**EXHIBIT3.03**

 

**BY-LAWS**

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**OF**

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**LOUISVILLEGAS AND ELECTRIC COMPANY**

 

By-Laws AdoptedNovember 7, 1956

As Amended ThroughApril 22, 1998

As Amended ThroughJune 2, 1999

As Amended ThroughNovember 3, 2003

As Amended ThroughDecember 16, 2003

 

**ARTICLEI**

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**MEETINGS OF STOCKHOLDERS**

 

## Section 1.  The Annual Meeting of the stockholders of the Company shall beheld at a location in or out of Kentucky at a time and date to be fixed by theBoard of Directors each year.  Notice ofthe annual meeting shall be mailed to each stockholder entitled to notice atleast ten (10) days before the Annual Meeting.

 

## Section 2.  Except as otherwise mandated by Kentucky law and except asotherwise provided in or fixed by or pursuant to the provisions of ArticleFourth of the Company’s Amended Articles of Incorporation relating to therights of the holders of any class or series of stock having a preference overthe Company’s Common Stock as to dividends or upon liquidation to electdirectors under specified circumstances, special meetings of stockholders maybe called only by the President of the Company or by the Board of Directorspursuant to a resolution approved by a majority of the entire Board ofDirectors.  For purposes of theseBy-Laws, the phrase “Company’s Amended Articles of Incorporation” shall meanthe Amended Articles of Incorporation of Louisville Gas and Electric Company asin effect on February 1, 1987, and as thereafter amended from time to time.

 

## Section 3.  A stockholder may vote in person or by proxy, filed with theSecretary of the Company before or immediately upon the convening of themeeting.

 

## Section 4.  Any action required or permitted to be taken by the stockholdersof the Company at a meeting of such holders may be taken without such a meetingonly if a consent in writing setting forth the action so taken shall be signedby all of the stockholders entitled to vote with respect to the subject matterthereof.

 

## Section 5.  At an annual meeting of the stockholders, only such businessshall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annualmeeting, business must be (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors, (b)otherwise properly brought before the meeting by or at the direction of theBoard of Directors, or (c) otherwise properly be requested to be brought beforethe meeting by a stockholder.  Forbusiness to be

 

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## properly requestedto be brought before an annual meeting by a stockholder, the stockholder musthave given timely notice thereof in writing to the Secretary of theCompany.  To be timely, a stockholder’snotice must be delivered to or mailed and received at the principal executive officesof the Company, not less than 90 days prior to the meeting; provided, however,that in the event that the date of the meeting is not publicly announced by theCompany by mail, press release or otherwise more than 100 days prior to themeeting, notice by the stockholder to be timely must be delivered to theSecretary of the Company not later than the close of business on the tenth dayfollowing the day on which such announcement of the date of the meeting wascommunicated to stockholders.  Astockholder’s notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the annual meeting (a) a brief descriptionof the business desired to be brought before the annual meeting and the reasonsfor conducting such business at the annual meeting, (b) the name and address,as they appear on the Company’s books, of the stockholder proposing suchbusiness, (c) the class and number of shares of the Company which arebeneficially owned by the stockholder, and (d) any material interest of thestockholder in such business. Notwithstanding anything in the By-Laws to the contrary, no businessshall be conducted at an annual meeting except in accordance with theprocedures set forth in this Section 5. The Chairman of an annual meetingshall, if the facts warrant, determine and declare to the meeting that businesswas not properly brought before the meeting and in accordance with theprovisions of this Section 5, and if he should so determine, he shall sodeclare to the meeting that any such business not properly brought before themeeting shall not be transacted.

 

**ARTICLEII**

 

**BOARD OF DIRECTORS**

 

###### Section 1.   (a) The Board shall be composed of suchnumber of Directors as shall be set by resolution of the Board.  Regular meetings of the Board of Directorsshall be held at such time and place as may be fixed by the Board ofDirectors.  The number of Directors maybe changed from time to time by resolution of the Board of Directors or byamendment to these By-laws, but no decrease in the number of Directors shallhave the effect of shortening the term of any incumbent Director.  Unless a Director dies, resigns or isremoved, he shall hold office until the next annual meeting of the shareholdersor until a successor is elected, whichever is later.

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###### (b)           Advance notice of stockholder nominationsfor the election of directors shall be given in the manner provided in Section2 of Article IV of these By-Laws.

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###### (c)           Except as otherwise provided in orfixed by or pursuant to the provisions of Article Fourth of the Company’sAmended Articles of Incorporation relating to the rights of the holders of anyclass or series of stock having a preference over the Company’s Common Stock asto dividends or upon liquidation to elect directors under specifiedcircumstances: (i) newly created directorships resulting from any increase inthe number of directors and any vacancies on the Board of Directors resultingfrom death, resignation, disqualification, removal or other cause shall befilled by the affirmative vote of a majority of the remaining directors then inoffice, even though less than a quorum of the Board of Directors; (ii) anydirector elected in accordance with the preceding clause (i) shall hold officeuntil the next annual meeting of the shareholders or until

 

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###### such director’s successor shall have been elected and qualified,whichever is later; and (iii) no decrease in the number of directorsconstituting the Board of Directors shall shorten the term of any incumbentdirector.

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###### (d)   Except as otherwise provided in or fixed byor pursuant to the provisions of Article Fourth of the Company’s AmendedArticles of Incorporation relating to the rights of the holders of any class orseries of stock having a preference over the Company’s Common Stock as todividends or upon liquidation to elect directors under specified circumstances,any director may be removed from office, with or without cause, only by theaffirmative vote of the holders of at least 80% of the combined voting power ofthe then outstanding shares of the Company’s stock entitled to vote generally(as defined in Article Eighth of the Company’s Amended Articles ofIncorporation), voting together as a single class.  Notwithstanding the foregoing provisions of this Paragraph (d),if at any time any stockholders of the Company have cumulative voting rightswith respect to the election of directors and less than the entire Board ofDirectors is to be removed, no director may be removed from office if the votescast against his removal would be sufficient to elect him as a director if thencumulatively voted at an election of the class of directors of which he is apart.

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## Section 2.  Regular Meetings shall be held at such time and place as may befixed by the Board of Directors.

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## Section 3.  Special Meetings of the Board of Directors shall be held at thecall of the Chairman or of the President, or, in their absence, of a VicePresident, or at the request in writing of not less than three (3) members ofthe Board.

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## Section 4.  Regular and Special Meetings may be held outside of the State ofKentucky.

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## Section 5.  Notices of Regular and Special Meetings shall be sent to eachdirector at least one (1) day prior to the meeting.

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## Section 6.  The business and affairs of the Company shall be managed by orunder the direction of the Board of Directors, except as may be otherwiseprovided by law or by the Company’s Amended Articles of Incorporation.  Unless otherwise provided by law, at eachmeeting of the Board of Directors, the presence of one-third of the fixednumber of directors  shall constitute aquorum for the transaction of business. Except as provided in Section l(c) of this Article II, the vote ofa majority of the directors present at a meeting at which a quorum is presentshall be the act of the Board of Directors. In case at any meeting of the Board of Directors a quorum shall not bepresent, the members of the Board of Directors present may by majority voteadjourn the meeting from time to time until a quorum shall attend.

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## Section 7.  Directors may receive such fees or compensation for theirservices as may be authorized by resolution of the Board of Directors.  In addition, expenses of attendance, if any,may be allowed for attendance at each regular or special meeting.

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## Section 8.  The Board of Directors, by resolution adopted by a majority ofthe full Board of Directors, may designate from among its members an executivecommittee and one or more

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## other committeeseach of which, to the extent provided in such resolution, shall have andexercise all the authority of the Board of Directors, but no such committeeshall have the authority to take action that under Kentucky law can only betaken by a board of directors.

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Section  9.  The Chairman of the Board, if such person ispresent, shall serve as Chairman at each regular or special meeting of theBoard of Directors and shall determine the order of business at suchmeeting.  If the Chairman of the Boardis not present at a regular or special meeting of the Board of Directors, theVice Chairman of the Board shall serve as Chairman of such meeting and shalldetermine the order of business of such meeting.  The Board of Directors may elect one of its members as ViceChairman of the Board.

 

**ARTICLEIII**

 

**OFFICERS**

 

## Section 1.  The officers of the Company shall be a Chief Executive Officer,President, Chief Financial Officer, one or more Vice Presidents, Secretary,Treasurer, Controller and such other officers (including, if so directed by aresolution of the Board of Directors, Chairman of the Board) as the Board mayfrom time to time elect or appoint.  Anytwo of the offices may be combined in one person, but no officer shall execute,acknowledge, or verify any instrument in more than one capacity.  Officers are to be elected by the Board ofDirectors of the Company at the first meeting of the Board following the annualmeeting of stockholders and, unless otherwise specified by the Board ofDirectors, shall be elected to hold office for one year or until theirsuccessors are elected and qualified. Any vacancy shall be filled by the Board of Directors, provided that theChief Executive Officer may fill such a vacancy until the Board of Directorsshall elect a successor.  Except asprovided below, officers shall perform those duties usually incident to theoffice or as otherwise required by the Board of Directors, the Chief ExecutiveOfficer, or the officer to whom they report. An officer may be removed with or without cause and at any time by theBoard of Directors or by the Chief Executive Officer.

 

Chief ExecutiveOfficer

 

## Section 2.  The Chief Executive Officer of the Company shall have full chargeof all of the affairs of the Company, shall preside at all meetings of thestockholders and, in the absence of the Chairman of the Board, at meetings ofthe Board of Directors.

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President

 

## Section 3.  The President shall exercise the functions of the Chief ExecutiveOfficer during the absence or disability of the Chief Executive Officer.

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Chief Financial Officer

 

## Section 4.  The Chief Financial Officer of the Company shall have full chargeof all of the financial affairs of the Company, including maintaining accuratebooks and records, meeting all reporting requirements and controlling Companyfunds.

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Vice Presidents

 

## Section 5.  The Vice President or Vice Presidents may be designated as VicePresident, Senior Vice President or Executive Vice President, as the Board ofDirectors or Chief Executive Officer may determine.

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Secretary

 

## Section 6.  The Secretary shall be present at and record the proceedings ofall meetings of the Board of Directors and of the stockholders, give notices ofmeetings of Directors and stockholders, have custody of the seal of the Companyand affix it to any instrument requiring the same, and shall have the power tosign certificates for shares of stock of the Company.

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Treasurer

 

## Section 7.  The Treasurer shall have charge of all receipts and disbursementsof the Company and be custodian of the Company’s funds.

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Controller

 

## Section 8.  The Controller shall have charge of the accounting records of theCompany.

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Chairman of theBoard

 

## Section 9.  In the event the Board of Directors elects a Chairman of theBoard and designates by resolution that the Chairman of the Board shall be anofficer of the corporation, the Chairman of the Board shall preside at allmeetings of the Board of Directors and serve the corporation in an advisorycapacity.

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**ARTICLEIV**

 

**CAPITAL STOCK CERTIFICATES**

**AND DIRECTOR NOMINATIONS**

 

## Section 1.  The Board of Directors shall approve all stock certificates as toform.  The certificates for the variousclasses of stock, issued by the Company, shall be printed or engraved with thefacsimile signatures of the President and Secretary and a facsimile seal of theCompany.  The Board of Directors shallappoint transfer agents to issue and transfer certificates of stock, andregistrars to register said certificates.

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## Section 2.  Except as otherwise provided in or fixed by or pursuant to theprovisions of Article Fourth of the Company’s Amended Articles of Incorporationrelating to the rights of the holders of any class or series of stock having apreference over the Company’s Common Stock as to dividends or upon liquidationto elect directors under specified circumstances, nominations for the electionof directors may be made by the Board of Directors or a committee appointed bythe Board of Directors or by any stockholder entitled to vote in the electionof directors generally.

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## However, anystockholder entitled to vote in the election of directors generally maynominate one or more persons for election as director or directors at astockholders’ meeting only if written notice of such stockholder’s intent tomake such nomination or nominations has been given either by personal deliveryor by United States mail, postage prepaid, to the Secretary of the Company notlater than 90 days in advance of such meeting; provided, however, that in theevent the date of the meeting is not publicly announced by the Company by mail,press release or otherwise more than 100 days prior to the meeting, notice bythe stockholder to be timely must be delivered not later than the close ofbusiness on the tenth day following the date on which notice of such meetingwas first communicated to stockholders. Each such notice shall set forth (a) the name and address of thestockholder who intends to make the nomination and of the person or persons tobe nominated; (b) a representation that the stockholder is a holder of recordof stock of the Company entitled to vote at such meeting and intends to appearin person or by proxy at the meeting to nominate the person or personsspecified in the notice; (c) a description of all arrangements orunderstandings between the stockholder and each nominee and any other person orpersons (naming such person or persons) pursuant to which the nomination ornominations are to be made by the stockholder; (d) such other informationregarding each nominee proposed by such stockholder as would be required to beincluded in a proxy statement filed pursuant to the proxy rules of theSecurities and Exchange Commission, had the nominee been nominated, or intendedto be nominated, by the Board of Directors; and (e) the consent of each nomineeto serve as a director of the Company if so elected.  The Chairman of the meeting may refuse to acknowledge thenomination of any person not made in compliance with the foregoing procedure.

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**ARTICLEV**

 

**LOST STOCK CERTIFICATES**

 

The Board of Directors may, in its discretion, directthat a new certificate or certificates of stock be issued in place of anycertificate or certificates of stock theretofore issued by the Company, allegedto have been stolen, lost or destroyed, and the Board of Directors whenauthorizing the issuance of such new certificate or certificates may, in itsdiscretion, and as a condition precedent thereto, require the owner of suchstolen, lost or destroyed certificate or certificates or the legalrepresentatives of such owner, to give to the Company, its transfer agent oragents, its registrar or registrars, as may be authorized or required to signand countersign such new certificate or certificates, a corporate surety bond insuch sum as it may direct as indemnity against any claim or claims that may bemade against the Company, its transfer agent or agents, its registrar orregistrars, for or in respect to the shares of stock represented by thecertificate or certificates alleged to have been stolen, lost or destroyed.

 

**ARTICLEVI.**

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**DIVIDENDS ON PREFERRED STOCK**

 

Dividends upon the 5% Cumulative Preferred Stock, $25Par value, if declared, shall be payable on January 15, April 15, July 15 andOctober 15 of each year.  If the dateherein

 

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designated for the payment of any dividend shall, in any year, fallupon a legal holiday, then the dividend payable on such date shall be paid onthe next day not a legal holiday.

 

Dividends in respect ofeach share of $8.90 Cumulative Preferred Stock (without par value) of theCompany shall be payable on October 16, 1978, when and as declared by the Boardof Directors of the Company, to holders of record on September 29, 1978, andshall accrue from the date of original issuance of said series.  Thereafter, such dividends shall be payableon January 15, April 15, July 15, and October 15 in each year (or the nextbusiness day thereafter in each case), when and as declared by the Board ofDirectors of the Company, for the quarter-yearly period ending on the lastbusiness day of the preceding month.

 

Dividends in respect ofeach share of Preferred Stock, Auction Series A (without par value), of theCompany shall be payable when and as declared by the Board of Directors of theCompany, on the dates and in the manner set forth in the Amendment to theArticles of Incorporation of the Company setting forth the terms of suchseries.

 

Dividends in respect ofeach share of $5.875 Cumulative Preferred Stock, of the Company shall bepayable when and as declared by the Board of Directors of the Company, on thedates and in the manner set forth in the Amendment to the Articles ofIncorporation of the Company setting forth the terms of such series.

 

**ARTICLEVII**

 

**FINANCE**

 

## Section 1.  The Board of Directors shall designate the bank or banks to beused as depositories of the funds of the Company and shall designate theofficers and employees of the Company who may sign and countersign checks drawnagainst the various accounts of the Company. The Board of Directors may authorize the use of facsimile signatures onchecks drawn against certain bank accounts of the Company.

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## Section 2.  Notes shall be signed by the President and either a VicePresident or the Treasurer.  In theabsence of the President, notes shall be signed by two Vice Presidents, or aVice President and the Treasurer.

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**ARTICLEVIII**

 

**SEAL**

 

The seal of this Company shall be in the form of acircular disk, bearing the following information:

 

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| ( | Louisville Gas  and Electric Company | ) |
|---|--------------------------------------|---|
| ( | Incorporated  Under the Laws of      | ) |
| ( | Kentucky                             | ) |
| ( | Seal                                 | ) |
| ( | 1913                                 | ) |

 

**ARTICLEIX**

 

**AMENDMENTS**

 

Subject to the provisions of the Company’s AmendedArticles of Incorporation, these By-Laws may be amended or repealed at anyregular meeting of the stockholders (or at any special meeting thereof dulycalled for that purpose) by the holders of at least a majority of the votingpower of the shares represented and entitled to vote thereon at such meeting atwhich a quorum is present; provided that in the notice of such special meetingnotice of such purpose shall be given. Subject to the laws of the State of Kentucky, the Company’s AmendedArticles of Incorporation and these By-Laws, the Board of Directors may bymajority vote of those present at any meeting at which a quorum is presentamend these By-Laws, or adopt such other By-Laws as in their judgment may beadvisable for the regulation of the conduct of the affairs of the Company.

 

**ARTICLEX**

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**INDEMNIFICATION**

 

## Section 1.  Right to Indemnification. Each person who was or is a director of the Company and who was or ismade a party or is threatened to be made a party to or is otherwise involved(including, without limitation, as a witness) in any action, suit orproceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that he or she is or was adirector or officer of the Company or is or was serving at the request of theCompany as a director, officer, partner, trustee, employee or agent of anothercorporation or of a partnership, joint venture, trust or other enterprise,including service with respect to an employee benefit plan (hereinafter an“Indemnified Director”), whether the basis of such proceeding is alleged actionin an official capacity as a director or officer or in any other capacity whileserving as a director or officer, shall be indemnified and held harmless by theCompany to the fullest extent permitted by the Kentucky Business CorporationAct, as the same exists or may hereafter be amended, against all expense,liability and loss (including, without limitation, attorneys’ fees, judgments,fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonablyincurred or suffered by such Indemnified Director in connection therewith andsuch indemnification shall continue as to an Indemnified Director who hasceased to be a director or officer and shall inure to the benefit of theIndemnified Director’s heirs, executors and administrators.  Each person who was or is an officer of theCompany and not a director of the Company and who was or is made a party or isthreatened to be made a party to or is otherwise involved (including, withoutlimitation, as a witness) in any proceeding, by reason of the fact that he orshe is or was an officer of the Company or is or was serving at the request ofthe Company as a director, officer, partner, trustee, employee or agent ofanother corporation or of a

 

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## partnership, jointventure, trust or other enterprise, including service with respect to anemployee benefit plan (hereinafter an “Indemnified Officer”), whether the basisof such proceeding is alleged action in an official capacity as an officer orin any other capacity while serving as an officer, shall be indemnified andheld harmless by the Company against all expense, liability and loss(including, without limitation, attorneys’ fees, judgments, fines, ERISA excisetaxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such Indemnified Officer to the same extent and under the sameconditions that the Company must indemnify an Indemnified Director pursuant tothe immediately preceding sentence and to such further extent as is notcontrary to public policy and such indemnification shall continue as to anIndemnified Officer who has ceased to be an officer and shall inure to thebenefit of the Indemnified Officer’s heirs, executors and administrators.  Notwithstanding the foregoing and except asprovided in Section 2 of this Article X with respect to proceedings toenforce rights to indemnification, the Company shall indemnify any IndemnifiedDirector or Indemnified Officer in connection with a proceeding (or partthereof) initiated by such Indemnified Director or Indemnified Officer only ifsuch proceeding (or part thereof) was authorized by the Board of Directors ofthe Company.  As hereinafter used inthis Article X, the term “indemnitee” means any Indemnified Director orIndemnified Officer.  Any person who isor was a director or officer of a subsidiary of the Company shall be deemed tobe serving in such capacity at the request of the Company for purposes of thisArticle X. The right to indemnification conferred in this Article shall includethe right to be paid by the Company the expenses incurred in defending any suchproceeding in advance of its final disposition (hereinafter an “advancement ofexpenses”); provided, however, that, if the Kentucky Business Corporation Actrequires, an advancement of expenses incurred by an indemnitee who at the timeof receiving such advance is a director of the Company shall be made onlyupon:  (i) delivery to the Companyof an undertaking (hereinafter an “undertaking”), by or on behalf of suchindemnitee, to repay all amounts so advanced if it shall ultimately bedetermined by final judicial decision from which there is no further right toappeal (hereinafter, a “final adjudication”) that such indemnitee is notentitled to be indemnified for such expenses under this Article or otherwise;(ii) delivery to the Company of a written affirmation of the indemnitee’sgood faith belief that he has met the standard of conduct that makesindemnification by the Company permissible under the Kentucky BusinessCorporation Act; and (iii) a determination that the facts then known tothose making the determination would not preclude indemnification under theKentucky Business Corporation Act.  Theright to indemnification and advancement of expenses incurred in thisSection 1 shall be a contract right.

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## Section 2.  Right of Indemnitee to Bring Suit.  If a claim under Section 1 of thisArticle X is not paid in full by the Company within sixty days after a writtenclaim has been received by the Company (except in the case of a claim for anadvancement of expenses, in which case the applicable period shall be twentydays), the indemnitee may at any time thereafter bring suit against the Companyto recover the unpaid amount of the claim. If successful in whole or in part to any such suit or in a suit broughtby the Company to recover an advancement of expenses pursuant to the terms ofan undertaking, the indemnitee also shall be entitled to be paid the expense ofprosecuting or defending such suit.  In(i) any suit brought by the indemnitee to enforce a right toindemnification hereunder (other than a suit to enforce a right to anadvancement of expenses brought by an indemnitee who will not be a director ofthe Company at the time such advance is made) it shall be a defense that, andin (ii) any suit by the Company to

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## recover anadvancement of expenses pursuant to the terms of an undertaking the Companyshall be entitled to recover such expenses upon a final adjudication that, theindemnitee has not met the standard of conduct that makes it permissiblehereunder or under the Kentucky Business Corporation Act (the “applicablestandard of conduct”) for the Company to indemnify the indemnitee for theamount claimed.  Neither the failure ofthe Company (including its Board of Directors, independent legal counsel or itsstockholders) to have made a determination prior to the commencement of suchsuit that indemnification of the indemnitee is proper in the circumstancesbecause the indemnitee has met the applicable standard of conduct, nor anactual determination by the Company (including its Board of Directors,independent legal counsel or its stockholders) that the indemnitee has not metthe applicable standard of conduct, shall create a presumption that theindemnitee has not met the applicable standard of conduct or, in the case ofsuch a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee toenforce a right to indemnification or to an advancement of expenses hereunder,or by the Company to recover an advancement of expenses pursuant to the termsof an undertaking, the burden of proving that the indemnitee is not entitled tobe indemnified or to such advancement of expenses under this Article X orotherwise shall be on the Company.

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## Section 3.  Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expensesconferred in this Article X shall not be exclusive of any other right which anyperson may have or hereafter acquire under any statute, the Company’s Articlesof Incorporation, these By-Laws, any agreement, any vote of stockholders ordisinterested directors or otherwise.

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## Section 4.  Insurance.  TheCompany may maintain insurance, at its expense, to protect itself and anydirector, officer, employee or agent of the Company or another corporation,partnership, joint venture, trust or other enterprise against any expense,liability or loss, whether or not the Company would have the power to indemnifysuch person against such expense, liability or loss under the Kentucky BusinessCorporation Act.

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## Section 5.  Indemnification of Employees and Agents.  The Company may, to the extent authorizedfrom time to time by the Board of Directors, grant rights to indemnificationand to the advancement of expenses to any employee or agent of the Company andto any person serving at the request of the Company as an agent or employee ofanother corporation or of a partnership, joint venture, trust or otherenterprise to the fullest extent of the provisions of this Article X withrespect to the indemnification and advancement of expenses of directors andofficers of the Company.

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## Section 6. Repeal or Modification.  Any repeal or modification of any provisionof this Article X shall not adversely affect any rights to indemnification andto advancement of expenses that any person may have at the time of such repealor modification with respect to any acts or omissions occurring prior to suchrepeal or modification.

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## Section 7.  Severability.  Incase any one or more of the provisions of this Article X, or anyapplication thereof, shall be invalid, illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining provisions of thisArticle X, and any other application thereof, shall not in any way be affectedor impaired thereby.

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**BY-LAWS**

 

**OF**

 

**LOUISVILLE GAS AND ELECTRIC COMPANY**

 

 

**By-Laws Adopted November 7, 1956**

**As Amended Through April 22, 1998**

**As Amended Through June 2, 1999**

**As Amended Through November 3, 2003**

**As Amended Through December 16, 2003**

 

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