0001104659-03-004896 Sample Contracts

Supplemental Indenture Dated September 1, 2002
Supplemental Indenture • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

THIS SUPPLEMENTAL INDENTURE, dated September 1, 2002, made and entered into by and between KENTUCKY UTILITIES COMPANY, a corporation organized and existing under the laws of the Commonwealths of Kentucky and Virginia (hereinafter commonly referred to as the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association having its office or place of business in the City of Chicago, Cook County, State of Illinois, formerly named First Trust of Illinois, National Association, successor to Bank of America Illinois, formerly named Continental Bank, National Association and Continental Illinois National Bank and Trust Company of Chicago (hereinafter commonly referred to as the “Trustee”), and Richard Prokosch (successor Co-Trustee), of the City of St. Paul, County of Ramsey, State of Minnesota, as Trustees under the Indenture of Mortgage or Deed of Trust dated May 1, 1947, as modified and amended by the several indentures supplemental thereto heretofore executed by and betwee

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EMPLOYMENT AND SEVERANCE AGREEMENT
Employment and Severance Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined • Kentucky

THIS AGREEMENT made February 25, 2000, by and between LG&E Energy Corporation, a Kentucky corporation (the “Company”), Powergen, plc, a United Kingdom public limited company (“Parent”), and John R. McCall (the “Executive”).

First Amendment to the Employment and Severance Agreement of John R. McCall
Employment and Severance Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

WHEREAS, John R. McCall (the “Executive”) and LG&E Energy Corp., a Kentucky corporation (the “Company”) and Powergen, plc, a United Kingdom public limited company (the “Parent”) entered into an Employment and Severance Agreement, dated February 25, 2000 (the “Agreement”);

CONTRACT OF EMPLOYMENT
Contract of Employment • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined • England
COAL SUPPLY AGREEMENT
Coal Supply Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined • Kentucky

This is a coal supply agreement (the “Agreement”) dated January 1, 2002 between KENTUCKY UTILITIES COMPANY, a Kentucky corporation, whose address is 220 West Main Street, Louisville, Kentucky 40202 (“Buyer”), and MASSEY COAL SALES COMPANY, INC. a Virginia corporation, whose address is P.O. Box 26765, Richmond, Virginia 23261 (“Seller”).

AMENDMENT NO. 1 TO COAL SUPPLY AGREEMENT
Coal Supply Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

THIS AMENDMENT NO. 1 TO COAL SUPPLY AGREEMENT (“Amendment No. 1”) is entered into effective as of June 1, 2002, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, 220 West Main Street, Louisville, Kentucky 40202 (Buyer”), and PEABODY COALSALES COMPANY, a Delaware corporation, 701 Market Street, Suite 830, St. Louis, Missouri 63101-1826 (“Seller”). In consideration of the agreements herein contained, the parties hereto agree as follows.

AMENDMENT NO. 1 TO COAL SUPPLY AGREEMENT
Coal Supply Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

THIS AMENDMENT NO. 1 COAL SUPPLY AGREEMENT (“Amendment No. 1”) is entered into effective as of January 1, 2001, by and between LOUISVILLE GAS AND ELECTRIC COMPANY (hereinafter referred to as “Buyer”), whose address is 220 West Main Street, Louisville, Kentucky 40202, and KINDILL MINING, INC., (hereinafter referred to as “Seller”) an Indiana corporation, whose address is 1216 East County Road, 900 South, Oakland City, Indiana 47660. In consideration of the agreements herein contained, the parties hereto agree as follows.

RETENTION AND SEVERANCE AGREEMENT AMONG LG&E ENERGY CORP. E.ON AG AND
Retention and Severance Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

This Retention and Severance Agreement (“Agreement”) is made and entered into as of the day of [ April/May ], 2002 by and among (i) LG&E Energy Corp., a Kentucky corporation (“Company”), (ii) E.ON AG, an aktiengesellschaft formed under the Federal Republic of Germany (“Parent”), and (“Executive”).

EXHIBIT I JUNE 5, 2002, AMENDMENT TO ITEM NO. 10.29 (TEXAS GAS 5-YEAR FIRM NO- NOTICE TRANSPORTATION AGREEMENT)
Transportation Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined
AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT
Coal Supply Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

THIS AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT (“Amendment No. 2”) is entered into effective as of January 1, 2003, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, 220 West Main Street, Louisville, Kentucky 40202 (Buyer”), and PEABODY COALSALES COMPANY, a Delaware corporation, 701 Market Street, Suite 830, St. Louis, Missouri 63101-1826 (“Seller”). In consideration of the agreements herein contained, the parties hereto agree as follows.

COAL SUPPLY AGREEMENT
Coal Supply Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined • Kentucky

This is a coal supply agreement (the “Agreement”) dated January 1, 2003 between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, 220 West Main Street, Louisville, Kentucky 40202 (“hereinafter referred to as Buyer”) and PEABODY COALSALES COMPANY, a Delaware corporation, (hereinafter referred to as “Seller”), whose address is 701 Market Street, St. Louis, Missouri 63101-18926.

EXHIBIT II NOVEMBER 1, 2002, RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY
Gas Transportation Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as “Transporter” and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as “Shipper.” Transporter and Shipper shall collectively be referred to herein as the “Parties.”

SECOND AMENDMENT TO THE EMPLOYMENT AND SEVERANCE AGREEMENT OF
Employment and Severance Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

This Second Amendment to the Employment and Severance Agreement of John R. McCall (“Second Amendment”) is made and entered into this 20 day of May, 2002 by and among (i) LG&E Energy Corp., a Kentucky corporation (“Company”), (ii) Powergen, plc, a United Kingdom public limited company (“Parent”), (iii) E.ON AG, an aktiengesellschaft formed under the Federal Republic of Germany (“German Parent”), and (iv) John R. McCall (“Executive”), collectively referred to as the “Parties”.

EMPLOYMENT AND SEVERANCE AGREEMENT OF VICTOR A. STAFFIERI
Employment and Severance Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

This Third Amendment to the Employment and Severance Agreement of Victor A. Staffieri (“Third Amendment”) is made and entered into this 1st day of July, 2002 by and among (i) LG&E Energy Corp., a Kentucky corporation (“Company”), (ii) Powergen, plc, a United Kingdom public limited company (“Parent”), (iii) E.ON AG, an anktiengesellschaft formed under the Federal Republic of Germany (“German Parent”), and (iv) Victor A. Staffieri (“Executive”), collectively referred to as the “Parties”.

AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT
Coal Supply Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

THIS AMENDMENT NO. 2 COAL SUPPLY AGREEMENT (“Amendment No. 2”) is entered into effective as of January 1, 2002, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, (hereinafter referred to as “Buyer”) a Kentucky corporation, whose address is 220 West Main Street, Louisville, Kentucky 40202, KINDILL MINING, INC., (hereinafter referred to as “Seller”) an Indiana corporation, whose address is 1216 East County Road, 900 South, Oakland City, Indiana 47660; and HORIZON NR, LLC, (hereinafter referred to as “Guarantor”) a Delaware limited liability corporation, whose address is 2000 Ashland Drive, Ashland, Kentucky 41101. In consideration of the agreements herein contained, the parties hereto agree as follows.

AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT
Coal Supply Agreement • March 25th, 2003 • Louisville Gas & Electric Co /Ky/ • Electric & other services combined

THIS AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT (“Amendment No. 2”) is entered into effective as of January 1, 2003, by and between LOUISVILLE GAS AND ELECTRIC COMPANY AND KENTUCKY UTILITIES COMPANY, Kentucky corporations 220 West Main Street, Louisville, Kentucky 40202 (collectively “Buyer”), and McELROY COAL COMPANY, CONSOLIDATION COAL COMPANY, CONSOL PENNSYLVANIA COAL COMPANY, AND ISLAND CREEK COAL COMPANY, Delaware corporations, and EIGHTY FOUR MINING COMPANY, a Pennsylvania corporation, all of 1800 Washington Road, Pittsburgh, Pennsylvania 15241, (individually and collectively, “Seller”). In consideration of the agreements herein contained, the parties hereto agree as follows.

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