LOUISVILLE GAS & ELECTRIC CO /KY/, DEF 14A, 1996-03-13

LOUISVILLE GAS & ELECTRIC CO /KY/
DEF 14A, 1996-03-13
ELECTRIC & OTHER SERVICES COMBINED

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

LOUISVILLE GAS AND ELECTRIC COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[LOGO]
March 13, 1996

Dear Louisville Gas and Electric Company shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Louisville Gas and Electric Company, to be held April 23, 1996, at 10:00 a.m.,
E.D.T. at the Hyatt Regency Louisville, 320 W. Jefferson Street, Louisville,
Kentucky.

Business matters to be acted upon at the meeting are the election of four
directors to three-year terms expiring in 1999, approval of the independent
auditors for 1996, and the transaction of any other business properly brought
before the meeting. We will also report on the progress of LG&E, and
shareholders will have the opportunity to present questions of general interest.

We encourage you to read the proxy statement carefully and complete, sign
and return your proxy in the envelope provided, even if you plan to attend the
meeting. Returning your proxy to us will not prevent you from voting in person
at the meeting, or from revoking your proxy and changing your vote at the
meeting, if you are present and choose to do so.

If you plan to attend the Annual Meeting, please check the box on the proxy
card indicating that you plan to attend the meeting. Please bring the Admission
Ticket, which forms the top portion of the form of proxy, to the meeting with
you. If you wish to attend the meeting but do not have an Admission Ticket, you
will be admitted to the meeting after presenting personal identification and
evidence of ownership.

The directors and officers of LG&E appreciate your continuing interest in
the business of LG&E. We hope you can join us at the meeting.

Sincerely,

[SIGNATURE]
Roger W. Hale
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
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[LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Louisville Gas and Electric Company
("LG&E"), a Kentucky corporation, will be held at the Hyatt Regency Louisville,
320 West Jefferson Street, Louisville, Kentucky, on Tuesday, April 23, 1996, at
10:00 a.m., E.D.T. for the following purposes:

1. To elect four directors, each for a three-year term expiring in 1999;

2. To approve and ratify the appointment of Arthur Andersen LLP as
independent auditors of LG&E for 1996; and

3. To transact such other business as may properly come before the meeting.

The close of business on February 15, 1996, has been fixed by the Board of
Directors as the record date for determination of shareholders entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.

You are cordially invited to attend the meeting. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY IN THE
REPLY ENVELOPE AS SOON AS POSSIBLE. Your cooperation in signing and promptly
returning your proxy is greatly appreciated.

By Order of the Board of Directors,
John R. McCall, Secretary
Louisville Gas and Electric Company
220 West Main Street
Louisville, Kentucky 40202
March 13, 1996
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 1996
----------------------

The Board of Directors of LG&E hereby solicits your proxy, and asks that you
vote, sign, date and promptly mail the enclosed proxy card for use at the Annual
Meeting of Shareholders to be held April 23, 1996, and at any adjournment of
such meeting. The meeting will be held at the Hyatt Regency Louisville, 320 West
Jefferson Street, Louisville, Kentucky. This proxy statement and the
accompanying proxy were first mailed to shareholders on or about March 13, 1996.

If you plan to attend the meeting, please check the box on the proxy card
indicating that you plan to attend the meeting. Please bring the Admission
Ticket, which forms the top portion of the form of proxy, to the meeting with
you. Shareholders who do not have an Admission Ticket, including beneficial
owners whose accounts are held by brokers or other institutions, will be
admitted to the meeting upon presentation of personal identification and, in the
case of beneficial owners, proof of ownership.

The outstanding stock of 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 February 15, 1996, the record date for the
Annual Meeting, the following shares of each were outstanding:

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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
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All of the outstanding LG&E Common Stock is owned by LG&E Energy Corp. ("LG&E
Energy"). No persons or groups are known by management to be beneficial owners
of more than five percent of LG&E's Preferred Stock. As of February 15, 1996,
all Directors, nominees for director and executive officers of LG&E as a group
beneficially owned 22 shares of LG&E Preferred Stock, which is less than
one-tenth of one percent of the total LG&E Preferred Stock outstanding on that
date.

Owners of record at the close of business on February 15, 1996, of the
Common Stock and the 5% Cumulative Preferred Stock, par value $25 per share (the
"5% Preferred Stock") are entitled to one vote per share for each matter
presented at the Annual Meeting or any adjournment thereof, and, in addition,
have cumulative voting rights with respect to the election of directors.
Accordingly, in electing directors, each shareholder is entitled to as many
votes as the number of shares of stock owned multiplied by the number of
directors to be elected, and may cast all such votes for a single nominee or may
distribute them among two or more nominees. The persons named as proxies reserve
the right to cumulate votes represented by proxies which they receive, and to
distribute such votes among one or more of the nominees at their discretion.

You may revoke your proxy at any time before it is voted by giving written
notice of its revocation to the Secretary of LG&E, by delivery of a later dated
proxy, or by attending the Annual Meeting and voting in person. Signing a proxy
does not preclude you from attending the meeting in person.

Directors are elected by a plurality of the votes cast by the holders of
LG&E's Common Stock and 5% Preferred Stock at a meeting at which a quorum is
present. "Plurality" means that the individuals who receive the largest number
of votes cast are elected as directors up to the maximum number of directors to
be chosen at the meeting. Consequently, any shares not voted (whether by
withholding

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authority, broker nonvote or otherwise) have no impact on the election of
directors except to the extent the failure to vote for an individual results in
another individual receiving a larger percentage of votes.

The affirmative vote of a majority of the shares of LG&E Common Stock and 5%
Preferred Stock represented at the Annual Meeting is required for the approval
of the independent auditors and any other matters that may properly come before
the meeting. Abstentions from voting on any such matter are treated as votes
against, while broker nonvotes are treated as shares not voted.

LG&E Energy owns all of the outstanding LG&E Common Stock, and intends to
vote this stock in favor of the nominees for directors as set forth below,
thereby ensuring their election to the Board. LG&E Energy also intends to vote
all of the outstanding LG&E Common Stock in favor of the appointment of Arthur
Andersen LLP as the independent auditors for LG&E as set forth in Proposal No. 2
herein. Nonetheless, the Board encourages you to vote on each of these matters,
and appreciates your interest.

The Annual Report to Shareholders of LG&E Energy (the "Annual Report"),
including its consolidated financial statements and information regarding LG&E,
is enclosed with this proxy statement. Of particular importance to shareholders
of LG&E are the following sections of the Annual Report: pages 14 and 16 under
the caption "Wholesale Electric Makes Dramatic Business Changes," page 15 under
the caption "LG&E Energy Business Divisions," pages 17-19 under the caption
"Developing New Retail Marketing Services," and page 60 under the caption "Board
of Directors and Executive Officers." The Annual Report is supplemented by
audited financial statements of LG&E and management's discussion of such
financial statements, which are included as an appendix to this proxy statement
(the "Appendix"), and are incorporated by reference herein. All shareholders are
urged to read the accompanying Annual Report and Appendix.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors of LG&E presently consists of ten members. The
directors are classified into three classes, as nearly equal in number as
possible, with respect to the time for which they are to hold office. One class
of directors is elected at each year's Annual Meeting to serve for three-year
terms and to continue in office until their successors are elected and
qualified.

At this Annual Meeting, the following four persons are proposed for election
to the Board of Directors for three-year terms expiring at the 1999 Annual
Meeting: Roger W. Hale, David B. Lewis, Anne H. McNamara and Donald C. Swain.
All of the nominees are presently directors of both LG&E and LG&E Energy Corp.

The Board of Directors does not know of any nominee who will be unable to
stand for election or otherwise serve as a director. If for any reason any
nominee becomes unavailable for election, the Board of Directors may designate a
substitute nominee, in which event the shares represented on the proxy cards
returned to LG&E will be voted for such substitute nominee, unless an
instruction to the contrary is indicated on the proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION
OF THE FOUR NOMINEES FOR DIRECTOR.

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INFORMATION ABOUT DIRECTORS AND NOMINEES

The following contains certain information as of February 15, 1996,
concerning the nominees for director, as well as the directors whose terms of
office continue after the 1996 Annual Meeting.

NOMINEES FOR DIRECTOR WITH TERMS EXPIRING AT 1999 ANNUAL MEETING OF SHAREHOLDERS

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ROGER W. HALE (AGE 52)
Mr. Hale has 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
[PHOTO1] served as President of LG&E from June 1989 until January 1, 1992. Mr.
Hale has been a Director and Chairman of the Board, President and Chief
Executive Officer of LG&E Energy since August 1990. 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 PNC Bank, Kentucky, Inc. and H&R
Block, Inc.

DAVID B. LEWIS (AGE 51)
Mr. Lewis is a founding partner of the law firm of Lewis, White & Clay,
a Professional Corporation in Detroit, Michigan. Since 1972, Mr. Lewis
[PHOTO2] 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 and
LG&E Energy since November 1992. Mr. Lewis is also a member of the
Board of Directors of Consolidated Rail Corporation (Conrail) and TRW,
Inc., and serves or has served as a board member for numerous
educational, cultural and civic organizations in the Detroit and
Washington, D.C. areas.

ANNE H. MCNAMARA (AGE 48)
Mrs. McNamara has been Senior Vice President and General Counsel of AMR
[PHOTO3] 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 and
LG&E Energy since November 1991.
DONALD C. SWAIN (AGE 64)
Dr. Swain served as President of the University of Louisville from
[PHOTO4] April 1981 to June 1995, and has served as President Emeritus since
July 1995. Dr. Swain is a graduate of the University of Dubuque. He
received his master's and doctoral degrees in history from the
University of California at Berkeley. He has been a director of LG&E
since May 1985 and of LG&E Energy since August 1990. Dr. Swain is also
a member of the Board of Directors of PNC Bank, Kentucky, Inc.
</TABLE>

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DIRECTORS WHOSE TERMS EXPIRE AT 1997 ANNUAL MEETING OF SHAREHOLDERS

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WILLIAM C. BALLARD, JR. (AGE 55)
Mr. Ballard has been of counsel to the law firm of Greenebaum Doll &
McDonald since May 1992. He served as Executive Vice President and
[PHOTO5] 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 since May 1989 and of LG&E Energy
since August 1990. Mr. Ballard is also a member of the Board of
Directors of United Healthcare Corp., MidAmerica Bancorp, Vencor, Inc.
and American Safety Razor, Inc.

S. GORDON DABNEY (AGE 67)
Mr. Dabney was President of Standard Foods, Inc., which is engaged in
[PHOTO6] the food processing business, from 1955 until he retired in 1995. Mr.
Dabney is currently a business consultant. Mr. Dabney attended the
University of Florida. He has been a director of LG&E since January
1987 and of LG&E Energy since August 1990.

T. BALLARD MORTON, JR. (AGE 63)
Mr. Morton has been Executive in Residence at the College of Business
[PHOTO7] 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 since May 1967 and of LG&E Energy since August 1990.
Mr. Morton is also a member of the Board of Directors of PNC Bank,
Kentucky, Inc. and the Kroger Company.
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DIRECTORS WHOSE TERMS EXPIRE AT 1998 ANNUAL MEETING OF SHAREHOLDERS

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OWSLEY BROWN II (AGE 53)
Mr. Brown has been the Chairman and Chief Executive Officer of Brown-
Forman Corporation, a consumer products company, since July 1995, and
[PHOTO8] 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 since May 1989 and of LG&E Energy since
August 1990. Mr. Brown is also a member of the Board of Directors of
Brown-Forman Corporation, Hilliard Lyons Trust Company and NACCO
Industries, Inc.

GENE P. GARDNER (AGE 64)
Mr. Gardner has been Chairman of Beaver Dam Coal Company, which is
engaged in the ownership and development of coal properties, since
[PHOTO9] April 1983. Mr. Gardner is a graduate of the University of Louisville
and of the Advanced Management Program of the University of Virginia,
Colgate-Darden Graduate School of Business. Mr. Gardner has been a
director of LG&E since July 1979 and of LG&E Energy since August 1990.
He is also a member of the Board of Directors of Commonwealth Bank and
Trust Company, Commonwealth Financial Corporation and Thomas
Industries, Inc.

J. DAVID GRISSOM (AGE 57)
Mr. Grissom has been Chairman of Mayfair Capital, Inc., a private
investment firm, since April 1989. He served as Chairman and Chief
[PHOTO10] 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 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 since
January 1982 and of LG&E Energy since August 1990. He is also a member
of the Board of Directors of Providian Corporation, Churchill Downs,
Inc., Columbia/HCA Healthcare Corporation and Regal Cinemas Inc.
</TABLE>

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INFORMATION CONCERNING THE BOARD OF DIRECTORS

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

During 1995, there were eight regular meetings and two special meetings of
the LG&E 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 LG&E receive no compensation in their
capacities as directors. During 1995, directors received a retainer of $1,500
per month, or $18,000 annually ($19,000 annually for committee chairmen), a fee
for Board meetings of $1,000 per meeting and a fee for each committee meeting of
$750. Non-employee directors residing out of the Louisville area received
reimbursement for expenses incurred in traveling to meetings, and received an
additional $800 compensation for each Board meeting they attended. The foregoing
amounts represent the aggregate fees paid to directors in their capacities as
directors of LG&E and LG&E Energy during 1995.

Non-employee directors of LG&E 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
receives, 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, 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
15, 1996, six directors were participating in the Deferred Stock Plan.

Non-employee directors of LG&E 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 the
shareholders at the 1994 annual meeting. Under the terms of the Directors'
Option Plan, upon initial election or appointment to the Board, each new
director, who has not been an employee or officer of the company within the
preceding three years, receives an option grant for 2,000 shares of LG&E Energy
Common Stock. Following these initial grants, eligible directors will receive an
annual grant of an option for 2,000 shares on the first Wednesday of each
February. The option exercise price per share for each share of LG&E Energy
Common Stock is the fair market value on the grant date. 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

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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 250,000 shares
of LG&E Energy Common Stock, of which 54,000 are subject to existing options at
a weighted average per share price of $40.15. As of February 15, 1996, each
non-employee director held 4,000 exercisable options to purchase LG&E Energy
Common Stock. 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. Dabney, Brown,
Gardner and Lewis, Dr. Swain and Mrs. McNamara. During 1995, the Audit Committee
maintained direct contact with the independent auditors and LG&E Energy's
Internal Auditor to review the following matters pertaining to LG&E, and to LG&E
Energy and its subsidiaries: 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 their financial affairs that the
Committee, the Internal Auditor, or the independent auditors deemed necessary.
The Audit Committee met twice during 1995.

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 and LG&E. 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.
Ballard, Dabney, Gardner, Grissom and Morton and Mrs. McNamara. The Compensation
Committee met five times during 1995.

NOMINATING AND DEVELOPMENT COMMITTEE

The Nominating and Development 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 shareholders. To be considered for inclusion in the slate
of nominees proposed by the Board of Directors at an annual meeting, shareholder
recommendations must be submitted in writing to the Secretary of LG&E not later
than 120 days prior to the meeting. In addition, the Articles of Incorporation
and Bylaws of LG&E contain procedures governing 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 Development
Committee are Messrs. Morton, Ballard, Brown, Grissom, Hale and Lewis and Dr.
Swain. The Nominating and Development Committee met three times during 1995.

PROPOSAL NO. 2

APPROVAL OF INDEPENDENT AUDITORS FOR 1996

Based upon the recommendation of the Audit Committee, the Board of
Directors, subject to ratification by shareholders, has selected Arthur Andersen
LLP as independent auditors to audit the accounts of LG&E and LG&E Energy for
the fiscal year ending December 31, 1996. Arthur Andersen

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has audited the accounts of LG&E for many years and LG&E Energy since its
organization in 1990. The shareholders previously approved the employment of the
firm at the Annual Meeting on April 25, 1995.

Representatives of Arthur Andersen LLP will be present at the Annual
Meeting. Such representatives will be given the opportunity to make a statement
if they so desire, and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL
OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors, which is comprised
wholly of non-employee directors, makes all decisions regarding the compensation
of LG&E's executive officers, including the setting of base pay and the
administration of the long-term and short-term incentive plans. The executive
compensation program was developed and implemented after consultation with a
highly respected independent executive compensation consultant. That consultant
has concluded that the structure of the executive compensation program and the
target awards and opportunities provided to executives are consistent with the
compensation and pay programs of comparable companies, including utilities and
utility holding companies nationwide. The Compensation Committee and the Board
of Directors have continued access to this compensation consultant and other
compensation consultants as desired, and are provided with independent
compensation data for their review.

LG&E is the principal subsidiary of LG&E Energy. As noted above, the members
of the Compensation Committee and Board of Directors of LG&E also serve in the
same capacity for LG&E Energy. Certain executive officers of LG&E are also
executive officers of LG&E Energy. For those individuals references below to the
Compensation Committee and Board of Directors refer to the Compensation
Committee and Board of Directors of both LG&E and LG&E Energy unless otherwise
indicated, and discussions of their compensation include compensation earned for
services to both LG&E and LG&E Energy. Set forth below is a report submitted by
the members of the Compensation Committee addressing LG&E and LG&E Energy's
compensation policies for 1995 which affect the executive officers of LG&E and
LG&E Energy, including the executive officers named in the following tables. The
executive officers of LG&E participate in the long-term and short-term incentive
programs of LG&E Energy. Reference to stock, shareholder performance or
shareholder return relate to LG&E Energy Common Stock.

COMPENSATION PHILOSOPHY

This report reflects LG&E and LG&E Energy's compensation philosophy as set
by the Compensation Committee and the Board of Directors, and as reflected in
the salaries and awards paid to the executive officers of LG&E and LG&E Energy
and its subsidiaries during 1995. There are three major components of the
executive compensation program: (1) base salary; (2) short-term or annual
incentives; and (3) long-term incentives. LG&E developed its executive
compensation program to focus on both short-term and long-term business
objectives which are designed to enhance overall shareholder value. The
short-term and long-term incentives are 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 are placed at risk and are linked to the
accomplishment of specific results that are 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 can be
earned in years of strong performance; conversely, in years of below-average
performance, compensation may decline below competitive benchmarks.

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The executive compensation program also recognizes that LG&E and LG&E
Energy's compensation practices must be competitive with utilities, utility
holding companies, and other industries to ensure that a stable and successful
management team can be recruited and retained. The Compensation Committee
believes that the Company's 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
compensation peer group is not the same as the utility industry index in the
Comparison of Five-Year Total Return graph included on page 14 of this Proxy
Statement.

In order to establish competitive compensation levels for all executive
positions for 1995, the Compensation Committee established salaries and
short-term incentive levels based upon compensation data from three utility and
three all-industry surveys (the "Survey Group"), the latter of which primarily
consists of non-utility businesses with annual revenues of $0.5 billion to $2.5
billion. Long-term incentive levels, however, were established by the
Compensation Committee based upon compensation data from a survey of utilities
and utility holding companies (the "Long-Term Survey Group") compiled by a
national compensation consulting firm. In 1995, there were 61 utilities and
utility holding companies in the Long-Term Survey Group. The Compensation
Committee utilized the Long-Term Survey Group for purposes of establishing
long-term incentive levels because the long-term financial performance goals of
the Company could be measured more effectively against the utilities in the
Long-Term Survey Group, rather than the Survey Group. Additionally, the
Compensation Committee established a target salary (the "Position Rate") for
each executive for 1995 at approximately the 65th percentile of the range for
executives in similar positions with companies in the Survey Group. Salaries,
short-term and long-term incentives for 1995 were based on this Position Rate as
described below.

The 1995 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 1995 for all executive officers except for Mr. Roger
W. Hale. Mr. Hale's compensation is determined in accordance with the terms of
his Employment Agreement (see Chief Executive Officer Compensation on page 11 of
this proxy statement for a description of his 1995 compensation).

BASE SALARY

The base salaries for LG&E Energy executive officers for 1995 were designed
to be competitive with the Survey Group. The Position Rate represented the
maximum base salary that an executive officer could receive and, as stated
above, approximated the salary at the 65th percentile of the 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 incentives for 1995 provided direct financial compensation to
executives and rewarded them for meeting performance measures which were
established at the beginning of the 1995 performance year. The performance goals
were set with consideration for economic and business factors known to Company
management and the Compensation Committee at the time the goals were
established. The factors included external competition, inflation, financial and
market data and trends, as well as certain standards of excellence consistent
with core company values. In 1995, short-term incentive payments for executive
officers were based from 50% to 75% on Net Income Available for Common Stock
(NIAC), 25% on Management Effectiveness, and from 10% to 25% on Customer
Satisfaction. The percentages varied within the executive officer group based
upon the nature of each individual's functional responsibilities, with more
senior officers having a greater percentage of their short-term incentives based
on NIAC. This component of the 1995 executive compensation program focused
executives on the tasks most immediately at hand and were based upon priorities
which were tailored for the 1995 performance year.

9
<PAGE>
In 1995, the short-term incentive targets (the "targeted amounts") ranged
from 26% to 44% of Position Rate for each executive officer and approached the
65th percentile of the level of such awards granted to comparable executives
employed by companies in the Survey Group. The individual officers were entitled
to receive from 0% to 150% of their targeted amounts, dependent upon Company and
individual performance during 1995 as measured by NIAC, Management Effectiveness
and Customer Satisfaction. Based on such performances, payouts of the short-term
awards for 1995 ranged from 27% to 48% of each executive officer's targeted
amount.

LONG-TERM INCENTIVES

On June 11, 1990, the shareholders of LG&E Energy approved the Omnibus
Long-Term Incentive Plan (the "Long-Term Plan"). The Long-Term Plan is
administered by a committee of not less than three directors of LG&E Energy who
are appointed by the Board of Directors. At this time, the Compensation
Committee administers the Long-Term Plan. The Long-Term Plan provides 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.
To date, the Compensation Committee has chosen to award stock options, stock
appreciation rights and performance units to executive officers.

The Compensation Committee established an aggregate amount of long-term
incentives by grouping the executives into four categories, based on job
description and content. The Compensation Committee set within each group the
percentage of an individual's Position Rate to be paid in options and the amount
to be paid in performance units. The aggregate value of the stock options and
performance units (expressed as a percentage of Position Rate) was intended to
approach the amount of long-term incentives (expressed as a percentage of
salary) payable to executives in similar positions with utilities and utility
holding companies in the 65th percentile of the Long-Term Survey Group,
depending upon achievement of targeted Company performance.

Stock options were granted to executive officers during the first quarter of
1995 at an exercise price equal to the fair market value at the date of the
grant and were subject to a one-year vesting requirement. Since options were
granted with an exercise price equal to the market value of the 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 number of
shares subject to options was determined by taking the percentage of the
executive's Position Rate to be paid in options, as determined above, and
dividing that amount by the fair market value of LG&E Energy
Common Stock on the date of the grant. Prior awards were not considered when
making new grants.

The number of performance units granted was determined by taking the amount
of the executive's Position Rate to be paid in performance units, 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 value of the performance units is
substantially dependent upon the changing value of LG&E Energy's Common Stock in
the marketplace. Each executive officer is entitled to receive from 0% to 150%
of the performance units contingently awarded to the executive based on the
Company's:

(1) 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 by a peer group selected by the Committee; and

(2) return on invested capital ("ROIC") over a three-year period measured
against a pre-established, internally set goal.

For performance units granted prior to 1995, the peer group for measuring LG&E
Energy's total shareholder return consists of the utility holding companies and
gas and electric utilities in the Salomon Brothers Electric Utility Index (the
"Salomon Utility Index") at the time the Long-Term Plan was established in 1990.
For performance units granted in 1995 for the three-year performance

10
<PAGE>
period ending December 31, 1997, the Compensation Committee approved a change in
the peer group to the Edison Electric Institute 100 Index (the "EEI Index").
While the companies in the EEI Index and Salomon Utility Index are substantially
the same, the Committee believe(s) that the EEI Index represent(s) a more
appropriate peer group for compensation due to industry recognition of the EEI
Index.(1)

Payouts of long-term incentive awards in February 1996 were based on LG&E
Energy performance during the 1993-1995 period. During such period, LG&E Energy
substantially exceeded the target level for Total Shareholder Return, and was
slightly above target in its ROIC performance. Performance was at the 74th
percentile of its comparison group with respect to Total Shareholder Return, and
at 104% of targeted ROIC performance, resulting in payouts of 124% of the
contingent awards. The performance units are payable 50% in LG&E Energy Common
Stock and 50% in cash.

CHIEF EXECUTIVE OFFICER COMPENSATION

The compensation of the Chief Executive Officer of LG&E Energy, Mr. Roger W.
Hale, is governed by the terms of an employment agreement. Mr. Hale originally
entered into an employment agreement with LG&E in April 1989. That agreement was
developed to induce him to move to LG&E from another company, and was updated by
Board action in 1990. The term of Mr. Hale's original employment agreement was
to expire by its terms on December 31, 1994.

In recognition of Mr. Hale's continued importance to the performance of LG&E
Energy and his significant contributions to LG&E Energy, including particularly
his leadership role in transforming LG&E, a local utility company, into LG&E
Energy, a national (and, increasingly, international) diversified energy
services company, the Compensation Committee in late 1993 negotiated with Mr.
Hale to retain his services beyond the term of his original agreement.
Consequently, Mr. Hale entered into a new employment agreement with LG&E Energy,
effective in November 1993. The term
of this new agreement (the "Agreement") extends through December 31, 1998. The
Agreement provides for an increase in Mr. Hale's minimum base salary, and
provides that Mr. Hale may elect to retire and commence payment of his
retirement benefits on or after age 50 (see page 19 of this proxy statement).

The Agreement dictates the level of Mr. Hale's minimum compensation, but the
Compensation Committee retains discretion to increase such compensation. For
1995, the Compensation Committee compared Mr. Hale's compensation to that for
chief executive officers of companies contained in the Survey Group, as well as
approximately 20 electric and gas utilities and utility holding companies, with
comparable revenues, market capitalization and asset size. In setting long-term
awards, the Company also considered survey data from various compensation
consulting firms. Details of Mr. Hale's 1995 compensation are set forth below.

BASE SALARY. Mr. Hale was paid a base salary of $436,500 during 1995. The
Agreement provides that his salary shall not be less than his 1993 salary of
$385,000 and is to be reviewed as of each January 1 by the Compensation
Committee. The Compensation Committee, in determining the annual salary
increase for 1995, focused on Mr. Hale's individual performance (including
his management effectiveness, as described below) and the level of increases
provided to other LG&E Energy and LG&E employees. The 1995 increase was
6.3%.

- ------------------------
(1)While similar, the utilities and holding companies that were in the Salomon
Utility Index in 1990 and that are in the EEI Index are not necessarily the
same as those in the Standard & Poor's Utility Index used in the Company
Performance Graph on page 14 of the proxy statement. Nevertheless, in the
judgment of the Compensation Committee, the companies in the Salomon Utility
Index and EEI Index continue to represent appropriate peer groups for
compensation purposes for the periods in which such indices are being used.

11
<PAGE>
SHORT-TERM INCENTIVE. Mr. Hale's target short-term incentive award was 50%
of base salary, as dictated by the Agreement. Like all other executive
officers receiving short-term incentive awards, Mr. Hale was eligible to
receive from 0 to 150% of the targeted amount, based on LG&E Energy
performance and individual performance. His 1995 short-term incentive payout
was based 75% on corporate NIAC performance, and 25% on Management
Effectiveness.

The resulting payout for 1995 performance was 70% of base salary. The
Compensation Committee considered Mr. Hale's management effectiveness in
several areas in determining the final 1995 award. These included the
increased profitability of LG&E Energy and LG&E, profitability of other LG&E
Energy subsidiaries, customer satisfaction rating, and other measures.

LONG-TERM INCENTIVE GRANT. In 1995, Mr. Hale received 6,646 options and
11,076 performance units for the 1995-1997 performance period. These amounts
were determined in accordance with the terms of his Agreement, which
provides that his long-term incentive awards shall include target awards of
performance units with a value not less than 100% of base salary, and stock
options with a market value at grant of not less than 45% of 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. In the 1993-1995 period, LG&E Energy exceeded
the target for Total Shareholder Return, and was slightly above target in
its ROIC performance. Performance was at the 74th percentile of its
comparison group in Total Shareholder Return, and at 104% of targeted ROIC
performance. That resulted in a payout equal to 124% of the approved target.
In addition, the market value per share of LG&E Energy Common Stock
increased from $36.04 at grant to $42.25 during the performance period. This
further increased the value of the payout of the performance units
originally awarded to Mr. Hale in 1993.

OTHER BENEFITS. Mr. Hale receives LG&E Energy contributions to thrift and
savings plans, similar to those of other employees.

TAX MATTERS

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), was enacted in 1993 and generally prohibits the Company from deducting
executive compensation in excess of $1,000,000. Qualifying "performance based
compensation" is not subject to this deduction limitation if certain
requirements are satisfied. As a result of transition rules adopted by the
Internal Revenue Service, the new law did not impact LG&E Energy and LG&E's
executive compensation practices in 1995. It is the Compensation Committee's
intent to preserve the deductibility of executive compensation to the extent
reasonably practicable and to the extent consistent with its other compensation
objectives. For this and other reasons the Compensation Committee determined
that LG&E Energy should modify its long-term and short-term incentive plans
beginning in 1996 so that certain compensation payable thereunder would qualify
for the "performance based compensation" exception to the $1,000,000 deduction
limit, thereby ensuring that such compensation will continue to be deductible by
the Company.

Accordingly, the Board of Directors of LG&E Energy has amended and restated,
effective January 1, 1996, its current long-term incentive plan and adopted,
effective January 1, 1996, a new short-term incentive plan, in each case subject
to the approval of LG&E Energy's shareholders at its 1996 Annual Meeting.
Although not all of the compensation paid to executive officers under these two
plans will constitute "performance based compensation," the Compensation
Committee anticipates that, if the shareholders of LG&E Energy approve the two
plans, all compensation paid to executive officers in 1996 will continue to be
deductible under the Code.

12
<PAGE>
CONCLUSION

The Compensation Committee believes that the Company's executive
compensation system served the interests of the Company and its shareholders
effectively during 1995. The Compensation Committee takes very seriously its
responsibilities with respect to the Company's executive compensation system,
and it 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 shareholders. In this regard, the Compensation
Committee and the Board of Directors in 1995 retained a highly respected
independent executive compensation consultant to review the Company's
compensation program for future years. That consultant made several
recommendations, and the Compensation Committee and the Board of Directors
approved the necessary steps for the Company to revise its executive
compensation program beginning in 1996 to remain competitive and to retain the
deductibility of the Company's executive compensation for federal income tax
purposes, subject to the approval of LG&E Energy's shareholders, as described
above.

MEMBERS OF THE COMPENSATION COMMITTEE

William C. Ballard, Jr., Chairman
S. Gordon Dabney
Gene P. Gardner
J. David Grissom
Anne H. McNamara
T. Ballard Morton, Jr.

13
<PAGE>
COMPANY PERFORMANCE

All of the outstanding Common Stock of LG&E is owned by LG&E Energy, and
accordingly, there are no trading prices for LG&E's Common Stock. The following
graph reflects a comparison of the cumulative total return (change in stock
price plus reinvested dividends) to shareholders of LG&E Energy Common Stock
from December 31, 1990, through December 29, 1995, with the Standard & Poor's
500 Composite Index and the Standard & Poor's Utility Index. The comparisons in
this table are required by the Securities and Exchange Commission and,
therefore, are not intended to forecast or be indicative of possible future
performance of LG&E Energy Common Stock.

COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL SHAREHOLDER RETURN (1)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
LG&E ENERGY S&P 500 S&P UTILITIES
<S> <C> <C> <C>
12/31/90 100 100 100
1991 127 130 115
1992 149 140 124
1993 182 155 142
1994 175 157 131
1995 212 215 185

- ----------
<FN>
(1) Total Shareholder Return assumes $100 invested on December 31, 1990, with
quarterly reinvestment of dividends.
</TABLE>

14
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows the cash compensation paid or to be paid by LG&E,
LG&E Energy or any of its subsidiaries, 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 who were serving as such at December
31, 1995, of LG&E in all capacities in which they served (including service for
LG&E Energy) during 1993, 1994 and 1995:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
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 ($) ($) ($) (#) ($) ($)
- ----------------------------------- ----- ------------ -------- ------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Roger W. Hale 1995 436,500 303,859 14,716 6,646 559,686 13,901(1)
Chairman of the Board 1994 410,500 266,825 10,822 4,787 506,584 12,819
and CEO 1993 385,000 261,800 9,387 4,807 604,341 11,417
Victor A. Staffieri 1995 230,764 134,695 6,215 3,197 49,137 7,149(1)
President--Louisville Gas 1994 213,000 120,750 4,771 23,000 35,515 2,947
and Electric Company 1993 175,000 75,097 3,883 2,087 0 1,462
John R. McCall 1995 220,000 106,848 5,791 2,284 0 8,696(1)
Executive Vice President-- 1994 155,000(2) 48,891 1,961 1,190 0 4,340
General Counsel and Corporate
Secretary
Charles A. Markel, III 1995 178,500 59,850 3,361 1,812 42,926 5,511(1)
Treasurer 1994 170,000 53,074 4,632 1,762 44,957 5,375
1993 163,000 54,714 4,897 1,820 48,195 5,185
Chris Hermann 1995 148,653 46,907 332 1,665 42,926 4,742(1)
Vice President and General 1994 135,000 52,693 2,375 1,700 0 4,484
Manager--Wholesale Electric 1993 119,167 57,170 1,274 1,820 0 16,435
Business
</TABLE>

- ------------------------
(1) Includes employer contributions to 401(k) plan, nonqualified thrift plan and
employer paid life insurance premiums in 1995 as follows: Mr. Hale $2,970,
$5,673 and $5,258, respectively; Mr. Staffieri $1,376, $3,975 and $1,798,
respectively; Mr. McCall $2,970, $1,386 and $4,340, respectively; Mr. Markel
$1,857, $2,728 and $926 respectively; and Mr. Hermann $2,970, $1,014, $758
respectively.

(2) Reported compensation is only for a portion of the year. Mr. McCall joined
LG&E and LG&E Energy on July 1, 1994.

15
<PAGE>
OPTION/SAR GRANTS TABLE
OPTION/SAR GRANTS IN 1995 FISCAL YEAR

The following table contains information at December 31, 1995, with respect
to grants of stock options and stock appreciation rights (SARs) to the named
executive officers:

<TABLE>
<CAPTION>
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%($) 10%($)
- ---------------------- ------------ ------------ ------------ ---------- ------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Roger W. Hale 6,646 11.6% $ 39.41 2/2/2005 0 $164,719 $ 417,431
Victor A. Staffieri 3,197 5.6 39.41 2/2/2005 0 79,237 200,802
John R. McCall 2,284 4.0 39.41 2/2/2005 0 56,608 143,457
Charles A. Markel, III 1,812 3.2 39.41 2/2/2005 0 44,910 113,811
Chris Hermann 1,665 2.9 39.41 2/2/2005 0 41,267 104,578
</TABLE>

- ------------------------
(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 1995 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 1995
and the value of unexercised options and SARs held by them as of December 31,
1995:

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS/SARS
ACQUIRED OPTIONS/SARS AT FY-END
ON VALUE AT FY-END (#) ($)(1)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Roger W. Hale 0 N/A 14,961/6,646 $110,111/$18,875
Victor A. Staffieri 1,887 20,474 5,087/23,197 23,940/106,479
John R. McCall 0 N/A 1,190/2,284 7,259/6,487
Charles A. Markel, III 2,249 35,107 8,290/1,812 83,837/5,146
Chris Hermann 1,392 18,364 3,520/1,665 17,524/4,729
</TABLE>

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

16
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE
LONG-TERM INCENTIVE PLAN AWARDS IN 1995 FISCAL YEAR

The following table provides information concerning awards made in 1995 to
the named executive officers under the Long-Term Plan.

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE OR NON-STOCK PRICE BASED PLANS
NUMBER OF OTHER PERIOD (NUMBER OF SHARES(1)
SHARES, UNITS OR UNTIL MATURATION -------------------------------------
NAME OTHER RIGHTS OR PAYOUT THRESHOLD(#) TARGET(#) MAXIMUM(#)
- ------------------------------------------------------ ---------------- ---------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Roger W. Hale 11,076 12/31/97 4,984 11,076 16,614
Victor A. Staffieri 2,030 12/31/97 914 2,030 3,045
John R. McCall 1,142 12/31/97 514 1,142 1,713
Charles A. Markel, III 815 12/31/97 367 815 1,223
Chris Hermann 749 12/31/97 337 749 1,124
</TABLE>

- ------------------------
(1) The table indicates the number of performance units which 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. The Long-Term Plan rewards executives
on a three-year rolling basis dependent upon: (1) the total shareholder return
for shareholders and (2) return on capital. 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 the EEI Index. The return on capital component of the Long-Term
Plan is triggered by the actual return on capital exceeding preset levels of
achievement established by the Compensation Committee prior to commencement of
the period. 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 1995 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'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 LG&E,
LG&E Energy and its subsidiaries:

17
<PAGE>
PENSION PLAN TABLE

<TABLE>
<CAPTION>
30
15 20 25 OR MORE
YEARS OF YEARS OF YEARS OF YEARS OF
REMUNERATION SERVICE SERVICE SERVICE SERVICE
- ------------ -------- -------- -------- --------

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 is as follows: 29 years for Mr. Hale; 25 years for Mr. Hermann; 1 year
for Mr. McCall; 11 years for Mr. Markel; and 3 years for Mr. Staffieri. 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 and LG&E Energy with at
least one year of service with either company are eligible to participate in
LG&E'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 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, LG&E Energy 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 60 months average compensation, less benefits payable from the
Retirement Income Plan, benefits payable from any other qualified or
non-qualified plan sponsored by LG&E, LG&E Energy or certain prior employers,
and primary Social Security benefits. Under Mr. Hale's employment agreement (see
page 11 of this proxy statement), 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 $455,664 for Mr.
Hale; $113,892 for Mr. Hermann; $189,864 for Mr. McCall; $129,960 for Mr.
Markel; and $226,776 for Mr. Staffieri.

18
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Ballard, Dabney, Gardner, Grissom and Morton, and Mrs. McNamara
served as members of the Compensation Committee during 1995. None of the members
of the Compensation Committee are or were officers or employees of LG&E or its
affiliates. Mr. Ballard is of counsel to the law firm of Greenebaum Doll &
McDonald, which provides legal services to LG&E from time to time.

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

In November 1993, Mr. Hale entered into a new employment agreement with LG&E
Energy for services to be provided to LG&E and LG&E Energy, superseding the
prior agreement. The new agreement was effective upon its execution, and extends
through December 31, 1998. Under the new agreement, Mr. Hale is entitled to an
annual base salary of not less than $385,000, subject to annual review by the
Compensation Committee, and to participate in the Short-Term Plan and the Long-
Term Plan. Mr. Hale's arrangement with LG&E Energy provides for a stock option
target award of not less than 45% of base salary and a long-term incentive
target award of not less than 100% of base salary. 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 for two years.

In the event of a change in control, all officers of LG&E 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 "target" award pursuant to the
Short-Term Plan. However, except for Mr. Hale, in no event is the payment to the
executive to 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. 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.

19
<PAGE>
SHAREHOLDER PROPOSALS
FOR 1997 ANNUAL MEETING

Any shareholder may submit a proposal for consideration at the 1997 Annual
Meeting. Any shareholder desiring to submit a proposal for inclusion in the
proxy statement for consideration at the 1997 Annual Meeting should forward the
proposal so that it will be received at LG&E's principal executive offices no
later than November 12, 1996. Proposals received by that date that are proper
for consideration at the Annual Meeting and otherwise conforming to the rules of
the Securities and Exchange Commission will be included in the 1997 proxy
statement.

OTHER MATTERS

At the Annual Meeting, it is intended that the first two items set forth in
the accompanying notice and described in this proxy statement will be presented.
Should any other matter be properly presented at the Annual Meeting, the persons
named in the accompanying proxy will vote upon them in accordance with their
best judgment. The Board of Directors knows of no other matters which may be
presented at the meeting.

LG&E will bear the costs of this proxy solicitation. LG&E will provide
copies of this proxy statement, the accompanying proxy and the Annual Report to
brokers, dealers, banks and voting trustees, and their nominees, for mailing to
beneficial owners, and upon request therefor, will reimburse such record holders
for their reasonable expenses in forwarding solicitation materials. In addition
to using the mails, proxies may be solicited by directors, officers and regular
employees of LG&E or its subsidiaries, in person or by telephone. LG&E and LG&E
Energy have retained D.F. King & Co., Inc., a firm of professional proxy
solicitors, to assist in the solicitations at an estimated fee of $7,500 plus
reimbursement of reasonable expenses.

ANY SHAREHOLDER MAY OBTAIN WITHOUT CHARGE A COPY OF LG&E'S ANNUAL REPORT ON
FORM 10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR
1995, BY SUBMITTING A REQUEST IN WRITING TO: JOHN R. MCCALL, SECRETARY,
LOUISVILLE GAS AND ELECTRIC COMPANY, P.O. BOX 32010, 220 WEST MAIN STREET,
LOUISVILLE, KENTUCKY 40232.

20
<PAGE>
[LGE ENERGY LOGO]

-------------------------
ADMISSION TICKET

LOUISVILLE GAS AND ELECTRIC COMPANY

ANNUAL MEETING OF SHAREHOLDERS

Tuesday, April 23, 1996
10:00 a.m., EDT
Hyatt Regency Louisville
320 West Jefferson Street
Louisville, Kentucky

If you plan to attend the meeting, please check the box on the proxy card
indicating that you plan to attend. Please bring this Admission Ticket to
the meeting with you.

THE BOTTOM PORTION OF THIS FORM IS THE PROXY CARD. Each proposal is fully
explained in the enclosed Notice of Annual Meeting of Shareholders and Proxy
Statement. To vote your proxy, please MARK by placing an "X" in the
appropriate box, SIGN and DATE the proxy. Then please DETACH and RETURN the
completed proxy promptly in the enclosed envelope.

TRIANGLE DETACH HERE TRIANGLE TRIANGLE DETACH HERE TRIANGLE

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH
PROPOSAL

1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME)
ROGER W. HALE
DAVID B. LEWIS
ANNE H. MCNAMARA
DONALD C. SWAIN
2.APPROVAL OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS
/ / FOR / / AGAINST / / ABSTAIN

/ / I plan to attend the Annual Meeting, and I will bring ___
guest(s).
- ----------------------------------------
SIGNATURE
- ------------------------------------------
DATE

[LG&E ENERGY LOGO]
PREFERRED
PROXY
- ----------------------------------------
SIGNATURE

SIGNATURE(S) SHOULD CORRESPOND
TO THE NAME(S) APPEARING IN
THIS PROXY. IF EXECUTOR,
TRUSTEE, GUARDIAN, ETC. PLEASE
INDICATE.
<PAGE>

Complimentary parking will be available
at the Hyatt Regency and the Cowger
Parking Garage. Please visit the
[MAP] registration table to receive your
parking voucher, which you will give to
the parking attendant upon leaving.

TRIANGLE DETACH HERE TRIANGLE TRIANGLE DETACH HERE TRIANGLE

LOUISVILLE GAS AND ELECTRIC COMPANY

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- APRIL 23, 1996

Roger W. Hale, Victor A. Staffieri and John R. McCall are hereby appointed
as proxies, with full power of substitution, to vote the shares of the
shareholder(s) named on the reverse side hereof, at the Annual Meeting of
Shareholders of Louisville Gas and Electric Company to be held on April 23,
1996, and at any adjournment thereof, as directed on the reverse side hereof,
and in their discretion to act upon any other matters that may properly come
before the meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED AS YOU SPECIFY. IF NOT SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL OF THE
PROPOSALS. A VOTE FOR PROPOSAL 1 INCLUDES DISCRETIONARY AUTHORITY TO CUMULATE
VOTES SELECTIVELY AMONG THE NOMINEES AS TO WHOM AUTHORITY TO VOTE HAS NOT BEEN
WITHHELD.

Please mark, sign and date this proxy on the reverse side and return the
completed proxy promptly in the enclosed envelope.