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                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
Bureau of the  Federal Communications  Commission ("Bureau")  and 
LG&E Energy Corp. (``LG&E''). 

                         II.  Background

2.   LG&E is a diversified energy services company  headquartered 
in Louisville, Kentucky.  It owns and operates power  generation, 
project development, asset-based energy marketing, and retail gas 
and electric distribution businesses.  LG&E serves more than  one 
million retail electric and gas customers throughout Kentucky and 
parts  of  Virginia   through  its   two  utility   subsidiaries: 
Louisville  Gas  and  Electric  Company  and  Kentucky  Utilities 
Company.  LG&E  also provides  wholesale  electric service  to  a 
dozen municipalities.   In  connection with  its  utility-related 
businesses,  LG&E   and   its   subsidiaries   operate   internal 
communications systems that employ  land mobile, fixed  microwave 
and marine  coastal  radio facilities.   In  1998, LG&E  had  net 
income of $232.2 million on revenues of $2 billion. 

3.   In a  transaction consummated  in 1990,  Louisville Gas  and 
Electric Company  created  a  holding  company,  LG&E,  of  which 
Louisville  Gas  and  Electric  Company  became  a   wholly-owned 
subsidiary.  The  corporate reorganization  resulted in  the  pro 
forma  transfer  of  control  of  Louisville  Gas  and   Electric 
Company's  20  fixed  microwave  stations  to  LG&E,  for   which 
Commission consent was required pursuant to Section 310(d) of the 
Communications Act of  1934, as  amended (``Act''),  47 U.S.C.   
310(d). The  companies, however,  did not  file applications  for 
Commission consent to the transfer  of control of these  stations 
until August 2000. 

4.   In a transaction consummated on  May 4, 1998, LG&E  acquired 
KU Energy Corporation (``KU Energy''), a utility holding company.  
KU Energy's  major operating  subsidiary was  Kentucky  Utilities 
Company (``KU''),  licensee  of  one  marine  coastal,  49  fixed 
microwave, and 15 land mobile stations.  The merger of KU  Energy 
into LG&E resulted in the substantial transfer of control of KU's 
stations to  LG&E,  for  which Commission  consent  was  required 
pursuant to Section  310(d) of the  Act. The companies,  however, 
did not file applications for Commission consent to the  transfer 
of control of these stations until May 1, 2000. 

5.   On  July   8,  1999,   LG&E  acquired   CRC-Evans   Pipeline 
International,   Inc.   (``CRC-Evans''),   a   pipeline    supply 
manufacturer and  licensee  of  one  land  mobile  station.  This 
acquisition resulted in  the substantial transfer  of control  of 
the CRC-Evans station to LG&E,  for which Commission consent  was 
required pursuant to  Section 310(d) of  the Act. The  companies, 
however, did not  file an application  for Commission consent  to 
the transfer of control of the station until May 1, 2000. 


                          III.  Definitions

6.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

(a)  "Commission"   means    the   Federal    Communications 
     Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

(c)  "LG&E'' means LG&E Energy Corp. 

     (d)  "Order" means the order of the Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means  the Order that  is no  longer 
          subject    to    administrative    or     judicial 
          reconsideration, review, appeal, or stay.

     (f)  ``Act'' means the Communications  Act of 1934,  as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

7.   LG&E agrees  that  the  Bureau  has  jurisdiction  over  the 
matters contained in  this Consent  Decree and  the authority  to 
enter into and adopt this Consent Decree.

8.   The Bureau and LG&E agree that this Consent Decree does  not 
constitute an adjudication on  the merits or  any finding on  the 
facts  or  law  regarding  any  violations  of  the  Act  or  the 
Commission's rules committed by LG&E.
      
9.   LG&E agrees that it shall  make a voluntary contribution  to 
the United States Treasury in the amount of $15,000.00 within  10 
calendar days after the Bureau  releases the Order adopting  this 
Consent Decree. 

10.  LG&E agrees to implement, within 10 calendar days after  the 
Bureau  releases  the  Order  adopting  this  Consent  Decree,  a 
comprehensive internal program,  a summary of  which is  attached 
hereto, to  ensure LG&E's  future compliance  with the  Act,  the 
Commission's rules, and the Commission's policies. 

11.  In  express  reliance  upon  the  representations  contained 
herein, the Bureau agrees to terminate its investigation into the 
matters discussed in paragraphs 3 - 5, above. 

12.  The Bureau  agrees  not  to institute  any  new  proceeding, 
formal or  informal,  of  any  kind  against  LG&E  for  apparent 
violations of Section  310(d) the  Act arising  from the  matters 
discussed in paragraphs 3 - 5, above. 

13.  In the event  that LG&E is  found by the  Commission or  its 
delegated authority to  have engaged  in a  violation of  Section 
310(d) of the Act subsequent to the release of the Order adopting 
this Consent Decree,  LG&E agrees that  the conduct described  in 
paragraphs 3 - 5, above, may  be considered by the Commission  or 
its delegated authority in determining an appropriate sanction. 

14.  LG&E  waives  any  and  all  rights  it  may  have  to  seek 
administrative or  judicial  reconsideration, review,  appeal  or 
stay, or to otherwise challenge  or contest the validity of  this 
Consent Decree  and  the  Order  adopting  this  Consent  Decree, 
provided the  Order adopts  the  Consent Decree  without  change, 
addition, or modification.

15.  LG&E and the  Bureau agree  that the  effectiveness of  this 
Consent Decree is expressly contingent upon issuance of the Order 
adopting this Consent Decree.
      
16.  LG&E and  the  Bureau agree  that  in the  event  that  this 
Consent Decree  is rendered  invalid by  any court  of  competent 
jurisdiction, it shall become null and  void and may not be  used 
in any manner in any legal proceeding.

17.  LG&E and the Bureau agree  that if LG&E, the Commission,  or 
the United States on behalf of the Commission, brings a  judicial 
action to enforce the  terms of the  Order adopting this  Consent 
Decree,  neither  LG&E  nor  the  Commission  shall  contest  the 
validity of  the  Consent  Decree  or Order,  and  LG&E  and  the 
Commission shall waive  any statutory  right to a  trial de  novo 
with respect to  any matter upon  which the Order  is based,  and 
shall consent  to  a judgment  incorporating  the terms  of  this 
Consent Decree.

18.  LG&E agrees to waive any claims it may otherwise have  under 
the Equal Access to Justice Act, Title 5 U.S.C.  504 and 47 C.F. 
R.  1.1501 et seq.

19.  LG&E agrees that  any violation of  the Order adopting  this 
Consent Decree shall constitute a separate violation and  subject 
LG&E to appropriate administrative sanctions.

20.  LG&E and  the Bureau  agree to  be bound  by the  terms  and 
conditions stated herein.

21.  LG&E and the Bureau  agree that this  Consent Decree may  be 
signed in counterparts.



ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION


By:                             _________________________________                       
___________  
     David H. Solomon                        Date
     Chief




LG&E ENERGY CORP. 


By:                            __________________________________                      
____________ 
     Wendy Welsh                             Date
     Vice President, Information Technology  

                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
                        LG&E ENERGY CORP.


          
LG&E Energy Corp. will establish the LG&E Energy Corp. 
Telecommunications Compliance Program (the ``Program'') to assure 
compliance with federal and state law and Federal Communications 
Commission (``FCC'') regulations.  The Program will be conducted 
by the Legal Department, and the General Counsel will designate a 
Telecommunications Compliance Attorney within the Legal 
Department to supervise operation of the Program.  

Program operations  will  be  described in  a  compliance  manual 
addressing  three  areas:  database,  education  and  review  and 
monitoring.

Database.  The Legal Department will assemble and maintain 
information about the company's telecommunications licenses and 
other telecommunications information in a database accessible by 
engineers and managers throughout the company.  The existence and 
maintenance of the database will be publicized within the 
company.  The database will include a ``tickler system'' to 
prompt timely filing of renewal applications and will be kept 
current by the Telecommunications Compliance Attorney.

Education. The Telecommunications Compliance Attorney, with 
assistance from outside telecommunications counsel, will conduct 
an education program for company lawyers, business development 
personnel, managers and other parties responsible for 
establishment, purchase, sale and use of the company's 
telecommunications assets.  The education program will emphasize 
the need to make timely application for FCC consent to  changes 
in ownership or control of telecommunications licenses.  The 
education program will be supplemented by alerts and memos to 
managers and engineers about the company's telecommunications 
policy and practice.  The alerts also will keep managers and 
engineers informed of FCC policy and regulatory compliance 
requirements.  

Review and Monitoring.  The company will engage outside 
telecommunications counsel to review the Program.  Outside 
counsel also will provide educational materials and will conduct 
training sessions.