KENTUCKY UTILITIES COMPANY
                         DIRECTOR DEFERRED COMPENSATION PLAN

              (As Amended and Restated Effective As Of December 1, 1995)


                                      ARTICLE I

                                       Purpose

                    The Kentucky Utilities Company Director Deferred

          Compensation Plan (the "Plan") was established, effective June 1,

          1989, to provide eligible directors of Kentucky Utilities Company

          with the opportunity to defer some or all of the compensation

          which may be payable to them for services to be performed as

          members of the Board of Directors of Kentucky Utilities Company.

          The terms and conditions of the Plan, as amended and restated

          effective as of December 1, 1995, are set forth below.


                                      ARTICLE II

                                     Definitions

                    The following words and phrases shall have the meanings

          set forth below unless a different meaning is clearly required by

          the context:

                         (a)  Account:  The account maintained
                    for each Participant showing his or her
                    interest under the Plan which shall be
                    divided into Subaccount I and Subaccount II
                    as provided in Section 4.1.

                         (b)  Accounting Date:  Each March 31,
                    June 30, September 30 and December 31 of each
                    calendar year.  The first Accounting Date
                    under the Plan was June 30, 1989.

                         (c)  Beneficiary:  The person or persons
                    (natural or otherwise) designated, in
                    accordance with Section 5.4, to receive the

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                    distribution of a Participant's Account
                    balance in the event of the Participant's
                    death.

                         (d)  Board:  The Board of Directors of
                    the Company.

                         (e)  Committee:  The Compensation
                    Committee of the Board.

                         (f)  Company:  Kentucky Utilities
                    Company, a corporation organized and existing
                    under the laws of the Commonwealth of
                    Kentucky.

                         (g)  Compensation:  Any retainer and
                    meeting fees payable to the Director by the
                    Company for services rendered as a member of
                    the Board or any committee thereof.

                         (h)  Director:  Any member of the Board
                    on or after the Effective Date who is
                    separately compensated for his or her
                    services as a member of the Board.

                         (i)  Effective Date:  June 1, 1989.

                         (j)  Fair Market Value:  The closing
                    price of the Parent's Common Stock as
                    reported in the listing of the New York Stock
                    Exchange - Composite Transactions on a
                    specified date.

                         (k)  Parent:  KU Energy Corporation or
                    any successor thereto.

                         (l)  Participant:  A Director
                    participating in the Plan in accordance with
                    the provisions of Section 3.2, or a former
                    Director whose Account balance under the Plan
                    has not been paid in full.

                         (m)  Plan:  The Kentucky Utilities
                    Company Director Deferred Compensation Plan
                    set forth in this instrument, as it may be
                    amended from time to time.

                         (n)  Service:  An individual's service
                    on the Board and on the boards of the Parent
                    or any Subsidiary.

                         (o)  Subsidiary:  An entity in which the
                    Company or the Parent directly or indirectly
                    beneficially owns 50% or more of the voting
                    securities.

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                                     ARTICLE III

                            Eligibility and Participation

                    3.1  Eligibility:  Each member of the Board who was a

          Director on the Effective Date was eligible to participate in the

          Plan as of the Effective Date.  Each other Director shall be

          eligible to participate in the Plan as of the first day of the

          month next following the date he or she becomes a Director.

                    3.2  Participation:  A Director may elect to

          participate in the Plan effective as of the date the Director

          first becomes eligible to participate as provided in Section 3.1,

          or effective as of the January 1st of any calendar year beginning

          after such date, by filing written notice of such election with

          the Company prior to the effective date of such election.  Such

          notice shall be accompanied by (i) an election to defer

          Compensation as provided in Section 3.4, (ii) an election with

          respect to Account adjustments as provided in Section 4.3, and

          (iii) an election as to the method of payment as provided in

          Section 5.1.  Upon filing such election notice, the Director

          shall become a Participant in the Plan effective as of the date

          elected as permitted in this Section 3.2.

                    3.3  Crediting of Compensation:  Commencing on the

          effective date of a Participant's participation in the Plan and

          continuing during the period that Compensation is to be credited

          to the Participant's Account under the Plan, the Company shall

          defer payment of and credit to the Participant's Account all or

          such portion, as elected by the Participant under Section 3.4, of

          the Compensation that the Participant would have received for

          services rendered by the Participant during such period as a

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          member of the Board but for his participation in the Plan, such

          credits to be made as provided in Section 4.2(b).

                    3.4  Election to Defer:  At the time a Director elects

          to become a Participant, the Director shall elect to have from

          10% to 100%, in specified multiples of 10%, of his or her

          Compensation for services rendered subsequent to the date the

          Director becomes a Participant deferred under the Plan and

          credited to his or her Account as provided in Section 3.3.  Such

          election shall remain in effect until changed or terminated as

          hereinafter provided.

                    A Participant may change his or her election under this

          Section 3.4 effective as of the January 1st of any calendar year

          with respect to Compensation for services to be rendered as a

          Director on or subsequent to such January 1st, by giving the

          Company written notice of such change prior to such January 1st.

          Any change may (i) increase or decrease, within the limits

          prescribed in the preceding paragraph, the portion of

          Compensation to be deferred and credited to the Participant's

          Account as provided in Section 3.3, (ii) terminate an election to

          defer Compensation under this Section 3.4 or (iii) resume the

          deferral of Compensation under the Plan within the limits

          prescribed in the preceding paragraph.  A change in the portion

          of Compensation deferred or the termination of a Participant's

          election to defer Compensation shall not entitle the Participant

          to receive payment of his or her Account balance, which shall be

          payable only as provided in Article V.





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                    Any election or change in election under this

          Section 3.4 shall be made on a form provided or prescribed by the

          Company.


                                      ARTICLE IV

                                Participants' Accounts

                    4.1  Individual Accounts:  A separate Account shall be

          maintained by the Company on its books for each Participant.

          Such Account shall be divided into subaccounts to specifically

          identify the portion of the Account subject to adjustment under

          Section 4.3(a) ("Subaccount I") and the portion of the Account

          subject to adjustment under Section 4.3(b) ("Subaccount II").  As

          of January 1, 1995, each Participant's Account shall be allocated

          to Subaccount I unless the Participant has elected otherwise as

          of such date as provided in Section 4.3.  Subaccounts I and II

          may, in turn, be further subdivided into such subaccounts as the

          Company considers desirable for purposes of the administration of

          the Plan.

                    4.2  Accounting Procedures:  Each Participant's Account

          shall be adjusted as of each Accounting Date as follows and in

          the following order:

                         (a)  The amount of any transfer to or
                    from Subaccount I or Subaccount II of the
                    Participant's Account, pursuant to a change
                    in election or deemed election under Section
                    4.3, made as of the first day of the calendar
                    quarter ending on such Accounting Date shall
                    be added to or subtracted from, as the case
                    may be, the applicable Subaccounts as of the
                    first day of such calendar quarter.

                         (b)  Each Participant's Account shall
                    next be credited with the amount of
                    Compensation to be credited to his or her
                    Account as provided in Section 3.3 during the

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                    calendar quarter ending on such Accounting
                    Date.  Credits shall be made as of the last
                    business day of the respective calendar
                    months in which such Compensation would have
                    been paid to the Participant by the Company
                    but for his or her participation in the Plan
                    and shall be allocated to Subaccount I or
                    Subaccount II in accordance with the
                    Participant's election or deemed election as
                    in effect as of the respective dates as of
                    which the credits are made.

                         (c)  Each Participant's Account shall
                    next be charged as of such Accounting Date
                    with the amount of any distributions under
                    the Plan to the Participant or to his or her
                    Beneficiary effective as of or prior to such
                    Accounting Date.

                         (d)  Subaccount I of each Participant's
                    Account shall next be credited with the
                    amount equivalent to interest, as determined
                    under Section 4.3(a), to be added to the
                    Participant's Account as of such Accounting
                    Date.

                         (e)  Subaccount II of each Participant's
                    Account shall next be adjusted upwards or
                    downwards, as the case may be, in accordance
                    with Section 4.3(b), to reflect the Fair
                    Market Value of the hypothetical shares of
                    Parent Common Stock allocated to Subaccount
                    II of the Participant's Account as of such
                    Accounting Date.

               4.3  Election With Respect to Subaccount Adjustments:

          Subaccount I and Subaccount II of a Participant's Account are

          subject to adjustment as provided in Section 4.2 as follows:

                         (a)  Subaccount I Adjustments.
                    Subaccount I of a Participant's Account shall
                    be adjusted as of an applicable Accounting
                    Date by the addition of an amount equivalent
                    to interest.  The interest equivalent to be
                    credited as of an Accounting Date shall be
                    equal to the interest that would be earned on
                    the average of the balances in Subaccount I
                    of the Participant's Account at the end of
                    each calendar month during the calendar
                    quarter ending on such Accounting Date, at a
                    rate per annum which equals the average prime
                    rate charged by banks as reported in the


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                    Federal Reserve Bulletin published on or next
                    prior to such Accounting Date.

                         (b)  Subaccount II Adjustments:
                    Subaccount II of a Participant's Account
                    shall be adjusted as of an applicable
                    Accounting Date occurring after December 31,
                    1994 to equal the Fair Market Value as of
                    such Accounting Date (or, if the Accounting
                    Date is not a trading date, as of the trading
                    date next preceding such Accounting Date) of
                    the number of hypothetical shares of Parent
                    Common Stock allocated to Subaccount II of
                    the Participant's Account as of such
                    Accounting Date.  The number of hypothetical
                    shares of Parent Common Stock allocated to
                    Subaccount II of a Participant's Account as
                    of any date shall be equal to the number of
                    shares of Parent Common Stock that would be
                    allocated to the Account as of such date if
                    (i) the Compensation credited to the
                    Participant's Account to be allocated to
                    Subaccount II was invested in the Parent's
                    Common Stock at Fair Market Value on the
                    trading day that is coincident with or next
                    preceding the last day of the calendar month
                    in which such Compensation would have been
                    paid to the Participant but for participation
                    in the Plan, (ii) any balance transferred
                    effective as of January 1, 1995 from
                    Subaccount I due to the one-time election
                    permitted under the following provisions of
                    this Section 4.3 was invested in the Parent's
                    Common Stock at the average Fair Market Value
                    on trading days during the month of December,
                    1994, (iii) cash dividends on the shares of
                    Parent Common Stock treated as allocated to
                    Subaccount II of the Participant's Account
                    were automatically reinvested in the Parent's
                    Common Stock at Fair Market Value on the
                    trading day that is coincident with or next
                    following the applicable dividend payment
                    date, and (iv) any transfers to Subaccount I
                    due to a change in election under Section 4.3
                    or any distributions from Subaccount II of
                    the Participant's Account were made at Fair
                    Market Value on the trading day that is
                    coincident with or next preceding the
                    effective date of such change of election or
                    distribution of the number of hypothetical
                    shares of Parent Common Stock needed to make
                    such transfer or distribution, which
                    hypothetical shares shall be subtracted from
                    the number of shares treated as allocated to
                    Subaccount II of the Participant's Account as

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                    of the effective date of the transfer or
                    distribution.

                    At the time a Director elects to become a Participant

          or as of January 1, 1995, if later, the Director shall elect to

          have the Compensation thereafter deferred under Section 3.4 and

          credited to the Participant's Account allocated, in specified

          multiples of 10%, to Subaccount I or Subaccount II.  If a

          Director who is a Participant as of December 31, 1994 fails to

          make an election hereunder as of January 1, 1995, he shall be

          deemed to have elected to have Compensation deferred on or after

          January 1, 1995 allocated to Subaccount I.  A Participant's

          election or deemed election under this Section 4.3 shall remain

          in effect until changed as hereinafter provided.

                    A Participant may change his or her election or deemed

          election under this Section 4.3 effective as of the January 1st

          of any calendar year beginning on or after January 1, 1995 by

          giving the Company written notice of such change prior to such

          January 1st.  Any change shall direct that subsequent

          Compensation credits under Section 3.3 be allocated, in specified

          multiples of 10%, to Subaccount I or Subaccount II.  Such change

          shall be effective commencing with the January 1st elected and

          shall remain in effect until further changed as provided herein.

          In addition, a Director who is a Participant as of December 31,

          1994 may make a one-time election to have the Balance (as

          hereinafter defined) credited to the Participant's Account as of

          December 31, 1994 transferred, in specified multiples of 10%, to

          Subaccount II effective as of January 1, 1995.  For purposes of

          the preceding sentence, "Balance" shall mean the portion of the


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          amount credited to the Participant's Account as of December 31,

          1994 attributable to Compensation deferred under the Plan

          subsequent to April 30, 1992 plus the interest equivalent

          credited to the Account in respect of such Compensation since

          April 30, 1992 through December 31, 1994.

                    Any election or change in election under this Section

          4.3 shall be made on a form provided or prescribed by the

          Company.

                    Notwithstanding the foregoing provisions of this

          Section 4.3, if a Participant terminates his or her Service and

          any portion of the balance credited to his or her Account is to

          be paid in accordance with Payment Method II or Payment Method

          III as provided in Section 5.1, any balance in Subaccount II of

          the Participant's Account shall be transferred by a deemed

          election to Subaccount I of the Participant's Account as of the

          day after the Accounting Date that is coincident with or next

          following the Participant's termination of Service.


                                      ARTICLE V

                               Distribution of Benefits

                    5.1  Termination For Reasons Other Than Death:  Within

          15 days after the Accounting Date coincident with or next

          following the date on which the Participant terminates his or her

          Service for any reason other than death (but not earlier than

          July 1, 1995 if a Participant made the one-time election

          permitted under Section 4.3 to transfer all or part of his or her

          Account to Subaccount II effective as of January 1, 1995) the

          Company shall pay, or commence to pay, to the Participant in cash


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          the amount credited to his or her Account.  Payment shall be made

          in accordance with Payment Method I, Payment Method II or Payment

          Method III, below, as elected by the Director:

                         (a)  Payment Method I - By payment in a
                    lump sum of the portion, if any, of the
                    amount credited to the Participant's Account
                    as of the Accounting Date coincident with or
                    next following the date on which the
                    Participant terminates his or her Service
                    which is to be paid pursuant to this Payment
                    Method I.

                         (b)  Payment Method II - By payment in
                    quarterly installments, the number of which
                    shall be the lesser of (i) 40 or (ii) the
                    aggregate number of full calendar quarters
                    during which compensation was credited to the
                    Participant's Account under the Plan and to
                    his or her account under any similar plan of
                    the Parent or a Subsidiary (but not counting
                    any such calendar quarter more than once)
                    while an election with respect to this
                    Payment Method II or a similar payment method
                    under any such other plan was in effect.  The
                    amount of each installment shall be equal to
                    the quotient obtained by dividing the
                    portion, if any, of the balance credited to
                    Participant's Account as of the Accounting
                    Date coincident with or next preceding the
                    date of such installment payment which is to
                    be paid pursuant to this Payment Method II by
                    the number of installment payments remaining
                    to be made to such Participant at the time of
                    such calculation.

                         (c)  Payment Method III - By payment in
                    annual installments, the number of which
                    shall be the lesser of (i) 10 or (ii) the
                    aggregate number of full calendar years (but
                    not less than one) during which compensation
                    was credited to the Participant's Account
                    under the Plan and to his or her account
                    under any similar plan of the Parent or a
                    Subsidiary (but not counting any such
                    calendar year more than once) while an
                    election with respect to this Payment Method
                    III or a similar payment method under any
                    such other plan was in effect.  The amount of
                    each installment shall be equal to the
                    quotient obtained by dividing the portion, if
                    any, of the balance credited to Participant's
                    Account as of the Accounting Date coincident

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                    with or next preceding the date of such
                    installment payment which is to be paid
                    pursuant to this payment Method III by the
                    number of installment payments remaining to
                    be made to such Participant at the time of
                    such calculation.

          A method of payment shall be elected by the Director at the time

          the Director elects to become a Participant, which method of

          payment election shall remain in effect until changed as

          hereinafter provided.

               A Participant may change his or her payment method election

          under this Section 5.1 effective as of the January 1st of any

          calendar year beginning on or after January 1, 1996 by giving the

          Company written notice of such change prior to the January 1st as

          of which the change is to be effective.  A change in a payment

          method election, however, shall only be effective with respect to

          amounts credited to the Participant's Account attributable to

          Compensation deferred under the Plan for services to be rendered

          on or subsequent to such January 1st and while such change in

          payment method election shall remain in effect.  A change in

          payment method election shall remain in effect until further

          changed as provided herein.

                    An election or change in election as to the method of

          payment shall be made on a form provided or prescribed by the

          Company and once made shall be irrevocable with respect to

          amounts credited to the Participant's Account that are

          attributable to Compensation deferred under the Plan for services

          rendered during the period for which the payment method election

          or change thereof was in effect.




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                    5.2  Death:  Upon the death of a Participant, whether

          before or after termination as a member of the Board, prior to

          the complete distribution of the balance credited to his or her

          Account, any undistributed amount credited to the Participant's

          Account as of the Accounting Date coincident with or next

          following the Participant's date of death shall be paid in cash

          in a lump sum to the Participant's Beneficiary within 15 days

          after such Accounting Date (but not earlier than July 1, 1995 if

          a Participant made the one-time election permitted under Section

          4.3 to transfer all or part of his or her Account to Subaccount

          II effective as of January 1, 1995).

                    5.3  Hardship Distribution:  With the written consent

          of the Committee, a Participant may withdraw, as of an Accounting

          Date prior to termination of Service, from the portion of his or

          her Account credited to Subaccount I as of such Accounting Date a

          cash amount not in excess of the balance credited to Subaccount I

          of the Participant's Account as of such Accounting Date.  The

          Committee, in its sole discretion, may consent to such withdrawal

          but only if the withdrawal is necessary, upon demonstration by or

          on behalf of the Participant, because of a substantial financial

          hardship of the Participant as a result of accident, illness or

          disability.  The Committee, in its sole discretion, shall

          determine the amount of such a distribution that is needed to

          meet the need created by the hardship.  Any such distribution

          shall be charged to the Participant's Account credited to

          Subaccount I and, in such manner as the Committee shall determine

          in its discretion, among any payment method subaccounts

          thereunder.

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                    5.4  Beneficiary:  As used in the Plan, the term

          "Beneficiary" means:

                         (a)  The last person designated as
                    Beneficiary by the Participant in a written
                    notice on a form prescribed by and filed with
                    the Company;

                         (b)  If there is no designated
                    Beneficiary or if the person so designated
                    shall not survive the Participant, such
                    Participant's spouse; or

                         (c)  If no such designated Beneficiary
                    and no such spouse is living upon the death
                    of a Participant, or if all such persons die
                    prior to the full distribution of the
                    Participant's Account, then the legal
                    representative of the last survivor of the
                    Participant and such persons, or, if the
                    Company shall not receive notice of the
                    appointment of any such legal representative
                    within one year after such death, the
                    heirs-at-law of such survivor (in the
                    proportions in which they would inherit his
                    intestate personal property) shall be the
                    Beneficiaries to whom the then remaining
                    balance of the Participant's Account shall be
                    distributed.

          Any Beneficiary designation may be changed from time to time by

          like notice similarly delivered.  No notice given under this

          Section shall be effective unless and until the Company actually

          receives such notice and enters it in its records.


                                      ARTICLE VI

                                Financing of Benefits

                    The Plan shall be a nonqualified and unfunded plan.

          Benefit payments under the Plan shall represent an unsecured

          general obligation of the Company and shall be paid by the

          Company from its general assets.  No special fund or trust shall

          be created or held for the financing of benefits under the Plan.



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                                     ARTICLE VII

                                 Facility of Payment

                    Whenever a person entitled to receive any payment under

          the Plan is a person under legal disability or a person not

          adjudicated incompetent but who, by reason of illness or mental

          or physical disability, is in the opinion of the Committee unable

          properly to manage his or her affairs, then such payments shall

          be paid in such of the following ways as the Committee deems

          best:  (a) to such person directly; (b) to the legally appointed

          guardian or conservator of such person; (c) to some relative or

          friend of such person for his or her benefit; (d) for the benefit

          of such person in such manner as the Committee considers

          advisable.  Any payment made in accordance with the provisions of

          this Article shall be a complete discharge of any liability for

          the making of such payment under the Plan, and the distributee's

          receipt shall be a sufficient discharge to the Company.


                                     ARTICLE VIII

                                    Administration

                    The Plan shall be administered by the Compensation

          Committee of the Board.  The Committee shall have such duties

          and powers as may be necessary to discharge its duties hereunder,

          including, but not by way of limitation, to construe and

          interpret the Plan, decide all questions of eligibility and

          determine the amount and time of payment of benefits hereunder.

          The Committee shall have no power to add to, subtract from or

          modify any of the terms of the Plan, or to change or add to any

          benefits provided under the Plan, or to waive or fail to apply


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          any requirements of eligibility for a benefit under the Plan.  No

          Participant who is a member of such Committee may vote on any

          question relating specifically to himself or herself.


                                      ARTICLE IX

                                    Miscellaneous

                    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 the Parent, including, but not limited to, the

          KU Energy Corporation Director Retirement Retainer Program or the

          Kentucky Utilities Company Director Retirement Retainer Program.

                    9.2  Successors.  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 to 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 of or 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 sale,

          merger, consolidation, reorganization or otherwise (and such

          successor shall thereafter be deemed the "Company" for the

          purposes of this Plan), and the heirs, executors and

          administrators of each Director.




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                    9.3  Interests Not Transferable.  No person shall have

          any right to commute, encumber, pledge or dispose of any right to

          receive payments hereunder, nor shall such payments be subject to

          seizure, attachment or garnishment for the payments of any debts,

          judgments, alimony or separate maintenance obligations or be

          transferable by operation of law in the event of bankruptcy,

          insolvency or otherwise, all payments and rights hereunder being

          expressly declared to be nonassignable and nontransferable.

                    9.4  Amendment and Termination.  The Plan may be

          amended from time to time or terminated by the Board at any time,

          but no amendment or termination may adversely affect the rights

          of any person without his or her prior written consent.

                    9.5  Applicable Law.  This Plan shall be construed in

          accordance with and governed by the laws of the Commonwealth of

          Kentucky.

                    9.6  Notices.  For all purposes of this Plan, all

          communications provided for herein shall be in writing and shall

          be deemed to have been duly given when delivered or five business

          days after having been mailed by United States registered or

          certified mail, return receipt requested, postage prepaid,

          addressed to the Company (to the attention of the Secretary of

          the Company) at its principal executive office and to a

          Participant at his or her principal residence, or to such other

          address as any party may have furnished to the other in writing

          and in accordance herewith, except that notices of change of

          address shall be effective only upon receipt.

                    9.7  Severability:  Each section, subsection and lesser

          section of this Plan constitutes a separate and distinct

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          undertaking, covenant and/or provision hereof.  Whenever

          possible, each provision of this Plan shall be interpreted in

          such manner as to be effective and valid under applicable law.

          In the event that any provision of this Plan shall finally be

          determined to be unlawful, such provision shall be deemed severed

          from this Plan, but every other provision of this Plan shall

          remain in full force and effect, and in substitution for any such

          provision held unlawful, there shall be substituted a provision

          of similar import reflecting the original intention of the

          parties hereto to the extent permissible under law.

                    9.8  Withholding of Taxes:  The Company may withhold

          from any amounts payable under this Plan all federal, state, city

          and other taxes as shall be legally required.

                    IN WITNESS WHEREOF, Kentucky Utilities Company has

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

          of the Board and Chief Executive Officer and its Corporate Seal






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          to be hereunto affixed, attested by its Secretary, on this

          day of January, 1996.


                                             KENTUCKY UTILITIES COMPANY




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


          [Corporate Seal]


          ATTEST:



           /s/ George S. Brooks II
                 Secretary







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