EXHIBIT 10.03



                                  AMENDMENT NO. 1 TO
                              KENTUCKY UTILITIES COMPANY
                           PERFORMANCE SHARE PLAN DOCUMENT

              (As Amended and Restated Effective as of January 1, 1993)


                    The Kentucky Utilities Company Performance Share Plan

          Document (As Amended and Restated Effective as of January 1,

          1993), (the "Plan"), is hereby amended, effective as of

          November 1, 1996, in the following respects:

                    1.   By deleting Section 9.5 of the Plan.

                    2.   By deleting Section 10.1 of the Plan and inserting

          in lieu thereof the following:

                            "ARTICLE X - CHANGE IN CONTROL

                    10.1 A change in control ("Change in Control") for
                         purposes of the Plan shall have occurred if
                         at any time on or after November 1, 1996 any
                         of the following events shall occur:

                         (a)  The Company or Parent (as defined below)
                              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 the Parent
                              immediately prior to such transaction;

                         (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 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 the Parent immediately prior to such
                              sale or transfer;

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                         (c)  There is a report filed on Schedule 13D
                              or Schedule 14D-1 (or any successor
                              schedule, form or report or item
                              therein), each as promulgated pursuant
                              to the Securities Exchange Act of 1934,
                              as amended (the "Exchange Act"),
                              disclosing that any person (as the term
                              "person" is used in Section 13(d)(3) or
                              Section 14(d)(2) of the Exchange Act)
                              has become the beneficial owner (as the
                              term "beneficial owner" is defined under
                              Rule 13d-3 or any successor rule or
                              regulation promulgated under the
                              Exchange Act) of securities representing
                              10% or more of the combined voting power
                              of the Voting Stock of the Parent or the
                              Voting Stock of the Company;

                         (d)  The Company or Parent files a report or proxy
                              statement with the Securities and Exchange
                              Commission pursuant to the Exchange Act
                              disclosing in response to Form 8-K or
                              Schedule 14A (or any successor schedule, form
                              or report or item therein) that a change in
                              control of the Parent or the Company has or
                              may have occurred or will or may occur in the
                              future pursuant to any then-existing contract
                              or transactions; or

                         (e)  If at any time during any period of two
                              consecutive years, individuals who at
                              the beginning of any such period
                              constitute the directors of the Parent
                              or the Company cease for any reason to
                              constitute at least a majority thereof,
                              unless the election, or the nomination
                              for election by such company's
                              stockholders, of each director of such
                              company first elected during such period
                              was approved by a vote of at least two-
                              thirds of the directors of such company
                              then still in office who were directors
                              of such company at the beginning of any
                              such period.

                              Notwithstanding the foregoing provisions
                              of paragraph (c) or (d) above, unless
                              otherwise determined in a specific case
                              by majority vote of the Board of
                              Directors of the Parent and the Company,
                              a "Change in Control" shall not be
                              deemed to have occurred for purposes of
                              the Plan solely because (i) the Parent,
                              (ii) an entity in which the Company or
                              the Parent or one or more other

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                              Subsidiaries directly or indirectly
                              beneficially owns 50% or more of the
                              voting securities (a "Subsidiary"), or
                              (iii) any Parent-sponsored, Company-
                              sponsored or Subsidiary-sponsored
                              employee stock ownership plan or any
                              other employee benefit plan of the
                              Company, Parent or Subsidiary, either
                              files or becomes obligated to file a
                              report or a proxy statement under or in
                              response to Schedule 13D, Schedule
                              14D-1, Form 8-K or Schedule 14A (or any
                              successor schedule, form or report or
                              item therein) under the Exchange Act,
                              disclosing beneficial ownership by it of
                              shares of Voting Stock of the Parent or
                              the Company, whether in excess of 10% or
                              otherwise, or because the Company, the
                              Parent or a Subsidiary reports that a
                              change in control of the Company or the
                              Parent has or may have occurred or will
                              or may occur in the future by reason of
                              such beneficial ownership.  For purposes
                              of this Section 10.1, "Parent" shall
                              mean KU Energy Corporation."

                    3.   By deleting Section 10.2 of the Plan and inserting

          in lieu thereof the following:

                    "10.2     In the event of a Change in Control
                              under the preceding Section 10.1, a
                              Participant whose employment is
                              terminated, whether voluntarily or
                              involuntarily, after such Change of
                              Control will have a right to an
                              immediate payment in the form of Common
                              Stock of KU Energy Corporation (or any
                              successor thereto) for all Performance
                              Cycles in which he is then currently
                              participating.  The number of shares of
                              Common Stock of KU Energy Corporation
                              (or any successor thereto) to be paid
                              shall be determined on the assumption
                              that the target for each outstanding
                              Performance Share Cycle has been met and
                              shall be the number of shares of Common
                              Stock of KU Energy Corporation (or any
                              successor thereto) equal to a fraction
                              of the Participant's total Performance
                              Shares for the applicable Performance
                              Cycle, the numerator of which fraction
                              is the whole and partial months in the
                              applicable Performance Cycle which have
                              passed as of the date of the Change in

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                              Control and the denominator of which is
                              the number of months in the applicable
                              Performance Cycle.  In addition, the
                              restrictions applicable to any
                              Restricted Stock which the Participant
                              holds as a result of matured Performance
                              Cycles shall lapse as of the date of the
                              Change in Control.  Notwithstanding the
                              foregoing, no shares of Restricted Stock
                              received by a Participant pursuant to
                              this Plan may be sold for a period of
                              six months after the receipt of such
                              shares, except in the case of the
                              Disability or death of the Participant."

                    4.   By deleting the text of Article XI of the Plan and

          inserting in lieu thereof the following:

                         "The Plan became effective for the year
                         commencing January 1, 1990, and may be
                         terminated, amended, modified, or
                         supplemented at any time by the Company with
                         the consent of KU Energy Corporation or any
                         successor thereto.  Notwithstanding the
                         preceding sentence, no termination,
                         amendment, modification or supplement may be
                         made on or after the occurrence of a Change
                         in Control (as defined in Section 10.1) that
                         adversely affects the right of any person
                         without his prior written consent."

                    5.   By adding a new Section 12.6 after Section 12.5 of

          the Plan as follows:

                   "12.6 The Company shall require any successor (whether
                         direct or indirect, by purchase, merger,
                         consolidation, reorganization or otherwise) to all
                         or substantially all of the business and/or assets
                         of the Company expressly to assume and agree to
                         perform this Plan in the same manner and to the
                         same extent the Company would be required to
                         perform if no such succession had taken place.
                         This Plan shall be binding upon and inure to the
                         benefit of the Company and any successor to the
                         Company, including without limitation any persons
                         acquiring directly or indirectly all or
                         substantially all of the business and/or assets of
                         the Company whether by purchase, merger,
                         consolidation, reorganization or otherwise (and
                         such successor shall thereafter be deemed to
                         "Company" for the purposes of this Plan).  This
                         Plan shall inure to the benefit of and be
                         enforceable by Participant's personal or legal

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                         representatives, executors, administrators,
                         successors, heirs, Beneficiaries, distributees
                         and/or legatees."

                    IN WITNESS WHEREOF, Kentucky Utilities Company has

          caused this instrument to be executed in its name by its Chairman

          of the Board, President and Chief Executive Officer and its

          Corporate Seal to be hereunto affixed, attested by its Secretary,

          as of the 16th day of December, 1996.


                                             KENTUCKY UTILITIES COMPANY



                                             By:/s/Michael R. Whitley
                                                Chairman of the Board,
                                                President and Chief
                                                Executive Officer
          [CORPORATE SEAL]

          ATTEST:/s/George S. Brooks II







          This Amendment No. 1 is hereby consented to by KU Energy
          Corporation

          KU Energy Corporation

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







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