Exhibit 99.03

Kentucky Utilities Company
Director and Officer Information

The outstanding stock of Kentucky Utilities Company ("KU") is divided into
three classes: Common Stock, without par value, Preferred Stock, without par
value, and Preference Stock, without par value. As of the close of business
on February 16, 1999, the record date for the 1999 Annual Meeting of
Shareholders (the "Annual Meeting") of KU, the following shares of each were
outstanding:

Common Stock, without par value......................................... 37,817,878 shares
Preferred Stock, without par value (stated value $100 per share)
4.75% series ................................................. 200,000 shares
6.53% series ................................................. 200,000 shares

All of the outstanding common stock of Kentucky Utilities Company ("KU") is
owned by LG&E Energy Corp. ("LG&E Energy"). As of February 16, 1999, all
directors, nominees for director and executive officers of KU as a group
beneficially owned no shares of KU Preferred Stock.

INFORMATION ABOUT DIRECTORS AND NOMINEES

The following contains certain information as of February 16, 1999,
concerning the nominees for director, as well as the directors whose terms of
office continue after the 1999 Annual Meeting.

NOMINEES FOR DIRECTORS WITH TERMS EXPIRING
AT 2002 ANNUAL MEETING OF SHAREHOLDERS

MIRA S. BALL (AGE 64)

Mrs. Ball has been Secretary-Treasurer and Chief Financial Officer of
Ball Homes, Inc., a residential developer and property management company
in Lexington, Kentucky, since August 1959. Mrs. Ball is a graduate of the
University of Kentucky. Mrs. Ball has been a director of LG&E Energy and
Louisville Gas and Electric Company ("LG&E") since May 1998 and of KU
since 1992.

ROGER W. HALE (AGE 55)

Mr. Hale has been a Director and Chairman of the Board and Chief
Executive Officer of LG&E Energy since August 1990. Mr. Hale served as
President of LG&E Energy from August 1990 to May 1998. Mr. Hale has also
been Chief Executive Officer and a Director of LG&E since June 1989,
Chairman of the Board of LG&E since February 1, 1990, and served as
President of LG&E from June 1989 until January 1, 1992. Mr. Hale has been
a Director and Chairman of the Board and Chief Executive Officer of KU
since May 1998. Prior to his coming to LG&E, Mr. Hale served as Executive
Vice President of Bell South Enterprises, Inc. Mr. Hale is a graduate of
the University of Maryland, and received a master's degree in management
from the Massachusetts Institute of Technology, Sloan School of
Management. Mr. Hale is also a member of the Board of Directors of Global
TeleSystems Group, Inc. and H&R Block, Inc.

DAVID B. LEWIS (AGE 54)

Mr. Lewis is a founding partner of the law firm of Lewis & Munday, a
Professional Corporation, in Detroit, Michigan. Since 1972, Mr. Lewis has
served as Chairman of the Board and a Director of the firm. Mr. Lewis is
a graduate of Oakland University and received his law degree from the
University of Michigan Law School. He also received a master's degree in
business administration from the University of Chicago Graduate School of
Business. Mr. Lewis has been a director of LG&E Energy and LG&E since
November 1992 and of KU since May 1998. Mr. Lewis is also a member of the
Board of Directors of TRW, Inc., M.A. Hanna Company and Comerica Bank, a
subsidiary of Comerica Incorporated.

ANNE H. MCNAMARA (AGE 51)

Mrs. McNamara has been Senior Vice President and General Counsel of AMR
Corporation and its subsidiary, American Airlines, Inc., since June 1988.
Mrs. McNamara is a graduate of Vassar College, and received her law
degree from Cornell University. She has been a director of LG&E Energy
and LG&E since November 1991 and of KU since May 1998. Mrs. McNamara is
also a member of the Board of Directors of The SABRE Group Holdings, Inc.

FRANK V. RAMSEY, JR. (AGE 67)

Mr. Ramsey has been President and a Director of Dixon Bank, Dixon,
Kentucky, since October 1972. Mr. Ramsey is a graduate of the University
of Kentucky. Mr. Ramsey has been a director of LG&E Energy and LG&E since
May 1998 and of KU since 1986.

NOMINEES FOR DIRECTORS WITH TERMS EXPIRING
AT 2001 ANNUAL MEETING OF SHAREHOLDERS

CAROL M. GATTON (AGE 66)

Mr. Gatton has been Chairman and Director of Area Bancshares
Corpora-tion, an Owensboro, Kentucky bank holding company, since April
1976. Mr. Gatton is also owner of Bill Gatton Chevrolet-Cadillac-Isuzu in
Bristol, Tennessee. Mr. Gatton is a graduate of the University of
Kentucky, and received a master's degree in business administration from
the University of Pennsylvania, Wharton School of Business. Mr. Gatton
has been a director of LG&E Energy and LG&E since May 1998 and of KU
since 1996.

LEE T. TODD, JR., PH.D. (AGE 52)

Dr. Todd has been President and Chief Executive Officer and Director of
DataBeam Corporation, a Lexington, Kentucky high-technology firm, since
April 1976. Dr. Todd is a graduate of the University of Kentucky. He also
received a master's degree and doctorate in electrical engineering from
the Massachusetts Institute of Technology. Dr. Todd has been a director
of LG&E Energy and LG&E since May 1998 and of KU since 1995.

NOMINEES FOR DIRECTORS WITH TERMS EXPIRING
AT 2000 ANNUAL MEETING OF SHAREHOLDERS

WILLIAM L. ROUSE, JR. (AGE 66)

Mr. Rouse was Chairman of the Board and Chief Executive Officer and
director of First Security Corporation of Kentucky, an Owensboro,
Kentucky multi-bank holding company, prior to his retirement in 1992. Mr.
Rouse is a graduate of the University of Kentucky. Mr. Rouse has been a
director of LG&E Energy and LG&E since May 1998 and of KU since 1989. Mr.
Rouse is also a member of the Board of Directors of Ashland, Incorporated
and Kentucky-American Water Company, a subsidiary of American Water Works
Company, Inc.

CHARLES L. SHEARER, PH.D. (AGE 56)

Dr. Shearer has been President of Transylvania University since July
1983. Dr. Shearer is a graduate of the University of Kentucky and
received a master's degree in diplomacy and international commerce from
that institution. He also received a master's degree and a doctorate in
economics from Michigan State University. Dr. Shearer has been a director
of LG&E Energy and LG&E since May 1998 and of KU since 1987.

DIRECTORS WHOSE TERMS EXPIRE
AT 2001 ANNUAL MEETING OF SHAREHOLDERS

OWSLEY BROWN II (AGE 56)

Mr. Brown has been the Chairman and Chief Executive Officer of
Brown-Forman Corporation, a consumer products company, since July 1995,
and was President of Brown-Forman Corporation from 1987 to 1995. Mr.
Brown was first named Chief Executive Officer of Brown-Forman Corporation
in July 1994. Mr. Brown is a graduate of Yale University, and received
his master's degree in business administration from Stanford University.
He has been a director of LG&E Energy since August 1990, of LG&E since
May 1989 and KU since May 1998. Mr. Brown is also a member of the Board
of Directors of Brown-Forman Corporation and North American Coal
Corporation, a subsidiary of NACCO Industries, Inc.

J. DAVID GRISSOM (AGE 60)

Mr. Grissom has been Chairman of Mayfair Capital, Inc., a private
investment firm, since April 1989. He served as Chairman and Chief
Executive Officer of Citizens Fidelity Corporation from April 1977 until
March 31, 1989. Upon the acquisition of Citizens Fidelity Corporation by
PNC Financial Corp. in February 1987, Mr. Grissom served as Vice Chairman
and as a Director of PNC Financial Corp. until March 1989. Mr. Grissom is
a graduate of Centre College and the University of Louisville School of
Law. Mr. Grissom has been a director of LG&E Energy since August 1990, of
LG&E since January 1982 and of KU since May 1998. He is also a member of
the Board of Directors of Providian Financial Corporation and Churchill
Downs, Inc.

DIRECTORS WHOSE TERMS EXPIRE
AT 2000 ANNUAL MEETING OF SHAREHOLDERS

WILLIAM C. BALLARD, JR. (AGE 58)

Mr. Ballard has been of counsel to the law firm of Greenebaum Doll &
McDonald PLLC since May 1992. He served as Executive Vice President and
Chief Financial Officer from 1978 until May 1992, of Humana, Inc., a
healthcare services company. Mr. Ballard is a graduate of the University
of Notre Dame, and received his law degree, with honors, from the
University of Louisville School of Law. He also received a Master of Law
degree in taxation from Georgetown University. Mr. Ballard has been a
director of LG&E Energy since August 1990, of LG&E since May 1989 and of
KU since May 1998. Mr. Ballard is also a member of the Board of Directors
of United Healthcare Corp., Health Care REIT, Inc., Healthcare
Recoveries, Inc., MidAmerica Bancorp, American Safety Razor, Inc. and
Jordan Telecommunications Products, Inc.

JEFFERY T. GRADE (AGE 55)

Mr. Grade has been Chairman and Chief Executive Officer and Director of
Harnischfeger Industries, Inc., which is engaged in the manufacture and
distribution of equipment for the mining and papermaking industries,
since January 1993. He served as President and Chief Executive Officer
from 1992 to 1993 and President and Chief Operating Officer from 1986 to
1992. Mr. Grade is a graduate of the Illinois Institute of Technology and
received a master's degree in business administration from DePaul
University. Mr. Grade has been a director of LG&E Energy and LG&E since
October 1997 and of KU since May 1998. He is also a member of the Board
of Directors of Case Corporation.

T. BALLARD MORTON, JR. (AGE 66)

Mr. Morton has been Executive in Residence at the College of Business and
Public Administration of the University of Louisville since 1983. Mr.
Morton is a graduate of Yale University. Mr. Morton has been a director
of LG&E Energy since August 1990, of LG&E since May 1967 and of KU since
May 1998. Mr. Morton is also a member of the Board of Directors of the
Kroger Company.

INFORMATION CONCERNING THE BOARD OF DIRECTORS

Each member of the Board of Directors of KU is also a director of LG&E
Energy and LG&E. The committees of the Board of Directors of KU include an
Audit Committee, a Compensation Committee, a Nominating and Governance
Committee and a Long-Range Planning Committee. The directors who are members
of the various committees of KU serve in the same capacity for purposes of
the LG&E Energy and LG&E Board of Directors.

During 1998, there were a total of nine meetings of the KU Board. All
directors attended 75% or more of the total number of meetings of the Board
of Directors and Committees of the Board on which they served.

COMPENSATION OF DIRECTORS

Directors who are also officers of KU receive no compensation in their
capacities as directors. During 1998, non-employee directors received a
retainer of approximately $2,333 per month, or $28,000 annually ($30,000
annually for committee chairmen), a fee for Board meetings of $1,100 per
meeting, a fee for each committee meeting of $1,000 and, where appropriate,
reimbursement for expenses incurred in traveling to meetings. Non-employee
directors residing out of Kentucky received an additional $1,000 compensation
for each Board or committee meeting they attended. The foregoing amounts
represent the aggregate fees paid to directors in their capacities as
directors of LG&E Energy, LG&E and KU, as applicable, during 1998. Upon their
resignation as directors of LG&E Energy during 1998, Messrs. Dabney and
Gardner and Dr. Swain each received one-time awards of $10,000 in recognition
of their years of service on that Board.

Non-employee directors of KU may elect to defer all or a part of their
fees (including retainers, fees for attendance at regular and special
meetings, committee meetings and travel compensation) pursuant to the LG&E
Energy Corp. Deferred Stock Compensation Plan (the "Deferred Stock Plan").
Each deferred amount is credited by LG&E Energy to a bookkeeping account and
then is converted into a stock equivalent on the date the amount is credited.
The number of stock equivalents credited to the director is based upon the
average of the high and the low sale price of LG&E Energy Common Stock on the
New York Stock Exchange for the five trading days prior to the conversion.
Additional stock equivalents will be added to stock accounts at the time that
dividends are declared on LG&E Energy Common Stock, in an amount equal to the
amount of LG&E Energy Common Stock that could be purchased with dividends
that would be paid on the stock equivalents if converted to LG&E Energy
Common Stock. In the event that LG&E Energy is a party to any consolidation,
recapitalization, merger, share exchange or other business combination in
which all or a part of the outstanding LG&E Energy Common Stock is changed
into or exchanged for stock or other securities of the other entity or LG&E
Energy, or for cash or other property, the stock account of a participating
director shall be converted to such new securities or consideration equal to
the amount each share of LG&E Energy Common Stock received, multiplied by the
number of share equivalents in the stock account.

A director will be eligible to receive a distribution from his or her
account only upon termination of service by death, retirement or otherwise.
Following departure from the Board, the distribution will occur, at the
director's election, either in one lump sum or in no more than five annual
installments. The distribution will be made, at the director's election, either
in LG&E Energy Common Stock or in cash equal to the then-market price of the
LG&E Energy Common Stock allocated to the director's stock account. At February
16, 1999, eight directors of LG&E were participating in the Deferred Stock Plan.

Non-employee directors who are also directors of LG&E Energy also receive
stock options pursuant to the LG&E Energy Corp. Stock Option Plan for
Non-Employee Directors (the "Directors'

Option Plan"), which was approved by LG&E Energy's shareholders at the 1994
Annual Meeting. Under the terms of the Directors' Option Plan, upon initial
election or appointment to the LG&E Energy Board, each new director, who has not
been an employee or officer of LG&E Energy within the preceding three years,
receives an option grant for 4,000 shares of LG&E Energy Common Stock. Following
the initial grant, eligible directors receive an annual option grant of 4,000
shares on the first Wednesday of each February. Option grants for 1994-1996 were
for 2,000 shares, all of which were adjusted in April 1996 to reflect a
two-for-one stock split. The option exercise price per share for each share of
LG&E Energy Common Stock is the fair market value at the time of grant. Options
granted are not exercisable during the first twelve months from the date of
grant and will terminate 10 years from the date of grant. In the event of a
tender offer or an exchange offer for shares of LG&E Energy Common Stock, all
then exercisable, but unexercised options granted under the Directors' Option
Plan will continue to be exercisable for thirty days following the first
purchase of shares pursuant to such tender or exchange offer.

The Directors' Option Plan authorizes the issuance of up to 500,000
shares of LG&E Energy Common Stock, of which 251,000 shares are subject to
existing options at a weighted average per share price of $22.83. As of
February 16, 1999, each non-employee director held 20,000 exercisable options
and 4,000 unexercisable options to purchase LG&E Energy Common Stock, with
the exception of Mr. Grade, who held 8,000 exercisable options and 4,000
unexercisable options, and Messrs. Gatton, Ramsey and Rouse, Mrs. Ball and
Drs. Shearer and Todd, who each held 4,000 exercisable and 4,000
unexercisable options. The number of shares subject to the Directors' Option
Plan and subject to awards outstanding under the plan will adjust with any
stock dividend or split, recapitalization, reclassification, merger,
consolidation, combination or exchange of shares, or any similar corporate
change.

AUDIT COMMITTEE

The Audit Committee of the Board is composed of Messrs. Ballard, Brown,
Gatton, Grade, Grissom, Lewis and Ramsey, Mrs. Ball and Drs. Shearer and
Todd. During 1998, the Audit Committee maintained direct contact with the
independent auditors and KU's Internal Auditor to review the following
matters pertaining to KU and to LG&E Energy and its subsidiaries, including
LG&E: the adequacy of accounting and financial reporting procedures; the
adequacy and effectiveness of internal accounting controls; the scope and
results of the annual audit and any other matters relative to the audit of
these companies' accounts and financial affairs that the Committee, the
Internal Auditor, or the independent auditors deemed necessary. The Audit
Committee met three times during 1998.

COMPENSATION COMMITTEE

The Compensation Committee, composed of non-employee directors, approves the
compensation of the Chief Executive Officer and the executive officers of LG&E
Energy, LG&E and KU. The Committee makes recommendations to the full Board
regarding benefits provided to executive officers and the establishment of
various employee benefit plans. The members of the Compensation Committee are
Messrs. Gatton, Grade, Grissom, Morton, Ramsey and Rouse and Mrs. McNamara. The
Compensation Committee met seven times during 1998.

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee is composed of the Chairman of
the Board and certain other directors. The Committee reviews and recommends
to the Board of Directors nominees to serve on the Board and their
compensation. The Committee considers nominees suggested by other members of
the Board, by members of management and by voting shareholders. To be
considered for inclusion in the slate of nominees proposed by the Board of
Directors at an annual meeting, voting shareholder recommendations must be
submitted in writing to the Secretary of KU not later than 120 days prior to
the Annual Meeting. In addition, the Articles of Incorporation and bylaws of
KU contain procedures governing voting shareholder nominations for election
of directors at a shareholders'

meeting. The Chairman of the Annual Meeting may refuse to acknowledge the
nomination of any person not made in compliance with these procedures. The
members of the Nominating and Governance Committee are Messrs. Ballard, Brown,
Hale (ex officio), Lewis, Ramsey and Rouse, Mrs. Ball and Mrs. McNamara and Dr.
Shearer. The Nominating and Governance Committee met two times during 1998.

LONG-RANGE PLANNING COMMITTEE

The Long-Range Planning Committee is composed of Messrs. Grade, Grissom,
Lewis, Morton, Rouse and Todd, Mrs. Ball and Mrs. McNamara and Dr. Shearer. The
Long-Range Planning Committee considers and makes recommendations to the Board
regarding KU's future strategy and direction, long-term goals and other
matters of long-term importance. The Long-Range Planning Committee did not meet
during 1998.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows the cash compensation paid or to be paid by KU,
KU Energy or LG&E Energy and any of its subsidiaries including LG&E, as well
as certain other compensation paid or accrued for those years, to the Chief
Executive Officer and the next four highest compensated executive officers of
KU who were serving as such at December 31, 1998, in all capacities in which
they served during 1996, 1997 and 1998:

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION AWARDS
----------------------------------- ----------
OTHER SECURITIES PAYOUTS
ANNUAL UNDERLYING -------- ALL OTHER
COMPEN- OPTIONS/ LTIP COMPEN-
NAME AND SALARY BONUS SATION SARS PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#)(2) ($) ($)
- ----------------------------------------------- ---- ------------ -------- ------------ ---------- -------- ------------

Roger W. Hale 1998 $ 700,000 $649,800 $ 32,301 133,588 $821,581 $ 36,191(1)
Chairman of the Board 1997 580,000 311,808 18,212 67,728 313,037 26,675
and Chief Executive Officer 1996 510,000 416,068 11,010 55,000 641,092 26,909

Victor A. Staffieri 1998 300,000 150,461 10,269 45,802 166,611 15,590(1)
Former Chief Financial Officer 1997 270,000 159,064 8,063 27,946 57,416 10,635
(Currently President and Chief 1996 245,000 175,310 7,431 26,022 124,950 9,336
Operating Officer of LG&E Energy)

John R. McCall 1998 260,000 140,399 7,870 34,733 96,635 15,582(1)
Executive Vice President, 1997 245,000 114,764 6,922 15,605 32,306 11,414
General Counsel and Corporate Secretary 1996 231,000 112,303 7,230 15,098 35,868 11,029

Wayne T. Lucas 1998 252,035 161,822 1,307 23,028 0 9,500(1)
Executive Vice President-- 1997 215,792 69,555 1,271 0 29,576 4,750
Power Generation 1996 208,137 49,043 749 0 33,124 6,361

Robert M. Hewett 1998 211,484 126,469 919 19,928 0 7,405(1)
President, Kentucky Utilities 1997 183,727 45,033 1,768 0 29,576 4,750
Company 1996 164,681 32,052 363 0 33,124 4,500

Michael R. Whitley 1998 431,205 74,770 2,667,167(3) 58,203 0 4,024,014(1)(4)
Former Vice Chairman and 1997 444,427 186,173 2,477 0 50,967 4,750
Chief Operating Officer 1996 387,737 99,741 2,164 0 79,768 6,242

- ------------------------

(1) Includes employer contributions to 401(k) plan, nonqualified thrift plan
and employer paid life insurance premiums in 1998 as follows: Mr. Hale
$4,375, $16,625 and $15,191, respectively; Mr. Staffieri $4,875, $8,897
and $1,818, respectively; Mr. McCall $4,318, $6,925 and $4,340,
respectively; Mr. Lucas, $4,800, $0 and $4,700, respectively; Mr. Hewett
$4,800, $0 and $2,604, respectively; and Mr. Whitley $4,800, $7,072 and
$64,610, respectively.

(2) As adjusted for the 2 for 1 stock split effective in April 1996.

(3) Includes tax gross-up of $2.6 million.

(4) Includes contract termination benefits of $3.9 million.

OPTION/SAR GRANTS TABLE
OPTION/SAR GRANTS IN 1998 FISCAL YEAR

The following table contains information at December 31, 1998, with respect
to grants of stock options and stock appreciation rights (SARs) to the named
executive officers:

INDIVIDUAL GRANTS POTENTIAL
------------------------------------ REALIZABLE VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL
SECURITIES TOTAL RATES OF STOCK
UNDERLYING OPTIONS/SARS EXERCISE PRICE APPRECIATION
OPTIONS/SARS GRANTED TO OR BASE FOR OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION -----------------------------------
NAME (#) (1) FISCAL YEAR ($/ SHARE) DATE 0%($) 5%($) 10%($)
- ------------------- --------------- ------------------- ----------- ------------ ------ --------- ---------

Roger W. Hale 133,588 16.8% 23.47 02/04/2008 0 1,971,780 4,996,877
Victor A. Staffieri 45,802 5.8% 23.47 02/04/2008 0 676,045 1,713,230
John R. McCall 34,733 4.4% 23.47 02/04/2008 0 512,665 1,299,193
Wayne T. Lucas 23,028 2.9% 26.50 05/04/2008 0 383,778 860,876
Robert M. Hewett 19,928 2.5% 26.5 05/04/2008 0 332,114 744,986
Michael R. Whitley 58,203 7.3% 26.5 05/04/2008 0 969,994 2,175,854

- ------------------------

(1) Options are awarded at fair market value at time of grant; unless otherwise
indicated, options vest in one year and are exercisable over a ten-year
term.

OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN 1998 FISCAL YEAR
AND FY-END OPTION/SAR VALUES

The following table sets forth information with respect to the named
executive officers concerning the exercise of options and/or SARs during 1998
and the value of unexercised options and SARs held by them as of December 31,
1998:

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS AT
ON VALUE AT FY-END (#) FY-END ($)(1)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------- -------- -------- ------------- ----------------

Roger W. Hale 29,900 $183,379 136,042/133,588 784,583/646,900
Victor A. Staffieri 0 N/A 110,536/45,802 837,050/221,796
John R. McCall 0 N/A 37,651/34,733 235,255/168,195
Wayne T. Lucas 0 N/A --/23,028 --/41,681
Robert M. Hewett 0 N/A --/19,928 --/36,070
Michael R. Whitley 0 N/A 58,203/-- 105,304/--

- ------------------------

(1) Dollar amounts reflect market value of LG&E Energy Common Stock at year-end,
minus the exercise price.

LONG-TERM INCENTIVE PLAN AWARDS TABLE
LONG-TERM INCENTIVE PLAN AWARDS IN 1998 FISCAL YEAR

The following table provides information concerning awards made in 1998 to
the named executive officers under the Long-Term Plan.

NUMBER PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OF SHARES, OTHER PERIOD NON-STOCK PRICE BASED PLANS
UNITS OR UNTIL (NUMBER OF SHARES) (1)
OTHER MATURATION ---------------------------------------------
NAME RIGHTS OR PAYOUT THRESHOLD(#) TARGET(#) MAXIMUM(#)
- ------------------------------------ ------------- ----------------- --------------- ----------- ---------------

Roger W. Hale 39,244 12/31/2000 15,698 39,244 58,866
Victor A. Staffieri 6,728 12/31/2000 2,691 6,728 10,092
John R. McCall 5,102 12/31/2000 2,041 5,102 7,653
Wayne T. Lucas 2,996 12/31/2000 1,198 2,996 4,494
Robert M. Hewett 2,592 12/31/2000 1,037 2,592 3,888
Michael R. Whitley 11,357 12/31/2000 4,543 11,357 17,036

- ------------------------

(1) The table indicates the number of performance units that are paid 50% in
stock and 50% in cash at maturation.

Each performance unit awarded represents the right to receive an amount
payable 50% in LG&E Energy Common Stock and 50% in cash on the date of
payout, the latter portion being payable in cash in order to facilitate the
payment of taxes by the recipient. The amount of the payout is determined by
the then-fair market value of LG&E Energy Common Stock. For awards made in
1998, the Long-Term Plan rewards executives on a three-year rolling basis
dependent upon the total shareholder return for shareholders. The target for
award eligibility requires that LG&E Energy shareholders earn a total return
at a preset level in comparison to that of the utility holding companies and
gas and electric utilities in LG&E Energy's Long-Term Plan Peer Group. The
Committee sets a contingent award for each management level selected to
participate in the Plan and such amount is the basis upon which incentive
compensation is determined. Depending on the level of achievement, the
participant can receive from zero to 150% of the contingent award amount.
Payments made under the Long-Term Plan in 1998 are reported in the summary
compensation table for the year of payout.

PENSION PLANS

The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under LG&E Energy's qualified
defined benefit pension plans, as well as non-qualified supplemental pension
plans that provide benefits that would otherwise be denied participants by
reason of certain Internal Revenue Code limitations for qualified plan benefits,
based on the remuneration that is covered under the plan and years of service
with KU, LG&E Energy and its subsidiaries:

1998 PENSION PLAN TABLE

YEARS OF SERVICE
------------------------------------------------------
REMUNERATION 15 20 25 30 OR MORE
- --------------- ------------ ------------ ------------ ------------

$ 100,000 $ 47,896 $ 47,896 $ 47,896 $ 55,665
$ 200,000 $ 111,896 $ 111,896 $ 111,896 $ 111,896
$ 300,000 $ 175,896 $ 175,896 $ 175,896 $ 175,896
$ 400,000 $ 239,896 $ 239,896 $ 239,896 $ 239,896
$ 500,000 $ 303,896 $ 303,896 $ 303,896 $ 303,896
$ 600,000 $ 367,896 $ 367,896 $ 367,896 $ 367,896
$ 700,000 $ 431,896 $ 431,896 $ 431,896 $ 431,896
$ 800,000 $ 495,896 $ 495,896 $ 495,896 $ 495,896
$ 900,000 $ 559,896 $ 559,896 $ 559,896 $ 559,896
$1,000,000 $ 623,896 $ 623,896 $ 623,896 $ 623,896
$1,100,000 $ 687,896 $ 687,896 $ 687,896 $ 687,896
$1,200,000 $ 751,896 $ 751,896 $ 751,896 $ 751,896
$1,300,000 $ 815,896 $ 815,896 $ 815,896 $ 815,896
$1,400,000 $ 879,896 $ 879,896 $ 879,896 $ 879,896
$1,500,000 $ 943,896 $ 943,896 $ 943,896 $ 943,896
$1,600,000 $ 1,007,896 $ 1,007,896 $ 1,007,896 $1,007,896
$1,700,000 $ 1,071,896 $ 1,071,896 $ 1,071,896 $1,071,896

A participant's remuneration covered by the Retirement Income Plan (the
"Retirement Income Plan") is his or her average base salary and short-term
incentive payment (as reported in the Summary Compensation Table) for the
five calendar plan years during the last ten years of the participant's
career for which such average is the highest. The estimated years of service
for each named executive employed by the Company at December 31, 1998 is as
follows: 32 years for Mr. Hale; 29 years for Mr. Lucas; 4 years for Mr.
McCall; 6 years for Mr. Staffieri and 30 years for Mr. Hewett. Benefits shown
are computed as a straight life single annuity beginning at age 65.

Current Federal law prohibits paying benefits under the Retirement Income
Plan in excess of $120,000 per year. Officers of LG&E, KU and LG&E Energy with
at least one year of service with either company are eligible to participate in
LG&E Energy's Supplemental Executive Retirement Plan (the "Supplemental
Executive Retirement Plan"), which is an unfunded supplemental plan that is not
subject to the $120,000 limit. Presently, participants in the Supplemental
Executive Retirement Plan consist of all of the eligible officers of LG&E, KU
and LG&E Energy. This plan provides generally for retirement benefits equal to
64% of average current earnings during the final 36 months prior to retirement,
reduced by Social Security benefits, by amounts received under the Retirement
Income Plan and by benefits from other employers. As part of its employment
agreement with Mr. Hale, LG&E established a separate Supplemental Executive
Retirement Plan. The special plan generally provides for a retirement benefit
for Mr. Hale of 2% for each of his first 20 years of service with LG&E Energy,
LG&E or with certain prior employers, 1.5% for each of the next 10 years of
service and 1% for each remaining year of service completed prior to age 65, all
multiplied by Mr. Hale's final 36 months average compensation, less benefits
payable from the Retirement Income Plan, benefits payable from any other
qualified or nonqualified plan sponsored by LG&E Energy, LG&E or certain prior
employers, and primary Social Security benefits. Under Mr. Hale's employment
agreement (see below), he may elect to commence payment of his retirement
benefits at age 50. If he retires prior to age 65, Mr. Hale's benefits will be
reduced by factors set forth in the employment agreement.

The estimated annual benefits to be received under the Retirement Income
Plan and the Supplemental Executive Retirement Plans upon normal retirement at
age 65 and after deduction of Social Security benefits will be $712,328 for Mr.
Hale; $122,371 for Mr. Lucas; $249,108 for Mr. McCall; $292,023 for Mr.
Staffieri; and $112,580 for Mr. Hewett.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT

ARRANGEMENTS AND CHANGE IN CONTROL PROVISIONS

On May 20, 1997, Mr. Hale entered into a new employment agreement with LG&E
Energy for services to be provided to LG&E Energy and its subsidiaries,
including LG&E and KU. This agreement became effective upon the May 4, 1998
consummation of the merger with KU Energy and has an initial term of five years
ending on May 4, 2003. Under the agreement, Mr. Hale is entitled to an annual
base salary of not less than $675,000, subject to annual review by the
Compensation Committee, and to participate in the Short-Term Plan and the
Long-Term Plan. Mr. Hale's agreement with LG&E Energy provides for a short-term
incentive target award of not less than 60% of base salary and long-term
incentive grants with a present value of not less than 110% of base salary to be
delivered two-thirds in the form of performance units/shares and one-third in
the form of non-qualified stock options. In addition, the agreement provides
that at the Company's expense a life insurance policy in the amount of not less
than $2 million shall be provided to Mr. Hale. LG&E Energy's Board of Directors
may terminate the agreement at any time and, if it does so for reasons other
than cause, LG&E Energy must pay Mr. Hale's base salary plus his target
short-term incentive award for the remaining term of his employment contract,
but not less than two years.

During 1998, officers of LG&E Energy and KU entered into revised change in
control agreements, which agreements generally provide for the benefits
described below. In the event of a change in control, all such officers of KU
and LG&E Energy shall be entitled to the following payments if, within
twenty-four months after such change in control, they are terminated for reasons
other than cause or disability, or their employment responsibilities are
altered: (i) all accrued compensation; (ii) a severance amount equal to 2.99
times the sum of (a) his or her annual base salary and (b) his or her bonus or
"target" award paid or payable pursuant to the Short-Term Plan. Payments may be
made to executives which would equal or exceed an amount which would constitute
a nondeductible payment pursuant to Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), or be subject to an excise tax imposed by Section
4999 of the Code and, in the latter case, KU and LG&E Energy will "gross up"
the applicable severance payments to the executive to cover any excise taxes
that may be due. The executive is entitled to receive such amounts in a lump-sum
payment within thirty days of termination. A change in control encompasses
certain mergers and acquisitions, changes in Board membership and acquisitions
of voting securities of LG&E Energy.

Also upon a change in control of LG&E Energy, all stock-based awards shall
vest 100%, and all performance-based awards, such as performance units and
performance shares, shall immediately be paid out in cash, based upon the extent
to which the performance goals have been met through the effective date of the
change in control or based upon the assumed achievement of such goals, whichever
amount is higher and prorated for the executive's deemed period of service
during the relevant performance period. Additionally, executives shall receive
continuation of certain welfare benefits and payments in respect of accrued but
unused vacation days and for out-placement assistance. During 1998, Michael R.
Whitley, former Vice Chairman and Chief Operating Officer received cash payments
before tax "gross up" of approximately $3.9 million, pursuant to existing
employment and change in control agreements, in addition to the stock-based
awards and other benefits described above, in connection with his departure from
KU.