LOUISVILLE, Ky. - E.ON U.S. Capital Corp, a subsidiary of E.ON AG, has commenced a cash tender offer for any and all of its outstanding 6.46 percent medium term notes due 2008 and 7.471 percent medium term notes due 2011 (collectively, "the notes"). There are currently $300 million in aggregate principal amount of the notes outstanding. The tender offer will expire at midnight, New York City time, on June 29, 2006, unless extended or terminated by E.ON U.S. Capital Corp. (the "tender expiration date").

In conjunction with the tender offer, E.ON U.S. Capital Corp. is soliciting consents of the holders of the notes to eliminate substantially all restrictive covenants and certain other related provisions in the indenture governing the notes and most of the restrictive covenants in the support agreement between E.ON U.S. Capital Corp. and E.ON U.S. LLC (together the "proposed amendments"). The proposed amendments can be adopted with the consent of the holders of a majority in aggregate of the outstanding principal amount of the notes. Holders cannot validly tender their notes without delivering a consent, and cannot validly deliver a consent without tendering their notes. The consent solicitation will expire at 5 p.m., New York City time, on June 15, 2006, unless extended (the "consent date").

The tender offer and consent solicitation are being made pursuant to an offer to purchase and consent solicitation statement dated June 2, 2006, (the "offer to purchase") and related letter of transmittal and consent ("letter of transmittal and consent"). As described in more detail in the offer to purchase, the total purchase price for each $1,000 principal amount of notes validly tendered and accepted for purchase by E.ON U.S. Capital Corp. will be calculated two business days prior to the tender expiration date based upon a fixed spread of 30 basis points over the yield on the 4.375 percent U.S. Treasury Note due January 31, 2008, in the case of the 2008 notes, and upon a fixed spread of 45 basis points over the yield on the 5 percent U.S. Treasury Note due August 15, 2011, in the case of the 2011 notes. The foregoing purchase prices for the notes include a consent payment equal to $25 per $1,000 principal of the 2008 notes tendered and $30 per $1,000 principal of the 2011 notes tendered. Holders must validly tender their notes on or before the consent date in order to be eligible to receive the applicable total purchase price, which includes the applicable consent payment. Holders who validly tender their notes after the consent date and before the tender expiration date will only be eligible to receive an amount equal to the applicable total purchase price minus the applicable consent payment. Additionally, holders whose notes are purchased pursuant to the tender offer will receive any accrued but unpaid interest up to, but not including, the payment date for notes purchased pursuant to the tender offer.

Consummation of the tender offer and consent solicitation, and payment of the tender offer consideration and consent payment, are subject to the satisfaction or waiver of various conditions, as described in the offer to purchase, including the delivery of the requisite consents to the proposed amendments. E.ON U.S. Capital Corp. has reserved the right to amend, extend, terminate, or waive any conditions to the tender offer and consent solicitation at any time.

J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation and may be contacted at 212-834-4802 (collect calls accepted) or toll free at 866-834-4666. Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent for the tender offer and consent solicitation, at 212-430-3774 (collect calls accepted) or toll free at 866-470-4300.

This announcement is not an offer to purchase or the solicitation of an offer to sell the notes. The tender offer for the notes and consent solicitation are only being made pursuant to the offer to purchase and the letter of transmittal and consent.


E.ON U.S. Capital Corp. is a subsidiary of E.ON U.S. LLC.

E.ON U.S. LLC, headquartered in Louisville, Ky., is a subsidiary of E.ON AG, the world's largest investor-owned energy services provider. E.ON U.S. is a diversified energy services company that owns and operates Louisville Gas and Electric Company, a regulated utility that serves 321,000 natural gas and 394,000 electric customers in Louisville and 16 surrounding counties, and Kentucky Utilities Company, a regulated electric utility in Lexington, Ky., that serves 525,000 customers in 77 Kentucky counties and five counties in Virginia.