanding and is
held by or on behalf of the Depositary, transfers of a Global Note of such
series, in whole or in part, shall only be made (x) in the case of transfers
of portions of a Global Note of such series to beneficial owners thereof in
certificated form, in accordance with Section 2.05, and (y) in all other
cases, in accordance with this Section 2.06(b) (and subject, in each case, to
the provisions of any Legend (as defined herein) imprinted on such Global
Note).

                     (i) TRANSFERS OF GLOBAL NOTES AS SUCH.  Subject to
              clauses (ii) through (vi) of this Section 2.06(b), transfers of
              a Global Note shall be limited to transfers of such Global Note
              in whole, and not in part, to nominees of the Depositary or to
              a successor of the Depositary or such successor's nominee.

                    (ii) RULE 144A GLOBAL NOTE OR ACCREDITED INVESTOR NOTE TO
              A RESTRICTED REGULATION S GLOBAL NOTE.  If a holder of a
              beneficial interest in the Rule 144A Global Note of any series
              deposited with the Depositary, or the holder of an Accredited
              Investor Note of any series, as the case may be, wishes at any
              time to exchange its interest in such Note for an interest in
              the Restricted Regulation S Global Note or transfer its
              interest in such Note to a Person who wishes to take delivery
              thereof in the form of an interest in the Restricted Regulation
              S Global Note, such holder may, subject to the rules and
              procedures of the Depositary, exchange or transfer or cause the
              exchange or transfer of such interest for an equivalent
              beneficial interest in the Restricted Regulation S Global Note
              of such series in accordance with, and subject to, this clause
              (ii).  Upon receipt by the Trustee at the Corporate Trust
              Office of (1) instructions given in accordance with the
              Depositary's procedures from an Agent Member directing the
              Trustee to credit or cause to be credited a beneficial interest
              in the Restricted Regulation S Global Note of any series in an
              amount equal to (x) the beneficial interest in the Rule 144A
              Global Note of such series or (y) the aggregate principal
              amount of the Accredited Investor Note of such series, as the
              case may be, to be exchanged or transferred, (2) a written
              order given in accordance with the Depositary's procedures
              containing information regarding the Euroclear or Cedel account
              to be credited with such increase and the name of such account,
              and (3) a certificate in the form of EXHIBIT C attached hereto
              given by the holder of such interest stating that the exchange
              or transfer of such interest has been made in compliance with
              the transfer restrictions applicable to the Notes of such
              series and pursuant to and in accordance with Regulation S, the
              Trustee shall instruct the Depositary to reduce the Rule 144A
              Global Note of such series by the aggregate principal amount of
              the beneficial interest in the Rule 144A Global Note of such
              series to be so exchanged or transferred or, in the case of an
              Accredited Investor Note of such series, shall cancel such Note
              surrendered for transfer or exchange in accordance with Section
              2.09 hereof, and the Trustee shall instruct the Depositary,
              concurrently with such reduction or cancellation to increase
              the principal amount of the Restricted Regulation S Global Note
              of such series by the aggregate principal amount of the
              beneficial interest in the Rule 144A Global Note of such series
              or, in the case of an Accredited Investor Note, by the

                                       18

<PAGE>

              aggregate principal amount of the Accredited Investor Note of
              such series to be so exchanged or transferred, and to credit or
              cause to be credited to the account of the Person specified in
              such instructions (who shall be the Agent Member for Euroclear
              or Cedel, or both, as the case may be) a beneficial interest in
              the Restricted Regulation S Global Note of such series equal to
              the reduction in the principal amount of the Rule 144A Global
              Note of such series or to the aggregate principal amount of the
              Accredited Investor Note of such series, as the case may be.

                    (iii)     RULE 144A GLOBAL NOTE OR ACCREDITED INVESTOR
              NOTE TO UNRESTRICTED REGULATION S GLOBAL NOTE.  If a holder of
              a beneficial interest in the Rule 144A Global Note of any
              series deposited with the Depositary, or the holder of an
              Accredited Investor Note of any series, as the case may be,
              wishes at any time to exchange its interest in such Note for an
              interest in the Unrestricted Regulation S Global Note of such
              series or transfer its interest in such Note to a Person who
              wishes to take delivery thereof in the form of an interest in
              the Unrestricted Regulation S Global Note of such series, such
              holder may, subject to the rules and procedures of the
              Depositary, exchange or cause the exchange or transfer or cause
              the transfer of such interest for an equivalent beneficial
              interest in the Unrestricted Regulation S Global Note of such
              series in accordance with, and subject to, this clause (iii).
              Upon receipt by the Trustee at the Corporate Trust Office of
              (1) instructions given in accordance with the Depositary's
              procedures from an Agent Member directing the Trustee to credit
              or cause to be credited a beneficial interest in the
              Unrestricted Regulation S Global Note of a series in an amount
              equal to (x) the beneficial interest in the Rule 144A Global
              Note of such series or (y) the aggregate principal amount of
              the Accredited Investor Note of such series, as the case may
              be, to be exchanged or transferred, (2) a written order given
              in accordance with the Depositary's procedures containing
              information regarding the participant account of the Depositary
              and, in the case of a transfer pursuant to and in accordance
              with Regulation S, the Euroclear or Cedel account to be
              credited with such increase and (3) a certificate in the form
              of EXHIBIT D attached hereto given by the holder of such
              interest stating that the exchange or transfer of such interest
              has been made in compliance with the transfer restrictions
              applicable to the Notes of such series and (A) in the case of
              an exchange, that either (x) the Note being exchanged is not a
              "restricted security" as defined in Rule 144 under the
              Securities Act ("RULE 144"), or (y) the exchange is being made
              to facilitate a contemporaneous transfer that complies with
              this clause (iii), (B) in the case of a transfer pursuant to
              Regulation S, that the Note is being transferred pursuant to
              and in accordance with Regulation S, (C) in the case of a
              transfer pursuant to Rule 144, that the Note is being
              transferred pursuant to and in accordance with Rule 144 or (D)
              in the case of a transfer pursuant to another exemption from
              the Securities Act (including without limitation Rule 144A),
              specifying the basis for such exemption, the Trustee shall
              instruct the Depositary to reduce the Rule 144A Global Note of
              such series by the aggregate principal amount of the beneficial
              interest in the Rule 144A Global Note of such series to be so
              exchanged or transferred or, in the case of an Accredited
              Investor Note of such series, shall cancel such Note
              surrendered for transfer or exchange in accordance with Section
              2.09 hereof, and the Trustee shall instruct the Depositary,
              concurrently with such reduction or cancellation, to increase
              the principal amount of the Unrestricted Regulation S Global
              Note of such series by the aggregate principal amount of the
              beneficial interest in the Rule 144A Global Note of such series
              or, in the case of an Accredited Investor Note, by the
              aggregate principal amount of the Accredited Investor Note of
              such series to be so exchanged or transferred, and to credit or
              cause to be credited to the account of the Person specified in
              such instructions a beneficial interest in the Unrestricted
              Regulation S Global Note of such series equal to the reduction

                                       19

<PAGE>

              in the principal amount of the Rule 144A Global Note of such
              series or to the aggregate principal of the Accredited Investor
              Note of such series, as the case may be.

                    (iv) RESTRICTED REGULATION S GLOBAL NOTE, UNRESTRICTED
              REGULATION S GLOBAL NOTE OR ACCREDITED INVESTOR NOTE TO RULE
              144A GLOBAL NOTE.  If a holder or a beneficial interest in the
              Restricted Regulation S Global Note of any series or the
              Unrestricted Regulation S Global Note of any series deposited
              with the Depositary, or the holder of an Accredited Investor
              Note of any series, as the case may be, wishes at any time to
              exchange its interest in such Note for an interest in the Rule
              144A Global Note of such series or transfer its interest in
              such Note to a Person who wishes to take delivery thereof in
              the form of an interest in the Rule 144A Global Note of such
              series such holder may, subject to the rules and procedures of
              Euroclear or Cedel and the Depositary, as the case may be,
              exchange or transfer or cause the exchange or transfer of such
              interest for an equivalent beneficial interest in the Rule 144A
              Global Note of such series, in accordance with, and subject to,
              this clause (iv).  Upon receipt by the Trustee, at the
              Corporate Trust Office of (1) instructions from Euroclear or
              Cedel or the Depositary, as the case may be, directing the
              Trustee to credit or cause to be credited a beneficial interest
              in the Rule 144A Global Note of a series in an amount equal to
              (x) the beneficial interest in the Restricted Regulation S
              Global Note of such series or the Unrestricted Regulation S
              Global Note of such series, or (y) the aggregate principal
              amount of the Accredited Investor Note, to be exchanged or
              transferred, such instructions to contain information regarding
              the Agent Member's account with the Depositary to be credited
              with such increase, and, with respect to an exchange or
              transfer of an interest in the Unrestricted Regulation S Global
              Note of such series or Restricted Regulation S Global Note of
              such series, information regarding the Agent Member's account
              with the Depositary to be debited with such decrease, and (2) a
              certificate in the form of EXHIBIT E attached hereto given by
              the holder of such interest and stating that the Person
              exchanging or transferring such interest in the Restricted
              Regulation S Global Note of such series, the Unrestricted
              Regulation S Global Note of such series or the Accredited
              Investor Note of such series, as the case may be, reasonably
              believes that the Person acquiring such interest in the Rule
              144A Global Note is a qualified institutional buyer (as defined
              in Rule 144A) and is obtaining such beneficial interest in a
              transaction meeting the requirements of Rule 144A, Euroclear or
              Cedel or the Trustee, as the case may be, shall instruct the
              Depositary to reduce the Restricted Regulation S Global Note of
              such series or the Unrestricted Regulation S Global Note of
              such series, as the case may be, by the aggregate principal
              amount of the beneficial interest in the Restricted Regulation
              S Global Note of such series or the Unrestricted Regulation S
              Global Note of such series to be exchanged or transferred, or,
              in the case of an Accredited Investor Note, shall cancel such
              Note surrendered for transfer or exchange in accordance with
              Section 2.09 hereof, and the Trustee shall instruct the
              Depositary, concurrently with such reduction or cancellation to
              increase the principal amount of the Rule 144A Global Note of
              such series by the aggregate principal amount of the beneficial
              interest in the Restricted Regulation S Global Note of such
              series or the Unrestricted Regulation S Global Note of such
              series, or by the aggregate principal amount of the Accredited
              Investor Note of such series, as the case may be, to be so
              exchanged or transferred, and to credit or cause to be credited
              to the account of the Person specified in such instructions a
              beneficial interest in the Rule 144A Global Note of such series
              equal to the reduction in the principal amount of the
              Restricted Regulation S Global Note of such series, the
              Unrestricted Regulation S Global Note of such series, or to the
              aggregate principal amount of the Accredited Investor Note of
              such series, as the case may be.


                                       20

<PAGE>

                    (v)  RULE 144A GLOBAL NOTE, RESTRICTED REGULATION S
              GLOBAL NOTE OR UNRESTRICTED REGULATION S GLOBAL NOTE TO
              ACCREDITED INVESTOR NOTE.  If a holder of a beneficial interest
              in the Rule 144A Global Note of any series, the Restricted
              Regulation S Global Note of any series or the Unrestricted
              Regulation S Global Note of any series deposited with the
              Depositary wishes at any time to exchange its interest in such
              Global Note for an Accredited Investor Note or transfer its
              interest in such Note to a Person who wishes to take delivery
              thereof in the form of an Accredited Investor Note of such
              series such holder may, subject to the rules and procedures of
              Euroclear or Cedel and the Depositary, as the case may be,
              exchange or transfer or cause the exchange or transfer of such
              interest for an equivalent interest in an Accredited Investor
              Note of such series, in accordance with, and subject to, this
              clause (v).  Upon receipt by the Trustee, at the Corporate
              Trust Office, of a certificate in the form of EXHIBIT F
              attached hereto given by the holder of such beneficial interest
              and stating that the Person exchanging or transferring such
              interest reasonably believes that the Person acquiring such
              interest in an Accredited Investor Note of such series is an
              institution that is an "accredited investor" (as defined in
              Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and
              is obtaining such interest in a transaction exempt from the
              Securities Act, Euroclear or Cedel or the Trustee, as the case
              may be, shall instruct the Depositary to reduce the Restricted
              Regulation S Global Note of such series, the Unrestricted
              Regulation S Global Note of such series or the Rule 144A Global
              Note of such series, as the case may be, by the aggregate
              principal amount of the beneficial interest in such Global
              Notes to be exchanged or transferred (such instructions to
              contain information regarding the Agent Member's account with
              the Depositary to be debited with such decrease), the Company
              shall execute, and the Trustee shall authenticate and deliver
              in the name of the Person specified in such instructions an
              Accredited Investor Note of such series equal to the reduction
              in the principal amount of the Restricted Regulation S Global
              Note of such series, the Unrestricted Regulation S Global Note
              of such series or the Rule 144A Global Note of such series, as
              the case may be.

                    (vi) OTHER EXCHANGES.  In the event that a Global Note is
              exchanged for Notes in definitive registered form without
              interest coupons pursuant to Section 2.05 hereof, such Notes
              may be exchanged or transferred for one another only in
              accordance with such procedures as are substantially consistent
              with the provisions of clauses (ii) through (v) above
              (including, without limitation, the certification requirements
              intended to insure that such exchanges or transfers comply with
              Rule 144A, Rule 144 or Regulation S and generally with the
              Securities Act, as the case may be) and as may be from time to
              time adopted by the Company and the Trustee.

                    (c)  Successive registrations and registrations of
transfers and exchanges as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the Note Register.  No
service charge shall be made for any registration of transfer or exchange of
the Notes, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith and any
other amounts required to be paid by the provisions of the Notes.

                    (d)  If Notes are issued upon the registration of
transfer, exchange or replacement of Notes not bearing the legends required
by the form of Note attached as EXHIBIT A hereto (collectively, the
"LEGEND"), the Notes so issued shall not bear the Legend.  If Notes are
issued upon the registration or transfer, exchange or replacement of Notes
bearing the Legend, or if a request is made to remove the Legend on a Note,
the Notes so issued shall bear the Legend, or the Legend shall not be
removed, as the case may be, unless there is delivered to the Company and the
Trustee such satisfactory evidence, which

                                       21

<PAGE>

may include an opinion of counsel of recognized standing licensed to practice
law in the State of New York and experienced in matters involving the
Securities Act, as may be reasonably required by the Company that neither the
Legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A, Rule
144 or Regulation S or that such Notes are not "restricted securities" within
the meaning of Rule 144. Upon provision of such satisfactory evidence, the
Trustee, at the direction of the Company, shall authenticate and deliver a
Note that does not bear the Legend.  If a Legend is removed from the face of
a Note and the Note is subsequently held by an affiliate of the Company, the
Legend shall be reinstated.

                    Each Holder of a Note agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange
or assignment of such Holder's Note in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

                    The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Note other than to require delivery of such
certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.

                    SECTION 2.07.  TEMPORARY NOTES.  Pending the preparation
of definitive Notes of any series, the Company may execute, and the Trustee
shall authenticate and deliver, temporary Notes (printed, lithographed or
typewritten) of any authorized denomination, and substantially in the form of
the definitive Notes in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Notes, all as may be determined by the Company.  Every temporary Note of any
series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Notes of that series in accordance with the terms
of Section 2.04 hereof.  Without unnecessary delay the Company will execute
and will furnish definitive Notes of such series and thereupon any or all
temporary Notes of that series may be surrendered in exchange therefor
(without charge to the holders), at the office or agency of the Company
designated for the purpose in the Borough of Manhattan, the City and State of
New York, and the Trustee shall authenticate and such office or agency shall
make available for delivery in exchange for such temporary Notes an equal
aggregate principal amount of definitive Notes of that series, unless the
Company advises the Trustee to the effect that definitive Notes need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Notes of that series shall be entitled to the same
benefits under this Indenture as definitive Notes of that series
authenticated and delivered hereunder.

                    SECTION 2.08.  MUTILATED, DESTROYED, LOST AND STOLEN
NOTES.  In case any temporary or definitive Note shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and make available for delivery, a new Note of
the same series bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Note, or in lieu of and in
substitution for the Note so destroyed, lost or stolen.  In every case the
applicant for a substituted Note shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant's Note and of
the ownership thereof.  The Trustee may authenticate any such substituted

                                       22

<PAGE>

Note and make available for delivery the same upon the written order of the
Company.  Upon the issuance of any substituted Note, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and the expenses of the Trustee) connected therewith.  In case any Note
which has matured or is about to mature or has been called for redemption
shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substituted Note, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Note) if
the applicant for such payment shall furnish to the Company and to the
Trustee such security or indemnity as they may require to save them harmless
and, in case of destruction, loss or theft, evidence to the satisfaction of
the Company and the Trustee of the destruction, loss or theft of such Note
and of the ownership thereof.

                    Every Note issued pursuant to the provisions of this
Section in substitution for any Note which is mutilated, destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Note shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Notes of the same series duly issued hereunder.  All Notes shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes, and shall preclude (to the extent lawful) any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

                    SECTION 2.09.  CANCELLATIONS.  All Notes surrendered for
the purpose of payment, redemption, exchange or registration of transfer
shall, if surrendered to the Company or any paying agent, be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be canceled
by it, and no Notes shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture.  On request
of the Company, the Trustee shall deliver to the Company canceled Notes held
by the Trustee.  All canceled Notes held by the Trustee shall be disposed of
in accordance with the Trustee's policy of disposal of canceled Notes;
provided that the Trustee shall not be required to destroy canceled Notes.
If the Company shall otherwise acquire any of the Notes, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are
delivered to the Trustee for cancellation.

                    SECTION 2.10.  BENEFITS OF INDENTURE.  Nothing in this
Indenture or in the Notes, express or implied, shall give or be construed to
give to any Person, other than the parties hereto and the holders of the
Notes, any legal or equitable right, remedy or claim under or in respect of
this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Notes.

                    SECTION 2.11.  AUTHENTICATING AGENT.  So long as any of
the Notes of any series remain Outstanding, there may be an Authenticating
Agent for any or all such series of Notes which the Trustee shall have the
right to appoint.  The Authenticating Agent shall be authorized to act on
behalf of the Trustee to authenticate Notes of such series issued upon
exchange, transfer or partial redemption thereof, and Notes so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
All references in this Indenture to the authentication of Notes of any series
by the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series except for authentication upon original issuance or
pursuant to Section 2.07 hereof.  Each Authenticating Agent shall be
acceptable to the Company and shall be a bank

                                       23

<PAGE>

or trust company or corporation which has a combined capital and surplus, as
most recently reported or determined by it, of not less than $50 million, and
which is otherwise authorized under such laws to conduct a trust business and
is subject to supervision or examination by Federal or state authorities.  If
at any time any Authenticating Agent shall cease to be eligible in accordance
with these provisions, it shall resign immediately.

                    Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company.  The Trustee
may at any time (and upon request by the Company shall) terminate the agency
of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company.  Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company and
shall mail written notice of such appointment to all Noteholders of the
series with respect to which such Authenticating Agent shall serve, as their
names and addresses appear in the Note Register.  Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall
become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.

                    SECTION 2.12.  CUSIP NUMBERS.  The Company in issuing the
Notes may, and in the case of Global Notes pursuant to Section 2.02(c) shall,
use "CUSIP" numbers (if then generally in use), and, if so used, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to
holders of Notes; PROVIDED that any such notice may state that no
representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Company will promptly notify the Trustee of
any change in the CUSIP numbers.

                    SECTION 2.13.  SUPPORT AGREEMENT.  Holders of Notes of a
particular series and the Trustee in respect thereof are entitled to the
benefits of the Support Agreement available to the Lenders (as defined in the
Support Agreement), if, and only if, provided for in an indenture
supplemental hereto or in an Officer's Certificate delivered to the Trustee
pursuant to Section 2.01 hereof, it being understood and agreed that the
Notes of such series shall constitute Obligations (as defined in the Support
Agreement) for the purposes of the Support Agreement.

                                ARTICLE THREE

             Redemption of Notes, Repayment at the Option of
                  the Holder and Sinking Fund Provisions

                    SECTION 3.01.  REDEMPTION OF NOTES; REPAYMENT AT THE
OPTION OF THE HOLDER.  The Company may redeem the Notes of any series issued
hereunder on and after the dates and in accordance with the terms established
for that series pursuant to Section 2.01 hereof.  The Notes may be repayable
by the Company at the option of the holders thereof on and after the dates in
accordance with the terms established for that series pursuant to Section
2.01 hereof.

                                       24

<PAGE>

                    SECTION 3.02.  NOTICES OF REDEMPTION.

                    (a)  In case the Company shall desire to exercise such
right to redeem all or, as the case may be, a portion of the Notes of any
series in accordance with the right reserved so to do, it shall give notice
of such redemption to holders of the Notes of the series to be redeemed by
mailing, first-class postage prepaid, a notice of such redemption not less
than 30 days and not more than 60 days before the date fixed for redemption
of that series to such holders at their last addresses as they shall appear
upon the Note Register.  Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or
not the registered holder receives the notice. In any case, failure duly to
give such notice to the holder of any Note of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Notes of that
series or any other series.  In the case of any redemption of Notes prior to
the expiration of any restriction on such redemption or pursuant to an
election of the Company which is subject to a condition provided in the terms
of such Notes or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officer's Certificate evidencing compliance with any such
restriction or condition.

                    Each such notice of redemption shall identify the Notes
to be redeemed (including CUSIP numbers), specify the date fixed for
redemption and the redemption price at which Notes of that series are to be
redeemed, and shall state that payment of the redemption price of the Notes
to be redeemed will be made at the office or agency of the Company in the
Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Notes, that interest accrued to the date fixed for
redemption will be paid as specified in that notice, that from and after that
date interest will cease to accrue, and that the redemption is for a sinking
fund, if such is the case.  If less than all the Notes of a series are to be
redeemed, the notice to the holders of Notes of that series to be redeemed
shall specify the particular Notes to be so redeemed.  In case any Note is to
be redeemed in part only, the notice which relates to such Note shall state
the portion of the principal amount thereof to be redeemed, and shall state
that on and after the redemption date, upon surrender of such Note, a new
Note or Notes of that series in principal amount equal to the unredeemed
portion thereof will be issued.

                    (b)  The Company shall give the Trustee at least 45 days'
advance notice (provided that such notice is required solely with respect to
a redemption at the option of the Company) of the date fixed for redemption
(unless shorter notice shall be acceptable to the Trustee) as to the
aggregate principal amount of Notes of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other manner as it
shall deem appropriate and fair in its discretion and which may provide for
the selection of a portion or portions (equal to $100,000 or integral
multiples of $1,000 in excess thereof) of the principal amount of Notes of
such series of a denomination larger than $100,000, the Notes to be redeemed
and shall thereafter promptly notify the Company and the Note Registrar (if
other than itself) in writing of the numbers of the Notes to be redeemed.

                    The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by an Authorized Officer,
instruct the Trustee or any paying agent to call all or any part of the Notes
of a particular series for redemption and to give notice of redemption in the
manner set forth in this Section, such notice to be in the name of the
Company or its own name as the Trustee or such paying agent may deem
advisable.  In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as
the same may be, such Note Register, transfer books or other records, or

                                       25

<PAGE>

suitable copies or extracts therefrom, sufficient to enable the Trustee or
such paying agent to give any notice by mail that may be required under the
provisions of this Section.

                    SECTION 3.03.  PRESENTATION AND SURRENDER OF NOTES.

                    (a)  If the giving of notice of redemption shall have
been completed as above provided, the Notes or portions of Notes of the
series to be redeemed specified in such notice shall become due and payable
on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and interest on such Notes or portions of Notes shall cease to
accrue on and after the date fixed for redemption, unless the Company shall
default in the payment of such redemption price and accrued interest with
respect to any such Note or portion thereof.  On presentation and surrender
of such Notes on or after the date fixed for redemption at the place of
payment specified in the notice, such Notes shall be paid and redeemed at the
applicable redemption price for such series, together with interest accrued
thereon to the date fixed for redemption (but if the date fixed for
redemption is an interest payment date, the interest installment payable on
such date shall be payable to the registered holder at the close of business
on the applicable record date pursuant to Section 2.03).

                    (b)  Upon presentation of any Note of such series which
is to be redeemed in part only, the Company shall execute, the Trustee shall
authenticate and the office or agency where the Note is presented shall make
available for delivery to the holder thereof, at the expense of the Company,
a new Note or Notes of the same series, of authorized denominations in
principal amount equal to the unredeemed portion of the Note so presented.

                    SECTION 3.04.  SINKING FUND.  The provisions of this
Section 3.04 and Sections 3.05 and 3.06 shall apply to any sinking fund for
the retirement of Notes of a series, except as otherwise specified as
contemplated by Section 2.01 for Notes of that series.

                    The minimum amount of any sinking fund payment provided
for by the terms of Notes of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Notes of any series is herein referred to as an
"optional sinking fund payment."  If provided for by the terms of Notes of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Notes of any series as provided for by the terms
of Notes of that series.

                    SECTION 3.05.  SATISFACTION OF SINKING FUND PAYMENT.  The
Company (i) may deliver Outstanding Notes of a series (other than any
previously called for redemption) and (ii) may apply as a credit Notes of a
series which have been redeemed either at the election of the Company
pursuant to the terms of such Notes or through the application of permitted
optional sinking fund payments pursuant to the terms of such Notes, in each
case in satisfaction of all or any part of any sinking fund payment with
respect to the Notes of such series required to be made pursuant to the terms
of such Notes as provided for by the terms of that series; provided that such
Notes have not been previously so credited.  Such Notes shall be received and
credited for such purpose by the Trustee at the redemption price specified in
such Notes for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

                                       26

<PAGE>

                    SECTION 3.06.  REDEMPTION OF SECURITIES FOR SINKING FUND.
 Not less than 45 days prior to each sinking fund payment date for any series
of Notes, the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that
series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by delivering and crediting Notes of that series
pursuant to Section 3.05 and the basis for such credit and will, together
with such Officer's Certificate, deliver to the Trustee any Notes to be so
delivered.  Not less than 30 days before each such sinking fund payment date,
the Trustee shall select the Notes to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice to be
given in the name of and at the expense of the Company in the manner provided
in Section 3.02.  Such notice having been duly given, the redemption of such
Notes shall be made upon the terms and in the manner stated in Section 3.03.

                               ARTICLE FOUR

                  Particular Covenants of the Company

                    Unless otherwise provided in a supplemental indenture
executed in accordance with Article Nine hereof, the covenants contained in
this Article Four shall apply to each series of the Notes.  The Company
covenants and agrees for each series of the Notes as follows:

                    SECTION 4.01.  PAYMENT OF PRINCIPAL, PREMIUM AND
INTEREST.  The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Notes of that series
at the time and place and in the manner provided herein and established with
respect to such Notes.

                    SECTION 4.02.  MAINTENANCE OF OFFICE AND AGENCY.  So long
as any series of the Notes remains Outstanding, and thereafter as provided in
Article Eleven, the Company agrees to maintain an office or agency in the
Borough of Manhattan, the City and State of New York (which, unless changed,
shall be a corporate trust office or agency of the Trustee), with respect to
each such series and at such other location or locations as may be designated
as provided in this Section 4.02, where (i) Notes of that series may be
presented for payment, (ii) Notes of that series may be presented as
hereinabove authorized for registration of transfer and exchange and (iii)
notices and demands to or upon the Company in respect of the Notes of that
series and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its Chief Executive Officer, its President, a Vice
President or its Treasurer and delivered to the Trustee, designate some other
office or agency for such purposes or any of them. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands.

                    SECTION 4.03.  MONEY FOR NOTE PAYMENTS TO BE HELD IN
TRUST.

                    (a)  If the Company shall appoint one or more paying
agents, other than the Trustee, for all or any series of the Notes, the
Company will cause each such paying agent to execute and deliver

                                       27


<PAGE>

to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section, that it will:

              (1)  hold all sums held by it as such agent for the payment of
         the principal of (and premium, if any) or interest on the Notes of
         that series (whether such sums have been paid to it by the Company
         or by any other obligor of such Notes) in trust for the benefit of
         the Persons entitled thereto until such sums shall be paid to such
         Persons or otherwise disposed of as herein provided;

              (2)  give the Trustee notice of any failure by the Company (or
         by any other obligor of such Notes) to make any payment of the
         principal of (and premium, if any) or interest on the Notes of that
         series when the same shall be due and payable;

              (3)  at any time during the continuance of any failure referred
         to in the preceding paragraph (a)(2) above, upon the written request
         of the Trustee, forthwith pay to the Trustee all sums so held in
         trust by such paying agent; and

              (4)  perform all other duties of paying agent as set forth in this
         Indenture.

              (b)  If the Company shall act as its own paying agent with
respect to any series of the Notes, it will, on or before each due date of
the principal of (and premium, if any) or interest on Notes of that series
set aside, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay such principal (and premium, if any)
or interest so becoming due on Notes of that series until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of such action, or any failure (by it or any
other obligor on such Notes) to take such action.  Whenever the Company shall
have one or more paying agents for any series of Notes, it will, no later
than 11:00 A.M. New York time on or prior to each due date of the principal
of (and premium, if any) or interest on any Notes of that series, deposit
with the paying agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum in immediately available funds to
be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such paying agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

              (c)  Anything in this Section 4.03 to the contrary
notwithstanding, (i) the agreement to hold sums in trust as provided in this
Section 4.03 is subject to the provisions of Section 11.06 and (ii) the
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or direct any
paying agent to pay, to the Trustee all sums held in trust by the Company or
such paying agent, such sums to be held by the Trustee upon the same terms
and conditions as those upon which such sums were held by the Company or such
paying agent; and, upon such payment by any paying agent to the Trustee, such
paying agent shall be released from all further liability with respect to
such sums.

              SECTION 4.04.  APPOINTMENT OF TRUSTEE.  The Company, whenever
necessary to avoid or fill a vacancy in the Office of Trustee, will appoint,
in the manner provided in Section 7.10, a Trustee, so that there shall at all
times be a Trustee hereunder.

              SECTION 4.05.  CONSOLIDATION, MERGER OR SALE.  The Company will
not, while any of the Notes remain Outstanding, consolidate with, merge into,
merge into itself or sell or convey all or

                                      28

<PAGE>

substantially all of its property to any other Person, unless the provisions
of Article Ten hereof are complied with.

              SECTION 4.06.  LIMITATION ON LIENS.  If this covenant shall be
made applicable to the Notes of a particular series, so long as any of the
Notes of that series are outstanding, the Company covenants and agrees that
it will not create or suffer to exist, or permit any of its Subsidiaries to
create or suffer to exist, any Lien, security interest or other charge or
encumbrance, or any other type of preferential arrangement, upon or with
respect to any of its property, whether now owned or hereafter acquired, or
assign, or permit any of its Subsidiaries to assign, any right to receive
income, in each case to secure or provide for the payment of any
Indebtedness, without effectively providing that the Outstanding Notes to
which this section shall have been made applicable (together with, if the
Company so determines, any other indebtedness or obligation then existing or
thereafter created ranking equally with the Notes) shall be secured equally
and ratably with (or prior to) such Indebtedness so long as such Indebtedness
shall be so secured, except that the foregoing provisions shall not apply to:

              (a)  Liens or security interests existing on such property at
         the time of its acquisition (other than any such Lien or security
         interest created in the contemplation of such acquisition or of such
         Person becoming a Subsidiary);

              (b)  Liens created by purchase money mortgages or other
         security interests upon or in any property acquired or held by the
         Company or any Subsidiary in the ordinary course of business to
         secure the purchase price of such property or to secure Indebtedness
         incurred soley for the purpose of financing the acquisition of such
         property;

              (c)   Liens or security interests upon or with respect to any
         of the Company's interests in its Subsidiaries (other than direct
         Subsidiaries of the Company) or any of the Company's Subsidiaries'
         assets incurred solely to secure repayment of project financing for,
         or utility obligations of, such Subsidiary;

              (d)   Margin deposits securing Indebtedness of up to
         $10,000,000 at any one time outstanding relating to obligations
         incurred in the ordinary course of its energy marketing business;

              (e)  Liens securing obligations, neither assumed by the Company
         or any Subsidiary nor on account of which the Company or any
         Subsidiary customarily pays interest, upon real estate upon or under
         which the Company or any Subsidiary has a right-of-way, easement,
         franchise or other servitude or of which the Company or any
         Subsidiary is the lessee of the whole thereof or any interest
         therein for the purpose of locating pipe lines, substations,
         measuring stations, tanks or pumping or delivery equipment;

              (f)  Liens or security interests on assets of a Subsidiary
         securing Indebtedness of such Subsidiary, provided that the
         aggregate principal amount of outstanding Indebtedness of
         Subsidiaries secured by Liens or security interests incurred
         pursuant to this clause (f) shall not exceed $10,000,000 at any time;

              (g)  Liens on any assets of any Subsidiary of the Company in
         favor of he Company or any Subsidiary of the Company; and

                                      29

<PAGE>

              (h)  Extensions and renewals of any Lien or security interest
         described in clauses (a) through (g) above, PROVIDED that (A) any
         such extension or renewal shall be limited to the property
         theretofore subject to such Lien or security interest and additions
         and/or improvements thereto and (B) the principal amount of the
         Indebtedness secured by such Lien or security interest shall not be
         increased.

              Notwithstanding the foregoing, the Company and one or more
         Subsidiaries may issue, assume or guarantee Indebtedness secured by
         Liens upon or with respect to any property of the Company or any
         Subsidiary which would otherwise be subject to the foregoing
         restrictions, provided that at the time of such issuance, assumption
         or guarantee of Indebtedness, after giving effect thereto and to the
         retirement of any Indebtedness which is concurrently being retired,
         the sum of (i) the aggregate principal amount of all outstanding
         Indebtedness secured by such Liens which could not have been issued,
         assumed or guaranteed by the Company or a Subsidiary without equally
         and ratably securing the Notes of each series then Outstanding,
         except for the provisions of this paragraph, plus (ii) the
         Attributable Debt of the Company and its Subsidiaries in respect of
         Sale and Leaseback Transactions entered into pursuant to the final
         paragraph under Section 4.09 below, does not at such time exceed 15%
         of Consolidated Net Tangible Assets of the Company computed as of
         the end of the most recent fiscal quarter preceding such issuance,
         assumption or guarantee.

               SECTION 4.07.  CERTIFICATE TO TRUSTEE.  So long as any of the
Notes are Outstanding, the Company shall furnish to the Trustee on or before
May 15 in each year (beginning with May 15, 1998) a brief certificate from
the principal executive, financial or accounting officer of the Company as to
his or her knowledge of the Company's compliance with all covenants under
this Indenture (such compliance to be determined without regard to any period
of grace or requirement of notice provided under this Indenture).

                    SECTION 4.08.  REPORTS BY THE COMPANY.

                     (a)      If the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, then the Company
shall file with the Trustee, and the Trustee shall provide Noteholders,
within 30 days after it files them with the Commission, copies of its annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) that the Company is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act.

                    (b)  As long as the Company is not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, nor is
exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act and
the Notes are "restricted securities" within the meaning of Rule 144 under
the Securities Act, upon the request of a Noteholder who is a "qualified
institutional buyer" (as defined in Rule 144A) or any owner of a beneficial
interest in a Note who is a "qualified institutional buyer" (as defined in
Rule 144A), the Company shall promptly furnish or cause to be furnished "Rule
144A Information" (as defined herein) to such Noteholder or beneficial owner
or to a prospective purchaser of such Note who is a "qualified institutional
buyer" (as defined in Rule 144A) designated by such Noteholder or beneficial
owner who is a "qualified institutional buyer" (as defined in Rule 144A).
"RULE 144A INFORMATION" shall be such information as is specified pursuant to
Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

                                      30

<PAGE>

                    (c)  So long as any of the Notes are Outstanding, in
addition to the requirement to furnish Rule 144A Information as provided in
subsection (b), the Company shall file with the Trustee and the Trustee shall
provide to all Noteholders and (upon the request thereof delivered to the
Company or the Trustee) to holders of an interest in any Global Note annual
consolidated financial statements of the Company prepared in accordance with
GAAP (together with notes thereto and, with respect to financial statements
for fiscal year 1998 and thereafter, a report thereon by an independent
accountant of established national reputation), such statements to be filed
with the Trustee within 120 days after the end of the fiscal year covered
thereby.  In addition, the Company will file with the Trustee, and the
Trustee will provide upon written request to each holder (and beneficial
holder) of not less than 10% of the outstanding principal amount of the Notes
of any series, unaudited condensed consolidated balance sheets of the Company
as of the end of each of the first three fiscal quarters of each fiscal year
prepared on a basis consistent with the annual financial statements furnished
pursuant to clause (c)(i), such statements to be  filed with the Trustee
within 60 days after the end of each such fiscal quarter.

                    (d)  As long as Notes remain outstanding and the Support
Agreement is still in effect, the Company shall file with the Trustee, and
the Trustee shall provide to all holders of Notes that have the benefit of
the Support Agreement, within 30 days after they are filed with the
Commission, copies of Energy Corp.'s annual reports and of the information,
documents and other reports (or copies of such portions of any of the
foregoing as the Commission may by rules and regulations prescribe) that
Energy Corp. is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act.

                    Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer's Certificates).

                    SECTION 4.09.  RESTRICTIONS ON SALES AND LEASEBACKS.  If
this covenant shall be made applicable to the Notes of a particular series,
the Company shall not and shall not permit any Subsidiary to enter into any
arrangement with any Person (not including arrangements between the Company
and a Subsidiary or between Subsidiaries) providing for the sale and leasing
back by the Company or any Subsidiary for a period, including renewal, in
excess of three years of any property which has been owned or operated for
more than nine months after the acquisition thereof or the completion of
construction and commencement of full operation thereof by the Company or any
Subsidiary (a "Sale and Leaseback Transaction"), unless:

              (1)  immediately after giving effect to such Sale and Leaseback
         Transaction, no Event of Default, or event that with the giving of
         notice or passage of time or both would constitute an Event of
         Default, shall have occurred and be continuing, and

              (2)  an amount equal to the fair market value (as determined in
         good faith by the Company's Board of Directors at the time of
         entering into such arrangements) is received for the property so
         sold and leased back and is (i) invested in, or is held in cash or
         cash-equivalents for reinvestment in, other energy-related assets
         owned or to be owned by the Company or its Subsidiaries or (ii)
         applied to the payment or prepayment of Indebtedness of the Company
         or any of its Subsidiaries (other than Indebtedness owed to the
         Company or any of its Subsidiaries).

                                      31

<PAGE>

               Notwithstanding the foregoing, the Company and its
Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction
which would otherwise be prohibited by the above restriction, provided that
at the time of such transaction, after giving effect thereto, the sum of (i)
the aggregate amount of the Attributable Debt in respect of all Sale and
Leaseback Transactions existing at such time which could not have been
entered into except for the provisions of this paragraph, plus (ii) the
aggregate principal amount of outstanding Indebtedness secured by Liens in
reliance on the last paragraph under Section 4.06 above does not at such time
exceed 15% of Consolidated Net Tangible Assets of the Company computed as of
the end of the most recent fiscal quater preceding such Sale and Leaseback
Transaction.

                    SECTION 4.10.  SUPPORT AGREEMENT. The Company covenants
and agrees with respect to any Notes that are entitled to the benefit of the
Support Agreement that (a) it will perform its obligations under the Support
Agreement, and request funds from Energy Corp. in accordance with the terms
of the Support Agreement in the event the Company is unable to make timely
payment, when due, of interest, principal or premium, if any, on the Notes,
and (b) it will not agree to any amendment or termination of the Support
Agreement as in effect on the date of this Indenture, except in accordance
with the terms of the Support Agreement as in effect on the date of this
Indenture.

                                     ARTICLE FIVE

                   Noteholders' Lists and Reports by the Company
                                   and the Trustee

          SECTION 5.01.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.  The Company will furnish or cause to be furnished to the Trustee
(a) not later than 10 days after each regular record date (as defined in
Section 2.03), a list, in such form as the Trustee may reasonably require, of
the names and addresses of the holders of each series of Notes as of such
regular record date; provided that the Company shall not be obligated to
furnish or cause to furnish such list at any time that the list shall not
differ in any respect from the most recent list furnished to the Trustee by
the Company and (b) at such other times as the Trustee may request in writing
within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; PROVIDED, HOWEVER, no such list need be
furnished for any series for which the Trustee shall be the Note Registrar.

          SECTION 5.02.  INFORMATION FROM TRUSTEE.
           (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Notes contained in the most recent list furnished to it as provided
in Section 5.01 and as to the names and addresses of holders of Notes received
by the Trustee in its capacity as Note Registrar (if acting in such capacity).

          (b)  The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

          (c)  In case three or more holders of Notes of a series (hereinafter
referred to as "applicants") holding not less than 10% in aggregate principal
amount of the Notes of such series apply in writing to the Trustee, and furnish
to the Trustee reasonable proof that each such applicant has owned

                                      32
<PAGE>

a Note for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other holders of Notes of that series or holders of all
Notes with respect to their rights under this Indenture or under such Notes,
and is accompanied by a copy of the form of proxy or other communication
which such applicants propose to transmit, then the Trustee shall, within
five Business Days after the receipt of such application, at its election,
either:

               (1)  afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the
         provisions of Section 5.02(a); or

               (2)  inform such applicants as to the approximate number of
         holders of Notes of such series or of all Notes, as the case may be,
         whose names and addresses appear in the information preserved at the
         time by the Trustee, in accordance with the provisions of Section
         5.02(a), and as to the approximate cost of mailing to such
         Noteholders the form of proxy or other communication, if any,
         specified in such application.

          (d)  If the Trustee shall elect not to afford such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each holder of that series or of all Notes, as the case may
be, whose name and address appears in the information preserved at the time by
the Trustee in accordance with the provisions of Section 5.02(a), a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing.

          (e)  Each and every holder of the Notes, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent nor any Note Registrar shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the holders of Notes in accordance with the provisions of Section 5.02(c),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 5.02(c).


                                      ARTICLE SIX

                        Remedies of the Trustee and Noteholders
                                 on Event of Default

          SECTION 6.01.  EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
WAIVER OF DEFAULT.
          (a)  Unless otherwise provided in a supplemental indenture executed in
accordance with Article Nine hereof, the Events of Default contained in this
Article Six shall apply to each series of the Notes.  Whenever used herein with
respect to Notes of a particular series, "Event of Default" means any one or
more of the following events which has occurred and is continuing:

               (1)  default in the payment of the principal of (or any
         premium on) any of the Notes of that series as and when the same
         shall become due and payable, whether at maturity, upon redemption,
         by declaration or otherwise, or in any payment required by any
         sinking or analogous fund established with respect to that series;


                                      33
<PAGE>

               (2)  default in the payment of any installment of interest
         upon any of the Notes of that series, as and when the same shall
         become due and payable, and continuance of such default for a period
         of 30 days;

               (3)  (i) an event of default, as defined in any instrument of
         the Company or any of its Material Consolidated Subsidiaries under
         which there may be issued, or by which there may be secured or
         evidenced, any Indebtedness of the Company or any Material
         Consolidated Subsidiary of the Company, that has resulted in the
         acceleration of such Indebtedness and such acceleration shall not
         have been rescinded or annulled within 30 days of the occurrence
         thereof, or any default occurring in the payment of such
         Indebtedness at final maturity (and after the expiration of any
         applicable grace period and such default shall not have been cured
         within 90 days), other than such Indebtedness (x) which is payable
         solely out of the property or assets of a partnership, joint venture
         or similar entity of which the Company or any of its Subsidiaries or
         Affiliates is a participant, or which is secured solely by a lien on
         the property or assets owned or held by such entity, (y) which is
         Non-Recourse Indebtedness of the Company or any Material
         Consolidated Subsidiary of the Company, or (z) the principal of such
         Indebtedness, which, when added to the principal of all other such
         Indebtedness (exclusive of Indebtedness under clauses (x) and (y)
         above), does not exceed the greater of $15,000,000 (or the
         equivalent in another currency) and 2% of the Consolidated Net
         Tangible Assets of the Company computed as of the end of the most
         recent fiscal quarter; or

                    (ii) an event of default, as defined in any instrument of
         Energy Corp. or LG&E under which there may be issued, or by which
         there may be secured or evidenced, any Indebtedness of Energy Corp.
         or LG&E, that has resulted in the acceleration of such Indebtedness
         and such acceleration shall not have been rescinded or annulled
         within 30 days of the occurrence thereof, or any default occurring
         in the payment of such Indebtedness at final maturity (and after the
         expiration of any applicable grace period and such default shall not
         have been cured within 90 days), other than such Indebtedness (x)
         which is payable solely out of the property or assets of a
         partnership, joint venture or similar entity of which Energy Corp.
         or any of its Subsidiaries or Affiliates is a participant, or which
         is secured solely by a lien on the property or assets owned or held
         by such entity, (y) which is Non-Recourse Indebtedness of Energy
         Corp. or LG&E, as the case may be, or (z) the principal of such
         Indebtedness, which, when added to the principal of all other such
         Indebtedness (exclusive of Indebtedness under clauses (x) and (y)
         above), does not exceed the greater of $25,000,000 (or the
         equivalent in another currency) and 1% of the Consolidated Net
         Tangible Assets of Energy Corp. computed as of the end of the most
         recent fiscal quarter;

               (4)  failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company with respect to that series contained in such Notes or
         otherwise established with respect to that series of Notes pursuant
         to Section 2.01 hereof or contained in this Indenture or the Support
         Agreement, if applicable to that series of Notes (other than a
         covenant or agreement which has been expressly included in this
         Indenture solely for the benefit of one or more series of Notes
         other than such series) for a period of 30 days after the date on
         which written notice of

                                      34
<PAGE>


         such failure, requiring the same to be remedied and stating that such
         notice is a "Notice of Default" hereunder, shall have been given to
         the Company by the Trustee, by registered or certified mail, or to the
         Company and the Trustee by the holders of at least 25% in principal
         amount of the Notes of that series at the time outstanding;

               (5)  a decree or order by a court having jurisdiction in the
         premises shall have been entered adjudging the Company, Energy
         Corp., LG&E or any Material Consolidated Subsidiary of the Company
         (collectively, the "RELEVANT PARTIES") as bankrupt or insolvent, or
         approving as properly filed a petition seeking liquidation or
         reorganization of any Relevant Party under the Federal Bankruptcy
         Code or any other similar applicable Federal or state law, and such
         decree or order shall have continued unvacated and unstayed for a
         period of 90 days; an involuntary case shall be commenced under the
         Federal Bankruptcy Code in respect of any Relevant Party and shall
         continue undismissed for a period of 90 days or an order for relief
         in such case shall have been entered; or a decree or order of a
         court having jurisdiction in the premises shall have been entered
         for the appointment on the ground of insolvency or bankruptcy of a
         receiver, custodian, liquidator, trustee or assignee in bankruptcy
         or insolvency of any Relevant Party or of its property, or for the
         winding up or liquidation of its affairs, and such decree or order
         shall have remained in force unvacated and unstayed for a period of
         90 days;

               (6)  any Relevant Party shall institute proceedings to be
         adjudicated a voluntary bankrupt, shall consent to the filing of a
         bankruptcy proceeding against it, shall file a petition or answer or
         consent seeking liquidation or reorganization under the Federal
         Bankruptcy Code or other similar applicable Federal or state law,
         shall consent to the filing of any such petition or shall consent to
         the appointment on the ground of insolvency or bankruptcy of a
         receiver or custodian or liquidator or trustee or assignee in
         bankruptcy or insolvency of it or of its property, or shall make a
         general assignment for the benefit of creditors;

               (7)  one or more final judgments, decrees or orders of any
         court, tribunal, arbitration, administrative or other governmental
         body or similar entity for the payment of money shall be rendered
         against the Company or any Material Consolidated Subsidiary of the
         Company or any of their respective properties in an aggregate amount
         in excess of the greater of $15,000,000 or 2% of Consolidated Net
         Tangible Assets of the Company computed as of the end of the most
         recent fiscal quarter (excluding the amount thereof covered by (i)
         insurance or (ii) a performance or similar bond) and such judgment,
         decree or order shall remain unvacated, undischarged and unstayed
         for more than 90 days, except while being contested in good faith by
         appropriate proceedings; or

               (8)  one or more final judgments, decrees or orders of any
         court, tribunal, arbitration, administrative or other governmental
         body or similar entity for the payment of money shall be rendered
         against Energy Corp. or LG&E or any of their respective properties
         in an aggregate amount in excess of the greater of $25,000,000 or 1%
         of the Consolidated Net Tangible Assets of Energy Corp. computed as
         of the end of the most recent fiscal quarter (excluding the amount
         thereof covered by (i) insurance or (ii) a performance or similar
         bond) and such judgment, decree or order shall remain

                                      35
<PAGE>

         unvacated, undischarged and unstayed for more than 90 days, except
         while being contested in good faith by appropriate proceedings; or

               (9)  at any time that any of the Notes are entitled to be to
         the benefits of the Support Agreement, failure on the part of Energy
         Corp. duly to observe or perform any of the covenants or agreements
         on the part of Energy Corp. under the Support Agreement (after
         giving effect to any applicable grace periods) for a period of 90
         days after the date on which written notice of such failure,
         requiring the same to be remedied and stating that such notice is a
         "Notice of Default" hereunder, shall have been given to Energy Corp.
         by the Trustee, by registered or certified mail, or to Energy Corp.
         and the Trustee by the holders of at least 25% in principal amount
         of the Notes of that series at the time outstanding.

          (b)  In each and every such case, the Company shall file with the
Trustee written notice of the occurrence of any Event of Default within five
Business Days of the Company's becoming aware of any such Event of Default, and
unless the principal of all the Notes of that series shall have already become
due and payable, either the Trustee or the holders of not less than 25% in
aggregate principal amount of the Notes of that series then outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Noteholders), may declare the principal of all the Notes of that series to
be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything contained in this
Indenture or in the Notes of that series or established with respect to that
series pursuant to Section 2.01 hereof to the contrary notwithstanding; provided
that in the case of an Event of Default described in Section 6.01(a)(5) hereof
(with respect to the Company and the Parent only), the entire principal amount
of all Outstanding Notes, all interest accrued and unpaid thereon, and all
premium (if any) and other amounts payable under the Notes and this Indenture,
if any, shall automatically become due and payable without presentment, demand,
protest or notice of any kind, all of which are hereby waived.

          (c)  The provisions of subsection (b) of this Section, however, are
subject to the condition that if, at any time after the principal of the Notes
of that series shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Notes of that series and the principal of (and premium, if any, on) any and
all Notes of that series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Notes of that
series to the date of such payment or deposit) and the amount payable to the
Trustee under Section 7.06, and any and all defaults under the Indenture, other
than the nonpayment of principal on Notes of that series which shall not have
become due by their terms, shall have been remedied or waived as provided in
Section 6.06, then and in every such case the holders of the majority in
aggregate principal amount of the Notes of that series then outstanding, by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon.

          (d)  In case the Trustee shall have proceeded to enforce any right
with respect to Notes of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been

                                      36
<PAGE>

determined adversely to the Trustee, then and in every such case the Company
         and the Trustee shall be restored respectively to their former
         positions and rights hereunder, and all rights, remedies and powers
         of the Company and the Trustee shall continue as though no such
         proceedings had been taken.

          SECTION 6.02.  COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY
PROVE DEBT.
          (a)  The Company covenants that (1) in case default shall be made in
the payment of any installment of interest on any of the Notes of a series, and
such default shall have continued for a period of 30 days, or (2) in case
default shall be made in the payment of the principal of (or premium, if any,
on) any of the Notes of a series when the same shall have become due and
payable, whether upon maturity of the Notes of a series or upon redemption or
upon declaration or otherwise, or in any payment required by any sinking or
analogous fund established with respect to that series as and when the same
shall have become due and payable, then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Notes of that
series, the whole amount that then shall have become due and payable on all such
Notes for principal (and premium, if any) or interest, or both, as the case may
be, with interest upon the overdue principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law) upon
overdue installments of interest at the rate per annum expressed in the Notes of
that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.06.

          (b)  In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree (i) against the Company, or any other obligor upon
the Notes of that series and collect in the manner provided by law out of the
property of the Company or any other obligor upon the Notes of that series
wherever situated the moneys adjudged or decreed to be payable or (ii) against
the Energy Corp., pursuant to Energy Corp.'s obligations under the Support
Agreement, and collect in the manner provided by law out of the property of
Energy Corp. (subject to the limitations set forth in the Support Agreement) the
moneys adjudged or decreed to be payable.

          (c)  In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Notes or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Notes of such
series allowed for the entire amount due and payable by the Company or such
other obligor under the Indenture at the date of institution of such proceedings
and for any additional amount which may become due and payable by the Company or
such other obligor after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the
same after the deduction of the amount payable to the Trustee under Section
7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the holders of Notes of that series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Noteholders, to pay to the Trustee any
amount due it under Section 7.06.

          (d)  All rights of action and of asserting claims under this Indenture
or the Support Agreement, or under any of the terms established with respect to
Notes of that series, may be enforced by

                                      37
<PAGE>

the Trustee without the possession of any of such Notes, or the production
thereof at any trial or other proceeding relative thereto, and any such suit
or proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06,
be for the ratable benefit of the holders of the Notes of that series.

          In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law, in
equity, in bankruptcy or otherwise, whether for the specific enforcement of any
covenant or agreement contained in this Indenture or the Support Agreement or in
aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize, consent to, accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes of
that series or the rights of any holder thereof or to authorize the Trustee to
vote in respect of the claim of any Noteholder in any such proceeding.

          SECTION 6.03.  APPLICATION OF PROCEEDS.  Any moneys collected by the
Trustee pursuant to Section 6.02 with respect to a particular series of Notes
shall be applied in the order following, at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal
(or premium, if any) or interest, upon presentation of the several Notes of that
series, and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

               FIRST:  To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 7.06;

               SECOND:  To the payment of the amounts then due and unpaid
         upon Notes of that series for principal (and premium, if any) and
         interest, in respect of which or for the benefit of which such money
         has been collected, ratably, without preference or priority of any
         kind, according to the amounts due and payable on such Notes for
         principal (and premium, if any) and interest, respectively; and

               THIRD: To the Company.

          SECTION 6.04.  LIMITATION OF SUITS BY NOTEHOLDERS.  No holder of any
Note of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof with respect to Notes of that
series specifying such Event of Default, as hereinbefore provided, and unless
also the holders of not less than 25% in aggregate principal amount of the Notes
of such series then outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder and shall have offered to the Trustee such reasonable security and
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of security and indemnity, shall have failed to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by the taker and holder of every Note of that
series with every other such taker and holder

                                      38
<PAGE>

and the Trustee, that no one or more holders of Notes of that series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture or the Support Agreement to affect, disturb or
prejudice the rights of the holders of any other of such Notes, or to obtain
or seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture or the Support Agreement, except in
the manner herein provided and for the equal, ratable and common benefit of
all holders of Notes of that series. For the protection and enforcement of
the provisions of this Section, each and every Noteholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

          Notwithstanding any other provisions of this Indenture, however, the
right of any holder of any Note to receive payment of the principal of (and
premium, if any) and interest on such Note, as therein provided, on or after the
respective due dates expressed in such Note (or in the case of redemption, on
the redemption date), or to institute suit for the enforcement of any such
payment on or after such respective dates or redemption date, shall not be
impaired or affected without the consent of such holder.

          SECTION 6.05.  POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT.

          (a)  All powers and remedies given by this Article to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any others thereof or of any other powers and remedies
available to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to
such Notes.

          (b)  No delay or omission of the Trustee or of any holder of any of
the Notes to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed as a waiver of any such default or an acquiescence therein;
and, subject to the provisions of Section 6.04, every power and remedy given by
this Article or by law to the Trustee or to the Noteholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Noteholders.

          SECTION 6.06.  CONTROL BY NOTEHOLDERS.  The holders of a majority in
aggregate principal amount of the Notes of any series at the time outstanding,
determined in accordance with Section 8.04, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee with
respect to that series; PROVIDED, HOWEVER, that such direction shall not be in
conflict with any rule of law or with this Indenture or unduly prejudicial to
the rights of holders of Notes of any other series at the time outstanding
determined in accordance with Section 8.04 not parties thereto and provided
further that such holders have offered to the Trustee reasonable indemnity
against expenses and liabilities.  The holders of a majority in aggregate
outstanding principal amount of the Notes of all series at the time outstanding
affected thereby, determined in accordance with Section 8.04, may on behalf of
the holders of all of the Notes of such series, waive any past default or Event
of Default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, any of the Notes of that series as and when the same
shall become due by the terms of such Notes, which default may be waived by the
unanimous consent of the holders affected.  Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company,

                                      39
<PAGE>

the Trustee and the holders of the Notes of that series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right
consequent thereon.

          SECTION 6.07.  NOTICE OF DEFAULTS.  The Trustee shall, within 90 days
after the occurrence of a default with respect to a particular series, transmit
by mail, first-class postage prepaid, to the holders of Notes of that series, as
their names and addresses appear upon the Note Register, notice of all defaults
with respect to that series actually known to the Trustee, unless such defaults
shall have been cured or waived before the giving of such notice (the term
"defaults" for the purposes of this Section being hereby defined to be the
events specified in subsections (1), (2), (3), (4), (5), (6), (7), (8) and (9)
of Section 6.01 (a), not including any grace periods provided for therein and
irrespective of the giving of notice provided for by subsections (4) and (9) of
Section 6.01(a)); provided, that, except in the case of default in the payment
of the principal of (or premium, if any) or interest on any of the Notes of that
series or in the payment of any sinking fund installment established with
respect to that series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
holders of Notes of that series; provided further, that in the case of any
default of the character specified in Section 6.01(a)(4) and (9) (other than a
payment default under Section 6.01(a)(9)) with respect to Notes of that series,
no such notice to the holders of the Notes of that series shall be given until
at least 30 days after the occurrence thereof.

          The Trustee shall not be deemed to have knowledge of any default,
except (i) a default under Section 6.01(a)(1), (a)(2) or a payment default under
Section 6.01(a)(9) as long as the Trustee is acting as paying agent for such
series of Notes or (ii) any default as to which the Trustee shall have received
written notice or a Responsible Officer charged with the administration of this
Indenture shall have actual knowledge or obtained written notice.

          SECTION 6.08.  UNDERTAKING FOR COSTS.  All parties to this Indenture
agree, and each holder of any Notes by his or her acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, any suit instituted by any
Noteholder, or group of Noteholders, holding more than 10% in aggregate
principal amount of the outstanding Notes of any series, or any suit instituted
by any Noteholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Note of such series, on or after the
respective due dates expressed in such Note or established pursuant to this
Indenture.


                               ARTICLE SEVEN

                          Concerning the Trustee

                                      40
<PAGE>

          SECTION 7.01.  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE PRIOR TO AND
DURING EVENT OF DEFAULT.

           (a)      The Trustee, prior to the occurrence of an Event of Default
with respect to Notes of a series and after the curing of all Events of Default
with respect to Notes of that series which may have occurred, shall undertake to
perform with respect to Notes of that series such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants shall be
read into this Indenture against the Trustee.  In case an Event of Default with
respect to Notes of a series has occurred (which has not been cured or waived),
the Trustee shall exercise with respect to Notes of that series such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent individual would exercise or use
under the circumstances in the conduct of his or her own affairs.

          (b)  No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:

               (1)(x)    the duties and obligations of the Trustee shall with
         respect to Notes of that series be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable
         with respect to Notes of that series except for the performance of
         such duties and obligations as are specifically set forth in this
         Indenture, and no implied covenants or obligations shall be read
         into this Indenture against the Trustee; and

               (y)  in the absence of bad faith on the part of the Trustee,
         the Trustee may with respect to Notes of that series conclusively
         rely, as to the truth of the statements and the correctness of the
         opinions expressed therein, upon any certificates or opinions
         furnished to the Trustee and conforming to the requirements of this
         Indenture; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to
         examine the same to determine whether or not they conform to the
         requirements of this Indenture (but need not confirm or investigate
         the accuracy of mathematical calculations or other facts stated
         therein);

               (2)  the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Responsible Officers
         of the Trustee, unless it shall be proved that the Trustee was
         negligent in ascertaining the pertinent facts;

               (3)  the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in
         accordance with the direction of the holders of not less than a
         majority in principal amount of the Notes of any series at the time
         outstanding relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising
         any trust or power conferred upon the Trustee under this Indenture
         with respect to the Notes of that series; and

               (4)  none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise
         incur or risk personal financial liability in the performance of any
         of its duties or in the exercise of any of its rights or

                                      41
<PAGE>

         powers, if there is reasonable ground for believing that the repayment
         of such funds or liability is not reasonably assured to it under the
         terms of this Indenture or adequate indemnity or security against such
         risk is not reasonably assured to it.

          (c)  Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

          SECTION 7.02.  CERTAIN RIGHTS OF THE TRUSTEE.  Except as otherwise
provided in Section 7.01:

          (a)  The Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

          (b)  Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by an Authorized Officer (unless other
evidence in respect thereof is specifically prescribed herein);

          (c)  Whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) is entitled to receive and may, in the
absence of bad faith on its part, rely upon an Officer's Certificate;

          (d)  The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

          (e)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Noteholders, pursuant to the provisions of this
Indenture, unless such Noteholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing herein contained shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default with
respect to a series of the Notes (which has not been cured or waived) to
exercise with respect to Notes of that series such of the rights and powers
vested in it by this Indenture, and to use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs;

          (f)  If an Event of Default shall have occurred and be continuing, the
Trustee shall be under no obligation to follow any request, order or direction
of the Company if in the reasonable judgment of the Trustee the following of
such request, order or direction would not be in the best interests of all the
holders;

          (g)  The Trustee shall not be liable for any action taken or omitted
to be taken by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture;

                                      42
<PAGE>

          (h)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing to do so by the holders
of not less than a majority in principal amount of the outstanding Notes of the
particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable security or indemnity against such costs,
expenses or liabilities as a condition to so proceeding;

          (i)  The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

          (j)  The Trustee may (but shall not be required to) at any time bring
an action on behalf of the Noteholders against third parties.

          SECTION 7.03.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF.

           (a)      The recitals contained herein and in the Notes (other than
the Certificate of Authentication on the Notes) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same.

          (b)  The Trustee makes no representations as to the validity or
sufficiency of this Indenture, the Support Agreement or of the Notes.

          (c)  The Trustee shall not be accountable for the use or application
by the Company of any of the Notes or of the proceeds of the Notes, or for the
use or application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture or the Support Agreement or established pursuant to
Section 2.01, or for the use or application of any moneys received by any paying
agent other than the Trustee.

          SECTION 7.04.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS,
ETC.  The Trustee or any paying agent or Note Registrar, in its individual or
any other capacity, may become the owner or pledgee of Notes with the same
rights it would have if it were not Trustee, paying agent or Note Registrar.

          SECTION 7.05.  MONEYS HELD BY TRUSTEE.  Subject to the provisions of
Section 11.06, all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by law.  The Trustee shall be under no liability for interest on any
moneys received by it hereunder except such as it may agree in writing with the
Company to pay thereon.

          SECTION 7.06.  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM.
          (a)  The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such compensation as the Company
and the Trustee may agree upon in

                                      43
<PAGE>

writing (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances reasonably incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the documented expenses and disbursements of
its counsel and of all persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad
faith.  The Company also covenants to indemnify the Trustee for, and to hold
it harmless against, any loss, damage, claim, loss, liability or expense,
including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or bad faith on the part of the Trustee and
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses reasonably incurred of defending
itself against any claim of liability in the premises.

          (b)  The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for documented
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the termination of this Indenture and the
resignation or removal of the Trustee.  Such additional indebtedness shall be a
senior lien to that of the Notes upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of the
holders of particular Notes, and the Notes are hereby subordinated to each such
senior lien.

          (c)  When the Trustee incurs expenses or renders services in
connection with an Event of Default, the expenses (including the reasonable
charges and expenses of its counsel) and compensation for its services are
intended to constitute expenses of administration under applicable Federal or
State bankruptcy, insolvency or similar law.

          SECTION 7.07.  RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE,
ETC. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting to take any action hereunder, it shall be entitled
to receive, and such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad
faith on the part of the Trustee, be deemed to be conclusively provided and
established by an Officer's Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered
or omitted to be taken by it under the provisions of this Indenture upon the
faith thereof.

          SECTION 7.08.  CONFLICTING INTEREST.  If the Trustee has acquired or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

          SECTION 7.09.  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.  There
shall at all times be a Trustee with respect to the Notes issued hereunder which
shall at all times be a corporation organized and doing business under the laws
of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other person permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $100 million,
and subject to supervision or examination by Federal, State, Territorial or
District

                                      44
<PAGE>

of Columbia authority.  If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  The Company may not, nor may any person directly or
indirectly controlling, controlled by, or under common control with the
Company, serve as Trustee.  In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
7.10.

          SECTION 7.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.
          (a)  The Trustee or any successor hereafter appointed may at any time
resign with respect to the Notes of one or more series by giving written notice
thereof to the Company.  Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee with respect to Notes of that series
by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee.  If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning Trustee may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor trustee with respect to Notes of that series, or any
Noteholder of that series who has been a bona fide holder of a Note or Notes for
at least six months may, subject to the provisions of Section 6.08, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee.  Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

          (b)  In case at any time any of the following shall occur:

          (1)  the Trustee shall fail to comply with the provisions of Section
     7.08 after written request therefor by the Company or by any Noteholder who
     has been a bona fide holder of a Note or Notes for at least six months; or

          (2)  the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and shall fail to resign after written request
     therefor by the Company or by any such Noteholder; or

          (3)  the Trustee shall become incapable of acting, shall be adjudged a
     bankrupt or insolvent, a receiver of the Trustee or of its property shall
     be appointed or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation,

then, in any such case, the Company may remove the Trustee with respect to all
Notes and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.08, unless the Trustee's duty to
resign is stayed as provided herein, any Noteholder who has been a bona fide
holder of a Note or Notes for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee.  Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.  If a notice of
removal shall have been delivered to the Trustee and no successor

                                      45
<PAGE>

trustee shall have been appointed and have accepted appointment within 30
days after the Trustee's receipt of such notice of removal, the Trustee may
petition any court of competent jurisdiction for the appointment of a
successor trustee.

          (c)  The holders of a majority in aggregate principal amount of the
Notes of any series at the time outstanding may at any time remove the Trustee
with respect to that series and appoint a successor trustee.  If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the removal of the Trustee, the removed Trustee may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor trustee with respect to Notes of that series, or any Noteholder
of that series who has been a bona fide holder of a Note or Notes for at least
six months may, subject to the provisions of Section 6.08, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee.  Such court may thereupon after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

          (d)  Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Notes of a series pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment
by the successor trustee as provided in Section 7.11.

          (e)  Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Notes of one or more series or all of such series,
and at any time there shall be only one Trustee with respect to the Notes of any
particular series.

          SECTION 7.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a)  In case of the appointment hereunder of a successor trustee with
respect to all Notes, every such successor trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
trustee all the rights, powers, and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor trustee all property and
money held by such retiring Trustee hereunder, subject to any prior lien
provided for in Section 7.06(b).

          (b)  In case of the appointment hereunder of a successor trustee with
respect to the Notes of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Notes of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor trustee shall accept such appointment and which shall (1) contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Notes of that or those series to
which the appointment of such successor trustee relates, (2) contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Notes of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee and (3) add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be

                                      46
<PAGE>

trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee and that no Trustee
shall be responsible for any act or failure to act on the part of any other
Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Notes of that or those series to which the appointment of such
successor trustee relates have no further responsibility for the exercise of
rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Notes
of that or those series to which the appointment of such successor trustee
relates; but, on request of the Company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the
property and money held by such retiring Trustee hereunder with respect to
the Notes of that or those series to which the appointment of such successor
trustee relates.

          (c)  Upon request of any such successor trustee or retiring Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

          (d)  No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and eligible
under this Article.

          (e)  Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first-class postage prepaid, to the Noteholders, as
their names and addresses appear upon the Note Register.  If the Company fails
to transmit such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

          SECTION 7.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE.   Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.  In case any
Notes shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.

          SECTION 7.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.  If
and when the Trustee shall become a creditor of the Company (or any other
obligor upon the Notes), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any other obligor upon the Notes).

                                      47


<PAGE>

                                  ARTICLE EIGHT
                            Concerning the Noteholders

          SECTION 8.01.  ACTS OF NOTEHOLDERS.  Whenever in this Indenture it
is provided that the holders of a majority or specified percentage in
aggregate principal amount of the Notes of a particular series may take any
action (including the making any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the
time of taking any such action the holders of such majority or specified
percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Notes of that series in person or by agent or proxy appointed in
writing.

          If the Company shall solicit from the Noteholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officer's
Certificate, fix in advance a record date for that series for the
determination of Noteholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Company shall have no obligation to do so.  If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Noteholders of record at the close of business on the record date shall be
deemed to be Noteholders for the purposes of determining whether Noteholders
of the requisite proportion of outstanding Notes of that series have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
outstanding Notes of that series shall be computed as of the record date;
provided that no such authorization, agreement or consent by such Noteholders
on the record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.

          SECTION 8.02.  TRUSTEE MAY REQUIRE PROOF OF OWNERSHIP.  Subject to
the provisions of Section 7.01, proof of the execution of any instrument by a
Noteholder (such proof will not require notarization) or his, her or its
agent or proxy and proof of the holding by any person of any of the Notes
shall be sufficient if made in the following manner:

          (a)  the fact and date of the execution by any such person of any
     instrument may be proved in any reasonable manner acceptable to the
     Trustee;

          (b)  the ownership of Notes shall be proved by the Note Register of
     such Notes or by a certificate of the Note Registrar thereof; or

          (c)  the Trustee may require such additional proof of any matter
     referred to in this Section as it shall deem necessary.

          SECTION 8.03.  NOTEHOLDERS TO BE TREATED AS OWNERS.  Prior to the
due presentment for registration of transfer of any Note, the Company, the
Trustee, any paying agent and any Note Registrar may deem and treat the
Person in whose name such Note shall be registered upon the books of the
Company as the absolute owner of such Note (whether or not such Note shall be
overdue and notwithstanding any notice of ownership or writing thereon made
by anyone other than the Note Registrar) for the purpose of receiving payment
of or on account of the principal of and premium, if any, and (subject to
Section 2.03) interest on such Note and for all other purposes; and neither
the Company

                                      48
<PAGE>

nor the Trustee nor any paying agent nor any Note Registrar shall be affected
by any notice to the contrary.  All such payments so made to any such Person,
or upon such Person's order, shall be valid and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for monies
payable upon or in respect of any such Note.

          SECTION 8.04.  NOTES HELD BY COMPANY DEEMED NOT OUTSTANDING.  In
determining whether the holders of the requisite aggregate principal amount
of Notes of a particular series have concurred in any direction, consent or
waiver under this Indenture, Notes of that series which are owned by the
Company or any other obligor on the Notes of that series or by any person
directly or indirectly controlling or controlled by or under common control
with the Company or any other obligor on the Notes of that series shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Notes of such series which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded.  Notes so owned may be regarded
as outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor.  In case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

          SECTION 8.05.  RIGHT OF REVOCATION OF ACTION TAKEN.  At any time
prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Notes of a particular series
specified in this Indenture in connection with such action, any holder of a
Note of that series which is shown by the evidence to be included in the
Notes the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Note.  Except as
aforesaid, any such action taken by the holder of any Note shall be
conclusive and binding upon such holder and upon all future holders and
owners of such Note, and of any Note issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether
or not any notation in regard thereto is made upon such Note.  Any action
taken by the holders of a majority or greater percentage in aggregate
principal amount of the Notes of a particular series specified in this
Indenture in connection with such action shall be conclusively binding upon
the Company, the Trustee and the holders of all the Notes of that series.

                                 ARTICLE NINE

           Supplemental Indentures; Amendments to Support Agreement

          SECTION 9.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
NOTEHOLDERS. In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto, without the consent of the Noteholders, for
one or more of the following purposes:

                                         49

<PAGE>

          (a)  to evidence the succession of another corporation to the Company,
     and the assumption by any such successor of the covenants of the Company
     contained herein or otherwise established with respect to the Notes;

          (b)  to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions for the protection of the holders of
     the Notes of all or any series as the Board of Directors shall reasonably
     consider to be for the protection of the holders of Notes of all or any
     series, and to make the occurrence, or the occurrence and continuance, of a
     default in any of such additional covenants, restrictions, conditions or
     provisions a default or an Event of Default with respect to that series
     permitting the enforcement of all or any of the several remedies provided
     in this Indenture as herein set forth; provided, however, that in respect
     of any such additional covenant, restriction, condition or provision, such
     supplemental indenture may provide for a particular period of grace after
     default (which period may be shorter or longer than that allowed in the
     case of other defaults), may provide for an immediate enforcement upon such
     default or may limit the remedies available to the Trustee upon such
     default or may limit the right of the holders of a majority in aggregate
     principal amount of the Notes of such series to waive such default;

          (c)  to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture as shall not be
     inconsistent with the provisions of this Indenture and shall not adversely
     affect the interests of the holders of the Notes of any series;

          (d)  to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Note outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (e)  to modify or supplement this Indenture or any indenture
     supplemental hereto in such manner as to permit the qualification thereof
     under the Trust Indenture Act or any other similar Federal statute
     hereafter in effect.

          The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations which may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent of
the holders of any of the Notes at the time outstanding, notwithstanding any
of the provisions of Section 9.02.

          SECTION 9.02.  SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.
With the consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the Notes of each
series affected by such supplemental indenture or indentures at the time
outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to

                                      50
<PAGE>

the provisions of the Trust Indenture Act as then in effect) for the purpose
of adding any provisions to, or changing in any manner or eliminating any of
the provisions of, this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Notes of that series
under this Indenture; PROVIDED, HOWEVER, that no such supplemental indenture
shall (i) extend the fixed maturity of any Notes of any series, reduce the
principal amount thereof, reduce the rate or extend the time of payment of
interest thereon or reduce any premium payable upon the redemption thereof
without the consent of the holder of each Note then outstanding and affected
thereby or (ii) reduce the aforesaid percentage of Notes, the holders of
which are required to consent to any such supplemental indenture, or modify
any provision of Section 6.01(c) (except to increase the percentage of the
principal amount of Notes required to rescind and annul any declaration of
amounts due and payable under the Notes) without the consent of the holder of
each Note then outstanding and affected thereby.

          Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Noteholders required to
consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture.

          It shall not be necessary for the consent of the Noteholders of any
series affected thereby under this Section to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first-class postage prepaid, a notice,
setting forth in general terms the substance of such supplemental indenture,
to the Noteholders of all series affected thereby as their names and
addresses appear upon the Note Register.  Any failure of the Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

          SECTION 9.03.  EFFECT OF SUPPLEMENTAL INDENTURE.  Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article or of Article 10, this Indenture shall, with respect to that series,
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes of
the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.

          SECTION 9.04.  NOTATION OF NOTES IN RESPECT OF SUPPLEMENTAL
INDENTURE. Notes of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Article 10, may
bear a notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture.  If the Company shall so
determine, new Notes of that series so modified as to conform, in the opinion
of the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Notes of that series then
outstanding.

                                      51
<PAGE>

          SECTION 9.05.  DOCUMENTS TO BE GIVEN TO TRUSTEE.  The Trustee,
subject to the provisions of Section 7.01, is entitled to receive an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

          SECTION 9.06.  AMENDMENTS TO SUPPORT AGREEMENT.

          (a)  The Company and Energy Corp. may from time to time and at any
time enter into an amendment to the Support Agreement, without the prior
written consent of the holders of outstanding Notes, (i) to add to the
covenants of the Company or Energy Corp. such further covenants,
restrictions, conditions or provisions for the protection of the holders of
the Notes of all or any series that have the benefit of the Support Agreement
as the Board of Directors shall reasonably consider to be for the protection
of such holders of Notes, (ii) to cure any ambiguity or to correct or
supplement any provision contained in the Support Agreement which may be
defective or inconsistent with any other provision contained in the Support
Agreement, provided that the amendment shall not adversely affect the rights
of any holder of Outstanding Notes of any series that have the benefit of the
Support Agreement or (iii) to evidence the succession of another corporation
to the Company, to the extent such succession is in accordance with the terms
of this Indenture, and the assumption by any such successor of the covenants
of the Company contained herein or otherwise established with respect to the
Notes .

          (b)  With the consent (evidenced as provided in Section 8.01) of
the holders of not less than a majority in aggregate principal amount of the
Notes of each series affected by such amendment at the time outstanding, the
Company and Energy Corp., when authorized by a Board Resolution, may from
time to time and at any time enter into an amendment to the Support Agreement
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, the Support Agreement or of modifying
in any manner the rights of the holders of the Notes of that series under the
Support Agreement; PROVIDED, HOWEVER, that no such amendment shall, without
the prior written consent of the holder of each Note then Outstanding and
affected thereby (i) reduce the amount payable or increase the time in which
Energy Corp. has to make payment under the Support Agreement in respect of
the obligations of Energy Corp. to the holders of Notes of such series, (ii)
reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such amendment,  or (iii) except with respect to any
amendment to any of Sections 2, 3 and 4 of the Support Agreement, adversely
affect the rights of any holder of an Outstanding Note.

          It shall not be necessary for the consent of the Noteholders of any
series affected thereby under this Section to approve the particular form of
any proposed amendment to the Support Agreement, but it shall be sufficient
if such consent shall approve the substance thereof.

          Promptly after the execution by the Company and Energy Corp. of any
amendment to the Support Agreement pursuant to the provisions of this
Section, the Company shall transmit by mail, first-class postage prepaid, a
notice, setting forth in general terms the substance of such amendment, to
the Noteholders of all series affected thereby as their names and addresses
appear upon the Note Register.  Any failure to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity
of any such amendment.

                                      52
<PAGE>

          (c)  Upon the execution of any amendment to the Support Agreement
pursuant to the provisions of this Article, the Support Agreement shall, with
respect to all series of Notes affected thereby, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under the Support
Agreement of the Company, Energy Corp. and the holders of Notes of any series
affected thereby shall thereafter be determined, exercised and enforced
hereunder and thereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such amendment shall be
and be deemed to be part of the terms and conditions of the Support Agreement
for any and all purposes.

          (d)  Notes of any series affected by an amendment to the Support
Agreement, authenticated and delivered after the execution of such amendment
pursuant to the provisions of this Article, may bear a notation in form
approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter provided for
in such amendment.  If the Company shall so determine, new Notes of that
series so modified as to conform, in the opinion of the Board of Directors,
to any modification of the Support Agreement may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Notes of that
series then outstanding.

          (e)  The Trustee, subject to the provisions of Section 7.01, is
entitled to receive an Opinion of Counsel as conclusive evidence that any
amendment executed pursuant to this Article is authorized or permitted by,
and conforms to, the terms of this Article and the Support Agreement.

                                ARTICLE TEN

                      Consolidation, Merger and Sale

          SECTION 10.01.  CONSOLIDATION, MERGER AND SALE OF SUBSTANTIALLY ALL
OF COMPANY'S ASSETS.    Nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company), or any merger
or consolidation of any Person (whether or not affiliated with the Company)
with or into the Company or successive consolidations or mergers in which the
Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or lease of the assets or other
property of the Company or its successor or successors substantially as an
entirety to any other Person (whether or not affiliated with the Company or
its successor or successors), provided that (a) no Event of Default shall
result from such consolidation, merger, sale or lease and (b) the Company is
the surviving or continuing corporation, or the surviving or continuing
corporation or corporation that acquires the Company's assets by sale,
conveyance, transfer or lease is incorporated under the laws of the United
States of America or Canada and expressly assumes the payment and performance
of all obligations of the Company under the Indenture and the Notes.

          SECTION 10.02.  SUCCESSOR CORPORATION SUBSTITUTED.

          (a)  In case of any such consolidation, merger, sale, conveyance,
transfer or lease and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the Notes of all
series outstanding and the due and punctual performance of all of the
covenants and conditions of this Indenture and the Support Agreement, if

                                      53
<PAGE>

applicable, or established with respect to each series of the Notes pursuant
to Section 2.01 to be performed by the Company with respect to each series,
such successor corporation shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of
the first part, and thereupon the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture, the Support Agreement
and the Notes, except the provisions of Section 7.06 to the extent such
provisions relate to matters occurring before any such consolidation, merger,
sale, conveyance, transfer or other disposition.  Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company or any other predecessor obligor on the Notes, any or
all of the Notes issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of
such successor company, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Notes which previously shall have been
signed and delivered by the officers of the predecessor Company to the
Trustee for authentication, and any Notes which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose.  All the Notes so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Notes theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such
Notes had been issued at the date of the execution hereof.

          (b)  In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not
in substance) may be made in the Notes thereafter to be issued as may be
appropriate.

          (c)  Nothing contained in this Indenture or in any of the Notes
shall prevent the Company from merging into itself or acquiring by purchase
or otherwise all or any part of the property of any other corporation
(whether or not affiliated with the Company).

          SECTION 10.03.  OPINION OF COUNSEL TO TRUSTEE.  The Trustee,
subject to the provisions of Section 7.01, is entitled to receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article.

                                ARTICLE ELEVEN

                  Satisfaction and Discharge of Indenture;

                              Unclaimed Moneys

          SECTION 11.01.  SATISFACTION AND DISCHARGE OF INDENTURE.  If at any
time: (a) the Company shall have delivered to the Trustee for cancellation
all Notes of a series theretofore authenticated (other than any Notes which
shall have been destroyed, lost or stolen and which shall have been replaced
or paid as provided in Section 2.08) and Notes for whose payment money or
Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the
Company or discharged from such trust, as provided in Section 11.06); (b) all
such Notes of a particular series not theretofore delivered to the Trustee
for cancellation shall have become due and payable and the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations sufficient; or (c) a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public

                                      54
<PAGE>

accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Notes of that series not
theretofore delivered to the Trustee for cancellation, including principal
(and premium, if any) and interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder with
respect to that series by the Company, then this Indenture shall thereupon
cease to be of further effect with respect to that series except for the
provisions of Sections 2.06, 2.08, 4.02 and 7.10, which shall survive until
the date of maturity or redemption date, as the case may be, and Sections
7.06 and 11.06 which shall survive to such date and thereafter, and the
obligations of LG&E Energy under the Support Agreement shall cease to be of
further effect with respect to the series and the Noteholders of such series
shall and shall be deemed to have consented to the termination of the
provisions of the Support Agreement as they relate to the Notes of that
series, and the Trustee, on demand of the Company and at the cost and expense
of the Company, shall execute proper instruments acknowledging satisfaction
of and discharging this Indenture with respect to such series (and
acknowledging termination of the provisions of the Support Agreement as they
relate to that series).

          SECTION 11.02.  COVENANT DEFEASANCE.  If at any time all such Notes
of a particular series not heretofore delivered to the Trustee for
cancellation or which have not become due and payable as described in Section
11.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all such Notes of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be, and if the
Company shall also pay or cause to be paid all other sums payable hereunder
by the Company with respect to that series, then after the date such moneys
or Governmental Obligations, as the case may be, are deposited with the
Trustee the obligations of the Company under this Indenture with respect to
such series shall cease to be of further effect except for the provisions of
Sections 2.06, 2.08, 4.02 and  7.10 hereof which shall survive until such
Notes shall mature and be paid and Section 7.06 and 11.06 which shall survive
to such date and thereafter, and the obligations of LG&E Energy under the
Support Agreement shall cease to be of further effect with respect to that
series and the Noteholders of such series shall and shall be deemed to have
consented to the termination of the provisions of the Support Agreement as
they relate to the Notes of that series.  The release of the Company from its
obligations under this Indenture, as provided for in this Section 11.02,
shall be subject to the further condition that the Company first shall have
caused to be delivered to the Trustee an Opinion of Counsel to the effect
that Noteholders of a series with respect to which a deposit has been made in
accordance with this Section 11.02 will not realize income, gain or loss for
Federal income tax purposes as a result of such deposit and release, and will
be subject to Federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit and release had
not occurred.

          SECTION 11.03.  DEFEASANCE AND DISCHARGE.  If, in addition to
satisfying the conditions set forth in Section 11.01 or 11.02 (except for the
requirement of an Opinion of Counsel), the Company delivers to the Trustee an
Opinion of Counsel to the effect that (a) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (b)
since the date of this Indenture there has been a change in applicable
Federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Noteholders of a series with
respect to which a deposit has been made in accordance with Section 11.01 or
11.02 will not realize income, gain or loss for Federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
Federal income tax on the same amount, in the same manner and at the same
times, as would have been the case if such deposit, defeasance and discharge
had not occurred and (c) the deposit shall not result in

                                      55
<PAGE>

the Company, the Trustee or the trust being deemed an "investment company"
under the Investment Company Act of 1940, as amended, then, in such event,
the Company will be deemed to have paid and discharged the entire
indebtedness on that series and the holder thereof shall thereafter be
entitled to receive payment solely from the trust fund described above.

          SECTION 11.04.  DEPOSITED MONEY AND GOVERNMENTAL OBLIGATIONS TO BE
HELD IN TRUST.  All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall
be available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Notes for the payment or redemption of which such moneys
or Governmental Obligations have been deposited with the Trustee.

          SECTION 11.05.  DEPOSITED MONEYS HELD IN TRUST.  In connection with
the satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be repaid to the Company or paid
to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.

          SECTION 11.06.  REPAYMENT TO THE COMPANY; MISCELLANEOUS.  Any
moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium or interest on the Notes of a particular series that are not applied
but unclaimed by the holders of such Notes for at least two years after the
date upon which the principal of (and premium, if any) or interest on such
Notes shall have respectively become due and payable, shall, upon written
notice from the Company, be repaid to the Company on May 31 of each year or
(if then held by the Company) shall be discharged from such trust; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the
holder of any of the Notes entitled to receive such payment shall thereafter,
as an unsecured general creditor, look only to the Company for the payment
thereof and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall, pursuant to an Officer's
Certificate, cause to be published once, at the Company's expense, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

          The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the Governmental
Obligations deposited pursuant to this Article or the principal and interest
received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Notes.

                                ARTICLE TWELVE

               Immunity of Incorporators, Stockholders, Officers

                                and Directors

                                      56
<PAGE>

          SECTION 12.01.  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
OF COMPANY EXEMPT FROM INDIVIDUAL LIABILITY.  No recourse under or upon any
obligation, covenant or agreement of this Indenture or of any Note, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, past, present or future
as such, of the Company, Energy Corp. or of any predecessor or successor
corporation, either directly or through the Company, Energy Corp. or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the Support
Agreement and the obligations issued hereunder and thereunder are solely
corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Company, Energy Corp. or of any
predecessor or successor corporation, or any of them, because of the creation
of the indebtedness hereby or thereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture and the
Support Agreement or in any of the Notes or implied therefrom; and that any
and all such personal liability of every name and nature, either at common
law, in equity or by constitution or statute, of, and any and all such rights
and claims against, every such incorporator, stockholder, officer or director
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture and the Support Agreement or in any of the Notes or implied
therefrom, are hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture, the issuance of such
Notes and the execution of the Support Agreement.

                                    ARTICLE THIRTEEN
                                Miscellaneous Provisions

          SECTION 13.01.  SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY
INDENTURE. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors
and assigns, whether so expressed or not.

          SECTION 13.02.  ACTS BY SUCCESSORS AND ASSIGNS OF COMPANY.  Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the corresponding
board, committee or officer of any corporation that shall at the time be the
lawful sole successor of the Company.

          SECTION 13.03.  NOTICES AND DEMANDS ON COMPANY, TRUSTEE AND
NOTEHOLDERS.  Except as otherwise expressly provided herein, any notice or
demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Notes to or on the
Company may be given or served by being deposited first-class postage prepaid
in a post-office letter box addressed (until another address is filed in
writing by the Company with the Trustee), as follows: LG&E Capital Corp., 220
West Main Street, Louisville, KY 40202, Attention: Treasurer.  Any notice,
election, request or demand by the Company or any Noteholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

                                      57
<PAGE>

          SECTION 13.04.  GOVERNING LAW.  THIS INDENTURE AND EACH NOTE SHALL,
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BE DEEMED
TO BE 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 13.05.  OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN.

          (a)  Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, at the
request of the Trustee, the Company shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture, relating to such
particular application or demand, no additional certificate or opinion need
be furnished.

          (b)  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture (other than the certificate provided pursuant to
Section 4.07 of this Indenture) shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to whether or
not, in the opinion of such person, such condition or covenant has been
complied with.

          SECTION 13.06.  OPINION OF COUNSEL REQUIRED.  Simultaneously with
the execution of this Indenture, the Company shall deliver to the Trustee an
Opinion of Counsel stating that, in the opinion of such counsel, (a) this
Indenture has been duly authorized by and lawfully executed and delivered on
behalf of the Company, is in full force and effect and is legal, valid and
binding upon the Company in accordance with its terms, except to the extent
limited by bankruptcy, insolvency, reorganization or other laws affecting
creditors' rights and (b) the Notes have been authorized, executed and
delivered by the Company and constitute legal, valid and binding obligations
of the Company in accordance with their terms.

          SECTION 13.07.  LEGAL HOLIDAYS.  Except as provided pursuant to
Section 2.01 pursuant to a Board Resolution, and as set forth in an Officer's
Certificate, or established in one or more supplemental to this Indenture, in
any case where the date of maturity of interest or principal of any Note or
the date of redemption of any Note shall not be a Business Day then payment
of interest or principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made on the
nominal date of maturity or redemption, and no interest shall accrue for the
period after such nominal date.

                                      58
<PAGE>

          SECTION 13.08.  COUNTERPARTS.  This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute one and the same instrument.

          SECTION 13.09.  SEPARABILITY CLAUSE.  In case any one or more of
the provisions contained in this Indenture or in the Notes of any series
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Indenture or of such Notes, but this Indenture and
such Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

          SECTION 13.10.  ASSIGNMENT.  The Company will have the right at all
times without the consent of the Noteholders to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly-owned
subsidiary of the Company; provided that, in the event of any such
assignment, the Company will remain liable for all such obligations.  Subject
to the foregoing, the Indenture is binding upon and inures to the benefit of
the parties thereto and their respective successors and assigns.  The
Indenture may not otherwise be assigned by the parties hereto.

          The Bank of New York, as Trustee, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove
set forth.

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, all 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:

                              59



<PAGE>

                                                              EXHIBIT A


                               (FORM OF FACE OF NOTE)


     [INCLUDE IF NOTE IS A GLOBAL NOTE DEPOSITED WITH THE DEPOSITORY -- UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME AND
ADDRESS OF DEPOSITARY] , TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE IS REGISTERED IN THE NAME OF
[INSERT NAME OF NOMINEE OF DEPOSITARY] OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY] (AND ANY PAYMENT
IS MADE TO [INSERT NAME OF NOMINEE OF DEPOSITARY] OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY]), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [INSERT NAME OF NOMINEE OF
DEPOSITARY], HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF [INSERT NAME OF DEPOSITARY] OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.06
OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

[INCLUDE IF NOTE IS A RULE 144A GLOBAL NOTE, RESTRICTED REGULATION S GLOBAL
NOTE, ANY CERTIFICATED NOTE ISSUED IN ACCORDANCE WITH SECTION 2.05 OF THE
INDENTURE IN EXCHANGE FOR A GLOBAL NOTE (AND ANY CERTIFICATED NOTES ISSUED TO
QUALIFIED INSTITUTIONAL BUYERS IN EXCHANGE THEREFOR), OR AN ACCREDITED INVESTOR
NOTE -- THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE.  BY ACQUISITION HEREOF, THE HOLDER (1) AGREES
THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO LG&E
CAPITAL CORP. (THE "ISSUER"), (B) SO LONG AS SUCH NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB
ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS
(WHICH OTHERS MUST ALSO BE QIBS), AND TO WHOM NOTICE IS GIVEN THAT THE RESALE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR") PURSUANT TO ANOTHER AVAILABLE EXEMPTION
UNDER THE SECURITIES ACT OR (F) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN


<PAGE>

EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION; AND (2) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE NOTE EVIDENCED
HEREBY IS ISSUED IN CERTIFICATED FORM, IN CONNECTION WITH ANY TRANSFER OF THE
NOTE EVIDENCED HEREBY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER. IN CONNECTION
WITH ANY PROPOSED TRANSFER OF THIS NOTE PURSUANT TO CLAUSE (C), (D) OR (E)
ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE ISSUER MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.]

<TABLE>
<CAPTION>


<S>                                              <C>
No.______________                                 $__________________

[CUSIP No.________]                               [Common Code_______]

[CINS No._________]                               [ISIN No.__________]

</TABLE>

                                 LG&E CAPITAL CORP.

                            ____% NOTES DUE ___________

                    LG&E CAPITAL CORP., a corporation duly organized and
existing under the laws of the State of Kentucky (herein referred to as the
"Company," which term includes any successor corporation under the
Indenture), for value received, hereby promises to pay to _________ or
registered assigns, the principal sum equal to ___________ Dollars
($____________), on ______________, and to pay interest on such principal sum
from and including __________ or from the most recent interest payment date
(each such date, an "Interest Payment Date") to which interest has been paid
or duly provided for, payable semiannually in arrears on __________ and
__________ of each year [if applicable-insert other payment dates for floating
rate Notes], commencing on __________, at the rate of ____% per annum
[if applicable-insert method of calculation of interest rate for floating rate
Notes] until the principal hereof shall have become due and payable, and on any
overdue principal and premium, if any, and (to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment
of interest at the same rate per annum.  [The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of
twelve 30-day months.] In the event that any date on which interest is payable
on this Note is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), with the
same force and effect as if made on such date.  The interest installment so
payable, and punctually paid or duly provided for on any Interest Payment
Date will, as provided in the Indenture, be paid

                                      A-2
<PAGE>

to the person in whose name this Note (or one or more Predecessor Notes, as
defined in the Indenture) is registered at the close of business on the
__________ or __________, respectively, preceding that Interest Payment Date
(each, a "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 this 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 this series of 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 Notes may then be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture
hereinafter referred to.  The principal of (and premium, if any) and the
interest on this Note shall be payable at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York, in Dollars; PROVIDED, HOWEVER, that [include if Note is in certificated
form -- payment of interest may be made at the option of the Company by check
mailed to the registered holder at such address as shall appear in the Note
Register or, with respect to a registered holder of $1,000,000 or more in
aggregate principal amount of Notes who has delivered a written request to the
Trustee at least 14 days prior to the relevant Interest Payment Date electing
to have payments made by wire transfer to a designated account in the United
States, by wire transfer of immediately available funds to such designated
account] [include if Note is in global form -- payment of principal and
interest shall be made by the Company in immediately available funds by wire
transfer to the Depositary or its nominee].

     This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.

     The provisions of this Note are continued on the reverse side hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.

                                             LG&E Capital Corp.


                                             By__________________________


                           CERTIFICATE OF AUTHENTICATION

Dated: ___________

             This is one of the Notes of the series of Notes described in
                         the within-mentioned Indenture.

                                             The Bank of New York,
                                             as Trustee,

The Bank of New York,                        By _______________________
     as Trustee               or             as Authentication Agent


By__________________________                  _________________________
     Authorized Signatory                     Authorized Signatory



                                      A-3
<PAGE>









                                      A-4
<PAGE>


                                     (REVERSE)
                            ____% NOTES DUE ___________

     This Note is one of a duly authorized series of notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture (as
described below), all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of January 15, 1998 duly executed and
delivered between the Company and The Bank of New York, as Trustee (the
"Trustee"), (such Indenture, as amended and supplemented, being referred to
herein as the "Indenture") to which Indenture reference is hereby made for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Notes. By the terms of the Indenture, the Notes are issuable in series which
may vary as to amount, date of maturity, rate of interest and in other
respects as in the Indenture provided. [This series of Notes is limited to the
aggregate principal amount of $___________.]

     [This Note is not subject to redemption prior to maturity.]  [If
applicable, insert - The Notes may be redeemed in whole or in part (if in part,
by lot or by such other method as the Trustee shall deem fair or appropriate)
prior to maturity at the option of the Company, at any time and from time to
time, upon mailing a notice of such redemption not less than 30 nor more than 60
days prior to the date fixed for redemption to the holders of Notes, all as
provided in the Indenture, at a redemption price equal to [_______________]] [if
applicable -- the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of redemption, plus the applicable premium.]

     In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof will be issued in the
name of the holder hereof upon the cancellation hereof.

     In case an Event of Default, as defined in the Indenture, with respect
to the Notes of this series shall have occurred and be continuing, the
principal of all of the Notes of this series may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

     The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Notes of this series upon compliance by the
Company with certain conditions set forth therein.

     The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures
for the purpose of adding any provisions to, changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i)
extend the fixed maturity of any Notes of any series, reduce the principal
amount thereof, reduce the rate or extend the time of payment of interest
thereon or reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Note then outstanding and affected thereby
or (ii) reduce the aforesaid percentage of Notes, the holders of which are
required to consent to any such supplemental indenture, or (iii) modify any
provision of Section 6.01(c) of the Indenture (except to increase the
percentage of the principal amount of Notes required to rescind and annul any
declaration of amounts due and payable under the Notes) without the consent
of the holder of each Note then outstanding and affected thereby.  The
Indenture also contains provisions permitting the holders of a majority in
aggregate principal

                                      A-5
<PAGE>

amount of the Notes of all series at the time outstanding affected thereby,
on behalf of the holders of the Notes of such series, to waive any past
default or Event of Default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture with
respect to such series, and its consequences, except a default in the payment
of the principal of or premium, if any, or interest on any of the Notes of
such series, which default may be waived by the unanimous consent of the
holders affected.  Any such consent or waiver by the registered holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this
Note and of any Note issued in exchange herefor or in place hereof (whether
by registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.

      No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any,
and interest on this Note at the time and place and at the rate and in the
money herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered holder hereof on the
Note Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company designated for such purpose
in the Borough of Manhattan, The City of New York duly endorsed by or
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by the registered
holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Notes of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

      Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or
not this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Note Registrar) for the purpose
of receiving payment of or on account of the principal hereof and premium, if
any, and interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Note Registrar shall be
affected by any notice to the contrary.

       No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.

       The Notes of this series are issuable in registered form without
coupons in denominations of $100,000 and integral multiples of $1,000 in
excess thereof.  As provided in the Indenture and subject to certain
limitations herein and therein set forth, Notes of this series so issued are
exchangeable for a like aggregate principal amount of Notes of this series of
a different authorized denomination, as requested by the holder surrendering
the same.
                                   A-6
<PAGE>

       This Note shall, pursuant to Section 5-1401 of the New York General
Obligations Law, be deemed to be 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 principals
thereof (other than such Section 5-1401).

       All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                      A-7
<PAGE>

                                  TRANSFER NOTICE


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________________
whose taxpayer identification number is ______________________________________
and whose address including postal/zip code is
________________________________________________________ the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
_________________________________________ attorney-in-fact to transfer said Note
on the books of the Company with full power of substitution in the premises.

     [Include if Note is a Rule 144A Global Note, Restricted Regulation S
Global Note, any certificated Note issued in accordance with Section 2.05 of the
Indenture in exchange for a Global Note (and any certificated Notes issued to
qualified institutional buyers in exchange therefor), or an Accredited Investor
Note:]

      In connection with the transfer of this Note, the undersigned
certifies that:

 (Check one)

 / /  (a)  This Note is being transferred to a person the undersigned
           reasonably believes is a "qualified institutional buyer" (as
           defined in Rule 144A under the Securities Act) (a "QIB")
           acquiring such Notes for its own account or as a fiduciary
           or agent for others (which others are also QIBs) and such
           person has been given notice that the transfer is being made
           in reliance on Rule 144A.

 / /  (b)  This Note is being transferred outside the United States in
           compliance with Rule 904 of Regulation S under the
           Securities Act.

 / /  (c)  This Note is being transferred to an institutional
           "accredited investor" (within the meaning of Rule 501(a)(1),
           (2), (3) or (7) under the Securities Act) pursuant to
           another available exemption under the Securities Act.

 / /  (d)  This Note is being transferred to LG&E Capital Corp.

 / /  (e)  This Note is being transferred pursuant to the exemption
           from registration provided by Rule 144 under the Securities
           Act.

                                      A-8
<PAGE>

 / /  (f)  This Note is being transferred pursuant to a registration
           statement that has been declared effective under the
           Securities Act.


Dated:  ___________________                  Name:__________________________

                                             By:____________________________

                                             Title:_________________________


                                   NOTICE:  The signature to this assignment
                                   must correspond with the name as written
                                   upon the face of the within instrument in
                                   every particular, without alteration or
                                   enlargement or any change whatsoever.

                                   SIGNATURE GUARANTEED


                                   __________________________________________


                                      A-9
<PAGE>


                                                                    EXHIBIT B


                       FORM OF RESTRICTED PERIOD CERTIFICATE
                                 LG&E Capital Corp.


                                             [DATE]


The Depository Trust Company
55 Water Street
New York, NY  10041


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

Attention:  Corporate Trust Trustee Administration


                  Re:  LG&E CAPITAL CORP. __________ (THE "NOTES")

Ladies and Gentlemen:

      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.  Capitalized terms used and not defined herein shall have the
meanings given them in the Indenture.

      This letter is related to $_____________ principal amount of the Notes
represented by the Restricted Regulation S Global Security, held by the
Trustee pursuant to Section 2.06 of the Indenture.  We hereby certify that
the offering of the Notes has closed and that the restricted period (as
defined in Regulation S) with respect to the offer and sale of the Notes has
terminated.

                                             LG&E Capital Corp.


                                             By:_________________________
                                                Name:
                                                Title:



cc:                 Euroclear
                    CEDEL Bank


                                      B-1
<PAGE>


                                                               EXHIBIT C



                            FORM OF TRANSFER CERTIFICATE
                FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE
         OR ACCREDITED INVESTOR 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.  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]
[an Accredited Investor Note] 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 [Note] 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
     outside the United States or the Transferor and any person acting on its
     behalf reasonably believed that the transferee was 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
                    OR ACCREDITED INVESTOR 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.  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]
[an Accredited Investor Note] 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] [Note] 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
    outside the United States or the Transferor and any person acting on its
    behalf reasonably believed that the transferee was 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, UNRESTRICTED REGULATION S
              GLOBAL NOTE OR ACCREDITED 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.  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. _______)]
[an Accredited Investor Note] in the name of [insert name of transferor] (the
"Transferor").  The Transferor has requested a transfer or exchange of such
[beneficial interest] [Note] 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.

                                       E-1
<PAGE>

                    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.

                                       E-2
<PAGE>
                                                                EXHIBIT F




                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR
                  EXCHANGE FROM RULE 144A GLOBAL NOTE, RESTRICTED
                      REGULATION S GLOBAL NOTE OR UNRESTRICTED
                REGULATION S GLOBAL NOTE TO ACCREDITED INVESTOR NOTE
                        (Exchanges or transfers pursuant to
                        Section 2.06(b)(v) 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.  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]
[Restricted] [Unrestricted] Regulation S Global Note (CUSIP No. [__________]
with [Euroclear] [Cedel Bank] in the name of [insert name of transferor] (the
"Transferor").  The Transferor has requested an exchange or transfer of such
beneficial Global Notes for an Accredited Investor Note.

                    In connection with such request with respect to a
transfer or exchange for an Accredited Investor Note, the Transferor does
hereby certify that such exchange or transfer has been effected in accordance
with the transfer restrictions set forth in the Rule 144A Global Note, the
Restricted Regulation S Global Note and the Unrestricted Regulation S Global
Note (as the case may be) and, 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.

                    In connection with such request with respect to a
transfer or exchange for an Accredited Investor Note, and in respect of such
Rule 144A Global Note, Restricted Regulations S Global Note and Unrestricted
Regulation S Global Note (as the case may be), the Transferor does hereby
certify that such Global Note is being transferred or exchanged in accordance
with (i) the transfer restrictions set forth in the Indenture and the Notes
and (ii) the Securities Act to a transferee that the Transferor reasonably
believes is purchasing the Accredited Investor Note 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 an

                                       F-1
<PAGE>

institution that is an "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act, in each case purchasing
Accredited Investor Notes in a transaction exempt from the Securities Act,
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]


                                        By:____________________________________
                                           Name:
                                           Title:



Dated: _____________________, 199_

cc:  LG&E Capital Corp.

                                       F-2
<PAGE>

                                                                EXHIBIT G




                                 SUPPORT AGREEMENT


                                       G-1