AMENDMENT NO.  2 TO
                            KENTUCKY UTILITIES COMPANY
                       DIRECTOR RETIREMENT RETAINER PROGRAM


              The   Kentucky  Utilities  Company  Director  Retirement  Retainer

  Program  (the  Plan ) is hereby amended, effective as of May 1, 1992, in the

  following respects:

              1.    By  adding  a  new  Section  (k)  and  a  new Section (l) to

  Article II of the Plan after Section (j) as follows:

                      (k)  Eligibility  Service:  An  individual's
               service  on either or both of the Board or the Board
               of Directors of KU Energy Corporation.

                      (l)  Mandatory  Retirement  Date: The date on
               which the Director would attain age 70; except that,
               in  respect of a Director on January 1, 1992 who was
               age  65  or  older  on  January  1, 1992,  Mandatory
               Retirement  Date    shall mean the date on which the
               Director would attain age 72.

               2.   By  deleting  Section  3.1 of the Plan and inserting in lieu

  thereof the following:

                      3.1  Eligibility.    Each  Director  who  has
               attained  at  least  age  65 and who thereafter, for
               reasons  other  than death, terminates Service while
               in good standing prior to the date on which a Change
               in  Control  occurs  shall  upon such termination of
               Service  become  an  Eligible  Director and shall be
               entitled  to  retirement benefits in accordance with
               this Article III, provided that such Director at his
               or  her  Termination  Date  shall  have completed at
               least  five  full,  consecutive,  continuous  years,
               computed  with  reference  to  the date on which the
               Director's  Eligibility  Service  commenced  and
               anniversaries thereof, of Eligibility Service.











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               3.   By deleting Section 4.2 and inserting in lieu

   thereof the following:

                      4.2 Amount of Benefit.  The amount of benefit
               payable to a Director under this Article IV shall be
               equal  to  the present value of an assumed series of
               monthly payments, each installment of which would be
               equal  to  one-twelfth  of  the  greater  of (a) the
               annual  retainer  in effect for Board members on the
               day  immediately  preceding  the  date  on which the
               Change  in Control occurs or (b) the annual retainer
               in  effect  for Board members on the day immediately
               preceding  the  Director s Termination Date, payable
               commencing  on  the last day of the month that would
               begin   next  following  the  Director's  Mandatory
               Retirement  Date,  and on the last day of each month
               thereafter,  over  a  period  of  years equal to the
               lesser  of (i) ten or (ii) the number of full years,
               computed  with  reference  to  the date on which the
               Director's  Service  commenced  and  anniversaries
               thereof,  of  consecutive,  continuous  Service  the
               Director  would  have  had  if  he  had continued in
               Service  until  his  Mandatory  Retirement  Date.
               Present  value shall be calculated on the basis of a
               discount rate of 6% per annum, compounded annually.

               4.   By deleting the first two sentences of Article VI of

   the Plan and inserting in lieu thereof the following:

                      As  long as an Eligible Director is receiving
               or   is  entitled  to  receive  retirement  benefit
               payments in accordance with Article III of the Plan,
               such  Eligible  Director  will  not  directly  or
               indirectly  enter into or in any manner take part in
               any   business  or  other  endeavor,  either  as  an
               employee,  officer,  agent,  independent contractor,
               owner  or otherwise, which in any manner competes or
               conflicts with the business of the Company or any of
               its  subsidiaries  or  affiliated  companies  or  is
               detrimental  to the best interests of the Company or
               any  of  its  subsidiaries  or affiliated companies,
               unless  the  Company gives its prior written consent
               thereto; provided, however, that this Article












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               shall  not  be  construed  to  prevent  the Eligible
               Director  from  owning  or acquiring publicly traded
               securities  in  any  entity.    The  failure  of  an
               Eligible  Director  to comply with the provisions of
               this  Article  shall result in the forfeiture of all
               further  payments  which  otherwise would become due
               and  payable  under  the Plan to or on behalf of the
               Eligible Director under Article III of the Plan.

               5.   By deleting Section 9.1 of the Plan and inserting in

  lieu thereof the following:

                      9.1  Other  Agreements.    The Plan shall not
               affect  in  any  way  the rights or obligations of a
               Director  under  any  deferred compensation or other
               agreement  between  the  Director and the Company or
               any of its subsidiaries or affiliated companies.


               IN  WITNESS  WHEREOF,  Kentucky Utilities Company has caused this

  instrument  to be executed in its name by its President and its Corporate Seal

  to be hereunto affixed, attested by its Secretary, as of the    19th   day of

  May    , 1992.


                                            KENTUCKY UTILITIES COMPANY



                                            By:/s/John T. Newton
                                                     President



  [CORPORATE SEAL]

  ATTEST:


/s/Michael R. Whitley
       Secretary






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