Description of Divestiture Incentive Awards Granted in 2008

Exhibit 10(aa)

Description of Divestiture Incentive Awards Granted in 2008

In 2008, the E.ON AG Board of Management granted an incentive award opportunity to the executive officers in connection with the consummation of a change in control of LG&E and KU Energy LLC.  Payment of the award opportunity depended upon objective factors - the price paid for the company - and the following subjective factors:

·                                          preparation of information memorandum, data room, VDD reports

·                                          preparation and conduct of management presentations, expert meetings, site visits and answering of questions

·                                          support of negotiations and definitive documents

·                                          conduct of final confirmatory due diligence

·                                          participation in regulatory proceedings and

·                                          execution of other tasks in support of the change in control.

Possible payments ranged from 0 percent to 150 percent of base salary and target short-term incentive for the year in which the change in control occurred.  The threshold, target and maximum amounts payable under the award opportunity for the named executive officers are as follows: