<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------------------
Application/Declaration of CERTIFICATE
Powergen plc et al PURSUANT TO RULE
on Form U-1, as amended 24 UNDER THE PUBLIC
(File No. 70-9671) and UTILITY HOLDING
Declaration of Powergen plc COMPANY ACT OF 1935
et al on Form U-1, as amended
(File No. 70-9763)
----------------------------------------------------------------
Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended, Powergen plc, an England and Wales corporation
("Powergen"), certifies that it has acquired LG&E Energy Corp., a Kentucky
corporation ("LG&E Energy"), proposed in the application/declaration (File No.
9671) and declaration (File No. 70-9763) to the Commission, each filing on Form
U-1, as amended, and authorized by order of the Commission in Public Utility
Holding Company Act Release No. 27291, dated December 6, 2000. Powergen also
certifies that the acquisition has been carried out in accordance with the terms
and conditions of and for the purposes represented by the
application/declaration and declaration and of the Commission's order with
respect thereto.
Exhibit
G-1.3 "Past Tense" Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, Powergen has duly caused this Certificate to be signed on its
behalf by the undersigned hereunto duly authorized.
/s/ David J. Jackson
-----------------------------
General Counsel and Secretary
Powergen plc
Date: December 20, 2000
