Common use of Introductory Clause in Contracts

Introductory. Kentucky Utilities Company, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Kentucky Utilities Company▇▇▇▇▇▇▇▇▇ Mortgage, Inc., a Maryland corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”"), proposes to issue and sellsell 4,000,000 shares ("Firm Securities") of its common stock, and par value $0.01 per share ("Securities"), to the several Underwriters underwriters named in Section 3 hereof on Schedule A annexed hereto (the “"Underwriters”"), ---------- for whom you Credit Suisse First Boston Corporation ("CSFBC"), ABN AMRO Rothschild LLC, ▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc. and RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. are acting as representatives (the “"Representatives”"), proposeand also proposes to issue and sell to the Underwriters, severally and at the option of the Underwriters, an aggregate of not jointly, to purchase, upon the terms and conditions more than 600,000 additional shares ("Optional Securities") of its Securities as set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and below. The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” Firm Securities and the Base Indenture as so amended and supplemented, the “Indenture”). Optional Securities are herein collectively called "Offered Securities." The Company has filed filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, "Act"), with the Securities and Exchange Commission (the “"Commission”") an automatic shelf a registration statement on Form S-3, (File No. 333-223142-01) 61966), including a prospectus ("Rule 429 Registration Statement"), with respect to the Offered Securities, which amends pursuant to Rule 429 of the Act the Company's earlier registration statement on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(eS-3 (File No. 333-16799) (“Rule 462(e)”"Initial Registration Statement") of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, which incorporates by reference documents which the Company has filed or will prepare and file a prospectus in accordance with the provisions of Rule 430B the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (“Rule 430B”collectively, "Exchange Act"). The Company has prepared a prospectus supplement ("Prospectus Supplement") to the prospectus included as part of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) 429 Registration Statement setting forth the terms of the offering, sale and plan of distribution of the Offered Securities Act Regulationsand additional information concerning the Company and its business. Any information The Company has furnished to the Representatives, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses, containing the prospectus included as part of the Rule 429 Registration Statement, as supplemented by a preliminary Prospectus Supplement, and including the documents incorporated in such prospectus that was omitted from such registration statement at by reference (each, "Preliminary Prospectus"), relating to the time Offered Securities. Except where the context otherwise requires, the Rule 429 Registration Statement, as amended when it became effective but that is deemed to be effective, including all documents filed as part of thereof or incorporated by reference therein, and included including any information contained in such registration statement a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 430B 424(b) under the Act, is referred to herein called the "Registration Statement," the Registration Statement and the Initial Registration Statement, as “Rule 430B Information.” Each prospectus used amended when it became effective, are herein collectively called the "Registration Statements" and the prospectus, including all documents incorporated therein by reference, included in connection with the offering of Registration Statement, as supplemented by the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined Prospectus Supplement, in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing form filed by the Company and with the RepresentativesCommission pursuant to Rule 424(b) under the Act on or before the second business day following the date of this Underwriting Agreement ("Agreement") (or on such other day as the parties may mutually agree), including is herein called the "Prospectus." Any reference herein to the Registration Statements, the Prospectus, any related prospectus Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant therein, and any reference herein to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments terms "amend," "amendment" or supplements thereto "supplement" with respect to such timethe Registration Statements, the exhibits Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any schedules thereto at such time, document with the documents Commission deemed to be incorporated by reference therein therein. For purposes of this Agreement, all references to the Registration Statements, the Prospectus, any Preliminary Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to Item 12 of Form S-3 under the Securities Act at its Electronic Data Gathering Analysis and Retrieval System ("▇▇▇▇▇"), and such time and the documents otherwise deemed copy shall be identical in content to be a part thereof any Prospectus or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished Preliminary Prospectus delivered to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 Offered Securities. No document has been or will be prepared or distributed in reliance on Rule 434 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed Act. The Company hereby agrees with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyAlliance Data Systems Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters Initial Purchasers named in Section 3 hereof Schedule A (the “UnderwritersInitial Purchasers”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of this Purchase Agreement (this “Agreement”) of $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3007.000% Series Senior Notes due 2050 2026 (the “BondsNotes”). BofA Securities, Inc. (“BofA”) has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be issued under an Indenture, dated as of October 1September 22, 2010 2020 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and The Bank of New York MellonMUFG Union Bank, N.A., as trustee thereunder (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as previously amended and supplemented and as nominee of The Depository Trust Company (the “Depositary”) pursuant to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bondsa letter of representations, to be dated on or before the Closing Date (as of May 15, 2020 defined in Section 2 hereof) (the “Supplemental Indenture,DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Base Indenture as so amended Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and supplementedtheir respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” This Agreement, the Securities, the DTC Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company has filed understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement under the U.S. Securities Act of 1933 (No. 333-223142-01) on Form S-3as amended, including the related preliminary prospectus or prospectus“Securities Act,” which term, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of as used herein, includes the rules and regulations of the Commission (promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the “terms of the Securities Act Regulations”) and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of 1933the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, as amended dated September 17, 2020 (the “Securities ActPreliminary Offering Memorandum”). Such registration statement covers , and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 17, 2020 (the registration “Pricing Supplement”), describing the terms of the Bonds under Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities ActSecurities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the date of this AgreementAgreement is executed and delivered, the Company will prepare and file deliver to each Initial Purchaser a prospectus in accordance with final offering memorandum dated the provisions of Rule 430B date hereof (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇Final Offering Memorandum”) system). All references in this Agreement herein to financial statements the terms “Pricing Disclosure Package” and schedules and other information which is “contained,Final Offering Memorandum” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements information filed by the Company under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and schedules regulations of the Commission promulgated thereunder) prior to the Time of Sale and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in Pricing Disclosure Package (including the Registration Statement, any preliminary prospectus Preliminary Offering Memorandum) or the Prospectus, Final Offering Memorandum (as the case may be; ), and all references in this Agreement to amendments or supplements herein to the Registration Statement, any preliminary prospectus terms “amend,” “amendment” or “supplement” with respect to the Pricing Disclosure Package or the Prospectus Final Offering Memorandum shall be deemed to mean and include all information filed by the filing of any document Company under the Securities Exchange Act after the Time of 1934, as amended (the “Exchange Act”) which is Sale and incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in Final Offering Memorandum. The Company hereby confirms its agreements with the Registration Statement, such preliminary prospectus or the Prospectus, Initial Purchasers as the case may be.follows:

Introductory. Kentucky Utilities CompanyPPL Corporation, a Pennsylvania corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes and PPL Capital Funding, Inc., a Delaware corporation (“PPL Capital Funding” and together with the Company, the “Issuers”), propose to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), ) propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, an aggregate of 17,000,000 Equity Units (the “Underwritten Securities”), the terms of which are set forth on Schedule A. Additionally, the Company proposes to issue and sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Underwritten Securities, at the option of the Underwriters, up to an additional 2,550,000 Equity Units (the “Option Securities”). The Underwritten Securities and any Option Securities are herein referred to as the “Securities”. Each Equity Unit will initially consist of (a) a 1/20 or 5% undivided beneficial ownership interest in $500,000,000 aggregate 1,000 principal amount of the CompanyPPL Capital Funding’s First Mortgage Bonds, 3.3004.32% Series Junior Subordinated Notes due 2050 2019 (the “BondsNotes”) guaranteed by the Company and (b) a stock purchase contract (a “Purchase Contract”) under which the holder of the Equity Unit will purchase from the Company on May 1, 2014, for an amount in cash equal to the stated amount per Security of $50 (the “Stated Amount”), a number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as set forth in such Purchase Contract. The Notes and the Guarantees will be issued under pursuant to an Indenture, dated as of October 1, 2010 Indenture (the “Base Indenture”), between as amended by a Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), including the subordinated guarantees set forth therein (the “Guarantees”), among PPL Capital Funding, the Company and The Bank of New York Mellon, as trustee thereunder (the “Indenture Trustee”), as previously amended . In accordance with the terms of a Purchase Contract and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 Pledge Agreement (the “Supplemental Indenture,” Purchase Contract and Pledge Agreement”) to be entered into among the Company, The Bank of New York Mellon, as Purchase Contract Agent (the “Purchase Contract Agent”) and The Bank of New York Mellon, as Collateral Agent (the “Collateral Agent”), the holders of the Equity Units will pledge the Notes to secure the holders’ obligations to purchase Common Stock under the Purchase Contracts. The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement. The Purchase Contracts and the Base Indenture Purchase Contract and Pledge Agreement are herein collectively referred to as so amended and supplementedthe “Units Agreements”. The Purchase Contracts together with the related Notes are herein referred to as “Corporate Units”. A holder of Corporate Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S. treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Indenture”)Equity Units” includes both Corporate Units and Treasury Units. The Company has Issuers have filed with the Securities and Exchange Commission (the “Commission”) an a joint automatic shelf registration statement on Form S-3 (NoNos. 333-223142158200 and 333-01) on Form S-3158200-03), including the related preliminary prospectus or prospectusprospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds Securities under the Securities Act. Promptly after the date of this Agreement, the Company and PPL Capital Funding will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds Securities that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company Company, PPL Capital Funding and the Representatives), including any related prospectus supplement ) and includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3, S-3 is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the BondsSecurities, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofhereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Kentucky Utilities CompanyAddus HomeCare Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 2,000,000 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (the “Shares”). In addition, the Company has granted the Underwriters an option to purchase up to an additional 300,000 Shares (the “Optional Shares”), for whom you as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are acting collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), RBC Capital Markets, LLC (“RBC”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement (on Form S-3, File No. 333-223142-01233600, including a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by 430B under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called Company pursuant to Rule 462(b) under the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use Securities Act in connection with the offering offer and sale of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, Offered Shares is herein called the “Prospectus.” For purposes of this Agreement, all references to the Rule 462(b) Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in and from and after the Registration Statement, any preliminary prospectus or the Prospectus (or other references date and time of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under such Rule 462(b) Registration Statement the Securities Exchange Act of 1934, as amended (the term “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such ” shall include the Rule 462(b) Registration Statement. The preliminary prospectus or supplement dated September 3, 2019 describing the Prospectus, as the case may be.Offered

Introductory. Kentucky Utilities CompanyArgo Group US, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 125,000,000 aggregate principal amount of the Company’s First Mortgage Bonds6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, 3.300% Series due 2050 (the “BondsNotes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be issued under an Indenture, dated as of October 1September 25, 2010 2012 (the “Base Indenture”), between the Company Company, the Guarantor (as defined below) and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as . Certain terms of the Notes will be established pursuant to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 a supplemental indenture (the “Supplemental Indenture,” and ”) to the Base Indenture as so amended and supplemented(together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company has and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (NoFile Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-223142-01) on Form S-3183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the related preliminary prospectus or prospectusSecurities, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) and other securities of the rules and regulations of the Commission (the “Securities Act Regulations”) Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers , and the registration of the Bonds offering thereof from time to time in accordance with Rule 415 under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such timefinancial statements, the exhibits and any schedules thereto at such timethereto, in the documents incorporated by reference therein pursuant to Item 12 of Form S-3 form in which it became effective under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the BondsAct, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.required information

Introductory. Kentucky Utilities CompanyWhitestone REIT, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Maryland real estate investment trust (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A hereto (collectively, the “Underwriters”,” which term shall also include any underwriter hereinafter substituted as provided in Section 9 hereof), for whom you ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated (“Baird”) and JMP Securities LLC are acting as representatives (in such capacity, if and as applicable, the “Representatives”), proposewith respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, to purchaseof 4,000,000 common shares of beneficial interest, upon the terms and conditions set forth herein, par value $500,000,000 aggregate principal amount 0.001 per share of the Company’s First Mortgage Bonds, 3.300% Series due 2050 Company (the “BondsCommon Shares”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of 600,000 additional Common Shares to cover over-allotments, if any. The aforesaid 4,000,000 shares of Common Stock (the “Firm Shares”) to be issued under an Indenture, dated as purchased by the Underwriters and all or any part of October 1, 2010 the 600,000 Common Shares subject to the option described in Section 2 hereof (the “Base IndentureOptional Shares”)) are herein called, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplementedcollectively, the “Indenture”)Shares.” The Company understands that the Underwriters propose to make a public offering of the Shares as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3 (File No. 333-223142-01182667) on Form S-3covering the public offering and sale of certain securities, including the related preliminary prospectus or prospectusShares, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers , and the registration of rules and regulations promulgated thereunder (the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such ”), which shelf registration statement at the time it became was declared effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives)Commission on July 25, including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” 2012. Such registration statement, at as of any given time, including the means such registration statement as amended by any post-effective amendments or supplements thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Securities Act Regulations (“Rule 430B”), is referred to herein as the “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Each preliminary prospectus used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time Act, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the documents otherwise deemed Company will prepare and file a final prospectus relating to be a part thereof or included therein by the Shares in accordance with the provisions of Rule 424(b) under the Securities Act Regulations, is herein called the Regulations (“Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Rule 424(b)”). The final prospectus prospectus, in the form first furnished filed with the Commission pursuant to the Underwriters for use Rule 424(b) in connection with the offering of the BondsShares, including the related prospectus supplement and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, are collectively referred to herein as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)(“▇▇▇▇▇”) system). All references As used in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.Agreement:

Introductory. Kentucky Utilities Matador Resources Company, a Texas corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sellsell to BofA Securities, Inc. (“BofA Securities”) and the other several Underwriters Initial Purchasers named in Section 3 hereof Schedule A hereto (the “UnderwritersInitial Purchasers”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3006.875% Series Senior Notes due 2050 2028 (the “BondsNotes”). BofA Securities has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be issued under an Indenture, dated as of October 1April 11, 2010 2023 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and The Bank of New York MellonComputershare Trust Company, N.A., as trustee thereunder (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as nominee of May 15, 2020 The Depository Trust Company (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureDepositary”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company has filed formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement under the Securities Act of 1933 (No. 333-223142-01) on Form S-3as amended, including the related preliminary prospectus or prospectus“Securities Act,” which term, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of as used herein, includes the rules and regulations of the Commission (promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the “terms of the Securities Act Regulations”) and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of 1933the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, as amended dated April 3, 2023 (the “Securities ActPreliminary Offering Memorandum”). Such registration statement covers , and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 3, 2023 (the registration “Pricing Supplement”), describing the terms of the Bonds under Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities ActSecurities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the date of this AgreementAgreement is executed and delivered, the Company will prepare and file deliver to each Initial Purchaser a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the final offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of memorandum dated the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended hereof (the “Exchange ActFinal Offering Memorandum”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be).

Introductory. Kentucky Utilities CompanyPPL Capital Funding, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), a subsidiary of PPL Corporation, a Pennsylvania corporation (the “Guarantor”), proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), ) propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% 2007 Series A Junior Subordinated Notes due 2050 2067 (the “BondsNotes”) to be issued under an a Subordinated Indenture, dated as of October March 1, 2010 (2007, among the “Base Indenture”)Company, between the Company Guarantor and The Bank of New York MellonYork, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 1 thereto relating to the BondsNotes, to be dated as of May 15March 1, 2020 2007 (the “Supplemental Indenture,” and the Base Indenture No. 1”) (as so amended and supplemented, the “Indenture”). The Notes will be fully and unconditionally guaranteed as to payment of principal, interest and any premium by the Guarantor on a subordinated basis pursuant to guarantees of the Guarantor (the “Guarantees”). The Company has and the Guarantor have filed with the Securities and Exchange Commission (the “Commission”) an a joint automatic shelf registration statement on Form S-3 (NoNos. 333-223142132574 and 333-01) on Form S-3132574-02), including the related preliminary prospectus or prospectusprospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds Notes and the Guarantees under the Securities Act. Promptly after the date of this Agreement, the Company and the Guarantor will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company Company, the Guarantor and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, ) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the BondsNotes, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofhereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇E▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Kentucky Utilities CompanyThe shareholders of SiriusPoint Ltd., a corporation company duly incorporated and organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Bermuda (the “Company”), proposes named in Schedule A (collectively, the “Selling Shareholders”) propose to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule B (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 ) an aggregate principal amount of 4,106,631 of the Company’s First Mortgage Bondscommon shares, 3.300% Series due 2050 par value $0.10 per share (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureShares”). The 4,106,631 Shares to be sold by the Selling Shareholders are called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“▇▇▇▇▇▇▇▇▇”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule B, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Subject to the sale of the Securities by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed to herein to purchase from the Underwriters (the “Share Repurchase”), an aggregate of 500,000 shares of Securities (the “Repurchase Shares”) pursuant to Section 2 of this Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement (on Form S-3, File No. 333-223142-01283827, including a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of the Offered Shares and the Repurchase Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by 430B under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called Company pursuant to Rule 462(b) under the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use Securities Act in connection with the offering offer and sale of the Bonds, including the related prospectus supplement Offered Shares and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, Repurchase Shares is herein called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated February 25, 2025 describing the Offered Shares and the Repurchase Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus., is called the “Preliminary Prospectus,” For purposes of this Agreement, all references and the Preliminary Prospectus and any other prospectus supplement to the Registration Statement, any Base Prospectus in preliminary prospectus, form that describes the Prospectus or any amendment or supplement Offered Shares and the Repurchase Shares and the offering thereof and is used prior to any the filing of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by as defined below), together with the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Base Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the is called a “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.preliminary

Introductory. Kentucky Utilities Acadia Healthcare Company, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (collectively, the “Underwriters”) an aggregate of 8,250,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 8,250,000 Shares to be sold by the Company are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,237,500 Shares as provided in Section 2. The additional 1,237,500 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Citigroup Global Markets Inc. (“Citi”), for whom you are acting ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Jefferies & Company, Inc. (“Jefferies”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage BondsOffered Shares. To the extent there are no additional underwriters listed on Schedule A, 3.300% Series due 2050 (the term “Bonds”) to be issued under an Indenture, dated Representatives” as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellonused herein shall mean you, as trustee thereunder (the “Trustee”)Underwriters, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture term “Underwriters” shall mean either the singular or the plural as so amended and supplemented, the “Indenture”)context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement (on Form S-1, File No. 333-223142-01) on Form S-3181025 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the all documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is herein called the “Original Rule 462(b) Registration Statement.,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated used by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.the

Introductory. Kentucky Utilities CompanyLHC Group, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 1,000,000 shares of its common stock, par value $0.01 per share (the “Common Stock”); and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 3,000,000 shares of Common Stock. The 1,000,000 shares of Common Stock to be sold by the Company and the 3,000,000 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 600,000 shares of Common Stock (the “Optional Shares”), for whom you with the Company selling up to 150,000 shares and each Selling Stockholder selling up to the amount of such Optional Shares set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are acting collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”), CIBC World Markets Corp. and S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-3333–135024), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the all documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.deemed

Introductory. Kentucky Utilities CompanyWindmere-Durable Holdings, Inc., a Florida corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”), proposes to issue and sell, and the several Underwriters named in Section 3 hereof sell to NationsBanc Mont▇▇▇▇▇▇ ▇▇▇urities LLC (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, "Underwriter") $500,000,000 130,000,000 in aggregate principal amount of its 10% Senior Subordinated Noted due 2008 (the "Notes"). The Notes will be fully and unconditionally guaranteed (the "Subsidiary Guarantees" and, collectively with the Notes, the "Securities") on a senior subordinated unsecured basis, jointly and severally, by each domestic subsidiary of the Company listed on the signature page hereto (the "Subsidiary Guarantors" and, together with the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) "Issuers"). The Securities are to be issued under pursuant to the terms of an Indenture, dated as of October 1, 2010 Indenture (the “Base "Indenture”)") among the Company, between the Company Subsidiary Guarantors and The State Street Bank of New York Mellonand Trust Company, as trustee thereunder (the “"Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”"). The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus56069), which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) contains a form of prospectus relating to the offering from time to time of up to $250,000,000 in aggregate principal amount of debt securities and/or shares of Common Stock of the rules and regulations of the Commission (the “Securities Act Regulations”) Company in accordance with Rule 415 under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “"Securities Act”"). Such registration statement covers statement, as amended, has been declared effective by the registration of Commission and the Bonds Indenture has been qualified under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Trust Indenture Act of 19341939, as amended (the “Exchange "Trust Indenture Act”"). In addition, the Company has prepared and filed with the Commission a Preliminary Prospectus (as defined) which is incorporated by reference in or otherwise deemed by pursuant to Rule 424(b)(3) under the Securities Act Regulations to be a part of or included in accordance with Rule 424(b)(3) under the Registration Statement, such preliminary prospectus or the Prospectus, as the case may beSecurities Act.

Introductory. Kentucky Utilities CompanyThermo ▇▇▇▇▇▇ Scientific (Finance I) B.V., a corporation organized private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia The Netherlands, with its corporate seat (statutaire zetel) in Breda, The Netherlands (the “CompanyIssuer”) and an indirect, wholly-owned subsidiary of Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware corporation (the “Parent Guarantor”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, $500,000,000 in Schedule A of €1,000,000,000 aggregate principal amount of the CompanyIssuer’s First Mortgage Bonds, 3.300% Series Floating Rate Senior Notes due 2050 2027 (the “BondsFloating Rate Notes”), and €1,100,000,000 aggregate principal amount of the Issuer’s 3.628% Senior Notes due 2035 (the “2035 Notes” and, together with the Floating Rate Notes, the “Notes”). Barclays Bank PLC, BNP PARIBAS, HSBC Continental Europe and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc have agreed to act as lead managers of the several Underwriters (in such capacity, the “Lead Managers”) to in connection with the offering and sale of the Securities (as defined below). The Floating Rate Notes and the 2035 Notes will be issued under as separate series of senior debt securities pursuant to an Indentureindenture, dated as of October 1August 9, 2010 2016 (the “Base Indenture”), between among the Company Issuer, the Parent Guarantor and The Bank of New York MellonMellon Trust Company, N.A., as trustee thereunder (the “Trustee”), as previously amended and supplemented and as . Certain terms of the Securities will be established pursuant to be further amended and supplemented by a fifth supplemental indenture (the “Supplemental Indenture No. 8 thereto relating to the BondsIndenture”), to be dated as of May 15December 1, 2020 (2025, among the “Supplemental Indenture,” Issuer, the Parent Guarantor and the Trustee, to the Base Indenture as so amended and supplemented(together with the Base Indenture, the “Indenture”). The Company Pursuant to the Indenture, the Parent Guarantor has filed with the Securities agreed to irrevocably and Exchange Commission unconditionally guarantee on a senior basis (the “CommissionGuarantees” and, together with the Notes, the “Securities”), to each holder of Notes, (i) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) full and prompt payment of the rules principal of and regulations of any premium, if any, on any Notes when and as the Commission (the “Securities Act Regulations”) under the Securities Act of 1933same shall become due, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement whether at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing maturity thereof, by the Company and the Representatives)acceleration, including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in redemption or otherwise deemed by and (ii) the Securities Act Regulations to be a part full and prompt payment of or included in the Registration Statement, any preliminary prospectus or the Prospectus, interest on any Notes when and as the case may be; same shall become due and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may bepayable.

Introductory. Kentucky Utilities CompanyPPL Energy Supply, LLC, a corporation limited liability company organized under the laws of the Commonwealth State of Kentucky and the Commonwealth of Virginia Delaware (the “Company”), proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), ) propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 300,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3006.00% Series Senior Notes due 2050 2036 (the “BondsNotes”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”)2001, between the Company and The Bank of New York Mellon(as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank)), as trustee thereunder (the “Trustee”), as previously amended and heretofore supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 7 thereto relating to the Bonds, to be dated as of May 15, 2020 Notes (the “Supplemental Indenture,” and the Base Indenture No. 7”) (as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-223142132574-01) on Form S-3), including the related preliminary prospectus or prospectusprospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds Notes under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, ) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the BondsNotes, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofhereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Kentucky Utilities CompanyEmulex Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”"), proposes to issue and sellsell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 2,000,000 shares of its Common Stock, par value $0.20 per share (the "Common Shares"); and the stockholder of the Company named in Schedule B (the "Selling Stockholder") proposes to sell to the Underwriters an aggregate of 100,000 Common Shares. The 2,000,000 Common Shares to be sold by the Company and the 100,000 shares of Common Shares to be sold by the Selling Stockholder are collectively called the "Firm Shares". In addition, the Company has granted to the Underwriters an option to purchase up to an additional 315,000 Common Shares (the "Option Shares"), as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the "Shares". BancBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company and ▇▇▇▇▇▇▇ & Company have agreed to act as representatives of the several Underwriters named (in Section 3 hereof (such capacity, the “Underwriters”), for whom you are acting as representatives ("Representatives") in connection with the “Representatives”), propose, severally offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Shares. Each Share includes attached preferred stock purchase rights issuable under the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture's stockholder Rights Agreement, dated as of October 1January 19, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon1989, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)amended. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-375753), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 19331933 and the rules and regulations promulgated thereunder (collectively, as amended (the “"Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives"), including any related prospectus supplement and the all documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including (each an "Incorporated Document" and collectively the amendments or supplements thereto to such time, the exhibits "Incorporated Documents") and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.any

Introductory. Kentucky Utilities Company, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (a) Compagnie Générale de Géophysique (the “Company”), proposes to issue a société anonyme incorporated under the laws of France and sell, and registered at the several Underwriters named in Section 3 hereof Evry Commercial Registry under Number B 969 202 241 (the “Underwriters”69B00224), for whom you are acting as representatives (the “Representatives”)proposes, propose, severally and not jointly, subject to purchase, upon the terms and conditions set forth stated herein, $500,000,000 to issue and sell to the initial purchasers named in Schedule A hereto (the “Purchasers”) U.S.$165,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 3.300its 71/2% Series Senior Notes due 2050 2015 (the “BondsNotes” or “Securities”) to be issued under an Indenturethe indenture, dated as of October 1, 2010 28 April 2005 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and The Bank of New York MellonJPMorganChase Bank, National Association, as trustee thereunder (the “Trustee”), as previously amended such Notes representing a single series of securities with and supplemented having the same terms and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to conditions as, the Bonds, to be dated as U.S.$165,000,000 aggregate principal amount of May 15, 2020 the 71/2% Senior Notes due 2015 issued on 28 April 2002 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureInitial Securities”). . (b) The Company has filed with Securities may be sold by the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) Purchasers pursuant to Regulation S (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act RegulationsRegulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) to investors outside of the United States of America and pursuant to Rule 144A (“Rule 144A”) under the Securities Act to qualified institutional buyers in the United States of America. (c) Application has been made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange. The Company’s obligations under the Securities, including the due and punctual payment of interest on the offered Securities, shall be unconditionally guaranteed pursuant to the Indenture (each a “Guarantee", and collectively, the “Guarantees”) on a senior basis by each of the Company’s subsidiaries indicated as Guarantors on Schedule B hereto (together, the “Guarantors”). Such The holders of the Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the date hereof among the Company and the Purchasers (the “Registration Rights Agreement”) in substantially the form of Exhibit A hereto, pursuant to which the Company agrees to file a registration statement covers (the registration “Exchange Offer/Shelf Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) registering the exchange of a new series of 71/2% Senior Notes due 2015 of the Bonds Company and the guarantees of the new series of 71/2% Senior Notes due 2015 of the Company (such notes and guarantees of such notes, the “Exchange Securities”) for the Securities and/or the resale of the Securities under the Securities Act. Promptly after Capitalised terms not otherwise defined herein shall have the date of this Agreement, meaning ascribed to such terms in the Indenture. The Company will prepare and file a prospectus in accordance hereby agrees with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to several Purchasers as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyDIMAC Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”"), proposes proposes, subject to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") $500,000,000 100,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300its 12-1/2% Series due 2050 Senior Subordinated Notes Due 2008 (the “Bonds”"Offered Securities"). The Offered Securities will be unconditionally guaranteed on a senior subordinated basis (the "Subsidiary Guaranties") to by each domestic subsidiary of the Company signatory hereto (the "Subsidiary Guarantors"). The Offered Securities will be issued under an Indenture, indenture dated as of October 115, 2010 1998 (the “Base "Indenture”"), between among the Company Company, the Subsidiary Guarantors and The Bank of New York MellonWilmington Trust Company, as trustee thereunder (the “"Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”"). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the United States Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that 1933 is deemed to be part of and included in such registration statement pursuant to Rule 430B is herein referred to as “Rule 430B Informationthe "Securities Act.” Each prospectus used " The Offered Securities are being issued and sold in connection with a Refinancing (as defined below) by the Company pursuant to which the Company intends to (i) purchase $100.0 million outstanding 11-5/8% Senior Notes Due 2002 (the "AmeriComm Senior Notes") of AmeriComm Direct Marketing, Inc., ("ADMI"), a subsidiary of the Company, through a tender offer and consent solicitation (the "Tender Offer and Consent Solicitation"), (ii) purchase 12-1/2% Senior Notes Due 2003 (the "AmeriComm Holdings Senior Notes") of AmeriComm Holdings, Inc., a subsidiary of the Company, (iii) repay senior bank indebtedness of ADMI under its existing credit agreement, (iv) reduce its amount of revolving loans outstanding under its senior secured credit agreement and (v) pay certain fees and expenses incurred in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Offered Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives)Tender Offer and Consent Solicitation (collectively, including any related prospectus supplement together with the Tender Offer and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such timeConsent Solicitation, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” "Refinancing"). The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection Company hereby agrees with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act several Purchasers as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyConagra Brands, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series Floating Rate Notes due 2050 2020 (the “BondsNotes”). ▇▇▇▇▇ Fargo Securities, LLC and HSBC Securities (USA) Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be issued under an Indenture, dated as of October 112, 2010 2017 (the “Base Indenture”), to be entered into between the Company and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as trustee thereunder (the “Trustee”), as previously amended . Certain terms of the Notes will be established pursuant to a supplemental indenture executed and supplemented and as delivered pursuant to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented(together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, dated October 3, 2017 (the “DTC Agreement”), delivered by the Company to the Depositary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-3219411), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the related preliminary prospectus or prospectusNotes, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) and other securities of the rules and regulations of the Commission (the “Securities Act Regulations”) Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds , in accordance with Rule 415 under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.Such

Introductory. Kentucky Utilities CompanyChesapeake Energy Corporation, a an Oklahoma corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A hereto (the “Underwriters”)) 20,000,000 shares (“Firm Securities”) of its Common Stock (“Securities”) and also proposes to issue and sell to the Underwriters, for whom you at the option of the Underwriters, an aggregate of not more than 3,000,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are acting as representatives (herein collectively called the “RepresentativesOffered Securities”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations (the “Rules and Regulations”) thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (No. 333-223142-01130196) on Form S-3, including under the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission Act (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Actregistration statement”). Such Amendments to such registration statement covers statement, if necessary or appropriate, have been similarly prepared and filed with the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus Commission in accordance with the provisions Act. Such registration statement, as so amended, has become automatically effective under the Act upon filing with the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the “Effective Time”), including (i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B (“or Rule 430B”) 430C under the Act, to be part of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed Effective Time. The Company has furnished to be part of the Underwriters, for use by the Underwriters and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used by dealers in connection with the offering of the Bonds that omitted Rule 430B Information (other than a Offered Securities, copies of one or more “free writing prospectuspreliminary prospectus supplements” relating to the Offered Securities. Except where the context otherwise requires, “Pre-Pricing Prospectus,” as defined used herein, means each such preliminary prospectus supplement relating to the Offered Securities, in Rule 405 of the Securities Act Regulations form so furnished, including any basic prospectus (“Rule 405”whether or not in preliminary form) that has not been approved in writing furnished by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use and attached to or used with such preliminary prospectus supplement. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means any basic prospectus furnished by the Company to the Underwriters in connection with the offering of the BondsOffered Securities and attached to or used with the Prospectus Supplement (as defined below). Except where the context otherwise requires, including “Prospectus Supplement,” as used herein, means the related final prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references relating to the Registration StatementOffered Securities, any preliminary prospectus, filed by the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed Company with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), Analysis in the form furnished by the Company to the Underwriters for use by the Underwriters and Retrieval (by dealers in connection with the offering of the Offered Securities. Except where the context otherwise requires, “▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “containedProspectus,” “included” or “stated” in the Registration Statementas used herein, any preliminary prospectus or means the Prospectus (Supplement together with the Basic Prospectus attached to or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or used with the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may beSupplement.

Introductory. Kentucky Utilities CompanyRedwood Trust, Inc., a Maryland corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A attached hereto (the “Underwriters”) an aggregate of 1,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Shares”). In addition, for whom you the Company has granted to the Underwriters an option to purchase up to an additional 150,000 Common Shares (the “Option Shares”). The Firm Shares and, if and to the extent such option is exercised, the Option Shares are acting collectively referred to herein as the “Shares.” JMP Securities LLC and J▇▇▇▇▇▇▇▇ & Company, Inc. hereby agree to act as the representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount ) of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (Underwriters in connection with the “Bonds”) to be issued under an Indenture, dated as public offering of October 1, 2010 (the “Base Indenture”), between the Company Firm Shares and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented Option Shares contemplated by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)this Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-325643), which contains a form of prospectus, subject to completion, to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a (the “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits Incorporated Documents”) and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by Rule 434 under the Securities Act Regulationsor the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original Rule 462(b) Registration Statement.,” The final prospectus and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first furnished to used by the Underwriters for use in connection with the offering to confirm sales of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofShares, is herein called the “Prospectus.” For purposes of All references in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Rule 462(b) Registration Statement, the Prospectus Prospectus, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇E▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus Statement or the Prospectus, as the case may be.. The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. Kentucky Utilities CompanyChesapeake Oilfield Operating, a L.L.C., an Oklahoma limited liability company, which, following the Closing Date (as defined below) in connection with the Spin Transactions (as defined below), is expected to convert into Seventy Seven Energy Inc., an Oklahoma corporation organized under the laws of the Commonwealth of Kentucky (such entity, before and the Commonwealth of Virginia (after such conversion, if any, the “CompanyIssuer”), proposes to issue and sellsell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Underwriters Initial Purchasers named in Section 3 hereof Schedule A (the “UnderwritersInitial Purchasers”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 aggregate principal amount of the CompanyIssuer’s First Mortgage Bonds, 3.3006.5% Series Senior Notes due 2050 2022 (the “BondsNotes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be issued under an Indenture, dated as of October 1, 2010 the Closing Date (as defined in Section 2 hereof) (the “Base Indenture”), between among the Company Issuer and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as trustee thereunder (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as previously amended and supplemented and as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be further amended dated on or before the Closing Date (the “DTC LOR”), among the Issuer, the Trustee and supplemented by Supplemental Indenture Nothe Depositary. 8 thereto relating The holders of the Notes will be entitled to the Bondsbenefits of a registration rights agreement, to be dated as of May 15, 2020 the Closing Date (the “Supplemental Indenture,” Registration Rights Agreement”), among the Issuer and the Base Indenture as so amended and supplementedInitial Purchasers, pursuant to which the “Indenture”). The Company has filed Issuer will be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) an automatic shelf a registration statement under the Securities Act of 1933 (No. 333-223142-01) on Form S-3as amended, including the related preliminary prospectus or prospectus“Securities Act,” which term, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Issuer with terms substantially identical to the Notes (the “Securities Act RegulationsExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of 1933the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuer is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. It is understood and agreed to by all parties that, as amended of the Closing Date , the Issuer will be an indirect wholly owned subsidiary of CEC. The subsidiaries of the Issuer as of the date hereof are listed on Schedule B-1 hereto. The subsidiaries of the Issuer after giving effect to the Spin Transactions (as defined below) are listed on Schedule B-2 hereto. It is further understood and agreed by all parties hereto that the board of directors of CEC has declared a dividend to the holders of common stock of CEC consisting of one share of Seventy Seven Energy Inc. for every 14 shares of common stock of CEC held on the record date for such dividend (the payment of such dividend being referred to herein as the “Spin-off”). The transactions related to the Spin-off as described in the Pricing Disclosure Package are referred to herein as the “Spin Transactions” and the date on which all of the Spin Transactions have all been consummated is referred to herein as the “Spin Date.” This Agreement, the Registration Rights Agreement, the Notes, the Exchange Notes and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes pursuant to this Agreement, the use of the net proceeds from the sale of the Notes as described in the Pricing Disclosure Package (as defined below), the consummation of the Exchange Offer are referred to herein collectively as the “Transactions.” The Issuer understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Securities ActSubsequent Purchasers”). Such registration statement covers ) on the registration terms set forth in the Pricing Disclosure Package (the first time when resales of the Bonds under the Securities Act. Promptly after Notes are made, which is 5:50 p.m., New York City time, on the date of this Agreement, is referred to as the Company will prepare “Time of Sale”). The Notes are to be offered and file a prospectus in accordance sold to or through the Initial Purchasers without being registered with the provisions Commission under the Securities Act. Pursuant to the terms of Rule 430B (“Rule 430B”) the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act Regulations and paragraph is available (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated exemption afforded by reference therein pursuant to Item 12 of Form S-3 Rule 144A under the Securities Act at (“Rule 144A”) or if such time and the documents otherwise deemed sale is made to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein non-U.S. person pursuant to Item 12 of Form S-3 Regulation S under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇Regulation S”) system)). All references in this Agreement The Issuer has prepared and delivered to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statementeach Initial Purchaser copies of a Preliminary Offering Memorandum, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statementdated June 9, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 2014 (the “Exchange ActPreliminary Offering Memorandum”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations ), and has prepared and delivered to be each Initial Purchaser copies of a part of or included Pricing Supplement, dated June 12, 2014, in the Registration Statementform set forth on Annex I hereto (the “Pricing Supplement”), describing the terms of the Notes, each for use by each such preliminary prospectus or Initial Purchaser in connection with its solicitation of offers to purchase the Prospectus, Notes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the case may be“Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuer will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Kentucky Utilities CompanyCardiovascular Biotherapeutics, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives ) an aggregate of 2,000,000 shares (the “RepresentativesFirm Common Shares”)) of its Common Stock, propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, par value $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 0.001 per share (the “BondsCommon Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 300,000 shares (the “Optional Common Shares”) of Common Stock, as provided in Section 2. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Common Shares”. First D▇▇▇▇▇ Securities Corporation (“First D▇▇▇▇▇”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Common Shares. The Company hereby agrees to issue and sell to the Representative warrants (the “Representative’s Warrants”) to be issued under purchase an Indenture, dated as aggregate of October 1, 2010 200,000 shares of Common Stock (the “Base IndentureWarrant Shares”)) for a purchase price of $.001 per warrant. The Representative’s Warrants will be exercisable for the Warrant Shares for a period of four and a half years, between commencing 180 days after the Company and effective date of the Registration Statement (as hereinafter defined) at an initial exercise price per share equal to 165% of the initial public offering price per Common Share. The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to Warrant Shares shall be further amended and supplemented by Supplemental Indenture No. 8 thereto relating identical to the Bonds, Common Shares. The Representative’s Warrants shall be substantially in the form filed as Exhibit [ ] to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-1 (File No. 333-223142-01) on Form S-3119199), which contains a form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by Rule 434 under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at ”. Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original Rule 462(b) Registration Statement.”, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” The final prospectus shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first furnished to used by the Underwriters for use in connection with the offering to confirm sales of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofCommon Shares, is herein called the “Prospectus.”; provided, however, if the Company has, with the consent of First D▇▇▇▇▇, elected to rely upon Rule 434 under the Securities Act, the term “Prospectus” For purposes of this Agreementshall mean the Company’s prospectus subject to completion (each, a “preliminary prospectus”) dated , 2004 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to the Registration Statement, any the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇E▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in The Company hereby confirms its agreements with the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyCheniere Energy, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes proposes, subject to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth stated herein, to issue and sell to Credit Suisse First Boston LLC (the “Purchaser”) U.S. $500,000,000 aggregate 300,000,000 principal amount of the Company’s First Mortgage Bonds, 3.300its 2.25% Series Convertible Senior Notes due 2050 2012 (the “BondsFirm Securities”) which are convertible into cash or a combination of cash and shares of common stock, $.003 par value, of the Company (the “Underlying Shares”) and, at the election of the Purchaser, an aggregate of up to an additional $25,000,000 principal amount of its 2.25% Convertible Senior Notes due 2012 (“Optional Securities”) (the Firm Securities and the Optional Securities which the Purchaser may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”), each to be issued under an Indenture, indenture dated as of October 1July 27, 2010 2005 (the “Base Indenture”), between the Company and The Bank of New York Mellonas Trustee, as trustee thereunder on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “TrusteeSecurities Act”), and hereby agrees with the Purchaser as previously amended follows: The Offered Securities will be convertible into shares of common stock, par value $0.003 per share, of the Company (the “Common Stock”) in accordance with the terms of the Offered Securities and supplemented and as to the Indenture, at the initial conversion rate specified in Schedule A hereto. The holders of the Offered Securities will be further amended and supplemented by Supplemental Indenture No. 8 thereto relating entitled to the Bonds, benefits of a Registration Rights Agreement to be dated as of May 15on July 27, 2020 2005 among the Company and the Purchaser (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureRegistration Rights Agreement”). The , pursuant to which the Company has filed agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including registering the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) resale of the rules Offered Securities and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933Underlying Shares, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds hereinafter defined, under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Kentucky Utilities CompanyProLogis, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Maryland real estate investment trust (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchasean aggregate of 4,400,000 shares (“the Firm Shares”) of 6 3/4% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, upon the terms and conditions set forth hereinpar value $0.01 per share, Liquidation Preference $500,000,000 aggregate principal amount 25.00 Per Share, of the Company’s First Mortgage Bonds, 3.300% Series due 2050 Company (the “BondsPreferred Shares”) ). In addition, the Company has granted to be issued under the Underwriters an Indenture, dated as of October 1, 2010 option to purchase up to an additional 660,000 shares (the “Base IndentureOptional Shares”), between the Company and The Bank ) of New York MellonPreferred Shares, as trustee thereunder (provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Trustee”)Shares.” Citigroup Global Markets Inc., M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated and Wachovia Capital Markets, LLC have agreed to act as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to representatives of the Bonds, to be dated as of May 15, 2020 several Underwriters (the “Supplemental Indenture,” and the Base Indenture as so amended and supplementedin such capacity, the “IndentureRepresentatives”)) in connection with the offering and sale of the Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement statements on Form S-3 (NoFile Nos. 333-223142105717 and 333-0179813) on Form S-3for the registration of preferred shares of beneficial interest, par value $0.01 per share, of the Company (including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(eShares) (“Rule 462(e)”) and other securities of the rules and regulations of the Commission (the “Securities Act Regulations”) Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers , and the registration offering thereof from time to time in accordance with Rule 415 of the Bonds under the Securities Act. Promptly after Such registration statements have been declared effective by the date Commission and the Company has filed such post-effective amendments thereto as may be required prior to the execution of this Agreement, the Company will prepare Agreement and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in each such prospectus that was omitted from such registration statement at the time it became post-effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that amendment has not been approved in writing declared effective by the Company and the Representatives)Commission. Such registration statements, as so amended, if applicable, including any related prospectus supplement the exhibits and the schedules thereto and including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein prior to the execution of this Agreement, are called a the “preliminary prospectusRegistration Statement.” Such Any registration statementstatement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, at any given timethe term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus and the final prospectus supplement relating to the offering of the Shares, in the form first furnished to the Underwriters by the Company for use in connection with the offering of the Shares, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished prior to the Underwriters for use in connection with the offering execution of the Bondsthis Agreement, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein are collectively called the “Prospectus.” For purposes A “preliminary prospectus” shall be deemed to refer to any prospectus used before the Registration Statement became effective and any prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and was used after such effectiveness and prior to the execution and delivery of this Agreement, all . All references in this Agreement to the Registration Statement, any preliminary prospectusthe Rule 462(b) Registration Statement, the Prospectus or a preliminary prospectus, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇E▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) in the Registration Statement, the Prospectus or a preliminary prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any the Prospectus or a preliminary prospectus or the Prospectusprospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any the Prospectus or a preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) which is or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such the Prospectus or a preliminary prospectus or the Prospectusprospectus, as the case may be.. The Company hereby confirms its engagement of Bear, S▇▇▇▇▇▇ & Co. Inc. (“Bear S▇▇▇▇▇▇”) as, and Bear S▇▇▇▇▇▇ hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter,” within the meaning of Section (b)(15) of Rule 2720 of the National Association of Securities Dealers, Inc. (the “NASD”) with respect to the offering and sale of the Shares. The annual distribution rate on the Shares shall not be lower than that recommended by the Bear S▇▇▇▇▇▇. The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. Kentucky Utilities CompanyHandheld Entertainment, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “‘‘Company”), ’’) proposes to issue and sellsell to the several underwriters named in Schedule I (the ‘‘Underwriters’’) an aggregate up to 3,800,000 shares (the ‘‘Firm Shares’’) of its Common Stock, par value $0.0001 per share (the ‘‘Common Stock’’). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 570,000 shares (the ‘‘Optional Shares’’), as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the ‘‘Shares.’’ Newbridge Securities Corporation (‘‘Newbridge’’) and Pali Capital, Inc. (‘‘Pali’’) have agreed to act as representatives of the several Underwriters named (in Section 3 hereof (such capacity, the “Underwriters”), for whom you are acting ‘‘Representatives’’) in connection with the offering and sale of the Shares. The terms Representatives and Underwriters shall mean either the singular or plural as representatives (the “Representatives”), propose, severally and not jointly, context requires. The Company understands that the Underwriters propose to purchase, upon undertake a public offering of the Shares pursuant to the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)this Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the “‘‘Commission”’’) an automatic shelf a registration statement on Form SB-2 (File No. 333-223142-01) on Form S-333550), including which contains the related preliminary prospectus or prospectus, which or prospectuses, covering the registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) Shares under the Securities Act of 1933, as amended (the “‘‘Securities Act”’’). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B 430A (“‘‘Rule 430B”430A’’) of the rules and regulations of the Commission under the Securities Act Regulations (the ‘‘Securities Act Regulations’’) and paragraph (b) of Rule 424 (“‘‘Rule 424(b)”’’) of the Securities Act Regulations. Any The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430B 430A is referred to as “‘‘Rule 430B 430A Information.” ’’ Each prospectus used in connection with the offering of the Bonds that omitted the Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 430A Information, that was used after such effectiveness and prior to the execution and delivery of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, this Agreement is herein called a “‘‘preliminary prospectus.” ’’ Such registration statement, at any given time, including the amendments or supplements thereto to such timeexhibits, the exhibits financial statements and any schedules thereto thereto, at such timethe time it became effective, and including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act RegulationsRule 430A Information, is herein called the “‘‘Registration Statement.” ’’ Any registration statement filed by the Company pursuant to Rule 462(b) under the 1933 Act Regulations is herein referred to as the ‘‘Rule 462(b) Registration Statement,’’ and from and after the date and time of filing of the Rule 462(b) Registration Statement the term ‘‘Registration Statement’’ shall include the Rule 462(b) Registration Statement. The term ‘‘Prospectus’’ shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto (the ‘‘Execution Time’’) or, if no filing pursuant to Rule 424(b) under the Securities Act is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the time it originally became effective is herein called date of the “Original Registration Statement.” . The final prospectus term ‘‘Statutory Prospectus’’ shall mean any preliminary prospectus, as amended or supplemented, relating to the Shares that is included in the form first furnished Registration Statement immediately prior to the Underwriters for use in connection with the offering of the BondsInitial Sale Time (as defined herein), including the related prospectus supplement and the documents any document incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of therein. All references in this Agreement, all references Agreement to the Registration Statement, the Rule 462(b) Registration Statement, any preliminary prospectus, the Prospectus Prospectus, or any amendment amendments or supplement supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“‘‘▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be’’).

Introductory. Kentucky Utilities CompanyState Street Capital Trust III, a corporation organized statutory trust created under the laws of the Commonwealth State of Kentucky and the Commonwealth of Virginia Delaware (the “CompanyTrust”), proposes proposes, subject to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth stated herein, to sell to ▇▇▇▇▇▇▇, Sachs & Co. (the “Underwriter”) $500,000,000 aggregate 500,100,000 in principal amount of the Company’s First Mortgage Bonds, 3.300(as defined below) 4.956% Series Junior Subordinated Debentures due 2050 2018 (the “BondsSecurities”) in connection with the Remarketing thereof. The Securities were originally issued pursuant to be issued under an Indentureindenture, dated as of October 1December 15, 2010 1996, between State Street Corporation, a Massachusetts corporation (the “Company”) and U.S. Bank National Association, as trustee (“U.S. Bank” and, in such capacity, the “Trustee”) (as successor in interest to various predecessor trustees) (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of January 25, 2008, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 Trustee (the “Supplemental Indenture,” and and, together with the Base Indenture and, following the execution thereof, the Supplemental Indenture Amendment (as so amended and supplementeddefined below), the “Indenture”). The Company has filed Trust purchased the Securities with the Securities and Exchange Commission proceeds of the sale of the Trust’s 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount $1,000 per security (the “CommissionNormal APEX”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3and the Trust’s Common Securities, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission $100,000 aggregate liquidation amount (the “Securities Act RegulationsTrust Common Securities”). The Trust, acting through the Property Trustee (as defined below), has also entered into (i) under a Stock Purchase Contract Agreement, dated as of January 25, 2008, with the Securities Act of 1933, as amended Company (the “Securities ActStock Purchase Contract Agreement”). Such registration statement covers , pursuant to which the registration Company has issued to the Trust 5,001 Stock Purchase Contracts (each, a “Stock Purchase Contract”), each having a stated amount of $100,000 and obligating the Trust to purchase from the Company, and the Company to sell to the Trust, subject to the terms thereof, one share of the Bonds Company’s Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference and no par value per share (the “Preferred Stock”), on the Stock Purchase Date provided for (and as defined) in the Stock Purchase Contract Agreement, and (ii) a Collateral Agreement, dated as of January 25, 2008 (the “Collateral Agreement”), among itself, the Company and U.S. Bank, as collateral agent (in such capacity, the “Collateral Agent”), custodial agent (in such capacity, the “Custodial Agent”), securities intermediary (in such capacity, the “Securities Intermediary”) and securities registrar (in such capacity, the “Securities Registrar”), under which the Trust has pledged the Securities to secure its obligation to purchase Preferred Stock under the Stock Purchase Contracts. In connection with the Trust’s obligation to purchase the Company’s Preferred Stock, the Securities Act. Promptly after must be remarketed as specified in the date Supplemental Indenture, the Collateral Agreement and the Amended and Restated Trust Agreement, dated as of this January 25, 2008 (the “Trust Agreement” and, together with the Supplemental Indenture and the Collateral Agreement, the Company will prepare and file a prospectus “Remarketing Transaction Agreements”), among the Company, U.S. Bank (in accordance with such capacity, the provisions of Rule 430B (“Rule 430BProperty Trustee”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act RegulationsU.S. Bank National Trust Association, as Delaware Trustee. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the The Company and the RepresentativesTrust have entered into a Remarketing Agreement, dated as of February 1, 2011 (the “Remarketing Agreement”), including any related prospectus supplement among themselves and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (in such capacity, the “Remarketing Agent”), pursuant to which the Remarketing Agent is conducting the Remarketing of the Securities in accordance with the Remarketing Transaction Agreements. Upon completion of a Successful Remarketing, the terms of the Securities will be modified as set forth in notices from the Company to U.S. Bank, in its respective capacities as the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Trust) and the Trustee (the “Notices”), issued in January 2011 pursuant to Section 4.2 of the Supplemental Indenture and Section 5.18 of the Trust Agreement. In connection with the Remarketing, the Company will execute an amendment to the Supplemental Indenture (the “Supplemental Indenture Amendment”) systemto reflect any modifications to the terms of the Securities pursuant to the Remarketing and to issue a new global note in a form reflecting such modifications. All references Capitalized terms used and not defined in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” shall have the meanings set forth in the Registration StatementIndenture, any preliminary prospectus the Trust Agreement, the Stock Purchase Contract Agreement or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the ProspectusCollateral Agreement, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may beapplicable.

Introductory. Kentucky Utilities CompanyMercury Computer Systems, Inc., a Massachusetts corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 4,850,000 shares of its common stock, par value $0.01 per share (the “Firm Shares”). In addition, for whom you the Company has granted to the Underwriters an option to purchase up to an additional 727,500 shares of its common stock, par value $0.01 per share, as provided in Section 2. The additional 727,500 shares to be sold by the Company pursuant to such option are acting collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The Company’s common stock, par value $0.01 per share, is referred to herein as the “Shares.” ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”) and Lazard Capital Markets LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3 (File No. 333-223142-01158847), and has prepared a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein effectiveness pursuant to Item 12 of Form S-3 Rule 430B under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) which is incorporated by reference in or otherwise deemed by under the Securities Act Regulations to be a part of or included in is called the “Rule 462(b) Registration Statement, such preliminary prospectus or ,” and from and after the Prospectus, as the case may be.date and time of filing

Introductory. Kentucky Utilities CompanyNewLink Genetics Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, for whom you the Company has granted to the Underwriters an option to purchase up to an additional 750,000 Shares as provided in Section 2. The additional 750,000 Shares to be sold by the Company pursuant to such option are acting called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated. (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage BondsOffered Shares. To the extent there are no additional underwriters listed on Schedule A, 3.300% Series due 2050 the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. This Agreement is effective as of October 3, 2017 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureAgreement Date”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement (No. 333-223142-01) on Form S-3, File No. 333‑205234, including the related preliminary a base prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act RegulationsBase Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by 430B under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called Company pursuant to Rule 462(b) under the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use Securities Act in connection with the offering offer and sale of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, Offered Shares is herein called the “Prospectus.” For purposes of this Agreement, all references to the Rule 462(b) Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in and from and after the Registration Statement, any preliminary prospectus or the Prospectus (or other references date and time of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.filing

Introductory. Kentucky Utilities CompanyThis Agreement, effective as of the date first set forth above, amends and restates and replaces in its entirety the Sales Agency Agreement dated as of August 18, 2009 (the “Prior Sales Agreement”), between CHICAGO BRIDGE & IRON COMPANY N.V., a corporation company with limited liability organized and existing under the laws of the Commonwealth of Kentucky The Netherlands, established in Amsterdam, having its corporate seat in The Hague and the Commonwealth of Virginia address at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the “Company”), and Credit Agricole Securities (USA) Inc., as sales agent (the “Agent”), pursuant to which the Company proposed to issue and sale up to 10,000,000 shares of the Company’s common stock, par value Euro 0.01 per share (the “Common Stock”), and pursuant to which 2,448,683 shares of Common Stock were issued and sold (the “Sold Units”) thereunder. The Company proposes to issue and sell, and sell from time to time through the several Underwriters named in Section 3 hereof Agent an offering of up to 7,551,317 shares (the “UnderwritersShares”) of its Common Stock, by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act (as defined below), including, without limitation, sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for whom you are acting as representatives the Shares or to or through a market maker (the “RepresentativesATM Program”). It is understood and agreed by the parties hereto that: (a) the representations, proposewarranties, severally agreements, indemnities and not jointly, covenants applicable to purchase, upon the terms and conditions sale of the Sold Units are limited to those as set forth hereinin the Prior Sales Agreement, $500,000,000 aggregate principal amount of and (b) that the Company’s First Mortgage BondsShares offered hereby and hereunder are not governed by, 3.300% Series due 2050 (and are in addition to and do not include the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplementedSold Units offered pursuant to, the “Indenture”)Prior Sales Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-223142-01160852), which contains a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of securities (the “Shelf Securities”), including the related preliminary prospectus or prospectusShares, which to be issued from time to time by the Company. Such registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of statement, filed with the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers , including the registration of the Bonds under the Securities Act. Promptly after the date of this Agreementfinancial statements, the Company will prepare exhibits and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations schedules thereto and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein effectiveness pursuant to Item 12 of Form S-3 Rule 430B under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) which ), is incorporated by reference in or otherwise deemed by called the Securities Act Regulations “Registration Statement.” As used herein, the term “Prospectus” shall mean the prospectus supplement to be a part of or included the Base Prospectus that describes the Shares and the offering thereof pursuant to the ATM Program (the “Prospectus Supplement”), together with the Base Prospectus, in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.form

Introductory. Kentucky Utilities CompanyQTS Realty Trust, Inc., a Maryland corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its Class A common stock, par value $0.01 per share (the “Shares”). The 5,500,000 Shares to be issued and sold by the Company are being hereinafter called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares, as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (“Merrill”), for whom you are acting J.▇. ▇▇▇▇▇▇ Securities LLC (“J.▇. ▇▇▇▇▇▇”) and S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage BondsOffered Shares. To the extent there are no additional underwriters listed on Schedule A, 3.300% Series due 2050 (the term “Bonds”) to be issued under an Indenture, dated Representatives” as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellonused herein shall mean you, as trustee thereunder (Underwriters, and the term “Trustee”)Underwriters” shall mean either the singular or the plural, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (on Form S-3, File No. 333-223142-01210425, including a base prospectus dated March 28, 2016 (including the documents incorporated or deemed to be incorporated by reference therein prior to the time of the execution of this Agreement pursuant to Item 12 of Form S-3 under the Securities Act (as defined below) on Form S-3the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise any information deemed to be a part thereof or included therein by at the time of effectiveness pursuant to 430B under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Such Registration Statement at the time it originally became effective upon filing under Rule 462(e) of the Securities Act. The preliminary prospectus supplement dated March 28, 2016 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is herein called the “Original Registration Statement.Preliminary Prospectus,” The final and the Preliminary Prospectus and any other prospectus in the form first furnished supplement to the Underwriters for use Base Prospectus in connection with preliminary form that describes the Offered Shares and the offering of the Bonds, including the related prospectus supplement thereof and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references used prior to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any filing of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by as defined below), together with the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Base Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any is called a “preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Actprospectus.”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Kentucky Utilities ON Semiconductor Corporation, a Delaware corporation (the "COMPANY"), and Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("SCI LLC," and together with the Company, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”"ISSUERS"), propose, severally and not jointly, subject to purchase, upon the terms and conditions set forth stated herein, $500,000,000 aggregate to issue and sell to the several initial purchasers named in Schedule A hereto (the "PURCHASERS") U.S.$200,000,000 principal amount of the Company’s First Mortgage Bondstheir 12% Senior Secured Notes due 2010 ("OFFERED SECURITIES"), 3.300% Series due 2050 (the “Bonds”) to be issued under an Indentureindenture, dated as of October 1March 3, 2010 2003 (the “Base Indenture”"INDENTURE"), between among the Issuers, the subsidiaries of the Company listed on the signature pages hereof, as guarantors (collectively, the "GUARANTORS") and The ▇▇▇▇▇ Fargo Bank of New York MellonMinnesota, National Association, as trustee thereunder (the “Trustee”"TRUSTEE"), . The United States Securities Act of 1933 is herein referred to as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds"SECURITIES ACT." Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as of May 15such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, 2020 (the “Supplemental Indenture,” Issuers and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”"COMMISSION") an automatic shelf under the circumstances set forth therein, (i) a registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “"EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the Issuers issued under the Indenture, identical in all material respects to the Offered Securities Act”). Such registration statement covers the registration of the Bonds and registered under the Securities Act. Promptly after Act (the date of this Agreement"EXCHANGE SECURITIES"), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and included in such the Guarantees (as defined below) thereof and (ii) a shelf registration statement pursuant to Rule 430B is 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and Exchange Securities are referred to collectively as “Rule 430B Information.” Each prospectus used the "SECURITIES". The Offered Securities and the guarantees of the Guarantors relating to the Offered Securities (the "GUARANTEES") will be, on the Closing Date (as hereinafter defined) or within a commercially reasonable time thereafter, secured on a first-priority basis by certain collateral (the "COLLATERAL") as described in the Offering Memorandum, and as will be more fully described in and pursuant to (i) the Collateral Sharing Agreement (the "COLLATERAL SHARING AGREEMENT") to be entered into among the Issuers, JPMorgan Chase Bank, as collateral agent (the "COLLATERAL AGENT ") and the Trustee, (ii) the Amended and Restated Credit Agreement (as defined below), (iii) a certain Pledge Agreement (the "PLEDGE AGREEMENT"), (iv) a certain Security Agreement (the "SECURITY AGREEMENT"), (v) certain Uniform Commercial Code financing statements (the "FINANCING STATEMENTS"), (vi) a certain Collateral Assignment (the "COLLATERAL ASSIGNMENT"), (vii) a certain Deed of Trust with respect to the Company's Maricopa, Arizona facility (the "AZ MORTGAGE") and (viii) a certain Mortgage with respect to the Company's East Greenwich, Rhode Island facility (the "RI MORTGAGE," and together with the AZ Mortgage, the "MORTGAGES" ), each relating to SCI LLC's existing credit agreement which is being amended and restated as described below, and each to be amended by the Issuers and the Bank Lenders (as defined below) on or prior to the closing of the sale of the Offered Securities pursuant to this Agreement to provide for the granting of a first-priority security interest in the Collateral for the benefit of the holders of the Offered Securities and the Bank Lenders (as defined below) on an equal and ratable basis (collectively, as so amended, the "SECURITY DOCUMENTS"). The offering of the Offered Securities is part of the refinancing transactions ("REFINANCING TRANSACTIONS") as described in the Offering Memorandum, pursuant to which an Amendment and Restatement Agreement dated as of February 14, 2003 (the "Amendment and Restatement Agreement") was entered into by the Issuers and certain lenders in connection with the offering Credit Agreement, dated as of August 4, 1999, as amended and restated as of April 3, 2000 (as further amended, supplemented or otherwise modified from time to time, and together with the Amendment and Restatement Agreement, the "AMENDED AND RESTATED CREDIT AGREEMENT") by the Issuers with certain syndicate lenders. Pursuant to the Amendment and Restatement Agreement, which will have become effective on or prior to the closing of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 sale of the Offered Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to and the Registration StatementCollateral Sharing Agreement and the Security Documents, any preliminary prospectussuch syndicate lenders (collectively, the Prospectus or any amendment or supplement to any "BANK LENDERS") will share a first-priority security interest in the Collateral equally and ratably with the holders of the foregoing shall be deemed to include Securities. Each of the copy filed Issuers and the Guarantors hereby agrees with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, several Purchasers as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanySunPower Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters Initial Purchasers named in Section 3 hereof Schedule A hereto (the “UnderwritersInitial Purchasers”), for whom you are acting as representatives representative (the “RepresentativesRepresentative”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 300,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3000.75% Series Senior Convertible Debentures due 2050 2018 (the “BondsOffered Securities”) ). The Offered Securities will be issued pursuant to the Indenture to be issued under an Indenture, dated as of October 1May 29, 2010 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as trustee thereunder Trustee (the “Trustee”). The Offered Securities will be convertible into shares of Common Stock, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to par value $0.001 per share, of the Bonds, to be dated as of May 15, 2020 Company (the “Supplemental Indenture,” Common Stock”) in accordance with the terms of the Offered Securities and the Base Indenture as so amended and supplementedIndenture. As used herein, “Underlying Securities” means the “Indenture”)shares of Common Stock into which the Offered Securities are convertible. The Company has filed with Offered Securities will be offered and sold to the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions therefrom. Such registration statement covers The Initial Purchasers have entered into a commitment letter, dated as of May 20, 2013, with Total Gas & Power USA SAS (the registration “Commitment Letter”) pursuant to which such affiliate has committed to purchase from the Initial Purchasers the aggregate principal amount of the Bonds under Offered Securities set out therein (the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430BAffiliate Securities”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed price and upon the terms set forth in the General Disclosure Package (as defined below) and the Final Memorandum (as defined below). The Initial Purchasers propose to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the make an offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the remaining Offered Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange ActNon-Affiliate Securities”) which is incorporated by reference in or otherwise deemed by to prospective purchasers at the Securities Act Regulations to be a part of or included price and upon the terms set forth in the Registration Statement, such preliminary prospectus or General Disclosure Package and the Prospectus, as the case may beFinal Memorandum.

Introductory. Kentucky Utilities CompanyEgain Communications Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”), proposes to issue and sellsell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,000,000 shares (the "Firm ---------- Shares") of its Common Stock, par value $0.001 per share (the "Common Shares"). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the "Shares". BancBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. have agreed to act as representatives of the several Underwriters named (in Section 3 hereof (such capacity, the “Underwriters”), for whom you are acting as representatives ("Representatives") in connection with the “Representatives”), propose, severally offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") an automatic shelf a registration statement on Form S-1 (File No. 333-223142-01) on Form S-383439), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 19331933 and the rules and regulations promulgated thereunder (collectively, as amended (the “"Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives"), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein Rule 434 under the Securities Act, is called the "Registration Statement". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act Regulations, is herein called the “"Rule 462(b) Registration Statement.” The ", and from and after the date and time of filing of the Rule 462(b) Registration Statement at the time it originally became effective is herein called the “Original term "Registration Statement.” The final prospectus " shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first furnished to used by the Underwriters for use in connection to confirm sales of the Shares, is called the "Prospectus"; provided, however, if the Company has, with the offering consent of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“BancBoston ▇▇▇▇▇”) system. All references in this Agreement ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., elected to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document rely upon Rule 434 under the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.the

Introductory. Kentucky Utilities CompanyLamalie Associates, Inc., a Florida corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”"COMPANY"), proposes to issue and sellsell an aggregate of 2,089,540 shares of common stock, $0.01 par value per share (the "COMMON STOCK") and the several Underwriters named stockholders of the Company identified in Section 3 hereof Schedule I annexed hereto (the “Underwriters”"SELLING STOCKHOLDERS") propose to sell an aggregate of 910,460 shares of Common Stock (such 3,000,000 shares, collectively, the "FIRM SHARES") to the several underwriters identified in Schedule II annexed hereto (the "UNDERWRITERS"), for whom you who are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this AgreementIn addition, the Company will prepare and file a prospectus has agreed to grant to the Underwriters an option to purchase up to 450,000 additional shares of Common Stock (the "OPTIONAL SHARES") as provided in accordance with Section 6 hereof. The Firm Shares and, to the provisions of Rule 430B (“Rule 430B”) of extent such option is exercised, the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is Optional Shares are hereinafter collectively referred to as “Rule 430B Informationthe "SHARES.” Each prospectus used in connection with " All references herein to "the offering Company" are to Lamalie Associates, Inc., a Florida corporation, and, for all periods prior to June 3, 1997 and when --------------------- * Plus an option to acquire up to 450,000 additional shares of Common Stock from the Company to cover over-allotments. the context otherwise requires, its predecessor Lamalie Associates, Inc., a Delaware corporation. You, as representatives of the Bonds that omitted Rule 430B Information Underwriters (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by "REPRESENTATIVES"), have advised the Company and the Representatives), including any related prospectus supplement Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon hereafter as in your judgment is advisable and that the public offering price of the Shares initially will be [$______] per share. The Company and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to Selling Stockholders hereby confirm their respective agreements with the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act each other as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyU-Store-It Trust, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Maryland real estate investment trust (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 28,000,000 shares (the “Firm Shares”) of the Company’s common shares of beneficial interest, par value $.01 per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,200,000 Common Shares (the “Optional Shares”), for whom you as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are acting collectively called, the “Shares.” ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (Shares. The terms Representatives and Underwriters shall mean either the “Bonds”) to be issued under an Indenture, dated singular or plural as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01156463) on Form S-3December 24, 2008, which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) exhibits and schedules thereto, at each time of the rules and regulations of the Commission (the “Securities Act Regulations”) effectiveness under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise required information deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein effectiveness pursuant to Item 12 of Form S-3 Rule 430B under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) which is incorporated by reference in or otherwise deemed by under the Securities Act Regulations to be a part is called the “Rule 462(b) Registration Statement,” and from and after the date and time of or included in filing of the Rule 462(b) Registration Statement, such the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus or supplement used in connection with the Prospectus, as the case may be.offering of the

Introductory. Kentucky Utilities CompanyUlta Salon, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Cosmetics & Fragrance, Inc. (the “Company”), proposes to issue and sella Delaware corporation, has an authorized capital stock consisting of 70,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 400,000,000 shares, $0.01 par value, of Common Stock (“Common Stock”), of which 58,597,261 shares were outstanding as of May 10, 2010, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of May 10, 2010. Certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 8,976,112 shares of the Company’s issued and outstanding Common Stock to the several Underwriters underwriters named in Section 3 hereof Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the “Underwriters”), for whom you who are acting as representatives (the “Representatives”), propose, severally and not jointly. Collectively, such total of 8,976,112 shares of Common Stock proposed to be sold by the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 1,346,417 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to purchasethe extent such options are exercised, upon the terms and conditions set forth hereinOption Shares, are hereinafter collectively referred to as the “Shares.” The Common Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase shares of Series A Junior Participating Preferred Stock, par value $500,000,000 aggregate principal amount .01 per share (the “Preferred Stock”), of the Company’s First Mortgage Bonds, 3.300% Series due 2050 . The Rights are to be issued pursuant to a Stockholder Rights Agreement (the “BondsRights Agreement”) to be issued under an Indenture), dated as of October 125, 2010 (the “Base Indenture”)2007, between the Company and The Bank of New York MellonAmerican Stock Transfer & Trust Company, as trustee thereunder Rights Agent. 1 Plus options to acquire up to an aggregate of 1,346,417 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndenturePricing Agreement”). The Company has filed with Pricing Agreement may take the Securities form of an exchange of any standard form of written telecommunication among the Company, the Selling Stockholders and Exchange Commission (the “Commission”) an automatic shelf registration statement (NoRepresentatives and shall specify such applicable information as is indicated in Exhibit A hereto. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) The offering of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933Shares will be governed by this Agreement, as amended (supplemented by the “Securities Act”)Pricing Agreement. Such registration statement covers the registration of the Bonds under the Securities Act. Promptly From and after the date of this the execution and delivery of the Pricing Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing Agreement shall be deemed to include incorporate the copy filed Pricing Agreement. The Company and the Selling Stockholders hereby confirm their agreement with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyE*TRADE Group, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”"), proposes to issue and sell, and sell to the several Underwriters Initial Purchasers named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, "Initial Purchasers") an aggregate of $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300its 6% Series Convertible Subordinated Notes due 2050 2007 (the “Bonds”"Firm Securities"). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional aggregate $150,000,000 principal amount of its 6% Convertible Subordinated Notes due 2007 (the "Option Securities") as provided in Section 2. The Firm Securities and, if and to the extent such option is exercised, the Option Securities are collectively called the "Securities." The Securities will be convertible into shares (the "Underlying Securities") of Common Stock, $0.01 par value, of the Company (the "Common Stock"). The Securities will be issued pursuant to an Indenture (the "Indenture"), to be issued under an Indenture, dated as of October February 1, 2010 (the “Base Indenture”)2000, between the Company and The Bank of New York MellonYork, as trustee thereunder (the “"Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”"). The Securities (and the Underlying Securities) will be offered without being registered under the Securities Act of 1933, as amended, in reliance on exemptions therefrom provided by the Act and the rules and regulations thereunder (collectively, the "Securities Act"). The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated the date hereof between the Company and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the offer and sale of the Securities, the Company has prepared a preliminary offering circular dated January 24, 2000 (the "Preliminary Circular") and a final offering circular dated February 1, 2000 (the "Final Circular") for delivery to prospective purchasers of the Securities. Each of the Preliminary Circular and the Final Circular includes or incorporates certain information concerning, among other things, the Company, the Securities and the Underlying Securities. The Final Circular also incorporates by reference each document or report filed by the Company with the Securities and Exchange Commission (the “"Commission”") an automatic shelf registration statement (No. 333-223142-01) on Form S-3pursuant to Sections 13(a), including the related preliminary prospectus 13(c), 14 or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”15(d) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) which is incorporated by reference in or otherwise deemed by "), after the Securities Act Regulations date thereof and prior to be a part the termination of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.distribution of the

Introductory. Kentucky Utilities CompanyFirst Potomac Realty Trust, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Maryland real estate investment trust (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 6,500,000 of its common shares (the “Firm Shares”) of beneficial interest, par value $.001 per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 975,000 Common Shares (the “Option Shares”), for whom you as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are acting collectively called the “Shares.” KeyBanc Capital Markets Inc. (“KBCM”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as the representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of that serves as the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3), including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such , on July 1, 2011 an automatic shelf registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreementstatement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of under the Securities Act Regulations Act, on Form S-3 (“Rule 405”) that has not been approved in writing File No. 333-175330), as amended by a post-effective amendment thereto filed on February 14, 2013, which registration statement contains a base prospectus relating to certain securities, including the Shares, to be issued by the Company and from time to time (the Representatives“Base Prospectus”), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” . Such registration statement, at any given timeincluding such post-effective amendment thereto and all other amendments thereto filed prior to the Applicable Time (as herein defined), including herein referred to as the amendments “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or supplements thereto 430B under the Securities Act and all information incorporated or deemed to such time, the exhibits and any schedules thereto at such time, the documents be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Act. The final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, in the form first furnished or made available to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofShares, is herein called referred to as the “Prospectus.” For purposes of this AgreementThe Base Prospectus, all references as supplemented by any preliminary prospectus supplement relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include the copy any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission pursuant after the Effective Date (as herein defined) of the Registration Statement or the issue date of any Preliminary Prospectus or the Prospectus under Rule 424(b) under the Securities Act, as the case may be, and prior to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) systemthe termination of the offering of the Shares by the Underwriters. All references in this Underwriting Agreement (this “Agreement”) to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) which is ), incorporated or deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus Preliminary Prospectus or the Prospectus, as the case may be., at or after the execution and delivery of this Agreement. Each of the Company and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Introductory. Kentucky Utilities CompanyProLogis, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Maryland real estate investment trust (the “"Company”"), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “"Underwriters”"), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A hereto of $500,000,000 300,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300's 5.50% Series Notes due 2050 2013 (the “Bonds”"Notes"). Banc of America Securities LLC ("BAS") has agreed to act as representative of the several Underwriters (in such capacity, the "Representative") in connection with the offering and sale of the Notes. The Notes will be issued under pursuant to an Indentureindenture, dated as of October March 1, 2010 1995 (the “Base "Indenture”"), between the Company and The U.S. Bank of New York MellonNational Association (formerly State Street Bank and Trust Company), as trustee thereunder (the “"Trustee”"). Certain terms of the Notes will be established pursuant to Board Resolutions (as defined in the Indenture) adopted by the Company pursuant to Section 301 of the Indenture. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary"), as previously amended and supplemented and as pursuant to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bondsa Letter of Representations, to be dated as of May 15the Closing Date (as defined in Section 2 below), 2020 (among the “Supplemental Indenture,” Company, the Trustee and the Base Indenture as so amended and supplemented, the “Indenture”)Depositary. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") an automatic shelf registration statement statements on Form S-3 (NoFile Nos. 333-22314279813 and 333-0139797) on Form S-3, for the registration of debt securities (including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(eNotes) (“Rule 462(e)”) and other securities of the rules and regulations of the Commission (the “Securities Act Regulations”) Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “"Securities Act”"), and the offering thereof from time to time in accordance with Rule 415 of the Securities Act. Such registration statement covers has been declared effective by the registration of Commission and the Bonds under Company has filed such post-effective amendments thereto as may be required prior to the Securities Act. Promptly after the date execution of this Agreement, the Company will prepare Agreement and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in each such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.post-effective

Introductory. Kentucky Utilities CompanyIllinois Tool Works Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 1,000,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3002.650% Series Notes due 2050 2026 (the “BondsNotes”). Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC have agreed herein to act as representatives of the several Underwriters (in such capacity, the “Representatives”) to in connection with the offering and sale of the Notes. The Notes will be issued under pursuant to an indenture, dated as of November 1, 1986, as amended by a First Supplemental Indenture, dated as of October May 1, 2010 1990 (the “Base Indenture”), between the Company and The Bank of New York MellonMellon Trust Company, N.A., as successor trustee thereunder (the “Trustee”), as previously amended and supplemented and as . Certain terms of the Notes will be established by an Officers’ Certificate pursuant to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as Section 2.01 of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented(together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-3206213), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the related preliminary prospectus or prospectusNotes, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) and other securities of the rules and regulations of the Commission (the “Securities Act Regulations”) Company under the U.S. Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.the

Introductory. Kentucky Utilities CompanyProLogis, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Maryland real estate investment trust (the “Company”), proposes to issue confirms its agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and sell, and each of the several other Underwriters named in Section 3 hereof Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you ▇▇▇▇▇▇▇ ▇▇▇▇▇, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”), proposewith respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bondsrespective numbers of its common shares of beneficial interest, 3.300% Series due 2050 par value $0.01 per share (the “BondsCommon Stock”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 22,800,000 additional shares of Common Stock to cover over allotments, if any. The aforesaid 152,000,000 shares of Common Stock (the “Initial Securities”) to be issued under an Indenture, dated as purchased by the Underwriters and all or any part of October 1, 2010 the 22,800,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Base IndentureOption Securities”)) are hereinafter called, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplementedcollectively, the “IndentureSecurities”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-3157818), which contains a base prospectus dated March 10, 2009 (the “Base Prospectus”), to be used in connection with the public offering and sale of Common Stock, including the related preliminary prospectus or prospectusSecurities, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) and other securities of the rules and regulations of the Commission (the “Securities Act Regulations”) Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers , and the registration of the Bonds offering thereof from time to time in accordance with Rule 415 under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given timeas amended, including the amendments or supplements thereto to such timefinancial statements, the exhibits and any schedules thereto at such timethereto, in the documents incorporated by reference therein pursuant to Item 12 of Form S-3 form in which it became effective under the Securities Act at such time and the documents otherwise Act, including any required information deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein effectiveness pursuant to Item 12 of Form S-3 Rule 430B under the Securities Act as of the date hereofAct, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.called

Introductory. Kentucky Utilities CompanyAbraxas Petroleum Corporation, a Nevada corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (together, the “Underwriters”), for whom you an aggregate of 10,000,000 shares of its common stock (the “Firm Shares”), par value $0.01 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to 1,500,000 shares of Common Stock (the “Optional Shares”), as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are acting collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇ Inc., Canaccord Genuity Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated have agreed to act as representatives of the several Underwriters (in such capacity is hereinafter referred to as the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3 (File No. 333-223142-01) on Form S-3188110), including the related preliminary a base prospectus or prospectusdated June 6, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission 2013 (the “Securities Act RegulationsBase Prospectus”) ), to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called of effectiveness pursuant to Rule 430B or Rule 430C (the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 Rule 430 Information”) under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) which ), is incorporated by reference in or otherwise deemed by referred to as the Securities Act Regulations to be a part of or included in the “Registration Statement.” The prospectus supplement, such preliminary prospectus or the Prospectus, dated as the case may be.of June 12,

Introductory. Kentucky Utilities CompanyAmerican Capital Strategies, Ltd., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue confirms its agreement with the Representatives (as defined below) and sell, and each of the several other Underwriters named in Section 3 Schedule A attached hereto and made a part hereof (collectively, the “Underwriters”)) with respect to (a) the sale by the Company and purchase by the Underwriters, for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 of their respective portions of $ • aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series • Notes due 2050 • (the “BondsSecurities”) to ). The Securities will be issued under pursuant to an Indenture, Indenture dated as of October 1April 26, 2010 (the “Base Indenture”)2007, by and between the Company Company, as issuer, and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by a First Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 • (the “Supplemental Indenture,” and the Base Indenture as so amended and supplementedcollectively, the “Indenture”). [Underwriter] and [Underwriter] have agreed to act as representatives of each of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities. The Company has filed with the United States Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under pursuant to the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”). Such , a registration statement covers on Form N-2 for the offer and sale of an aggregate amount of $5,000,000,000 of securities (File No. 333-142398), which registration statement became effective on June 5, 2007, a copy of which has heretofore been delivered to you. The Company proposes to file with the Bonds Commission pursuant to Rule 497 under the Securities Act. Promptly after , a supplement, dated as of •, to the date final prospectus dated as of this AgreementJune 5, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of 2007, relating to the Securities Act Regulations and paragraph the method of distribution thereof and has previously advised you of all further information (bfinancial and other) of Rule 424 (“Rule 424(b)”) of with respect to the Securities Act Regulationsset forth therein. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such timeexhibits thereto, as amended at the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulationsdate hereof, is herein hereinafter called the “Registration Statement.” The ”; such prospectus, in the form in which it was included in the Registration Statement at the time it originally became effective was declared effective, is herein hereinafter called the “Original Registration StatementBasic Prospectus”; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The final prospectus in the form first furnished Prospectus, subject to the Underwriters for use completion, used in connection with a public offering is called a “Preliminary Prospectus,” and any reference to the offering of “most recent Preliminary Prospectus” shall be deemed to refer to the Bonds, including the related prospectus supplement and the documents incorporated by reference therein Preliminary Prospectus most recently filed pursuant to Item 12 of Form S-3 Rule 497 under the Securities Act as of the date hereof, is herein called the . All references in this underwriting agreement (this “Prospectus.” For purposes of this Agreement, all references ”) to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus Prospectus, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy filed thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in The Company hereby confirms its agreements with the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyLomak Petroleum, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”), ") proposes to issue and sell, and pursuant to the terms of this Agreement, to the several Underwriters named in Schedule A hereto (the "Underwriters" which term also shall include any underwriter substituted as hereinafter provided in Section 11) an aggregate of 4,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock") of the Company. The aggregate of 4,000,000 shares so proposed to be sold by the Company is herein called the "Firm Stock". The Company also proposes to sell severally to the Underwriters, on a pro rata basis, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares of Common Stock as provided in Section 3 hereof (of this Agreement. The aggregate of 600,000 shares so proposed to be sold is herein called the “Underwriters”)"Optional Stock". The Firm Stock and the Optional Stock are collectively referred to herein as the "Stock". Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, for whom you PaineWebber Incorporated, Smit▇ ▇▇▇▇▇▇ ▇▇▇., A.G. ▇▇▇▇▇▇▇ & ▇ons, Inc. and McDo▇▇▇▇ & ▇ompany Securities, Inc. are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the "Representatives". It is understood by all parties that the Company is concurrently entering into an agreement, dated the date hereof (the “Representatives”), propose, severally and not jointly, to purchase, upon "Debt Underwriting Agreement") providing for the terms and conditions set forth herein, sale by the Company of $500,000,000 aggregate 100,000,000 principal amount of the Company’s its __% Senior Subordinated Notes due 2007 to Chase Securities Inc., NationsBanc Capital Markets, Inc., Bear, Stea▇▇▇ & ▇o. Inc. and Credit Suisse First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York MellonBoston Corporation, as trustee thereunder (underwriters. Before the “Trustee”), as previously amended purchase and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the public offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of Stock by the Securities Act Regulations (“Rule 405”) that has not been approved in writing by several Underwriters, the Company and the Representatives), including any related prospectus supplement and 2 acting on behalf of the documents incorporated by reference therein pursuant to Item 12 of Form S-3several Underwriters, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus shall enter into an agreement substantially in the form first furnished to of Exhibit A hereto (the Underwriters for use "Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representatives and shall specify such applicable information as is indicated in connection with the Exhibit A hereto. The offering of the Bonds, including the related prospectus supplement and the documents incorporated Stock will be governed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to as supplemented by the Registration Statement, any preliminary prospectus, Pricing Agreement. From and after the Prospectus or any amendment or supplement to any date of the foregoing execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include incorporate the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may bePricing Agreement.

Introductory. Kentucky Utilities CompanyWhitestone REIT, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Maryland real estate investment trust (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of [ ] Class B common shares of beneficial interest (the “Firm Shares”), for whom you par value $0.001 per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] Common Shares (the “Optional Shares”), as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are acting collectively called the “Shares.” BMO Capital Markets Corp. (“BMO”) , JMP Securities LLC and ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-11 (File No. 333-223142-01) on Form S-3333-[ ]), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise required information deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at ”. Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein Company pursuant to Item 12 of Form S-3 Rule 462(b) under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Rule 462(b) Registration Statement”, any preliminary prospectus, and from and after the Prospectus or any amendment or supplement to any date and time of filing of the foregoing Rule 462(b) Registration Statement the term “Registration Statement” shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”Rule 462(b) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any . Any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.the

Introductory. Kentucky Utilities CompanyReady Capital Corporation, a Maryland corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sellS▇▇▇▇▇▇▇▇▇ Partners, L.P., a Delaware limited partnership (the “Operating Partnership”), and Waterfall Asset Management, LLC, a Delaware limited liability company (the “Manager”), each confirms its agreement with each of the several Underwriters named in Section 3 hereof Schedule A hereto (the “Underwriters”), ) for whom you are acting as representatives the Company to issue and sell to the several Underwriters 6,000,000 shares (the “RepresentativesFirm Securities”) of its common stock, par value $0.0001 per share (the “Common Stock”), proposeand to issue and sell to the Underwriters, severally and not jointly, to purchase, upon at the terms and conditions set forth herein, $500,000,000 aggregate principal amount option of the Company’s First Mortgage BondsUnderwriters, 3.300% Series due 2050 an aggregate of not more than 900,000 additional shares of Common Stock (the “BondsOptional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Pursuant to be issued under an Indenturethe Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of October 1March 5, 2010 2019 (the “Base IndentureOP Agreement”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) receipt of the rules and regulations net proceeds of (a) the sale of the Commission Firm Securities on the First Closing Date (as defined below) and (b) the “sale of any and all Optional Securities Act Regulations”) under the Securities Act of 1933, on each Optional Closing Date (as amended (the “Securities Act”defined below). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file contribute such net proceeds to the Operating Partnership in exchange for a prospectus number of units of partnership interest in accordance with the provisions of Rule 430B Operating Partnership (the “Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405OP Units”) that has not been approved in writing by is equivalent to the Company number of Firm Securities and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Optional Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished sold to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange ActCompany OP Units”). To the extent there are no additional Underwriters listed on Schedule A other than you, the term Representatives as used herein (and as defined below) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectusshall mean you, as Underwriters, and the case may beterms Representatives and Underwriters shall mean either the singular or plural as the context requires.

Introductory. Kentucky Utilities CompanyThe stockholders named in Schedule A (collectively, the “Selling Stockholders”) of BioScrip, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes severally propose to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule B (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 ) an aggregate principal amount of 6,895,873 shares of the Company’s First Mortgage Bondscommon stock, 3.300% Series due 2050 par value $0.0001 per share (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureShares”). The 6,895,873 Shares to be sold by the Selling Stockholders are called the “Firm Shares.” In addition, the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 1,020,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule A, all as provided in Section 2. The additional 1,020,000 Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC (“M▇▇▇▇▇ S▇▇▇▇▇▇”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule B, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement (on Form S-3, File No. 333-223142-01187336, including a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by 430B under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called Company pursuant to Rule 462(b) under the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use Securities Act in connection with the offering offer and sale of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, Offered Shares is herein called the “Prospectus.” For purposes of this Agreement, all references to the Rule 462(b) Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in and from and after the Registration Statement, any preliminary prospectus or the Prospectus (or other references date and time of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under such Rule 462(b) Registration Statement the Securities Exchange Act of 1934, as amended (the term “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such ” shall include the Rule 462(b) Registration Statement. The preliminary prospectus or the Prospectus, as the case may be.supplement dated August

Introductory. Kentucky Utilities CompanyPHH Corporation, a Maryland corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”"), proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “"Commission”) an automatic shelf "), and the Commission declared effective on March 2, 1998, a registration statement on Form S-3 (Registration No. 333-223142-01) on Form S-345373, hereinafter called the "Registration Statement"), covering up to U.S. $3,000,000,000 aggregate principal amount of the Company's debt securities (the "Securities"). Any reference herein to the term "Registration Statement" shall be deemed to refer, unless the context otherwise indicates, to the Registration Statement, including the related preliminary prospectus or form of final prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of financial statements and other documents included or incorporated by reference therein and all exhibits included therein, as from time to time amended, and the rules and regulations of term "Prospectus" shall be deemed to refer collectively, unless the context otherwise indicates, to the final prospectus in the form filed with the Commission (the “Securities Act Regulations”pursuant to Rule 424(b) under the Securities Act of 1933, as amended 1933 (the “Securities "Act”). Such registration statement covers ") and each prospectus as supplemented mailed to the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement Commission pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with 424(c) under the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives)Act, including any related prospectus supplement and the documents incorporated by reference therein pursuant therein, as from time to Item 12 time amended or supplemented (exclusive of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including supplements relating solely to Securities that are not Offered Securities as hereinafter defined). The Securities will be issued under one or more indentures (the amendments or supplements thereto to such time, the exhibits "Indentures") identified and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” described in the Registration StatementStatement between the Company and one or more commercial banks, as trustees (the "Trustees"). One class of Securities that the Company is authorized to issue under the Indentures is Medium-Term Notes (the "Offered Securities"). Without limitation on the Company's right to sell all other classes of Securities through underwriters (which may include any preliminary prospectus or all of you) or dealers, or directly to one or more institutional investors, or through agents (which may include any or all of you), and without limitation on the Company's right to sell Offered Securities through other agents as provided in Section 3(a) hereof, the Company confirms its agreement with you with respect to the issue and sale by the Company of up to U.S. $3,000,000,000 (or the Prospectus (equivalent in foreign currency or other references currency units) principal amount of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Offered Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document issued under the Indentures, subject to reduction as a result of the concurrent sale of other Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may beCompany.

Introductory. Kentucky Utilities CompanyHomeFed Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sellsell to certain purchasers (collectively, and the several Underwriters named in Section 3 hereof (the “UnderwritersPurchasers”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, ) up to purchase, upon the terms and conditions set forth herein, $500,000,000 75,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 3.300its 6.50% Series Senior Notes due 2050 2019 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureNotes”). The Company has filed Notes initially will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the Company’s current domestic subsidiaries (the “Guarantors”). The Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement thereunder (No. 333-223142-01) on Form S-3collectively, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. Such registration statement covers the registration The Securities will also be offered and sold outside of the Bonds United States to Purchasers who are non-“U.S. persons” (as defined in Regulation S of the Securities Act) in reliance on Regulation S under the Securities ActAct (“Regulation S”). Promptly after the date of this Agreement▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as placement agent (in such capacity, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430BPlacement Agent”) of and as Closing Agent (in such capacity, the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)Closing Agent”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering Placement, subject to the terms, conditions and other provisions of this Agreement. The Securities are to be sold to the Bonds that omitted Rule 430B Information Purchasers pursuant to two Purchase Agreements, each in the form attached as Exhibit A hereto (other than a the two Purchase Agreements together, the “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405Purchase Agreement”) that has not been approved in writing to be entered into by the Company and the Representativesseveral Purchasers, with such changes as may be approved by the Placement Agent. The Securities are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). This Agreement, including any related prospectus supplement the Purchase Agreement and the documents incorporated by reference therein pursuant Indenture are referred to Item 12 of Form S-3herein collectively as the “Transaction Documents”, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed transactions contemplated hereby and thereby are referred to be a part thereof or included therein by the Securities Act Regulations, is herein called collectively as the “Registration Statement.” Transactions”. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy Company has filed with the Commission pursuant to its Electronic Data Gathering(i) an annual report on Form 10-K for the fiscal year ended December 31, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in 2016 filed with the Registration StatementCommission on March 3, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 2017 (the “Exchange ActForm 10-K”), (ii) a quarterly report on Form 10-Q for the quarterly period ended March 31, 2017 filed with the Commission on May 3, 2017 (the “First Quarter 10-Q”) which is incorporated by reference in or otherwise deemed by and a quarterly report on Form 10-Q for the Securities Act Regulations to be quarterly period ended June 30, 2017 filed with the Commission on August 2, 2017 (the “Second Quarter 10-Q” and together with the First Quarter 10-Q, the “Quarterly Reports”), (iii) Current Reports on Form 8-K filed with the Commission on January 12, 2017, February 2, 2017, March 29, 2017 and August 10, 2017 (each a part of or included in “Form 8-K” and together the Registration Statement“Form 8-Ks”) and (iv) a Proxy Statement on Schedule 14A filed (but not furnished) with the Commission on June 30, such preliminary prospectus or 2017 (together with the ProspectusForm 10-K, the Quarterly Reports and the Form 8-Ks, the “Public Disclosure”). The Company and each Guarantor hereby jointly and severally confirm its agreement with the Placement Agent as the case may be.follows:

Introductory. Kentucky Utilities CompanyUnilife Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 11,000,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 11,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, for whom you the Company has granted to the Underwriters an option to purchase up to an additional 1,650,000 Shares as provided in Section 2. The additional 1,650,000 Shares to be sold by the Company pursuant to such option are acting collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage BondsOffered Shares. To the extent there are no additional underwriters listed on Schedule A, 3.300% Series due 2050 (the term “Bonds”) to be issued under an Indenture, dated Representatives” as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellonused herein shall mean you, as trustee thereunder (Underwriters, and the term “Trustee”)Underwriters” shall mean either the singular or the plural, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement (on Form S-3, File No. 333-223142-01197122, including a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by 430B under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called Company pursuant to Rule 462(b) under the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use Securities Act in connection with the offering offer and sale of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, Offered Shares is herein called the “Prospectus.” For purposes of this Agreement, all references to the Rule 462(b) Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in and from and after the Registration Statement, any preliminary prospectus or the Prospectus (or other references date and time of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under such Rule 462(b) Registration Statement the Securities Exchange Act of 1934, as amended (the term “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or ” shall include the Prospectus, as the case may be.Rule 462(b) Registration

Introductory. Kentucky Utilities CompanyApex PC Solutions, Inc., a Washington corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”"), proposes to issue and sell, and sell 1,000,000 shares of its authorized but unissued Common Stock (the "Common Stock") to the several Underwriters underwriters named in Section 3 hereof SCHEDULE A annexed hereto (the “"Underwriters”"). In addition, for whom you are acting as representatives certain shareholders of the Company named in SCHEDULE B annexed hereto (the “Representatives”), propose, severally and not jointly, "Selling Shareholders") propose to purchase, upon sell an aggregate of 2,000,000 shares of Common Stock to the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) Underwriters. Said 1,000,000 shares to be sold and issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed 2,000,000 shares to be a part thereof or included therein sold by the Securities Act Regulations, is Selling Shareholders are herein called the “Registration Statement"Firm Common Shares.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished " In addition, certain Selling Shareholders propose to grant to the Underwriters for use an option to purchase up to 450,000 additional shares of Common Stock (the "Optional Common Shares"), as provided in connection with Section 5 hereof. The Firm Common Shares and, to the extent such option is exercised, the Optional Common Shares are hereinafter collectively referred to as the "Common Shares." You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as their respective portions of the Common Shares on the effective date hereofof the registration statement hereinafter referred to, or as soon thereafter as in your judgment is herein called advisable. The Company and each of the “Prospectus.” For purposes of this Agreement, all references Selling Shareholders hereby confirm their respective agreements with respect to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any purchase of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed Common Shares by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyStryker Corporation, a Michigan corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 600,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3001.300% Series Notes due 2050 2018 (the “Bonds2018 Notes”) and $400,000,000 aggregate principal amount of the Company’s 4.100% Notes due 2043 (the “2043 Notes” and, together with the 2018 Notes, the “Notes”). Barclays Capital Inc., ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued under pursuant to an Indentureindenture, dated as of October 1January 15, 2010 (the “Base Indenture”), between the Company and The U.S. Bank of New York MellonNational Association, a nationally chartered banking association, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as . Certain terms of the Notes will be established pursuant to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating one or more supplemental indentures to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented(such supplemental indentures, together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus186953), which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission contains a base prospectus (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities ActBase Prospectus”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the public offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.and

Introductory. Kentucky Utilities CompanyRamaco Resources, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), ) proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A hereto (the “Underwriters”), for whom you are Lucid Capital Markets, LLC is acting as representatives representative (the “RepresentativesRepresentative”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 50,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300its 8.375% Series Senior Notes due 2050 2029 (the “BondsFirm Securities”) ), to be issued under pursuant to the provisions of an Indenture, dated as of October 1July 13, 2010 2021 (the “Base Indenture”), ) between the Company and The Bank of New York MellonWilmington Savings Fund Society, FSB, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by a Second Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 the Closing Date between the Company and the Trustee (the “Second Supplemental Indenture,” and and, together with the Base Indenture as so amended and supplementedIndenture, the “Indenture”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $7,500,000 aggregate principal amount of its 8.375% Senior Notes due 2029 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, the right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities.” The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3 (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus274324), which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission included a related base prospectus (the “Securities Act RegulationsBase Prospectus”) ), relating to certain securities, including the Securities. Such registration statement, including any amendments thereto filed prior to the Applicable Time (as defined below), has been declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”)) and the rules and regulations thereunder. Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the The Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act RegulationsRules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B of the Act (“Rule 430B”) is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds Securities that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such Except where the context otherwise requires, the shelf registration statement on Form S-3 filed by the Company with the Commission (No. 333-274324), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, at any given timecollectively, including are herein called the amendments or supplements thereto “Registration Statement,” and the Base Prospectus, as supplemented by the final prospectus supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is herein called the “Prospectus.” Any reference in this Agreement to such timethe Registration Statement, the exhibits General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and Act, as of each Effective Time or the documents otherwise deemed to be a part thereof Execution Time (defined below) or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering date of the BondsProspectus, including as the related prospectus supplement and case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference therein pursuant in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to Item 12 limit the inclusiveness of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Gathering Analysis and Retrieval system (or any successor system) (“▇E▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “stateddescribed” in the Registration Statement, any preliminary prospectus the General Disclosure Package or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus the General Disclosure Package or the Prospectus, as the case may be; , and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus the General Disclosure Package or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations of the Commission promulgated thereunder, which is or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus the General Disclosure Package or the Prospectus, as the case may be.. Any reference herein to the Registration Statement, the General Disclosure Package, the Prospectus or any Permitted Free Writing Prospectus (as defined below) shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated, or deemed to be incorporated, by reference therein. For purposes of this Agreement:

Introductory. Kentucky Utilities Company(a) TriMas Corporation, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters named Purchasers listed in Section 3 hereof Schedule 1 hereto (the “UnderwritersPurchasers”), for whom you are acting as representatives representative (the “RepresentativesRepresentative”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate $ principal amount of the Company’s First Mortgage Bonds, 3.300its % Series [Senior] [Subordinated] Notes due 2050 (the “BondsOffered Securities”) ). The Offered Securities will be issued pursuant to an Indenture to be issued under an Indenture, dated as of October 1, 2010 200 (the “Base Indenture”)) among the Company, between [list guarantors][the guarantors listed in Schedule 2 hereto] (the Company “Guarantors”) and The Bank of New York Mellon[trustee], as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to may be further amended and supplemented guaranteed on an unsecured [senior][subordinated] basis by Supplemental Indenture No. 8 thereto relating to each of the Bonds, to be dated as of May 15, 2020 Guarantors (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureGuarantees”). . (b) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-172525), including a prospectus, relating to the Offered Securities. Such registration statement covers statement, as amended at the registration of time it becomes effective, including the Bonds information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) Act to be part of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that of its effectiveness (“Rule 430 Information”), is deemed referred to be part of herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 430B is referred 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to as “Rule 430B Information.” Each prospectus used 173 under the Securities Act) in connection with the offering confirmation of sales of the Bonds that omitted Offered Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of 462(b) under the Securities Act Regulations (the “Rule 405462 Registration Statement”) that has not been approved in writing by the Company and the Representatives), including then any related prospectus supplement reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the effective date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus Statement or the date of such Preliminary Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; be and all references in this Agreement any reference to amendments “amend”, “amendment” or supplements “supplement” with respect to the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the filing of any document documents filed after such date under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) which is that are deemed to be incorporated by reference in or otherwise deemed by therein. Capitalized terms used but not defined herein shall have the Securities Act Regulations meanings given to be a part of or included such terms in the Registration StatementStatement and the Prospectus. At or prior to the time when sales of the Offered Securities were first made (the “Applicable Time”), the following information shall have been prepared (collectively, the “General Disclosure Package”): a Preliminary Prospectus dated , 20 , and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, “Free Writing Communication”) listed on Annex B hereto as constituting part of the General Disclosure Package. The Company and the Guarantors acknowledge and agree that the Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Purchaser is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such preliminary prospectus matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Purchasers shall have any responsibility or liability to the Company or the ProspectusGuarantors with respect thereto. Any review by the Representative or any Purchaser of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Purchaser, as the case may be., and shall not be on behalf of the Company, the Guarantors or any other person.. Each of the Company and each of the Guarantors hereby agrees with the several Purchasers as follows:

Introductory. Kentucky Utilities National Fuel Gas Company, a New Jersey corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3003.75% Series Notes due 2050 2023 (the “BondsNotes”). ▇.▇. ▇▇▇▇▇▇ Securities LLC, U.S. Bancorp Investments, Inc. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. If there are no Underwriters named in Schedule A other than the Representatives, then the terms “Underwriters” and “Representatives” shall each be deemed to refer to the Underwriters. The Notes will be issued under pursuant to an Indentureindenture, dated as of October 1, 2010 (the “Base Indenture”)1999, between the Company and The Bank of New York MellonMellon (formerly The Bank of New York), as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 including an Officer’s Certificate pursuant thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, dated April 8, 2008 (the “DTC Agreement”), between the Company and the Depositary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3 (File No. 333-223142-01) on Form S-3180218), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the related preliminary prospectus or prospectusNotes, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) and other securities of the rules and regulations of the Commission (the “Securities Act Regulations”) Company under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers , and the registration of the Bonds offering thereof from time to time in accordance with Rule 415 under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such timefinancial statements, the exhibits and any schedules thereto thereto, at such time, the documents incorporated by reference therein pursuant to Item 12 each time of Form S-3 effectiveness under the Securities Act at such time and the documents otherwise Act, including any required information deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.effectiveness

Introductory. Kentucky Utilities CompanyRed Mountain Resources, Inc., a Florida corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell, and sell to the several public through the Underwriters named in Section 3 hereof Schedule A hereto (the “Underwriters”)) and to certain noteholders in cancellation of up to $4.8 million of indebtedness, for whom you are acting as representatives on a best efforts basis, up to 750,000 units (the “RepresentativesUnits”), propose, severally and not jointly, consisting of up to purchase, upon the terms and conditions set forth herein, $500,000,000 an aggregate principal amount of the Company’s First Mortgage Bonds, 3.300(i) 750,000 shares of its 10% Series due 2050 A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the “BondsShares”), and (ii) 750,000 warrants to purchase up to 18,750,000 shares of common stock of the Company (the “Warrants”). The Units will not be issued. Rather, the Shares and Warrants will immediately separate and will be issued separately. The Units, Shares and Warrants are collectively referred to as the “Securities.” The Warrants will be issued pursuant to the terms of a Warrant Agreement (the “Warrant Agreement”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), entered into by and between the Company and The Bank of New York MellonBroadridge Corporate Issuer Solutions, Inc., as trustee thereunder warrant agent. Global Hunter Securities, LLC (“Global Hunter”) has agreed to act as representative of the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 several Underwriters (the “Supplemental Indenture,” and the Base Indenture as so amended and supplementedin such capacity, the “IndentureRepresentative”)) in connection with the offering and sale of the Securities. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3 (File No. 333-223142-01186076), which contains a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers , including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the registration time of the Bonds effectiveness pursuant to Rule 430B under the Securities Act. Promptly , is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of this Agreementfiling of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 24, 2013 describing the Company will prepare Securities and file a prospectus in accordance the offering thereof, together with the provisions of Rule 430B (Base Prospectus, is called the “Rule 430B”) of Initial Prospectus,” and the Initial Prospectus and any other preliminary prospectus supplement to the Base Prospectus that describes the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information Units and is used prior to the filing of the Prospectus (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representativesbelow), including any related prospectus supplement and together with the documents incorporated by reference therein pursuant to Item 12 of Form S-3Base Prospectus, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including Units will be effected through the related use of a prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofdated July 22, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 2013 (the “Exchange ActJuly 22 Prospectus Supplement”) which is incorporated by reference in or otherwise deemed by and a prospectus supplement dated August 22, 2013 (the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be“August 22 Prospectus Supplement”).

Introductory. Kentucky Utilities SQZ Biotechnologies Company, a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of [●] shares of its common stock, par value $0.001 per share (the “Shares”). The [●] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares as provided in Section 2. The additional [●] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” BofA Securities, Inc. (“BofA”), for whom you are acting Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage BondsOffered Shares. To the extent there are no additional underwriters listed on Schedule A, 3.300% Series due 2050 (the term “Bonds”) to be issued under an Indenture, dated Representatives” as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellonused herein shall mean you, as trustee thereunder (Underwriters, and the term “Trustee”)Underwriters” shall mean either the singular or the plural, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement (on Form S-1, File No. 333-223142-01) on Form S-3249422 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called Company pursuant to Rule 462(b) under the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use Securities Act in connection with the offering offer and sale of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, Offered Shares is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.Rule

Introductory. Kentucky Utilities CompanyQTS Realty Trust, Inc., a Maryland corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 2,750,000 shares of its 6.50% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Shares”). The 2,750,000 Shares to be issued and sold by the Company are being hereinafter called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 412,500 Shares, solely to cover overallotments, as provided in Section 2. The additional 412,500 Shares to be sold by the Company pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The terms of the Offered Shares will be set forth in an Articles Supplementary with respect to the Shares (the “Articles Supplementary”) to be filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) amending the articles of amendment and restatement of the Company (the “Articles of Amendment and Restatement”). Deutsche Bank Securities Inc. (“Deutsche Bank”), for whom you are acting ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage BondsOffered Shares. To the extent there are no additional underwriters listed on Schedule A, 3.300% Series due 2050 (the term “Bonds”) to be issued under an Indenture, dated Representatives” as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellonused herein shall mean you, as trustee thereunder (Underwriters, and the term “Trustee”)Underwriters” shall mean either the singular or the plural, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (on Form S-3, File No. 333-223142-01210425, including a base prospectus dated March 28, 2016 (including the documents incorporated or deemed to be incorporated by reference therein prior to the time of the execution of this Agreement pursuant to Item 12 of Form S-3 under the Securities Act (as defined below) on Form S-3the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise any information deemed to be a part thereof or included therein by at the time of effectiveness pursuant to 430B under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Such Registration Statement at the time it originally became effective upon filing under Rule 462(e) of the Securities Act. The preliminary prospectus supplement dated June 20, 2018 describing the Offered Shares and the offering thereof, together with the Base Prospectus, is herein called the “Original Registration Statement.Preliminary Prospectus,” The final and the Preliminary Prospectus and any other prospectus in the form first furnished supplement to the Underwriters for use Base Prospectus in connection with preliminary form that describes the Offered Shares and the offering of the Bonds, including the related prospectus supplement thereof and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references used prior to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any filing of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by as defined below), together with the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Base Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any is called a “preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Actprospectus.”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Kentucky Utilities CompanyA stockholder of ▇▇▇▇▇▇ Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), named in Schedule B (the “Selling Stockholder”) proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 8,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). The 8,000,000 Shares to be sold by the Selling Stockholder are called the “Firm Shares.” In addition, the Selling Stockholder has granted to the Underwriters an option to purchase up to an additional 1,200,000 Shares, with the Selling Stockholder selling up to the amount set forth opposite the Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 1,200,000 Shares to be sold by the Selling Stockholder pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), for whom you are acting ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇ Securities”) and BofA Securities, Inc. (“BofA Securities”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage BondsOffered Shares. To the extent there are no additional underwriters listed on Schedule A, 3.300% Series due 2050 (the term “Bonds”) to be issued under an Indenture, dated Representatives” as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellonused herein shall mean you, as trustee thereunder (Underwriters, and the term “Trustee”)Underwriters” shall mean either the singular or the plural, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement (on Form S-1, File No. 333-223142-01) on Form S-3258075 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein by Rule 430C under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called Company pursuant to Rule 462(b) under the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use Securities Act in connection with the offering offer and sale of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, Offered Shares is herein called the “Prospectus.” For purposes of this Agreement, all references to the Rule 462(b) Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in and from and after the Registration Statement, any preliminary prospectus or the Prospectus (or other references date and time of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under such Rule 462(b) Registration Statement the Securities Exchange Act of 1934, as amended (the term “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or ” shall include the Prospectus, as the case may be.Rule 462(b)

Introductory. Kentucky Utilities CompanyThe Active Network, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of its Common Stock, par value $0.001 per share (the “Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] Shares (the “Optional Shares”), for whom you as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are acting collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”) and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-1 (File No. 333-223142-01) on Form S-3333-[ ]), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original Rule 462(b) Registration Statement.,” The final prospectus and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first furnished to used by the Underwriters for use in connection with the offering to confirm sales of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofOffered Shares, is herein called the “Prospectus.” For purposes of All references in this Agreement, all references Agreement to the Registration Statement, any the Rule 462(b) Registration Statement, a preliminary prospectusprospectus or the Prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis Analysis, and Retrieval system (“▇▇▇▇▇”) system). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in The Company hereby confirms its agreements with the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyCephalon, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell, and sell to the several Underwriters named in Section 3 hereof Schedule A hereto (the “Underwriters”)) $800,000,000 principal amount of its 2.00% Convertible Senior Subordinated Notes due June 1, for whom you are acting as representatives 2015 (the “RepresentativesFirm Securities”)) and, proposeat the election of the Underwriters, severally and not jointlysolely to cover over-allotments, an aggregate of up to purchase, upon the terms and conditions set forth herein, an additional $500,000,000 aggregate 120,000,000 principal amount of the Company’s First Mortgage Bondsits 2.00% Convertible Senior Subordinated Notes due June 1, 3.300% Series due 2050 2015 (the “BondsOptional Securities”) (the Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”) to be issued under an Indenture, indenture dated as of October 1June 7, 2010 2005 (the “Base Indenture”), between the Company and The U.S. Bank of New York MellonNational Association, as trustee thereunder Trustee (the “Trustee”). Under the terms of the Indenture, as previously amended the Offered Securities are convertible, in whole or in part, into cash and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to shares of Common Stock, $.01 par value, of the Bonds, to be dated as of May 15, 2020 Company (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “IndentureUnderlying Shares”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement (No. 333-223142-01) on Form S-3112541), including the related preliminary a prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act RegulationsBase Prospectus”), relating to the sale, in one or more offerings, of various securities of the Company (including the Offered Securities) and shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the “Prospectus Supplement”) specifically relating to the Offered Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the The term “Registration Statement.” The Registration Statement at means the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.registration

Introductory. Kentucky Utilities CompanyThe Greenbrier Companies, a Inc., an Oregon corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters Initial Purchasers named in Section 3 hereof (the “Underwriters”)on Schedule A hereto, for whom you are acting as representatives (the “Representatives”), propose, acting severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, on Schedule A of $500,000,000 250,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.3002.875% Series Senior Convertible Notes due 2050 2024 (the “BondsFirm Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $25,000,000 principal amount of its 2.875% Senior Convertible Notes due 2024 (the “Additional Notes”) if and to the extent the Initial Purchasers determine to exercise their option to purchase such Additional Notes. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes”. The Notes will be issued pursuant to an indenture, to be issued under an Indenture, dated as of October 1February 6, 2010 2017 (the “Base Indenture”), between the Company and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as trustee thereunder (the “Trustee”). The Notes will be convertible into cash, as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to shares of the BondsCompany’s common stock, to be dated as of May 15, 2020 without par value (the “Supplemental Common Stock”), or a combination thereof, as set forth and subject to the limitations contained in the Indenture,” and . The Notes will be issued only in book-entry form in the Base Indenture name of Cede & Co., as so amended and supplemented, nominee of The Depository Trust Company (the “IndentureDepositary”). The Company has filed with Notes and the Underlying Securities and Exchange Commission (the “Commission”as defined below) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective issuable upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) conversion thereof will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), only to qualified institutional buyers in compliance with the exemptions from registration provided by Rule 144A under the Securities Act (“Rule 144A”). Such registration statement covers The net proceeds from the registration issuance and sale of the Bonds Notes will be used by the Company for general corporate purposes. The issuance and sale of the Notes and the payment of transaction expenses are referred to herein collectively as the “Transactions.” This Agreement, the Notes and the Indenture are referred to herein as the “Transaction Documents.” The maximum number of shares of Common Stock initially issuable upon conversion of the Notes (including the maximum number of shares of Common Stock that may be issued upon conversion of the Notes in connection with a make-whole fundamental change (as defined in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below)) and assuming (i) the Company elects to issue and deliver solely shares of Common Stock in respect of all conversions and (ii) the Initial Purchasers exercise their option to purchase all of the Additional Notes) are referred to herein as the “Underlying Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes are made is referred to as the “Time of Sale”). The Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act, in reliance upon exemptions therefrom. Promptly Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 30, 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 31, 2017 (the “Pricing Supplement”), setting forth information relating to the Company and describing the terms of the Notes, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Notes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this AgreementAgreement is executed and delivered, the Company will prepare and file deliver to each Initial Purchaser a prospectus in accordance with final offering memorandum dated the provisions of Rule 430B date hereof (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇Final Offering Memorandum”) system). All references in this Agreement herein to financial statements the terms “Pricing Disclosure Package” and schedules and other information which is “contained,Final Offering Memorandum” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) which is prior to the Time of Sale and incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in Pricing Disclosure Package (including the Registration Statement, such preliminary prospectus Preliminary Offering Memorandum) or the Prospectus, Final Offering Memorandum (as the case may be.), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. Kentucky Utilities CompanyAegerion Pharmaceuticals, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of 3,400,000 shares of its common stock, par value $0.001 per share (the “Common Stock”). The 3,400,000 shares of Common Stock to be sold by the Company are called the “Firm Shares.” In addition, for whom you the Company has granted to the Underwriters an option to purchase up to an additional 510,000 shares of Common Stock, as provided in Section 2. The additional 510,000 shares of Common Stock to be sold by the Company are acting called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPMorgan”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3 (File No. 333-223142-01177967), including a base prospectus (the “Base Prospectus”) on Form S-3to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is including all documents incorporated or deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein effectiveness pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.Rule

Introductory. Kentucky Utilities CompanyDollar General Corporation, a Tennessee corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”"ISSUER"), proposes proposes, subject to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PURCHASERS") $500,000,000 aggregate 200,000,000 principal amount of the Company’s First Mortgage Bondsits 8 5/8 % Notes Due June 15, 3.300% Series due 2050 2010 (the “Bonds”"OFFERED SECURITIES") guaranteed (the "GUARANTEES") by Dolgencorp, Inc., a Kentucky corporation; Dolgencorp of Texas, Inc., a Kentucky corporation; DG Logistics, LLC, a Tennessee limited liability company; Dade Lease Management, Inc., a Delaware corporation; Dollar General Partners, a Kentucky general partnership; Dollar General Financial, Inc., a Tennessee corporation; Nations Title Company, Inc., a Tennessee corporation; and Dollar General Intellectual Property, L.P., a Vermont limited partnership (each, a "GUARANTOR" and collectively, the "GUARANTORS" and, together with the Issuer, the "COMPANIES"), to be issued under an Indenture, indenture dated as of October 1June 15, 2010 2000 (the “Base Indenture”"INDENTURE") among the Companies and First Union National Bank (as "TRUSTEE"), between . You have advised us that you will make offers of the Company and The Bank of New York Mellon, Offered Securities purchased by you hereunder on the terms set forth in the Offering Document (as trustee thereunder (the “Trustee”defined below), as previously amended and supplemented and as or supplemented, solely to (i) persons whom you reasonably believe to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated a "qualified institutional buyer" (a "QIB") as of May 15, 2020 defined in Rule 144A (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”"RULE 144A") under the Securities Act of 1933, as amended (the “"SECURITIES ACT"), (ii) to a limited number of institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act and (iii) outside the United States to persons other than U.S. Persons in offshore transactions meeting the requirements of Rule 904 of Regulation S ("REGULATION S") under the Securities Act”). Such . (i) a registration statement covers under the Securities Act registering the offering of notes and guarantees (the "EXCHANGE SECURITIES" and the "EXCHANGE SECURITY GUARANTEES", respectively) identical in all material respects to the Offered Securities and the Guarantees (except that the Exchange Securities and the Exchange Security Guarantees will not contain terms with respect to transfer restrictions) to be offered in exchange for the Offered Securities and (ii) under certain circumstances, a shelf registration of the Bonds statement pursuant to Rule 415 under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance The Companies hereby agree with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to Purchasers as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyKeynote Systems, Inc., a California corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “"Company”"), proposes to issue and sellsell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 1,000,000 shares of its Common ---------- Stock, par value $0.001 per share (the "Common Shares"); and the shareholders of the Company identified in Schedule B as "Principal Selling Shareholders" (the ---------- "Principal Selling Shareholders") and the shareholders of the Company identified in Schedule B as "Other Selling Shareholders" (the "Other Selling Shareholders" ---------- and, collectively, together with the Principal Selling Shareholders, the "Selling Shareholders") propose to sell to the Underwriters an aggregate of Common Shares. The 1,000,000 Common Shares to be sold by the Company and the 3,750,000 Common Shares to be sold by the Selling Shareholders are collectively called the "Firm Shares". In addition, the Company has granted to the Underwriters an option to purchase up to an additional 712,500 Common Shares (the "Option Shares"), as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the "Shares". FleetBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Incorporated, and SoundView Technology Group, Inc. have agreed to act as representatives of the several Underwriters named (in Section 3 hereof (such capacity, the “Underwriters”), for whom you are acting as representatives ("Representatives") in connection with the “Representatives”), propose, severally offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") an automatic shelf a registration statement on Form S-1 (File No. 333-223142-01) on Form S-394651), which contains a form of prospectus, subject to completion, to be used in connection with the public offering and sale of the Shares. Each such prospectus, subject to completion, used in connection with such public offering is called a "preliminary prospectus." Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement became it was declared effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of by the Commission (the “Securities Act Regulations”) under the Securities Act of 19331933 and the rules and regulations promulgated thereunder (collectively, as amended (the “"Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives"), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included therein Rule 434 under the Securities Act, is called the "Registration Statement". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act Regulations, is herein called the “"Rule 462(b) Registration Statement.” The ", and from and after the date and time of filing of the Rule 462(b) Registration Statement at the time it originally became effective is herein called the “Original term "Registration Statement.” The final prospectus " shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first furnished to used by the Underwriters for use in connection with the offering to confirm sales of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereofShares, is herein called the “"Prospectus.” For purposes of " All references in this Agreement, all references Agreement to the Registration Statement, any the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“"▇▇▇▇▇”) system"). All references in this Agreement to financial statements The Company and schedules and other information which is “contained,” “included” or “stated” in each of the Registration Statement, any preliminary prospectus or Selling Shareholders hereby confirms their agreements with the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyImmune Design Corp., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters underwriters named in Section 3 hereof Schedule A (the “Underwriters”) an aggregate of [—] shares of its common stock, par value $0.001 per share (the “Shares”). The [—] Shares to be sold by the Company are called the “Firm Shares.” In addition, for whom you the Company has granted to the Underwriters an option to purchase up to an additional [—] Shares as provided in Section 2. The additional [—] Shares to be sold by the Company pursuant to such option are acting collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC and Leerink Partners LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”), propose, severally ) in connection with the offering and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount sale of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”)Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement (on Form S-1, File No. 333-223142-01) on Form S-300578 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the related preliminary prospectus or prospectusfinancial statements, exhibits and schedules thereto, in the form in which registration statement it became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise information deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A under the Securities Act RegulationsAct, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is herein called the “Original Rule 462(b) Registration Statement.,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus prospectus, in the form first furnished used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters for use in connection with by the offering Company to meet requests of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein purchasers pursuant to Item 12 of Form S-3 Rule 173 under the Securities Act as of the date hereofAct, is herein called the “Prospectus.” For purposes of this AgreementThe preliminary prospectus dated [—], all references to 2014 describing the Registration Statement, any preliminary prospectus, Offered Shares and the Prospectus or any amendment or supplement to any of offering thereof is called the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “containedPreliminary Prospectus,” “included” or “stated” and the Preliminary Prospectus and any other prospectus in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.form

Introductory. Kentucky Utilities CompanyPRGX Global, a corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia Inc. (the “Company”), a Georgia corporation, has an authorized capital stock consisting of 1,000,000 shares, no par value, of preferred stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined and 50,000,000 shares, no par value, of Common Stock (“Common Stock”), of which 25,405,685 shares were outstanding as of December 5, 2012, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of December 5, 2012 or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sellsell 2,500,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 3,749,234 shares of the Company’s issued and outstanding Common Stock to the several Underwriters underwriters named in Section 3 hereof Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the “Underwriters”), for whom you who are acting as representatives (the “Representatives”), propose, severally and not jointly. Collectively, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount such total of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) 6,249,234 shares of Common Stock proposed to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing sold by the Company and the Representatives), including any related prospectus supplement and Selling Stockholders is hereinafter referred to as the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectusFirm Shares.” Such registration statementIn addition, at any given timethe Company proposes to grant to the Underwriters an option to purchase up to an aggregate of 937,385 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” The Common Stock, including the amendments or supplements Shares, will have attached thereto rights (the “Rights”) to such timepurchase shares of Participating Preferred Stock, no par value (the “Preferred Stock”), of the Company. The Rights are to be issued pursuant to a Shareholder Protection Rights Agreement (the “Rights Agreement”), dated as of August 9, 2000 and as amended from time to time thereafter, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem advisable and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and Offering of the Shares by the several Underwriters, the exhibits and any schedules thereto at such timeCompany, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time Selling Stockholders and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is ▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “contained,” “includedRepresentative” or “stated” you”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the Registration Statement1 Plus options to acquire up to an aggregate of 937,385 additional shares to cover overallotments. form of Exhibit A hereto (the “Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication among the Company, any preliminary prospectus or the Prospectus (or other references Selling Stockholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of like import) the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to mean incorporate the Pricing Agreement. The Company and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in Selling Stockholders hereby confirm their agreement with the Registration Statement, any preliminary prospectus or the Prospectus, Underwriters as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows:

Introductory. Kentucky Utilities CompanyVirgin Galactic Holdings, Inc., a Delaware corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes agrees with Credit Suisse Securities (USA) LLC (“Credit Suisse”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (collectively with Credit Suisse and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Managers” and, each individually, a “Manager”) to issue and sellsell from time to time to or through a Manager, and the several Underwriters named in Section 3 hereof as sales agent and/or principal, shares (the “UnderwritersShares”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount ) of the Company’s First Mortgage Bondscommon stock, 3.300% Series due 2050 $0.0001 par value (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base IndentureCommon Stock”), between having an aggregate gross sales price not to exceed $400,000,000 on the terms set forth in this Distribution Agency Agreement. The Company agrees that whenever it determines to sell Shares directly to any Managers as principal, the Company and The Bank of New York Mellonthe applicable Managers will enter into a separate written Terms Agreement (each, as trustee thereunder (the a “TrusteeTerms Agreement”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto in substantially the form of Annex I hereto, relating to the Bonds, such sale in accordance with Section 3(k) hereof. References herein to be dated as of May 15, 2020 (the “Supplemental Indenturethis Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Distribution Agency Agreement and the Base Indenture as so amended and supplemented, the “Indenture”)any applicable Terms Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”as defined below) an automatic shelf a registration statement statement, on Form S-3 (File No. 333-223142-01) on Form S-3272826), covering the public offering and sale of certain securities of the Company, including the related preliminary prospectus or prospectusShares, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities 1933 Act”). Such registration statement covers , and the registration of rules and regulations promulgated thereunder (the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities 1933 Act Regulations”), including a related prospectus or prospectuses, which has become effective. Any information included in such prospectus that was omitted from The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by as of such time pursuant to Rule 430B of the Securities 1933 Act Regulations, is herein called the Regulations (“Rule 430B”). The “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Shares in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). The final base prospectus, as amended in the form in which it has been filed most recently with the Commission in accordance with Section 4(b) or 4(c) hereof, including the documents incorporated or deemed incorporated by reference therein, is referred to herein as the “Base Prospectus.” Such final prospectus supplement, as amended by the prospectus supplement filed most recently with the Commission in accordance with Section 4(b), 4(c) or 4(n) hereof, as the case may be, including the documents incorporated or deemed to be incorporated by reference therein, is referred to herein as the “Prospectus Supplement.” The Registration Statement at Base Prospectus, as amended by the time it originally became effective is herein called the “Original Registration Statement.” The final Prospectus Supplement and any other prospectus supplement(s) thereto, in the form the Base Prospectus, the Prospectus Supplement and any such prospectus supplement(s) are first furnished to the Underwriters applicable Managers for use in connection with the offering and sale of the BondsShares, including the related prospectus supplement and the documents incorporated by reference therein pursuant are collectively referred to Item 12 of Form S-3 under the Securities Act herein as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, prospectus or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”) system). All references As used in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.Agreement:

Introductory. Kentucky Utilities MSC-Medical Services Company, a Florida corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell, and sell to the several Underwriters Initial Purchasers named in Section 3 hereof Schedule A hereto (the “UnderwritersInitial Purchasers”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions respective amounts set forth herein, in such Schedule A of $500,000,000 150,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series Senior Secured Floating Rate Notes due 2050 2011 (the “BondsNotes”) ). Banc of America Securities LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as the Initial Purchasers in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be issued under an Indenturedated on or about June 21, dated as of October 1, 2010 2005 (the “Base Indenture”), between the Company Company, MCP-MSC Acquisition, Inc., the parent corporation of the Company, as guarantor (the “Holdings”) and The U.S. Bank of New York MellonNational Association, as trustee thereunder (the “Trustee”). Notes issued in book-entry form will be issued in the name of Cede & Co., as previously amended and supplemented and as nominee of The Depository Trust Company (the “Depository”) pursuant to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bondsa letter of representations, to be dated on or before the Closing Date (as of May 15, 2020 defined in Section 2) (the “Supplemental Indenture,” DTC Agreement”), among the Company, the Trustee and the Base Indenture as so amended and supplementedDepository. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated on or about June 21, 2005 (the “IndentureRegistration Rights Agreement”). The , among the Company, Holdings and the Initial Purchasers, substantially in the form of Exhibit C hereto, pursuant to which the Company has filed and Holdings will agree to file on or prior to March 31, 2006 a registration statement with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement registering the Exchange Securities (No. 333-223142-01) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”as defined below) under the Securities Act of 1933, as amended (the “Securities Act”, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). Such registration statement covers The payment of principal of, premium, interest and, Additional Interest (as defined in the registration Registration Rights Purchase Agreement) if any, on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior secured basis by (i) Holdings, the direct parent corporation of the Bonds Company, and (ii) any domestic subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (each guarantee described in clause (i) or (ii) being a “Guarantee”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities”. Pursuant to the security and pledge documents to be dated as of the Closing Date (together, the “Security Documents”) each among the Company, Holdings, U.S. Bank National Association as collateral agent (the “Collateral Agent”), and the other parties thereto, the Securities are secured by a lien on substantially all of the Company’s and Holdings’ existing and future tangible and intangible property and assets, as well as 100% of the capital stock of the Company and each domestic subsidiary of the Company and Holdings and 65% of the capital stock of each direct foreign subsidiary of the Company and Holdings, as so described in the Security Documents, subject to the limitations specified therein (the “Collateral”). Pursuant to an intercreditor agreement among the Collateral Agent, the administrative agent under the Revolving Credit Agreement (as defined below), the Company and Holdings, the lien created by the Security Documents is subordinated in rank to the lien on the Collateral created by the security agreements entered into by the Company, Holdings and such administrative agent to secure the Company’s and Holdings obligations under the Revolving Credit Agreement. The Securities Actare being issued and sold in connection with the refinancing (the “Refinancing”) of a portion of the Company’s indebtedness incurred in connection with the acquisition of the Company by investment funds affiliated with Monitor Clipper Partners, LLC, certain institutional investors and members of the Company’s management, which was completed on March 31, 2005. Promptly The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement, . The Securities are to be offered and sold to or through the Company will prepare and file a prospectus in accordance Initial Purchasers without being registered with the provisions Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of Rule 430B (“Rule 430B”) the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act Regulations and paragraph is available (b) of including the exemptions afforded by Rule 424 144A (“Rule 424(b)144A”) or Regulation S (“Regulation S”) thereunder). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 3, 2005 (the “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Securities Act Regulations. Any information included in Offering Memorandum, describing the terms of the Securities, each for use by such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used Initial Purchaser in connection with its solicitation of offers to purchase the offering of Securities. As used herein, the Bonds that omitted Rule 430B Information (other than a “free writing prospectusOffering Memorandum” as defined shall mean, with respect to any date or time referred to in Rule 405 of this Agreement, the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives)Company’s Offering Memorandum, dated June 15, 2005, including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such timeexhibits thereto, in the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time most recent form that has been prepared and the documents otherwise deemed to be a part thereof or included therein delivered by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished Company to the Underwriters for use Initial Purchasers in connection with their solicitation of offers to purchase the offering of the BondsSecurities. Further, including the related prospectus supplement and the documents incorporated by any reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Offering Memorandum or the Prospectus or any amendment or supplement to any of the foregoing Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the copy filed Company pursuant to Section 3. The Company and Holdings hereby confirm their agreements with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, Initial Purchasers as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.follows: