EXHIBIT 10.15


                                  Amendment No. 3 To
                              Kentucky Utilities Company
                              Supplemental Security Plan
                      (As Amended and Restated Effective As Of
                                   August 1, 1991)


                    The Kentucky Utilities Company Supplemental Security

          Plan (As Amended and Restated Effective As Of August 1, 1991), as

          heretofore amended (the "Plan"), is hereby further amended,

          effective as of November 1, 1996, in the following respects:

                    1.   By deleting Section 1.4 of the Plan and inserting

          in lieu thereof the following:

                         "1.4  "Cause" shall have the meaning as set forth
                    in Section 8.6(iii)."

                    2.   By deleting Section 1.5(a) of the Plan and

          inserting in lieu thereof the following:

                         "(a) The Company or Parent is merged or
                    consolidated or reorganized into or with another
                    corporation or other legal person, and as a result of
                    such merger, consolidation or reorganization less than
                    60% of the combined voting power of the
                    then-outstanding securities of such corporation or
                    person immediately after such transaction is held in
                    the aggregate by the holders of the then-outstanding
                    securities entitled to vote generally in the election
                    of directors (the "Voting Stock") of (i) if the
                    Reorganization has not occurred, the Company, and
                    (ii) otherwise, the Parent, immediately prior to such
                    transaction;".

                    3.   By deleting Section 1.5(b) of the Plan and

          inserting in lieu thereof the following:

                         "(b) The Company or Parent sells or otherwise
                    transfers all or substantially all of its assets to any
                    other corporation or other legal entity, and as a
                    result of such sale or transfer less than 60% of the
                    combined voting power of the then-outstanding
                    securities of such other corporation or entity
                    immediately after such sale or transfer is held in the
                    aggregate by the holders of Voting Stock of (i) if the
                    Reorganization has not occurred, the Company, and

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                    (ii) otherwise, the Parent, immediately prior to such
                    sale or transfer;".

                    4.   By deleting Section 1.6 of the Plan and inserting

          in lieu thereof the following:

                         "1.6 Change-In-Control Period" shall mean in
                    respect of each and every occurrence of a Change in
                    Control, the period commencing on the date of the
                    occurrence of such Change in Control and shall continue
                    until the expiration of the second anniversary of such
                    date; provided, however, in the event of a Change in
                    Control resulting from a filing of a report or proxy
                    statement described in subparagraph (d) of the
                    definition of Change in Control, the Change-In-Control
                    Period shall continue until the later of (A) such
                    second anniversary date or (B) the earlier of (i) the
                    date any transaction, occurrence or event described in
                    such report or proxy statement (a "Transaction") is
                    consummated or (ii) the date it is determined that such
                    Transaction will not be consummated. The Board of
                    Directors of the Company may make the determination
                    referred to in clause (ii) by resolution adopted in
                    good faith."

                    5.   By deleting Section 4.2 of the Plan and inserting

          in lieu thereof the following:

                         "4.2 In the event that there is a Change in
                    Control and thereafter the Member's employment with the
                    Employer and all Affiliates is terminated for reasons
                    other than Cause during the Change-In-Control Period
                    applicable to such Change-In-Control, the Member shall
                    be entitled to and the Company shall pay or cause to be
                    paid to the Member in cash the Change-in-Control
                    Retirement Benefit within thirty (30) days following
                    such Member's termination of employment.  In the event
                    a Member's employment is terminated during more than
                    one Change-In-Control Period, however, only one Change-
                    in-Control Retirement Benefit shall be paid to the
                    Member, and the amount of such Change-in-Control
                    Retirement Benefit shall be the greatest amount
                    determined with respect to the Change-in-Control
                    Periods in which the Member's termination occurs."



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                    6.   By deleting Section 4.5 of the Plan and inserting

          in lieu thereof the following:

                         "4.5 In the event there is a Change in Control and
                    the Member's employment with the Employer and all
                    Affiliates is terminated for reasons other than Cause
                    after the end of the Change-in-Control Period
                    applicable to the Change in Control but not during any
                    subsequent Change-in-Control Period and neither the
                    Member nor his Beneficiary is entitled to benefit
                    payments under Article III or Article V, the Company
                    shall pay or cause to be paid in cash to the Member or
                    the Member's Beneficiary in the event of the Member's
                    death an amount equal to his Lump Sum Accrued Benefit
                    within thirty (30) days following the Member's
                    termination of employment."

                    7.   By deleting Section 8.2 of the Plan and inserting

          in lieu thereof the following:

                         "8.2 If, following the occurrence of a Change in
                    Control, a Member's employment with the Employer and
                    all Affiliates shall be terminated during the
                    Change-in-Control Period applicable to the Change in
                    Control other than pursuant to Section 8.6 hereof, or
                    if the Member shall terminate his employment pursuant
                    to the applicable provisions of Section 8.7 hereof, the
                    Company will continue to provide or cause to be
                    provided the following benefits and will further pay or
                    caused to be paid to the Member or the Member's
                    Beneficiary in the event of the Member's death the
                    following amounts within five (5) business days after
                    the Member's Termination Date:

                              (i)  A lump sum cash payment in an amount
                         equal to the Member's Change-in-Control Severance
                         Benefit.

                              (ii) For a period commencing on his
                         Termination Date and ending on the third
                         anniversary thereof, the Company shall arrange to
                         provide the Member with Continued Employee
                         Benefits (and if and to the extent that such
                         benefits shall not or cannot be paid or provided
                         under any policy, plan, program or arrangement of
                         the Company or its Affiliates, then the Company
                         shall itself pay or provide or caused to be paid
                         or provided for the payment to the Member, his
                         dependents and beneficiaries, such Continued
                         Employee Benefits).  Without otherwise limiting
                         the purposes or effect of Section 8.8 hereof,
                         Continued Employee Benefits otherwise receivable
                         by the Member pursuant to the first sentence of

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                         this Section 8.2(ii) shall be reduced to the
                         extent comparable welfare benefits are actually
                         received by the Member from another employer
                         during such period following the Member's
                         Termination Date, and any such benefits actually
                         received by the Member shall be reported by the
                         Member to the Company.  For purposes of
                         determining the period of continuation coverage to
                         which the Member or any of his dependents is
                         entitled pursuant to Section 4980B of the Code (or
                         any successor provision thereto) under any group
                         health plan maintained by the Company or its
                         Affiliates, the Member shall be considered to have
                         remained employed until the third anniversary of
                         his Termination Date.

                    In the event a Member's employment is terminated under
                    the circumstances described above in this Section 8.2
                    during more than one Change-in-Control Period, only one
                    Change-in-Control Severance Benefit shall be paid to
                    the Member hereunder, and the amount of such Change-in-
                    Control Severance Benefit and Continued Employee
                    Benefits payable hereunder shall be the greatest
                    amounts determined with the respect to the Change-in-
                    Control Periods in which the Member's termination
                    occurs."

                    8.   By deleting the phrase "Change-in-Control Period"

          where it appears in Section 8.6 of the Plan and inserting in lieu

          thereof the phrase "Change-in-Control Period applicable to the

          Change in Control".

                    9.   By deleting Section 8.6(iii) of the Plan,

          inserting the word "or" after the semi-colon at the end of

          Section 8.6(ii), and renumbering Section 8.6(iv) of the Plan as

          Section 8.6(iii).

                    10.  By deleting the phrase "Change-in-Control Period"

          where it appears in Section 8.7 of the Plan and inserting in lieu

          thereof the phrase "Change-in-Control Period applicable to the

          Change in Control".




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                    11.  By changing the reference to "Section 8.6(iv)"

          where it appears in Section 8.7 of the Plan to read "Section

          8.6(iii)".

                    12.  By deleting Section 8.7(vii) of the Plan and

          inserting lieu thereof the following:

                    "(vii) Notwithstanding the provisions of Section 8.7(i)
               through (vi) above, any Member who immediately prior to the
               Change in Control (other than a Change in Control within the
               meaning of Section 1.5(d)) occupied one or more of the
               following positions with Kentucky Utilities Company:

                    (A)  Chairman of the Board,

                    (B)  President,

                    (C)  Chief Financial Officer,

                    (D)  if immediately prior to the Change in Control the
                         positions described in subsections (A), (B) and
                         (C) above are filled in the aggregate by less than
                         three persons, Executive Vice President,

                    (E)  Senior Vice President of Kentucky Utilities
                         Company, or

                    (F)  Corporate Secretary

               may terminate his employment with the Employer and its
               Affiliates for any reason, including without limitation
               other employment, during the 30-day period commencing on the
               first anniversary of the date on which the Change in Control
               (other than a Change in Control within the meaning of
               Section 1.5(d)) occurs."











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                    IN WITNESS WHEREOF, the Company has caused this

          instrument to be executed by the Chairman of the Board, President

          and Chief Executive Officer, having been duly authorized by the

          Board of Directors of the Company on December 16, 1996, effective

          as of November 1, 1996.

                                             KENTUCKY UTILITIES COMPANY



                                             By/s/Michael R. Whitley
                                               Chairman of the Board,
                                               President and Chief
                                               Executive Officer

                                             Date of Signature January 6, 1997




















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