Exhibit
4.3


Amendment

to

Loan and Security Agreement

between

Louisville Gas & Electric Company

and

Fidelia Corporation


This Amendment (the “Amendment”) to that certain Loan
and Security Agreement dated as of August 15, 2003 between Louisville Gas &
Electric Company (the “Borrower”) and Fidelia Corporation (the “Lender”) is
entered into as of April 16, 2007.


WHEREAS, Borrower and Lender entered a Loan and
Security Agreement dated as of August 15, 2003 (as modified and amended, the “Loan
and Security Agreement”) pursuant to which Lender agreed to make term loans
available to Borrower;


WHEREAS, in order to induce the Lender to make such
term loans available, the Borrower agreed to secure its obligations to Lender
by granting the Lender a security interest in, and lien upon, the Collateral
(as defined in the Loan and Security Agreement);


WHEREAS, pursuant to such Loan and Security Agreement,
Borrower has two Loans outstanding — one in the amount of $100,000,000 due
August 15, 2013, and evidenced by a promissory note dated August 15, 2003 and
one in the amount of $25,000,000 due January 16, 2012 and evidenced by a
promissory note dated January 15, 2004 (collectively, the “Promissory Notes”);


WHEREAS, Lender and Borrower have determined that it
is no longer necessary or advisable for the existing and future Loans under the
Loan and Security Agreement to be secured by the Collateral; and


WHEREAS, the parties desire to amend the Loan and
Security Agreement and the Promissory Notes to reflect that the Loans will be
unsecured.


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained in this
Amendment, the Borrower and the Lender agree as follows:


1.             Definitions.
All capitalized terms used herein shall have the same meaning given to them in
the Loan and Security Agreement, unless otherwise defined herein.


2.             Issuance
of Amended and Restated Notes; Cancellation of Prior Notes; Release of Security
Interest. In connection with this Amendment, the Borrower shall issue to
the Lender Amended and Restated Notes duly executed by the Borrower in the form
attached hereto as Exhibit B for each of the existing Promissory Notes.
Concurrent with receipt thereof, the Lender shall deliver such existing
Promissory Notes to Borrower marked “Cancelled. Replaced with “Amended and
Restated Note.” The Lender’s security interest and other liens in, on and to
the Collateral shall be, and hereby is, terminated and released and Lender
shall, and hereby does, reassign and redeliver (or cause to be reassigned and
redelivered) to the Borrower, or to such Person as the Borrower designates such
of the Collateral (if any) assigned by the Borrower to the 













Lender (or
otherwise held by the Lender) as has not been sold or otherwise applied by the
Lender under the terms of the Loan and Security Agreement and still held by it
thereunder, together with appropriate instruments of reassignment and release,
including UCC termination statements. For avoidance of doubt, the use of the
term “Loan and Security Agreement” shall not be construed so as to evidence any
continuing or future security interest or lien in the Collateral.


3.             Amendment
of Section 1.1. (a) Section 1.1 of the Loan and Security Agreement is
hereby amended by deleting the following definitions:


“Bond Trustee”


“Code”


“Collateral”


“Equipment”


“First Mortgage Indenture”


“Lien”


“Permitted Lien”


(b) Section 1.1 of the Loan and Security Agreement is
hereby amended by deleting the definition of “Agreement” in its entirety and
replacing it with the following:


“Agreement” means that certain Loan and Security
Agreement dated as of August 15, 2003 between Louisville Gas & Electric
Company and Fidelia Corporation, as the same may be amended, modified or
restated from time to time.


4.             Amendment
of Section 1.3.  Section 1.3 of
the Loan and Security Agreement is hereby deleted in its entirety and shall be
replaced with the following:


1.3           Intentionally
omitted.


5.             Amendment
of Section 2.7. Section 2.7 of the Loan and Security Agreement is hereby
amended by deleting the phrase, “and the Lender is entitled to retain its
security interest in and to all existing and future Collateral” in the second
sentence thereof.


6.             Amendment
of Section 3.1. Section 3.1 of the Loan and Security Agreement is hereby
deleted in its entirety and shall be replaced with the following:


“3.1         Documents. The Lender has received all of
the following (or the delivery of such has been waived), each duly executed, in
form and substance satisfactory to the Lender, and delivered on or prior to the
applicable Borrowing Date:


(i)                                     This
Agreement, duly executed by the Borrower.


(ii)                                  The
Note, evidencing such Loan, duly executed by the Borrower.



 2
 









(iii)                               Certified copies of all
documents evidencing any necessary corporate action, consents and governmental
approvals, if any, with respect to this Agreement and the Notes.


(iv)                              A
signature authorization certificate for the Borrower.


(v)                                 Such
other documents as the Lender may reasonably request.”


7.             Amendment
of Article 4. Article 4 “Collateral” of the Loan and Security Agreement is
hereby deleted in its entirety and shall be replaced with the following:


“4.           Intentionally
omitted.”


8.             Amendment
of Section 5.2. Section 5.2 of the Loan and Security Agreement is hereby
deleted in its entirety and shall be replaced with the following:


“5.2         Authority. The execution and delivery by
the Borrower of this Agreement and the Notes and the performance of the
Borrower’s obligations under this Agreement and the Notes: (i) are within the
Borrower’s corporate powers; (ii) are duly authorized by the Borrower’s board
of directors or other governing body; (iii) are not in contravention of the
terms of the Borrower’s certificate of incorporation or bylaws or of any
material indenture, agreement or undertaking to which the Borrower is a party
or by which the Borrower or any of its property is bound; (iv) does not require
any consent, registration or approval of any Governmental Authority, which has
not been obtained; (v) does not contravene any material contractual or
governmental restriction binding upon the Borrower; and (vi) will not result in
the imposition of any lien, claim or encumbrance upon any property of the
Borrower under any existing material indenture, mortgage, deed of trust, loan
or credit agreement or other material agreement or instrument to which the
Borrower is a party or by which it or its property may be bound or affected.”


9.             Amendment
of Section 5.5. Section 5.5 of the Loan and Security Agreement is hereby
deleted in its entirety and shall be replaced with the following:


“5.5         Intentionally
omitted.”


10.           Amendment
of Section 6.1. Section 6.1 of the Loan and Security Agreement is hereby
amended by deleting clause (A) in its entirety and replacing clause (A) with
the following:


“(A)        Intentionally
omitted.”


11.           Amendment
of Section 6.2. Section 6.2 of the Loan and Security Agreement is hereby
deleted in its entirety and shall be replaced with the following:


“6.2         Intentionally
omitted.”


12.           Amendment
of Article 7. Article 7 of the Loan and Security Agreement is hereby
amended by deleting Sections 7.1, 7.2, 7.3 and 7.4 in their entirety and
replacing them with the following:



 3
 









“7.           EVENTS OF DEFAULT


7.1           Events of Default. The following events
shall constitute events of default (“Events of Default”):


(A)          Default
is made by the Borrower in the payment of any sum due under this Agreement and
such default continues for a period of 10 Business Days;


(B)           Bankruptcy
proceedings are initiated against the Borrower; or


(C)           The
Borrower leaves the E.ON Group (i.e., the companies consolidated in E.ON AG’s
balance sheet);


If an Event of Default occurs under clause (B) of this
Section 7.1, the Loans will become immediately due and payable.


If an Event of Default occurs under clause (A) or (C)
of this Section 7.1, Lender shall at its discretion grant Borrower a reasonable
grace period unless such grace period shall be detrimental to the Lender. If
the Event of Default is uncured at the expiration of such period, the Loans
outstanding together with interest will become due and payable immediately.


7.2          Rights and Remedies Generally. Upon the occurrence and continuance of an Event of
Default, the Lender has all rights and remedies contained in this Agreement and
under applicable laws, all of which rights and remedies are cumulative, and
none exclusive, to the extent permitted by law. Any single or partial exercise
by the Lender of any right or remedy for a default or breach of any term
covenant, condition or agreement in this Agreement does not affect its rights
and does not waive, alter, affect or prejudice any other right or remedy to
which the Lender may be lawfully entitled for the same default or breach.


7.3          Waiver of Demand.  Demand, presentment, protest and notice of nonpayment are waived by the
Borrower.


7.4          Payments Set Aside.
To the extent that the Borrower makes a payment
or payments to the Lender and such payment or payments or any part thereof are
substantially invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under
the bankruptcy law, state or federal law, common law or equitable cause, then
to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied will be revived and continue in full force and effect
as if such payment had not been made or such enforcement or setoff had not
occurred.”


13.           Amendment
of Article 8. Article 8 “Subordination” of the Loan and Security Agreement
is hereby deleted in its entirety and shall be replaced with the following:


“8.           Intentionally
omitted.”


14.           Amendment
to Form of Note. Exhibit A, Form of Note, is hereby deleted in its entirety
and replaced with the new Exhibit A attached hereto.



 4
 









15.           Conditions
to Effectiveness. The amendments to the Loan and Security Agreement set
forth above shall become effective upon (i) the execution of this Amendment by
the Borrower and the Lender and (ii) delivery of Amended and Restated Notes
duly executed by the Borrower in the form attached hereto as Exhibit B for each
of the existing Promissory Notes.


16.           Continuing
Force and Effect of Loan and Security Agreement. Except as specifically
modified or amended by the terms of this Amendment, all other terms and
provisions of the Loan and Security Agreement are incorporated by reference
herein, and in all respects, shall continue in full force and effect. The
Borrower, by execution of this Amendment, hereby reaffirms, assumes and binds
itself to all of the obligations, duties, rights, covenants, terms and
conditions that are contained in the Loan and Security Agreement.


17.           Miscellaneous.


(a)           Choice
of Law.      THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE SATE OF DELAWARE.


(b)           Successors
and Assigns. This Amendment shall be binding upon the Borrower and the
Lender and their respective successors and assigns, and shall inure to the
benefit of the Borrower and the Lender and their respective successors and
assigns.


(c)           Counterparts.
This Amendment may be executed in any number of counterparts, all of which
shall constitute one and the same agreement.


(d)           Further
Assurances. From time to time, the parties hereto agree to execute and
deliver all such documents and instruments and take or cause to be taken, all
such further actions, as may reasonably be necessary or desirable to consummate
the transactions contemplated by this Amendment.


[Signature Page to
Follow].



 5
 









IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.


	
  

  	
  LOUISVILLE GAS & ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  220 West Main St.

  
	
   

  	
   

  	
  Louisville, Kentucky 40507

  
	
   

  	
   

  	
  Attn: Treasurer

  	
   

  
	
   

  	
  Facsimile:

  	
  502-627-4742

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel K. Arbough

  
	
   

  	
  Name:

  	
  Daniel K. Arbough

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  FIDELIA CORPORATION

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  300 Delaware Avenue

  
	
   

  	
   

  	
  Wilmington, Delaware 19801

  
	
   

  	
   

  	
  Attn: Executive Vice President

  
	
   

  	
  Facsimile:

  	
  302-417-5913

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Udo Koch

  
	
   

  	
  Name:

  	
  Udo Koch

  
	
   

  	
  Title:

  	
  President

  
						



 



 6















EXHIBIT A


FORM OF NOTE


NOTE


	
  $

  	
   

  	
   

  	
  Date

  	
   

  



 


FOR VALUE RECEIVED, on                      
(“Maturity Date”) the undersigned, LOUISVILLE GAS AND ELECTRIC COMPANY, a
Kentucky corporation (the “Borrower”), unconditionally promises to pay to
FIDELIA CORPORATION (the “Lender”), at the Lender’s office at 300 Delaware
Avenue, Wilmington, Delaware 19801, or at such other place as the holder of
this Note may from time to time designate in writing, in lawful money of the
United States of America and immediately available funds, the principal sum of
$               .
This Note is referred to in and was executed and delivered under the Loan and
Security Agreement dated as of August 15, 2003, as amended by the Amendment to
Loan and Security Agreement dated as of April    , 2007 (as amended,
modified or restated from time to time, the “Loan Agreement”) between the
Borrower and the Lender, to which reference is made for a more complete
statement of the terms and conditions under which the loan evidenced by this
Note was made and is to be repaid. Capitalized terms used in this Note and not
otherwise defined have the meanings assigned to such terms in the Loan
Agreement.


Unless otherwise paid sooner under the provisions of
Section 2.6(c) or 7.1 of the Loan Agreement, the principal indebtedness
represented by this Note is payable on the Maturity Date. The Borrower further
promises to pay interest on the outstanding principal amount of the
indebtedness represented by this Note from the date of this Note until payment
in full at the applicable rates determined in accordance with Section 2.3(A) of
the Loan Agreement. Except as otherwise provided in the Loan Agreement,
interest is payable quarterly in arrears not later than the last Business Day
of each calendar quarter and is computed on the basis of a 360-day year
consisting of twelve 30-day months.


If payment under this Note becomes due and payable on
a day that is not a Business Day, the due date of such payment is extended to
the next succeeding Business Day. In no contingency or event whatsoever will
interest charged under this Note, however such interest may be characterized or
computed, exceed the highest rate permissible under any law which a court of
competent jurisdiction, in a final determination, deems applicable to this
Note. In the event that such a court determines that the Lender has received
interest under this Note in excess of the highest rate applicable to this Note,
any such excess interest collected by the Lender is deemed to have been a
repayment of principal and be so applied.


This Note is subject to prepayment at the option of
the Borrower as provided in the Loan Agreement.


DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NONPAYMENT
AND PROTEST ARE WAIVED BY THE BORROWER.













This Note has been delivered and is deemed to have
been made, at Wilmington, Delaware and will be interpreted in accordance with
the internal law as (as opposed to conflicts of law provisions) and decisions
of the State of Delaware. Whenever possible each provision of this Note will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note is prohibited by or invalid under applicable
law, such provision will be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. Whenever in this Note reference is made to
the Lender or the Borrower, such reference is deemed to include, as applicable,
a reference to their respective successors and assigns. The provisions of this
Note are binding upon and inure to the benefit of said successors and assigns.
The Borrower’s successors and assigns include, without limitation, a receiver,
trustee or debtor-in-possession of or for the Borrower.


	
  

  	
  LOUISVILLE GAS AND ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 8















EXHIBIT B


FORM OF AMENDED
AND RESTATED NOTE


AMENDED AND
RESTATED NOTE


	
  $

  	
   

  	
   

  	
  Date

  	
   

  



 


FOR VALUE RECEIVED, on                      
(“Maturity Date”) the undersigned, LOUISVILLE GAS AND ELECTRIC COMPANY, a
Kentucky corporation (the “Borrower”), unconditionally promises to pay to
FIDELIA CORPORATION (the “Lender”), at the Lender’s office at 300 Delaware
Avenue, Wilmington, Delaware 19801, or at such other place as the holder of
this Note may from time to time designate in writing, in lawful money of the
United States of America and immediately available funds, the principal sum of
$               .
This Note is referred to in and was executed and delivered under the Loan and
Security Agreement dated as of August 15, 2003, as amended by the Amendment to
Loan and Security Agreement dated as of April    , 2007 (as amended,
modified or restated from time to time, the “Loan Agreement”) between the
Borrower and the Lender, to which reference is made for a more complete
statement of the terms and conditions under which the loan evidenced by this
Note was made and is to be repaid. Capitalized terms used in this Note and not
otherwise defined have the meanings assigned to such terms in the Loan
Agreement.


Unless otherwise paid sooner under the provisions of
Section 2.6(c) or 7.1 of the Loan Agreement, the principal indebtedness
represented by this Note is payable on the Maturity Date. The Borrower further
promises to pay interest on the outstanding principal amount of the
indebtedness represented by this Note from the date of this Note until payment
in full at the applicable rates determined in accordance with Section 2.3(A) of
the Loan Agreement. Except as otherwise provided in the Loan Agreement,
interest is payable quarterly in arrears not later than the last Business Day
of each calendar quarter and is computed on the basis of a 360-day year
consisting of twelve 30-day months.


If payment under this Note becomes due and payable on
a day that is not a Business Day, the due date of such payment is extended to
the next succeeding Business Day. In no contingency or event whatsoever will
interest charged under this Note, however such interest may be characterized or
computed, exceed the highest rate permissible under any law which a court of
competent jurisdiction, in a final determination, deems applicable to this
Note. In the event that such a court determines that the Lender has received
interest under this Note in excess of the highest rate applicable to this Note,
any such excess interest collected by the Lender is deemed to have been a
repayment of principal and be so applied.


This Note is subject to prepayment at the option of
the Borrower as provided in the Loan Agreement.


DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NONPAYMENT
AND PROTEST ARE WAIVED BY THE BORROWER.













This Note amends and restates the Note dated as of [                  ]
(the “Existing Note”) made by the Borrower in favor of the Lender in the
original principal amount of $[            ].
Execution and delivery of this Note and any document executed pursuant hereto
are not intended and should not be construed (i) to deem to have repaid or
otherwise discharged any amount of principal of or interest on the Existing
Note, or (ii) to effect a novation or otherwise to release the obligation of
the undersigned under or extinguish the debt evidenced by the Existing Note.


This Note has been delivered and is deemed to have
been made, at Wilmington, Delaware and will be interpreted in accordance with
the internal law as (as opposed to conflicts of law provisions) and decisions
of the State of Delaware. Whenever possible each provision of this Note will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note is prohibited by or invalid under applicable
law, such provision will be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. Whenever in this Note reference is made to
the Lender or the Borrower, such reference is deemed to include, as applicable,
a reference to their respective successors and assigns. The provisions of this
Note are binding upon and inure to the benefit of said successors and assigns.
The Borrower’s successors and assigns include, without limitation, a receiver,
trustee or debtor-in-possession of or for the Borrower.


	
  

  	
  LOUISVILLE GAS AND ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  '

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 10














AMENDED AND
RESTATED NOTE


$25,000,000                                                                                                                                                                            April
16, 2007


FOR VALUE RECEIVED, on January 16, 2012 (“Maturity
Date”) the undersigned, LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky
corporation (the “Borrower”), unconditionally promises to pay to FIDELIA
CORPORATION (the “Lender”), at the Lender’s office at 300 Delaware Avenue,
Wilmington, Delaware 19801, or at such other place as the holder of this Note
may from time to time designate in writing, in lawful money of the United
States of America and immediately available funds, the principal sum of
$25,000,000. This Note is referred to in and was executed and delivered under
the Loan and Security Agreement dated as of August 15, 2003, as amended by the
Amendment to Loan and Security Agreement dated as of April 16, 2007 (as
amended, modified or restated from time to time, the “Loan Agreement”) between
the Borrower and the Lender, to which reference is made for a more complete
statement of the terms and conditions under which the loan evidenced by this
Note was made and is to be repaid. Capitalized terms used in this Note and not
otherwise defined have the meanings assigned to such terms in the Loan
Agreement.


Unless otherwise paid sooner under the provisions of
Section 2.6(c) or 7.1 of the Loan Agreement, the principal indebtedness
represented by this Note is payable on the Maturity Date. The Borrower further
promises to pay interest on the outstanding principal amount of the
indebtedness represented by this Note from the date of this Note until payment
in full at the applicable rates determined in accordance with Section 2.3(A) of
the Loan Agreement. Except as otherwise provided in the Loan Agreement,
interest is payable quarterly in arrears not later than the last Business Day
of each calendar quarter and is computed on the basis of a 360-day year
consisting of twelve 30-day months.


If payment under this Note becomes due and payable on
a day that is not a Business Day, the due date of such payment is extended to
the next succeeding Business Day. In no contingency or event whatsoever will
interest charged under this Note, however such interest may be characterized or
computed, exceed the highest rate permissible under any law which a court of
competent jurisdiction, in a final determination, deems applicable to this
Note. In the event that such a court determines that the Lender has received
interest under this Note in excess of the highest rate applicable to this Note,
any such excess interest collected by the Lender is deemed to have been a
repayment of principal and be so applied.


This Note is subject to prepayment at the option of
the Borrower as provided in the Loan Agreement.


DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NONPAYMENT
AND PROTEST ARE WAIVED BY THE BORROWER.


This Note amends and restates the Note dated as of
January 15, 2004 (the “Existing Note”) made by the Borrower in favor of
the Lender in the original principal amount of $25,000,000. Execution and
delivery of this Note and any document executed pursuant hereto











are not intended and should not be construed (i) to
deem to have repaid or otherwise discharged any amount of principal of or
interest on the Existing Note, or (ii) to effect a novation or otherwise to
release the obligation of the undersigned under or extinguish the debt
evidenced by the Existing Note.


This Note has been delivered and is deemed to have
been made, at Wilmington, Delaware and will be interpreted in accordance with
the internal law as (as opposed to conflicts of law provisions) and decisions
of the State of Delaware. Whenever possible each provision of this Note will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note is prohibited by or invalid under applicable
law, such provision will be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. Whenever in this Note reference is made to
the Lender or the Borrower, such reference is deemed to include, as applicable,
a reference to their respective successors and assigns. The provisions of this
Note are binding upon and inure to the benefit of said successors and assigns.
The Borrower’s successors and assigns include, without limitation, a receiver,
trustee or debtor-in-possession of or for the Borrower.


	
  

  	
  LOUISVILLE GAS AND ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel K. Arbough

  
	
   

  	
  By:

  	
  Daniel K. Arbough

  
	
   

  	
  Title:

  	
  Treasurer

  



 















AMENDED AND
RESTATED NOTE


$100,000,000                                                                                                                                                                          April 16, 2007


FOR VALUE RECEIVED, on August 15, 2013 (“Maturity Date”)
the undersigned, LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation
(the “Borrower”), unconditionally promises to pay to FIDELIA CORPORATION (the “Lender”),
at the Lender’s office at 300 Delaware Avenue, Wilmington, Delaware 19801, or
at such other place as the holder of this Note may from time to time designate
in writing, in lawful money of the United States of America and immediately
available funds, the principal sum of $100,000,000. This Note is referred to in
and was executed and delivered under the Loan and Security Agreement dated as
of August 15, 2003, as amended by the Amendment to Loan and Security Agreement
dated as of April 16, 2007 (as amended, modified or restated from time to time,
the “Loan Agreement”) between the Borrower and the Lender, to which reference
is made for a more complete statement of the terms and conditions under which
the loan evidenced by this Note was made and is to be repaid. Capitalized terms
used in this Note and not otherwise defined have the meanings assigned to such
terms in the Loan Agreement.


Unless otherwise paid sooner under the provisions of
Section 2.6(c) or 7.1 of the Loan Agreement, the principal indebtedness
represented by this Note is payable on the Maturity Date. The Borrower further
promises to pay interest on the outstanding principal amount of the
indebtedness represented by this Note from the date of this Note until payment
in full at the applicable rates determined in accordance with Section 2.3(A) of
the Loan Agreement. Except as otherwise provided in the Loan Agreement,
interest is payable quarterly in arrears not later than the last Business Day
of each calendar quarter and is computed on the basis of a 360-day year
consisting of twelve 30-day months.


If payment under this Note becomes due and payable on
a day that is not a Business Day, the due date of such payment is extended to
the next succeeding Business Day. In no contingency or event whatsoever will
interest charged under this Note, however such interest may be characterized or
computed, exceed the highest rate permissible under any law which a court of
competent jurisdiction, in a final determination, deems applicable to this
Note. In the event that such a court determines that the Lender has received
interest under this Note in excess of the highest rate applicable to this Note,
any such excess interest collected by the Lender is deemed to have been a
repayment of principal and be so applied.


This Note is subject to prepayment at the option of
the Borrower as provided in the Loan Agreement.


DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NONPAYMENT
AND PROTEST ARE WAIVED BY THE BORROWER.


This Note amends and restates the Note dated as of
August 15, 2003 (the “Existing Note”) made by the Borrower in favor of
the Lender in the original principal amount of $100,000,000. Execution and
delivery of this Note and any document executed pursuant hereto are not
intended











and should not be construed (i) to deem to have repaid
or otherwise discharged any amount of principal of or interest on the Existing
Note, or (ii) to effect a novation or otherwise to release the obligation of
the undersigned under or extinguish the debt evidenced by the Existing Note.


This Note has been delivered and is deemed to have
been made, at Wilmington, Delaware and will be interpreted in accordance with
the internal law as (as opposed to conflicts of law provisions) and decisions
of the State of Delaware. Whenever possible each provision of this Note will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note is prohibited by or invalid under applicable
law, such provision will be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. Whenever in this Note reference is made to
the Lender or the Borrower, such reference is deemed to include, as applicable,
a reference to their respective successors and assigns. The provisions of this
Note are binding upon and inure to the benefit of said successors and assigns.
The Borrower’s successors and assigns include, without limitation, a receiver,
trustee or debtor-in-possession of or for the Borrower.


	
  

  	
  LOUISVILLE GAS AND ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel K. Arbough

  
	
   

  	
  By:

  	
  Daniel K. Arbough

  
	
   

  	
  Title:

  	
  Treasurer