<PAGE>

                                                                   Exhibit 99.02


                       LOUISVILLE GAS AND ELECTRIC COMPANY
                                       AND
                           KENTUCKY UTILITIES COMPANY
                        DIRECTOR AND OFFICER INFORMATION



         The outstanding stock of Louisville Gas and Electric Company ("LG&E")
is divided into three classes: Common Stock, Preferred Stock (without par
value), and Preferred Stock, par value $25 per share. At the close of business
on April 20, 2001, the following shares of each were outstanding:

<TABLE>
<S>                                                            <C>
    Common Stock, without par value..........................   21,294,223 shares
    Preferred Stock, par value $25 per share, 5% Series......      860,287 shares
    Preferred Stock, without par value, $5.875 Series........      250,000 shares
    Auction Series A (stated value $100 per share)...........      500,000 shares
</TABLE>

        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 April 20, 2001, the following shares of each were outstanding

<TABLE>
<S>                                                                      <C>
    Common Stock, without par value....................................   37,817,878 shares
    Preferred Stock, without par value (stated value $200 per share)
      4.75% Series.....................................................      200,000 shares
      6.53% Series.....................................................      200,000 shares
</TABLE>

         All of the outstanding LG&E Common Stock and KU Common Stock is owned
by LG&E Energy Corp. ("LG&E Energy"). Based on information contained in a
Schedule 13G originally filed with the Securities and Exchange Commission in
October 1998, AMVESCAP PLC, a parent holding company, reported certain holdings
in excess of five percent of LG&E's Preferred Stock. AMVESCAP PLC, with offices
at 1315 Peachtree Street, N.W., Atlanta, Georgia 30309, and certain of its
subsidiaries reported sole voting and dispositive power as to no shares and
shared voting and dispositive power as to 43,000 shares of LG&E Preferred Stock,
without par value, $5.875 Series, representing 17.2% of that class of Preferred
Stock. The reporting companies indicated that they hold the shares on behalf of
other persons who have the right to receive or the power to direct the receipt
of dividends or the proceeds of sales of the shares. No other persons or groups
are known by management to be beneficial owners of more than five percent of
LG&E's Preferred Stock.

As of April 20, 2001, all directors, nominees for director and executive
officers of LG&E and KU as a group beneficially owned no shares of LG&E
Preferred Stock or KU Preferred Stock.

<PAGE>

                    INFORMATION ABOUT DIRECTORS AND NOMINEES

         The following contains information as of April 20, 2001 (with certain
biographical information as of December 31, 2001), concerning the expected
nominees for directors, as well as the directors whose terms of office continue
after the annual meeting.


         On December 11, 2000, upon the closing of the merger transaction
involving Powergen and LG&E Energy, all members of the LG&E and KU Boards, with
the exception of Roger W. Hale, resigned, and the size of the Boards was fixed
at nine. Six Powergen directors, Paul Myners, Sir Frederick Crawford, Sidney
Gillibrand, Edmund Wallis, Dr. David K-P Li, and Roberto Quarta, and one
Powergen officer, David Jackson, were appointed to fill all but one of the
vacancies created by the above resignations.

         In January 2001, Roger W. Hale announced his resignation as a member
of the LG&E and KU Boards, effective April 30, 2001. Victor A. Staffieri and
Peter Hickson are expected to be appointed to fill the vacancies created by the
resignation of Roger W. Hale and the previously-existing vacancy.

         Therefore, at this Annual Meeting, it is anticipated that the
following nine persons will be proposed for election to the Board of Directors,
pursuant to Kentucky law requiring that directors appointed to fill vacancies
stand for re-election for the remainder of their unfulfilled terms at the next
meeting of shareholders at which directors are elected:


  FOR THREE-YEAR TERMS EXPIRING AT THE 2004 ANNUAL MEETING:  Paul Myners,
  Sir Frederick Crawford and David Jackson.

  FOR TWO-YEAR TERMS EXPIRING AT THE 2003 ANNUAL MEETING:  Edmund A. Wallis,
  Dr. David K-P Li and Roberto Quarta.

  FOR ONE-YEAR TERMS EXPIRING AT THE 2002 ANNUAL MEETING:  Sydney Gillibrand,
  Victor A. Staffieri and Peter Hickson.

NOMINEES FOR DIRECTORS WITH TERMS EXPIRING AT THE 2004 ANNUAL MEETING OF
SHAREHOLDERS

PAUL MYNERS (Age 52). Mr. Myners is Deputy Chairman of the Powergen plc Board,
and is the senior independent director, having been appointed on May 31, 1999.
Mr. Myners has been chairman of Gartmore Investment Management plc since 1987
and is also non-executive chairman of Guardian Media Group and is a member of
the Financial Reporting Council. He was formerly an executive director of
National Westminster Bank plc and a non-executive director of Celltech Group plc
and Orange plc. He was a non-executive director of PowerGen UK plc between 1990
and 1996.

SIR FREDERICK CRAWFORD (Age 69). Sir Crawford was appointed to the Powergen plc
Board on October 22, 1998, having been a non-executive director of Powergen UK
plc since June 1990. He is chairman of the Criminal Cases Review Commission and
a Fellow of the Royal Academy of Engineering. He has held appointments as

<PAGE>

Professor of Electrical Engineering at Stanford University, and as
Vice-Chancellor of Aston University for 16 years. He was formerly a
non-executive director of Legal and General Group plc and Rexam plc.

DAVID JACKSON (Age 47). Mr. Jackson is General Counsel and Company Secretary of
Powergen plc.

NOMINEES FOR DIRECTORS WITH TERMS EXPIRING AT THE 2003 ANNUAL MEETING OF
SHAREHOLDERS

EDMUND A. WALLIS (Age 61). Mr. Wallis is Chairman and Chief Executive of
Powergen plc., and was appointed to the Board on October 22, 1998, having been
Chief Executive of Powergen UK plc since March 1990 and Chairman since July
1996. He is a non-executive director of Mercury European Privatisation Trust plc
and a non-executive director of London Transport. Mr. Wallis resigned as Chief
Executive Officer of Powergen plc on February 21, 2001.

DR. DAVID K-P LI (Age 61). Dr. Li was appointed a director of Powergen plc on
October 22, 1998, having been a non-executive director of Powergen UK plc since
January 1998. He is chairman and chief executive of The Bank of East Asia
Limited, having been a director since 1997, and holds directorships of numerous
companies in the Far East and elsewhere, including The Hong Kong and China Gas
Company Limited.

ROBERTO QUARTA (Age 51). Mr. Quarta was appointed a director of Powergen plc on
October 22, 1998, having been a non-executive director of Powergen UK plc since
July 1996. Mr. Quarta is chief executive of BBA Group plc, having joined the
board in 1993, and has also been a director of BTR plc.

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

SYDNEY GILLIBRAND CBE (Age 66). Mr. Gillibrand was appointed a director of
Powergen plc on May 31, 1999. He is chairman of AMEC plc and TAG Aviation (UK)
and a non-executive director of ICL, and Messier-Dowty.

VICTOR A. STAFFIERI (Age 46). President and Chief Operating Officer of LG&E
Energy February 1999 to present; Chief Financial Officer of Energy and LG&E, May
1997 to February 2000; Chief Financial Officer of Kentucky Utilities May 1998 to
February 2000. President, Distribution Services Division of Energy December 1995
to May 1997; Senior Vice President, General Counsel and Public Policy of Energy
and LG&E From November 1992 to December 1993. Effective April 30, 2001, Mr.
Staffieri became Chief Executive Officer of Energy.

PETER HICKSON (Age 55). Mr. Hickson is Group Finance Director of Powergen plc.
He was appointed a director on June 19, 1998, having been Group Finance Director
of Powergen UK plc since July 1996. Prior to that, he was Group Finance Director
of MAI plc from 1991, having previously held senior positions in Tarmac and
United Scientific Holdings. He is also a non-executive director of Lex Service
plc.

                  INFORMATION CONCERNING THE BOARD OF DIRECTORS

         Prior to the Powergen-LG&E Energy merger, each member of the Board of
Directors of LG&E and KU was also a director of LG&E Energy. The committees of
the Board of Directors of LG&E and KU included an Audit Committee and a
Compensation Committee. During this period, the directors who were members of
the various committees of LG&E and KU served in the same capacity for purposes
of the LG&E Energy Boards of Directors. During 2000, there were a total of
seven meetings of the LG&E and KU Boards.

         Information concerning the Boards of Directors of LG&E and KU shown
below generally relates to the period prior to the completion of the
Powergen-LG&E Energy merger.

<PAGE>

COMPENSATION OF DIRECTORS

         Directors who were also officers of LG&E Energy or its subsidiaries
received no compensation in their capacities as directors. During 2000,
non-employee directors received a retainer of approximately $2,333 per month,
or $28,000 annually ($30,300 annually for committee chairmen), a fee for Board
meetings of $1,300 per meeting, a fee for each committee meeting of $1,150 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 during 2000.

         Prior to the Powergen-LG&E Energy merger, non-employee directors of
LG&E and KU could elect to defer all or a part of their fees (including
retainers, fees for attendance at regular and annual meetings, committee
meetings and travel compensation) pursuant to the LG&E Energy Corp. Deferred
Stock Compensation Plan. Each deferred amount was credited by LG&E Energy to a
bookkeeping account and then was converted into a stock equivalent on the date
the amount was credited. Following completion of the Powergen-LG&E Energy
merger, all share equivalents were converted into the right to receive the
merger consideration of $24.85 in cash per share and were paid out in
accordance with the terms of the plan.

         Prior to the Powergen-LG&E Energy merger, non-employee directors also
received stock options pursuant to the LG&E Energy Corp. Stock Option Plan for
Non-Employee. In connection with the Powergen-LG&E Energy merger, options held
by a director under this plan were converted at the director's election into
either options to acquired American Depositary Shares of Powergen (at an agreed
upon exchange ratio) or cash.

         As noted earlier, since the completion of the Powergen-LG&E Energy
merger, certain current members of the LG&E and KU boards also serve on the
Board of Directors of Powergen plc. In that capacity, these members received or
will receive certain compensation during 2000 and 2001. Information regarding
such compensation is incorporated by reference from Powergen's Annual Report on
Form 20-F for the year ended December 31, 2000 to be filed with the Securities
and Exchange Commission.

AUDIT COMMITTEE

         During 2000, the Audit Committee maintained direct contact with the
independent auditors and LG&E's and KU's Internal Auditor to review the
following matters pertaining to LG&E and KU: 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 two times during 2000. Since the
Powergen-LG&E Energy merger, the Audit Committee of the Board is composed of
Messrs. Sydney Gillibrand and Paul Myners and Sir Frederick Crawford.

REMUNERATION COMMITTEE

         Since the Powergen-LG&E Energy merger, the Remuneration Committee,
composed of non-employee directors, has succeded to certain of the functions
performed by the former Compensation Committee in connection with the
compensation of the executive officers of LG&E and KU. The Committee makes
recommendations regarding benefits provided to executive officers and the
establishment of various employee benefit plans. The former Compensation
Committee met three times during 2000. Since the Powergen-LG&E Energy merger,
the members of the Remuneration Committee are Messrs. Paul Myners, and Roberto
Quarta and Dr, K-P Li.

<PAGE>

                      REPORT OF THE REMUNERATION COMMITTEE

         FOLLOWING THE DECEMBER 11, 2000 COMPLETION OF THE MERGER TRANSACTION
INVOLVING LG&E ENERGY CORP. ("LG&E ENERGY") AND POWERGEN PLC ("POWERGEN"), A
REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF LOUISVILLE GAS AND ELECTRIC
COMPANY AND KENTUCKY UTILITIES COMPANY ("LG&E," "KU" OR, COLLECTIVELY, THE
"COMPANIES") WAS ESTABLISHED TO SUCCEED TO CERTAIN OF THE RELEVANT DUTIES
FORMERLY PERFORMED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
THE COMPANIES. THIS REPORT, ALTHOUGH ISSUED BY THE MEMBERS OF THE CURRENT
REMUNERATION COMMITTEE, PRIMARILY DESCRIBES ACTIONS TAKEN BY THE FORMER
COMPENSATION COMMITTEE AS CONSTITUTED DURING 2000. THE CURRENT REMUNERATION
COMMITTEE DOES NOT INCLUDE ANY INDIVIDUALS WHO WERE PREVIOUSLY ON THE
COMPENSATION COMMITTEE. AT PRESENT, THE MEMBERSHIP OF THE REMUNERATION COMMITTEE
OF LG&E IS THE SAME AS THE MEMBERSHIP OF THE REMUNERATION COMMITTEE OF THE BOARD
OF DIRECTORS OF POWERGEN.

         The former Compensation Committee was comprised wholly of non-employee
directors of LG&E Energy, LG&E and KU and made all decisions regarding the
compensation of LG&E Energy's, LG&E's and KU's executive officers, including the
setting of base pay and the administration of LG&E Energy's Omnibus Long-Term
Incentive Plan (the "Long-Term Plan") and Short-Term Incentive Plan (the
"Short-Term Plan"), each as defined herein. The current Remuneration Committee
is comprised entirely of non-employee directors of LG&E, KU and Powergen.

         The Companies' executive compensation program and the target awards and
opportunities for executives are designed to be competitive with the
compensation and pay programs of comparable companies, including utilities,
utility holding companies and companies in general industry nationwide. The
executive compensation program has been developed and implemented over time
through consultation with, and upon the recommendations of, recognized executive
compensation consultants. The Remuneration Committee and the Board of Directors
have continued access to such consultants as desired, and are provided with
independent compensation data for their review.

         Set forth below is a report addressing LG&E's and KU's compensation
policies during 2000 for their officers, including the executive officers named
in the following tables. In many cases, the executive officers also serve in
similar capacities for affiliates of LG&E and KU, including LG&E Energy. For
each of the executive officers of LG&E and KU, the policies and amounts
discussed below are for all services to LG&E, KU and their affiliates, during
the period prior to the Powergen transaction.


COMPENSATION PHILOSOPHY

         During 2000, LG&E's and KU's executive compensation program had three
major components: (1) base salary; (2) short-term or annual incentives; and (3)
long-term incentives. The Companies developed their executive compensation
program to focus on both short-term and long-term business objectives that are
designed to enhance overall shareholder value. The short-term and long-term
incentives were premised on the belief that the interests of executives should
be closely aligned with those of LG&E Energy's shareholders. Based on this
philosophy, these two portions of each executive's total compensation package
were placed at risk and were linked to the accomplishment of specific results
that were designed to benefit LG&E Energy's shareholders in both the short-term
and long-term. Under this pay-for-performance approach, a highly competitive
level of compensation could be earned in years of strong performance.
Conversely, in years of below-average performance, compensation might decline
below competitive benchmarks.

         The executive compensation program also recognized that the Companies'
compensation practices must be competitive not only with utilities and utility
holding companies, but also with companies in general industry to ensure that a
stable and successful management team can be recruited and retained. The
Compensation Committee believed


<PAGE>

that the Companies' most direct competitors for executive talent are not limited
to the companies that would be included in the utility industry index against
which shareholder returns may be compared. For this reason, the various
compensation peer groups as discussed below, were not the same as the utility
industry index in the Comparison of Five-Year Total Return graph included in any
applicable proxy statement.

         Pursuant to this competitive market positioning philosophy, in
establishing compensation levels for all executive positions for 2000, the
former Compensation Committee reviewed competitive compensation information for
general industry companies with revenue between $2 - $4 billion (the "Survey
Group") and established targeted total direct compensation (base salary plus
short-term incentives and long-term incentives) for each executive for 2000 to
approach the 50th percentile of the competitive range from the Survey Group.
Salaries, short-term incentives and long-term incentives for 2000 are described
below.

         The 2000 compensation information set forth in other sections of this
proxy statement, particularly with respect to the tabular information presented,
reflects the considerations set forth in this report. The Base Salary,
Short-Term Incentives, and Long-Term Incentives sections that follow address the
compensation philosophy for 2000 for all executive officers except for Mr. Roger
W. Hale. Mr. Hale's compensation was determined in accordance with the terms of
his employment agreement (See "Chief Executive Officer Compensation" for a
description of his 2000 compensation).

BASE SALARY

         The base salaries for LG&E and KU executive officers for 2000 were
designed to be competitive with the Survey Group at approximately the 50th
percentile of the base salary range for executives in similar positions with
companies in the Survey Group. Actual base salaries were determined based on
individual performance and experience.

SHORT-TERM INCENTIVES

         The Short-Term Plan provided for Company Performance Awards and
Individual Performance Awards, each of which is expressed as a percentage of
base salary and each of which is determined independent of the other. The former
Compensation Committee established the performance goals for the Company
Performance Awards and Individual Performance Awards at the beginning of the
2000 performance year. Payment of Company Performance Awards for executive
officers was based 100% on Net Income Available for Common Stock ("NIAC"),
including certain adjustments deemed appropriate by the Committee. Payment of
Individual Performance Awards was based 100% on Management Effectiveness, which
includes a customer satisfaction element for certain participants. The awards
varied within the executive officer group based upon the nature of each
individual's functional responsibilities.

         For 2000, the Company Performance Award targets for executive officers
ranged from 21% to 36% of base salary, and the Individual Performance Award
targets ranged from 14% to 24% of base salary. Both awards were established to
be competitive with the 50th percentile of such awards granted to comparable
executives employed by companies in the Survey Group. The individual officers
were eligible to receive from 0% to 175% of their targeted amounts, dependent
upon Company and individual performance during 2000 as measured by NIAC with
regard to Company Performance Awards, and were eligible to receive from 0% to
175% of their targeted amounts dependent upon individual performance as measured
by Management Effectiveness with regard to Individual Performance Awards.

         Using LG&E Energy and subsidiaries performance to date, in December
2000, in connection with the pending completion of the LG&E Energy-Powergen
merger, the former Compensation Committee determined and established projected
annual performance against targets for Company Performance Awards. Effective
with the merger, the Short-Term Plan was then terminated and, using the
projected performance, Company Performance Awards for 2000 to the


<PAGE>

executive officers were paid ranging from 24.7% to 45%, of base salary. Payouts
for the Individual Performance Awards to the executive officers ranged from 25%
to 42%, of base salary.

LONG-TERM INCENTIVES

         Pursuant to its terms, the Long-Term Plan was administered by a
committee of not less than three non-employee directors of LG&E Energy who were
appointed by the Board of Directors. During 2000, the Compensation Committee
performed this function. The Long-Term Plan provided for the grant of any or all
of the following types of awards: stock options, stock appreciation rights,
restricted stock, performance units and performance shares. In 2000, the former
Compensation Committee chose to award stock options and performance units to
executive officers.

         The Compensation Committee determined the competitive long-term grants
to be awarded for each executive based on the long-term awards for the 50th
percentile of the Survey Group. The aggregate expected value of the stock
options and performance units (delivered approximately 40% in the form of
performance units and 60% in the form of nonqualified stock options in 2000) was
intended to approach the expected value of long-term incentives payable to
executives in similar positions with companies in the 50th percentile of the
Survey Group, depending upon achievement of targeted Company performance.

         Stock options were granted to executive officers and senior management
during the first quarter of 2000 at an exercise price equal to the fair market
value at the time of grant and were subject to a one-year vesting requirement.
During the year, newly hired or promoted officers were also eligible to receive
pro-rated stock option grants under the Long-Term Plan. Since options were
granted with an exercise price equal to the market value of LG&E Energy's common
stock at the time of grant, they provide no value unless LG&E Energy's stock
price increases after the grants are awarded. Once the options vest, they are
exercisable over a nine-year term. These awards are thus tied to stock price
appreciation in excess of the stock's value at time of grant, rewarding
executives as if they shared in the ownership of LG&E Energy. The estimated
number of shares subject to options was determined by taking the expected value
to be provided in options, as determined above, and dividing that amount by the
estimated current value of an option using a variation of the Black-Scholes
option pricing methodology provided by the outside compensation consultant.
Prior awards were not considered when making new grants. The actual number of
options granted were then determined by approximating the average by officer
level within LG&E Energy. Pursuant to the Plan's provisions, all outstanding
options vested in June 2000 upon shareholder approval of the LG&E
Energy-Powergen merger. At the time of the merger, all outstanding options were
converted, at the election of the holder, into options to acquire Powergen ADRs
or cash based upon the difference between the option exercise price and the per
share merger consideration amount.

         The number of performance units granted was determined by taking the
amount of the executive's long-term award to be delivered in performance units
(adjusted on a present value basis), as determined above, and dividing that
amount by the fair market value of LG&E Energy common stock on the date of the
grant. The future value of the performance units was substantially dependent
upon the changing value of LG&E Energy's common stock in the marketplace. Each
executive officer was entitled to receive from 0% to 150% of the performance
units contingently awarded to the executive based on LG&E Energy's total
shareholder return over a three-year period (defined as share price increase
plus dividends paid, divided by share price at beginning of the period) measured
against the total shareholder return for such period ("TSR") by a peer group
selected by the Committee. The peer group for measuring LG&E Energy's TSR
performance (the "Long-Term Plan Peer Group") consisted of approximately 80
utility holding companies and gas and electric utilities.(1)

         Pursuant to the change in control provisions of the Long-Term Plan,
payouts of the three open performance period awards under the Long-Term Plan
occurred in June 2000 upon shareholder approval of the LG&E Energy-Powergen
merger. These payouts were based on LG&E Energy's performance through that time
for each of the partially completed 1998-2000, 1999-2001 and 2000-2002
performance periods, respectively. For such periods, LG&E


<PAGE>

Energy's performance was at the 57th, 46th, and 97th percentiles, respectively,
of its comparison group with respect to TSR.

OTHER

         In connection with the LG&E Energy-Powergen merger, Messrs. Staffieri,
McCall and Newton entered into revised employment and severance agreements.
These agreements are discussed under "Employment Contracts and Termination of
Employment Arrangements and Change in Control Provisions". In consideration for
the cancellation of their prior agreements, the officers received payments
described in that section. These payments are included in the "All Other
Compensation" column in the Summary Compensation Table. Mr. Duncan, who resigned
effective January 31, 2001, did not receive a payment at the time of the merger,
but received a payment of $2,017,683 in January 2001 pursuant to the terms of
his existing change in control and non-disclosure and confidentiality
agreements.

Chief Executive Officer Compensation

         The compensation of the Chief Executive Officer of LG&E and KU, Mr.
Roger W. Hale, was governed by the terms of an employment agreement. Following
commencement of his service with LG&E in April 1989, Mr. Hale's employment
agreement has been periodically updated by the Board to recognize his
fundamental role in establishing LG&E Energy as a national and international
diversified energy services company. Mr. Hale's 1998 employment agreement (the
"1998 Agreement") provided for a five year term ending on May 4, 2003. As part
of the LG&E Energy-Powergen merger, Powergen, LG&E Energy and Mr. Hale entered
into a new employment agreement dated February 25, 2000 (the "2000 Agreement")
which became effective on December 11, 2000 at the effective time of the LG&E
Energy-Powergen merger. In consideration for the cancellation of his 1998
Agreement and associated change in control provisions, Mr. Hale received a
payment equal to the severance benefits he would have been entitled to if he had
terminated his employment following the merger. This payment is included in the
"All Other Compensation" column in the Summary Compensation Table. (See
"Employment Contracts and Termination of Employment Arrangements and Change in
Control Provisions".)

         The 1998 Agreement established the minimum levels of Mr. Hale's 2000
compensation, although the former Compensation Committee retained discretion to
increase such compensation. For 2000, the Compensation Committee compared Mr.
Hale's compensation to that of chief executive officers of companies contained
in the Survey Group including electric and gas utilities and utility holding
companies with comparable revenues, market capitalization and asset size. In
setting long-term awards, the Companies also considered survey data from various
compensation consulting firms. Mr. Hale also received Companies' contributions
to the savings plan, similar to those of other officers and employees. Details
of Mr. Hale's 2000 compensation are set forth below.

BASE SALARY. Mr. Hale was paid a total base salary of $816,200 during 2000. This
amount was based upon the minimum salary amount provided in the 1998 Agreement,
plus prior increases awarded by the Compensation Committee. The Compensation
Committee, in determining Mr. Hale's annual salary, including increases, focused
on his individual performance (including his management effectiveness, as
described below), the growth of LG&E Energy and the compensation provided to
other LG&E Energy, LG&E and KU officers. The 2000 increase, granted in February
2000, was 6% .

SHORT-TERM INCENTIVES. Mr. Hale's target short-term incentive award was 70% of
his 2000 base salary. As with other executive officers receiving short-term
incentive awards, Mr. Hale was eligible to receive more or less than the
targeted amount, based on Company performance and individual performance. His
2000 short-term incentive payouts were based 60% on achievement of Company
Performance Award targets and 40% on achievement of Individual Performance Award
targets.

         For 2000, the Company Performance Award payout for Mr. Hale was 49.5%
of his 2000 base salary and the


<PAGE>

Individual Performance Award payout was 45% of his 2000 base salary. As with the
other executive officers, in connection with the LG&E Energy-Powergen merger,
the Company Performance Award was calculated based upon projected annual Company
performance as described under the heading "Short-Term Incentives." In
determining the Individual Performance Award, the Compensation Committee
considered Mr. Hale's effectiveness in several areas including the financial and
operational performance of LG&E Energy, LG&E, KU and other subsidiaries,
customer satisfaction ratings, Company growth and the successful negotiation and
completion of the LG&E Energy-Powergen transaction, as well as other measures.

LONG-TERM INCENTIVE GRANT. In 2000, Mr. Hale received 190,000 options and 55,307
performance units for the 2000-2002 performance period. These amounts were
determined in accordance with the terms of his 1998 Agreement and provide
expected value representing approximately 175% of his base salary. The terms of
the options and performance units (including the manner in which performance
units are earned) for Mr. Hale are the same as for other executive officers, as
described under the heading "Long-Term Incentives."

LONG-TERM INCENTIVE PAYOUT. As with other executive officers, in connection with
the LG&E Energy-Powergen merger, Mr. Hale's Company Performance Awards were
calculated based upon LG&E Energy's performance during the partially completed
1998-2000, 1999-2001 and 2000-2002 periods, respectively, as described under the
heading "Long-Term Incentives." For such periods, LG&E Energy's performance was
at the 57th, 46th, and 97th, percentiles, respectively, of its comparison group
with respect to TSR.

CONCLUSION

         The former Compensation Committee believed that the Company's executive
compensation system served the interests of the Company and its stakeholders
effectively during 2000. The Remuneration Committee looks forward to its
responsibilities with respect to the Company's executive compensation system and
will continue to monitor and revise the compensation policies as necessary to
ensure that the Company's compensation system continues to meet the needs of the
Company and its stakeholders.

MEMBERS OF THE REMUNERATION COMMITTEE

Paul Myners, Chairman
Dr. David K-P Li
Roberto Quarta

-----------

(1)      While similar, the utilities and holding companies that are in the
         Long-Term Plan Peer Group are not necessarily the same as those in the
         Standard & Poor's Utility Index used in the Company Performance Graph
         or the Survey Group. Nevertheless, in the judgment of the Compensation
         Committee, the companies in the Long-Term Plan Peer Group continue to
         represent the appropriate peer group for performance unit compensation
         purposes.


<PAGE>


EXECUTIVE COMPENSATION AND OTHER INFORMATION

         The following table shows the cash compensation paid or to be paid by
Louisville Gas and Electric Company ("LG&E"), Kentucky Utilities Company ("KU")
or their parent, LG&E Energy Corp. ("LG&E Energy"), 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 LG&E and KU who were
serving as such at December 31, 2000, as required, in all capacities in which
they served LG&E Energy or its subsidiaries during 1998, 1999 and 2000:

<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE


                                                                           LONG-TERM COMPENSATION
                                                                            ----------------------
                                     ANNUAL COMPENSATION                AWARDS                      PAYOUTS
                                ----------------------------    -----------------------    -------------------------
                                                                 OTHER        RESTRICTED    SECURITIES                ALL OTHER
                                                                 ANNUAL         STOCK       UNDERLYING      LTIP       COMPEN-
          NAME AND              YEAR     SALARY       BONUS      COMP.         AWARDS      OPTIONS/SARS    PAYOUTS     SATION
      PRINCIPAL POSITION                   ($)         ($)        ($)            ($)           (#)         ($)(1)        ($)
      ------------------        ----     -------      ------   ---------    ------------   -------------  ---------- ------------
<S>                            <C>       <C>         <C>       <C>          <C>             <C>           <C>         <C>
Roger W. Hale                   2000      816,200     803,761   3,546,581(2)         --       190,000      3,870,758   5,085,473(3)
  Chairman of the Board and     1999      770,000     703,800      47,599     2,919,489(4)    102,122              0      55,596
  Chief Executive Officer       1998      700,000     649,800      32,301            --       133,588        821,272      36,191


Victor A. Staffieri             2000      460,000     388,277      24,247       262,880(5)     90,000      1,051,694     640,160(3)
   President and Chief          1999      400,000     324,600      22,730            --        53,050              0      20,604
   Operating Officer            1998      300,000     150,461      10,269            --        45,802        166,611      15,590

John R. McCall                  2000      325,000     228,605      18,177       172,028(5)     40,000        570,565     677,097(3)
  Executive Vice President,     1999      300,000     204,930       7,171            --        31,830              0      17,252
  General Counsel and           1998      260,000     140,399       7,870            --        34,733         96,635      15,582
  Corporate Secretary

Frederick J. Newton III         2000      272,000     191,325      14,970       143,974(5)     30,000        356,334     814,961(3)
  Senior Vice President         1999      255,000     171,641       6,731            --        12,219              0       8,712
  and Chief Administrative      1998      217,100      99,253      69,229            --        14,875             --       3,328
  Officer

R. Foster Duncan                2000      342,000     240,563      29,240            --        60,000        720,739      24,596(3)
  Executive Vice President      1999      325,000     215,788      52,440            --        34,483              0      15,623
  And Chief Financial           1998      262,903     210,000      69,687(7)         --        81,221             --       4,785
  Officer (6)
</TABLE>


<PAGE>

-----------

(1)      Year 2000 amounts reflect acceleration of the 1998-2000, 1999-2001 and
         the 2000-2002 open cycles upon a change in control event as defined in
         the plan as a result of the LG&E Energy-Powergen merger. Due to Company
         stock performance compared to peer group, no Long-Term Plan payouts
         were made for 1997-1999 performance cycle. The 1998 amounts reflect the
         payment of the 1996-1998 award.

(2)      Other Annual Compensation includes $63,693 for business spousal
         travel and personal use of corporate aircraft, and $3,470,524
         in tax gross-up.

(3)      Includes employer contributions to 401(k) plan, nonqualified thrift
         plan, employer paid life insurance premiums, and retention/termination
         payments in 2000 as follows: Mr. Hale $4,910, $40,690, $32,950 and
         $5,006,923, respectively; Mr. Staffieri $5,018, $30,129 $4,973 and
         $600,000, respectively; Mr. Duncan $5,018, $18,843, $735 and $0,
         respectively; Mr. McCall $5,115, $17,642, $4,340 and $650,000,
         respectively; and Mr. Newton $4,003, $9,896, $1,062 and $800,000,
         respectively. The retention/termination payments are discussed in
         "Employment Contracts and Termination of Employment Arrangements and
         Change in Control Provisions".

(4)      Amount shown represents dollar value of restricted stock awards,
         determined by multiplying the number of shares by the closing market
         price as of the receipt date of grant. After the effective date of the
         LG&E Energy-Powergen merger, pursuant to his 2000 Agreement, Mr. Hale's
         147,382 restricted shares were converted to receive the merger
         consideration of $24.85 per share payable in respect of all outstanding
         shares of former LG&E Energy Common Stock. Income tax was payable upon
         the awards at the time of the satisfaction of this right.

(5)      Amount shown represents the dollar value of restricted Powergen ADR
         awards, determined by multiplying the number of ADRs in each award by
         the closing market price as of the effective date of the LG&E
         Energy-Powergen merger. These awards do not represent
         currently-realizable compensation to Mr. Staffieri, Mr. McCall, and Mr.
         Newton. Pursuant to the terms of the named executives' employment
         agreements, the restricted Powergen ADRs are forfeitable upon
         termination of employment prior to 18 months, without good reason or
         for cause. Dividends on the restricted ADRs are payable upon vesting,
         without interest. At December 31, 2000, the restricted ADR holdings
         were Mr. Staffieri 7,688 ADRs ($303,215), Mr. McCall 5,031ADRs
         ($198,423) and Mr. Newton 4,211 ADRs ($166,082), respectively.

(6)      Mr. Duncan resigned from service effective January 31, 2001

(7)      Reported compensation is only for a portion of the year. Mr. Duncan
         joined LG&E Energy on January 12, 1998. "Other Annual Compensation" for
         that year includes a relocation payment of $68,686.


<PAGE>




                             OPTION/SAR GRANTS TABLE
                      OPTION/SAR GRANTS IN 2000 FISCAL YEAR

         The following table contains information at December 31, 2000, with
respect to grants of former LG&E Energy common stock options and stock
appreciation rights (SARs) to the named executive officers:

<TABLE>
<CAPTION>

                        INDIVIDUAL GRANTS                                                                POTENTIAL
                        -----------------                                                           REALIZABLE VALUE AT
                                                                                                       ASSUMED ANNUAL
                                                                                                       RATES OF STOCK
                                                                                                     PRICE APPRECIATION
                                                                                                      FOR OPTION TERM
                                                                                                  ---------------------
                             NUMBER OF          PERCENT OF
                            SECURITIES           TOTAL           EXERCISE
                            UNDERLYING        OPTIONS/SARS       OR BASE
                           OPTIONS/SARS        GRANTED TO         PRICE
                             GRANTED          EMPLOYEES IN         ($/         EXPIRATION
         NAME                (#) (1)          FISCAL YEAR         SHARE)          DATE        0%($)        5% ($)        10%($)
         ----              -------------      -------------     ----------    ----------     ------      ---------     ---------
<S>                      <C>                  <C>               <C>           <C>           <C>       <C>            <C>
Roger W. Hale                 190,000              21.6%          16.94         02/02/2010      0        2,024,160      5,129,619
Victor A. Staffieri            90,000              10.2%          16.94         02/02/2010      0          958,813      2,429,820
John R. McCall                 40,000               4.5%          16.94         02/02/2010      0          426,139      1,079,920
Frederick J. Newton            30,000               3.4%          16.94         02/02/2010      0          319,604        809,940
R. Foster Duncan               60,000               6.8%          16.94         02/02/2010      0          639,208      1,619,880
</TABLE>

-----------

(1)      Former LG&E Energy common stock options were awarded at fair market
         value at time of grant. In connection with the LG&E Energy-Powergen
         merger, these options were converted into options to acquire Powergen
         ADRs. The options are exercisable over a ten-year term from their
         original grant date.


<PAGE>



                  OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
               AGGREGATED OPTION/SAR EXERCISES IN 2000 FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES

         The following table sets forth information with respect to the named
executive officers concerning the exercise and cashout of LG&E Energy common
stock options during 2000 and the value of unexercised Powergen ADR options and
SARs held by them as of December 31, 2000:

<TABLE>
<CAPTION>

                                                          NUMBER OF                    VALUE OF
                                                         SECURITIES                   UNEXERCISED
                                                         UNDERLYING                   IN-THE-MONEY
                             SHARES                     UNEXERCISED                  OPTIONS/SARS AT
                            ACQUIRED      VALUE         OPTIONS/SARS                     FY-END
                          ON EXERCISE    REALIZED         AT FY-END (#)                  ($)(1)
   NAME                        (#)         ($)      EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
   ----                   -----------   ----------  -------------------------   ------------------------
<S>                     <C>             <C>        <C>                          <C>
Roger W. Hale               459,630      2,000,789          74,864/0                   322,664/--
Victor A. Staffieri         246,338      1,229,426          38,890/0                   167,616/--
John R. McCall               62,046        410,832          60,235/0                   363,280/--
Frederick J. Newton          30,000        237,300          27,094/0                   111,154/--
R. Foster Duncan             60,000        487,350          84,819/0                   530,800/--
</TABLE>

-----------

(1)      As discussed in the prior table, as a result of the LG&E
         Energy-Powergen merger, outstanding LG&E Energy options were converted
         into options to acquire Powergen ADRs. Dollar amounts reflect market
         value of Powergen ADRs at year-end, minus the exercise price.


<PAGE>



                      LONG-TERM INCENTIVE PLAN AWARDS TABLE
               LONG-TERM INCENTIVE PLAN AWARDS IN 2000 FISCAL YEAR

         The following table provides information concerning awards made in 2000
to the named executive officers under the Long-Term Plan.

<TABLE>
<CAPTION>


                                             ESTIMATED FUTURE PAYOUTS UNDER
                                               NON-STOCK PRICE BASED PLANS
                                                 (NUMBER OF SHARES) (1)
                                             ------------------------------
                              NUMBER       PERFORMANCE OR
                             OF SHARES,      OTHER PERIOD
                              UNITS OR           UNTIL
                               OTHER         MATURATION
         NAME                 RIGHTS        OR PAYOUT(1)           THRESHOLD(#)        TARGET(#)       MAXIMUM(#)
         -----              ----------     ---------------         -------------       ----------      ----------
<S>                        <C>            <C>                    <C>                <C>                <C>
Roger W. Hale                  55,307         12/31/2002              22,123          55,307            82,961
Victor A. Staffieri            18,308         12/31/2002               7,323          18,308            27,462
John R. McCall                  8,482         12/31/2002               3,393           8,482            12,723
Frederick J. Newton             6,004         12/31/2002               2,402           6,004             9,006
R. Foster Duncan               11,651         12/31/2002               4,660          11,651            17,477
</TABLE>

-----------

(1)      Pursuant to the terms of the awards, the performance periods were
         accelerated upon the change in control resulting from the LG&E
         Energy-Powergen merger and were paid in cash on June 7, 2000 the date
         of shareholder approval of the merger.


         Each performance unit awarded represented 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 was to be determined
by the then-fair market value of LG&E Energy common stock. For awards made in
2000, the Long- Term Plan awards were intended to reward executives on a
three-year rolling basis dependent upon the total shareholder return for
shareholders. The target for award eligibility required 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 the Long-Term Plan
Peer Group. The Committee set a contingent award for each management level
selected to participate in the Plan and such amount was the basis upon which
incentive compensation was to be determined. Depending on the level of
achievement, the participant would receive from zero to 150% of the contingent
award amount. As a result of the LG&E Energy-Powergen merger, awards were
accelerated and paid out based upon performance to that date. Payments made
under the Long-Term Plan in 2000 are reported in the summary compensation table
for the year of payout.


<PAGE>




EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
ARRANGEMENTS AND CHANGE IN CONTROL PROVISIONS

         On May 20, 1997, Mr. Hale entered into an employment agreement (the
"1998 Agreement") with LG&E Energy for services to be provided to LG&E Energy
and its subsidiaries, including LG&E and KU. The 1998 Agreement had an effective
date of May 5, 1998 and an initial term of five years ending on May 4, 2003. In
connection with the LG&E Energy-Powergen merger, Powergen, LG&E Energy and Mr.
Hale entered into a new employment agreement dated as of February 25, 2000 (the
"2000 Agreement"), which replaced the 1998 Agreement and was effective on
December 11, 2000 for an initial term of three years ending on December 11,
2003.

         Under the 2000 Agreement, Mr. Hale is entitled to an annual base salary
of not less than $816,200, subject to annual review by the Powergen Remuneration
Committee, and to participate in the Short-Term Plan and the Long-Term Plan. The
2000 Agreement provides for a short-term incentive target award of not less than
70% of base salary and long-term incentive grants with a present value of not
less than 175% of base salary to be delivered 40% in the form of performance
units/shares and 60% in the form of non-qualified stock options. In addition,
the agreement provides that a life insurance policy in the amount of not less
than $2 million shall be provided to Mr. Hale at LG&E Energy's expense.

         During 2000, in connection with the LG&E Energy-Powergen merger,
Messrs. Staffieri, McCall and Newton entered into revised employment and
severance agreements, which were subsequently amended prior to the effectiveness
of the merger, with two year terms, each containing change in control
provisions, which agreements generally provide for the benefits described below.
These officers of the Companies shall be entitled to the following payments if
they are terminated for reasons other than cause or disability or death, or
their employment responsibilities are altered: (A) acceleration of scheduled
retention payments in the aggregate amounts of $2,392,330, $1,265,944 and
$670,052, respectively; (B) a cash payment of $262,835, $172,028 and $143,974,
respectively, and the vesting of the restricted Powergen ADR's and dividends
described in the Summary Compensation Table contained in this proxy statement;
and (C) an amount not less than the sum of (1) his annual base salary and (2)
his bonus or "target" award paid or payable, prorated for the number of months
remaining in the term of the employment period (which payment shall be increased
to 2.99 times the sum of (1) and (2) in the event of a termination following a
change in control of Powergen). In addition, such officers will receive, upon
the earlier to occur of (a) a change in control of Powergen or (b) the 18 month
anniversary of their employment agreement, the amounts described in clauses (A)
and (B) above.

         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 Code, if any. Additionally, executives shall receive continuation of
certain welfare benefits and payments in respect of accrued but unused vacation
days and for out-placement assistance. A change in control encompasses certain
merger and acquisition events, changes in board membership and acquisitions of
voting securities of Powergen.

         At the effective time of the LG&E Energy-Powergen merger, in
consideration for the cancellation of his 1998 Agreement and associated change
in control provisions, Mr. Hale received a payment of approximately $5,006,923
(net of payments to reimburse him for the payment of excise taxes). Such amount
was equal to the cash severance amounts to which Mr. Hale would have been
entitled under such provisions had he terminated his employment following
closing of the merger. In addition, upon the effectiveness of the merger,
restrictions on each share of restricted stock granted to Mr. Hale under the
Long-Term Plan were removed and each such share, as with other outstanding
shares of LG&E Energy common stock, was converted into the right to receive the
merger consideration of $24.85 per share, without interest. See "SUMMARY
COMPENSATION TABLE" .


<PAGE>

         At the effective time of the LG&E Energy-Powergen merger, in
consideration for the cancellation of their prior change in control agreements,
Messrs. Staffieri, McCall and Newton received payments of approximately
$600,000, $650,000 and $800,000, respectively, (net of payments to reimburse for
the payment of excise taxes). Mr. Duncan, who resigned in January 2001, received
a payment of $2,017,683 pursuant to the terms of his existing change in control
and non-disclosure and confidentiality agreements.

         Mr. Hale has announced his current intention to retire from service to
the Company on or about April 30, 2001. In the event Mr. Hale retires in
accordance with such announcement, he will receive, under the 2000 Agreement and
in consideration for the termination of his 1998 Agreement which provided him
with a supplemental retirement benefit, a new supplemental retirement benefit in
an annual amount equal to 50% of the sum of his base salary and annual target
bonus as in effect on the date of his retirement. He will receive no additional
severance benefits. In the event of a termination of Mr. Hale's employment under
circumstances other than his retirement as described above, were such event to
occur, the 2000 Agreement provides for payment of certain severance and
additional retirement benefits.