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                       LOUISVILLE GAS AND ELECTRIC COMPANY

                        By-Laws Adopted November 7, 1956
                         As Amended Through May 4, 1998

                                   Article I.

                            Meetings of Stockholders

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

Section 2. Except as otherwise mandated by Kentucky law and except as otherwise
provided in or fixed by or pursuant to the provisions of Article Fourth of the
Company's Amended Articles of Incorporation relating to the rights of the
holders of any class or series of stock having a preference over the Company's
Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances, special meetings of stockholders may be called only by
the President of the Company or by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors. For purposes
of these By-Laws, the phrase "Company's Amended Articles of Incorporation" shall
mean the Amended Articles of Incorporation of Louisville Gas and Electric
Company as in 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 the
Secretary of the Company before or immediately upon the convening of the
meeting.

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

Section 5. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement 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 the Board of Directors, or (c) otherwise properly be requested to
be brought before the meeting by a stockholder. For business to be properly
requested to be brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company, 
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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 the Company by mail,
press release or otherwise more than 100 days prior to the meeting, notice by
the stockholder to be timely must be delivered to the Secretary of the Company
not later than the close of business on the tenth day following the day on which
such announcement of the date of the meeting was communicated to stockholders. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Company's books, of the stockholder proposing such business,
(c) the class and number of shares of the Company which are beneficially owned
by the stockholder, and (d) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 5. The Chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section 5, and if he should so determine, he shall so declare to the
meeting that any such business not properly brought before the meeting shall not
be transacted.

                                   Article II.

                               Board of Directors

Section 1. (a) The number of directors of the Company shall be fixed from time
to time by the Board of Directors, but shall be no fewer than nine (9) and no
more than twenty (20). The Board of Directors may elect one of its members as
Chairman of the Board. Regular meetings of the Board of Directors shall be held
at such time and place as may be fixed by the Board of Directors. Except as
otherwise provided in or fixed by or pursuant to the provisions of Article
Fourth of the Company's Amended Articles of Incorporation relating to the rights
of the holders of any class or series of stock having a preference over the
Company's Common Stock as to dividends or upon liquidation to elect directors
under specified circumstances, the directors shall be classified, with respect
to the time for which they severally hold office, into three classes, as nearly
equal in number as possible, as determined by the Board of Directors, one class
to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1988, another class to be originally elected for a
term expiring at the annual meeting of stockholders to be held in 1989, and
another class to be originally elected for a term expiring at the annual meeting
of stockholders to be held in 1990, with each member of each class to hold
office until his successor is elected and qualified. At each annual meeting of
the stockholders of the Company and except as otherwise provided in or fixed by
or pursuant to the provisions of Article Fourth of the Company's Amended
Articles of Incorporation relating to the rights of the holders of any class or
series of stock having a preference over the Company's Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances,
the successors of the class of directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election.


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      (b) Advance notice of stockholder nominations for the election of
directors shall be given in the manner provided in Section 2 of Article IV of
these By-Laws.

      (c) Except as otherwise provided in or fixed by or pursuant to the
provisions of Article Fourth of the Company's Amended Articles of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Company's Common Stock as to dividends or upon liquidation
to elect directors under specified circumstances: (i) newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors; (ii) any director elected in accordance with
the preceding clause (i) shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified; and (iii) no decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

      (d) Except as otherwise provided in or fixed by or pursuant to the
provisions of Article Fourth of the Company's Amended Articles of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Company's Common Stock as to dividends or upon liquidation
to elect directors under specified circumstances, any director may be removed
from office, with or without cause, only by the affirmative vote of the holders
of at least 80% of the combined voting power of the then outstanding shares of
the Company's stock entitled to vote generally (as defined in Article Eighth of
the Company's Amended Articles of Incorporation), 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 rights with respect
to the election of directors and less than the entire Board of Directors is to
be removed, no director may be removed from office if the votes cast against his
removal would be sufficient to elect him as a director if then cumulatively
voted at an election of the class of directors of which he is a part.

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

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

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

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

Section 6. The business and affairs of the Company shall be managed by or under
the direction of the Board of Directors, except as may be otherwise provided by
law or by the Company's Amended Articles of Incorporation. Unless otherwise
provided by law, at each meeting of the Board of Directors, the presence of a
majority of the total number of directors 


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shall constitute a quorum for the transaction of business. Except as provided in
Section l(c) of this Article II, the vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors. In case at any meeting of the Board of Directors a quorum shall not
be present, the members of the Board of Directors present may by majority vote
adjourn the meeting from time to time until a quorum shall attend.

Section 7. Directors may receive such fees or compensation for their services 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.

Section 8. The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, shall have and exercise all the authority of the Board of
Directors, but no such committee shall have the authority to take action that
under Kentucky law can only be taken by a board of directors.

                                  Article III.

                                    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 a
resolution of the Board of Directors, Chairman of the Board) as the Board may
from time to time elect or appoint. Any two 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 of Directors
of the Company at the first meeting of the Board following the annual meeting of
stockholders and, unless otherwise specified by the Board of Directors, shall be
elected to hold office for one year or until their successors are elected and
qualified. Any vacancy shall be filled by the Board of Directors, provided that
the Chief Executive Officer may fill such a vacancy until the Board of Directors
shall elect a successor. Except as provided below, officers shall perform those
duties usually incident to the office or as otherwise required by the Board of
Directors, the Chief Executive Officer, or the officer to whom they report. An
officer may be removed with or without cause and at any time by the Board of
Directors or by the Chief Executive Officer.

                             Chief Executive Officer

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

                                    President

Section 3. The President shall exercise the functions of the Chief Executive
Officer 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 charge of
all of the financial affairs of the Company, including maintaining accurate
books and records, meeting all reporting requirements and controlling Company
funds.

                                 Vice Presidents

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

                                    Secretary

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

                                    Treasurer

Section 7. The Treasurer shall have charge of all receipts and disbursements of
the Company and be custodian of the Company's funds.

                                   Controller

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

                              Chairman of the Board

Section 9. In the event the Board of Directors elects a Chairman of the Board
and designates by resolution that the Chairman of the Board shall be an officer
of the corporation, the Chairman of the Board shall preside at all meetings of
the Board of Directors and serve the corporation in an advisory capacity.

                                   Article IV.

               Capital Stock Certificates and Director Nominations

Section 1. The Board of Directors shall approve all stock certificates as to
form. The certificates for the various classes of stock, issued by the Company,
shall be printed or engraved with the facsimile signatures of the President and
Secretary and a facsimile seal of the Company. The Board of Directors shall
appoint transfer agents to issue and transfer certificates of stock, and
registrars to register said certificates.


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Section 2. Except as otherwise provided in or fixed by or pursuant to the
provisions of Article Fourth of the Company's Amended Articles of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Company's Common Stock as to dividends or upon liquidation
to elect directors under specified circumstances, nominations for the election
of directors may be made by the Board of Directors or a committee appointed by
the Board of Directors or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as director
or directors at a stockholders' meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been given
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Company not later than 90 days in advance of such meeting;
provided, however, that in the event 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 by the stockholder to be timely must be delivered
not later than the close of business on the tenth day following the date on
which notice of such meeting was first communicated to stockholders. Each such
notice shall set forth (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the stockholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Company if so
elected. The Chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.

                                   Article V.

                             Lost Stock Certificates

      The Board of Directors may, in its discretion, direct that a new
certificate or certificates of stock be issued in place of any certificate or
certificates of stock theretofore issued by the Company, alleged to have been
stolen, lost or destroyed, and the Board of Directors when authorizing the
issuance of such new certificate or certificates may, in its discretion, and as
a condition precedent thereto, require the owner of such stolen, lost or
destroyed certificate or certificates or the legal representatives of such
owner, to give to the Company, its transfer agent or agents, its registrar or
registrars, as may be authorized or required to sign and countersign such new
certificate or certificates, a corporate surety bond in such sum as it may
direct as indemnity against any claim or claims that may be made against the
Company, its transfer agent or agents, its registrar or registrars, for or in
respect to the shares of stock represented by the certificate or certificates
alleged to have been stolen, lost or destroyed.


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                                   Article VI.

                              Dividends on Preferred Stock

      Dividends upon the 5% Cumulative Preferred Stock, $25 Par value, if
declared, shall be payable on January 15, April 15, July 15 and October 15 of
each year. If the date herein designated for the payment of any dividend shall,
in any year, fall upon a legal holiday, then the dividend payable on such date
shall be paid on the next day not a legal holiday.

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

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

      Dividends in respect of each share of $5.875 Cumulative Preferred Stock,
of the Company shall be payable when and as declared by the Board of Directors
of the Company, on the dates and in the manner set forth in the Amendment to the
Articles of Incorporation of the Company setting forth the terms of such series.

                                  Article VII.

                                     Finance

Section 1. The Board of Directors shall designate the bank or banks to be used
as depositories of the funds of the Company and shall designate the officers and
employees of the Company who may sign and countersign checks drawn against the
various accounts of the Company. The Board of Directors may authorize the use of
facsimile signatures on checks drawn against certain bank accounts of the
Company.

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


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                                  Article VIII.

                                      Seal

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

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

                                   Article IX.

                                   Amendments

      Subject to the provisions of the Company's Amended Articles of
Incorporation, these By-Laws may be amended or repealed at any regular meeting
of the stockholders (or at any special meeting thereof duly called for that
purpose) by the holders of at least a majority of the voting power of the shares
represented and entitled to vote thereon at such meeting at which a quorum is
present; provided that in the notice of such special meeting notice of such
purpose shall be given. Subject to the laws of the State of Kentucky, the
Company's Amended Articles of Incorporation and these By-Laws, the Board of
Directors may by majority vote of those present at any meeting at which a quorum
is present amend these By-Laws, or adopt such other By-Laws as in their judgment
may be advisable for the regulation of the conduct of the affairs of the
Company.

                                   Article X.

                                 Indemnification

Section 1. Right to Indemnification. Each person who was or is a director of the
Company and who was or is made 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 or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Company or is or was serving at the
request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation 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 action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the Kentucky Business
Corporation Act, 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) reasonably 


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incurred or suffered by such Indemnified Director in connection therewith and
such indemnification shall continue as to an Indemnified Director who has ceased
to be a director or officer and shall inure to the benefit of the Indemnified
Director's heirs, executors and administrators. Each person who was or is an
officer of the Company and not a director of the Company and who was or is made
a party or is threatened to be made a party to or is otherwise involved
(including, without limitation, as a witness) in any proceeding, by reason of
the fact that he or she is or was an officer of the Company or is or was serving
at the request of the Company as a director, officer, partner, trustee, employee
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter an "Indemnified Officer"), whether the basis of such proceeding is
alleged action in an official capacity as an officer or in any other capacity
while serving as an officer, shall be indemnified and held harmless by the
Company against all expense, liability and loss (including, without limitation,
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such Indemnified Officer
to the same extent and under the same conditions that the Company must indemnify
an Indemnified Director pursuant to the immediately preceding sentence and to
such further extent as is not contrary to public policy and such indemnification
shall continue as to an Indemnified Officer who has ceased to be an officer and
shall inure to the benefit of the Indemnified Officer's heirs, executors and
administrators. Notwithstanding the foregoing and except as provided in Section
2 of this Article X with respect to proceedings to enforce rights to
indemnification, the Company shall indemnify any Indemnified Director or
Indemnified Officer in connection with a proceeding (or part thereof) initiated
by such Indemnified Director or Indemnified Officer only if such proceeding (or
part thereof) was authorized by the Board of Directors of the Company. As
hereinafter used in this Article X, the term "indemnitee" means any Indemnified
Director or Indemnified Officer. Any person who is or was a director or officer
of a subsidiary of the Company shall be deemed to be serving in such capacity at
the request of the Company for purposes of this Article X. The right to
indemnification conferred in this Article shall include the right to be paid by
the Company the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Kentucky Business Corporation Act requires, an advancement
of expenses incurred by an indemnitee who at the time of receiving such advance
is a director of the Company shall be made only upon: (i) delivery to the
Company of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter, a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Article or otherwise;
(ii) delivery to the Company of a written affirmation of the indemnitee's good
faith belief that he has met the standard of conduct that makes indemnification
by the Company permissible under the Kentucky Business Corporation Act; and
(iii) a determination that the facts then known to those making the
determination would not preclude indemnification under the Kentucky Business
Corporation Act. The right to indemnification and advancement of expenses
incurred in this Section 1 shall be a contract right.

Section 2. Right of Indemnitee to Bring Suit. If a claim under Section 1 of this
Article X is not paid in full by the Company within sixty days after a written
claim has been received by the Company (except in the case of a claim for an
advancement of expenses, in which case the 


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applicable period shall be twenty days), the indemnitee may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim. If successful in whole or in part to any such suit or in a suit brought
by the Company to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee also shall be entitled to be paid the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (other than a suit to enforce a
right to an advancement of expenses brought by an indemnitee who will not be a
director of the Company at the time such advance is made) it shall be a defense
that, and in (ii) any suit by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking the Company shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee has not met the
standard of conduct that makes it permissible hereunder or under the Kentucky
Business Corporation Act (the "applicable standard of conduct") for the Company
to indemnify the indemnitee for the amount claimed. Neither the failure of the
Company (including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel or its stockholders) that the indemnitee has not met the
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such advancement of expenses
under this Article X or otherwise shall be on the Company.

Section 3. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article X shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Company's Articles of Incorporation, these By-Laws, any agreement,
any vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director, 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 indemnify such person against such expense, liability or loss under
the Kentucky Business Corporation Act.

Section 5. Indemnification of Employees and Agents. The Company may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the Company and to any person serving at the request of the Company as an agent
or employee of another corporation or of a partnership, joint venture, trust or
other enterprise to the fullest extent of the provisions of this Article X with
respect to the indemnification and advancement of expenses of directors and
officers of the Company.


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

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


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