0001047469-03-033251 Sample Contracts

OPERATING AGREEMENT OF LG&E ENERGY LLC
Operating Agreement • October 14th, 2003 • E on Ag • Electric, gas & sanitary services • Kentucky

This Operating Agreement ("Agreement") is made and entered into as of the day of October, 2003, by E.ON US Investments Corp., a Delaware corporation ("EUSIC") and LG&E Energy Corp., a Kentucky corporation ("LEC"), (collectively, "Members"). The foregoing parties are referred to herein as the "Members." For purposes of this Agreement, the term "Members" includes all persons then acting in such capacity in accordance with the terms of this Agreement.

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AGREEMENT AND PLAN OF MERGER BETWEEN LG&E ENERGY CORP. AND LG&E ENERGY LLC
Merger Agreement • October 14th, 2003 • E on Ag • Electric, gas & sanitary services • Kentucky

THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into and effective as of the day of , 2003, by and between (i) LG&E Energy Corp., a Kentucky corporation ("Corporation"), and (ii) LG&E Energy LLC, Kentucky limited liability company ("Company").

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