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                                                                  EXHIBIT 10.74

                                 LG&E ENERGY CORP.

                       SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN









                             Effective January 1, 1998
                              As Amended and Restated
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                                 LG&E ENERGY CORP.
                       SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    INTRODUCTION

     Effective May 1, 1987, Louisville Gas and Electric Company, a Kentucky
corporation with principal offices located at Louisville, Kentucky (hereinafter
referred to as the "Company"), established the Louisville Gas and Electric
Company Supplemental Executive Retirement Plan (hereinafter referred to as the
"Plan").

     Effective January 1, 1998, the Company (n/k/a LG&E Energy Corp.) hereby
amends and restates the Plan as the LG&E Energy Corp. Supplemental Executive
Retirement Plan in order to incorporate various amendments made to the Plan
since its inception.  The terms of the Plan are hereinafter set forth.

     The purpose of the Plan continues to be to provide additional retirement
security to certain executive employees of the Company to supplement the
benefits payable under the Company's qualified retirement plans and the benefit
payable under the Federal Social Security program.

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                                     ARTICLE 1

                                    DEFINITIONS

     As used herein, the following words and phrases shall have the meanings
specified herein, unless a different meaning is plainly required by the
context, viz.,

     Section 1.1    AVERAGE MONTHLY COMPENSATION shall mean the average of
Compensation as determined for the thirty-six (36) consecutive months
preceding the Member's disability, Early or Normal Retirement Date that yield
the highest average.  If the Member has fewer than thirty-six (36) months of
continuous employment, his Average Monthly Compensation shall be the average
of Compensation for all consecutive months of continuous employment.

     Section 1.2    BOARD OF DIRECTORS means the Board of Directors of LG&E
Energy Corp.

     Section 1.3    COMMITTEE means the Benefit Committee appointed pursuant
to Article XII of the Retirement Income Plan for Employees of LG&E Energy
Corp. Who Are Not Members of a Bargaining Unit.

     Section 1.4    COMPANY means LG&E Energy Corp., a Kentucky corporation
with principal offices located at Louisville, Kentucky.

     Section 1.5    COMPENSATION means the Employee's total cash compensation
(base salary plus short term incentive pay) prior to any deferrals under any
qualified or non-qualified deferred compensation plan.  Effective on the date
of the merger between KU Energy Corporation and LG&E Energy a Transferred
Participant's Compensation means the Employee's base compensation for the
months prior to said date which are included in Average Monthly Compensation.

     Section 1.6    EARLY RETIREMENT DATE means, in the case of a Member who
has been credited with at least five (5) years of Service and whose age is at
least fifty (50), the first day of the month coincident with or otherwise
immediately following the later of the date the Member shall leave the employ
of the Employer or the date the Member reaches age fifty-five (55).  The
Member may select the first day of any later month as his Early Retirement
Date.

     Section 1.7    EFFECTIVE DATE means May 1, 1987.  The effective date of
this amended and restated Plan is January 1, 1998.

     Section 1.8    EMPLOYEE means any person who is an officer in the
regular full-time employ of the Company or a Participating Company, as
determined by the personnel rules and practices of the Company or
Participating Company.

     Section 1.9    EMPLOYER means LG&E Energy Corp. and any subsidiary or
affiliated company.

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     Section 1.10   MEMBER means any Employee who has satisfied the
requirements for membership set forth in Section 2.1.

     Section 1.11   NORMAL RETIREMENT DATE means the first day of the month
coincident with or otherwise immediately following the Member's sixty-fifth
(65th) birthday.

     Section 1.12   PARTICIPATING COMPANY means any subsidiary or affiliate
of the Company listed in Appendix A.

     Section 1.13   PLAN means the LG&E Energy Corp. Supplemental Executive
Retirement Plan.

     Section 1.14   PLAN YEAR means the twelve (12) month period beginning on
the first day of May and ending on the last day of April in the following
calendar year.

     Section 1.15   SERVICE means the number of years of Service (as such
term is defined in the LG&E Energy Corp. and Louisville Gas and Electric
Company Retirement Income Plan or effective on the date of the merger of KU
Energy Corporation and LG&E Energy Corp., the Kentucky Utilities Company
Revised Retirement Plan, collectively the "Qualified Plans") with the Company
or a Participating Company, plus a Member's years of continuous employment
with LG&E Energy Corp. and any of its wholly owned subsidiaries to the extent
such years of continuous employment have not been counted as a year of
Service under the Qualified Plans.

     Section 1.16   TOTALLY AND PERMANENTLY DISABLED refers to a Member's
total disability as defined in the Long-Term Disability Plan for Employees of
LG&E Energy Corp. Who Are Not Members of a Bargaining Unit, or effective on
the date of the merger of KU Energy Corporation and LG&E Energy Corp., the
Kentucky Utilities Company Long Term Disability Plan.

Section 1.17  TRANSFERRED PARTICIPANT means a participant who was formerly
employed by KU Energy Corporation or its subsidiaries.

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                                     ARTICLE 2

                             ELIGIBILITY AND MEMBERSHIP


     Section 2.1    ELIGIBILITY

     The following employees were approved for membership on January 3, 1990:

          Robert L. Royer
          William W. Hancock, Jr.
          Frederick Wright
          C. Gregory Uligian
          Frank L. Wilkerson
          Milton L. Fowler
          Charles A. Markel, III
          Wendy Heck

     In addition to the above, any other Employee shall become a Member of the
Plan on the first day of the month following the completion of one (1) year of
Service.  An employee of the Company or a Participating Company who becomes an
Employee shall become a Member of the Plan on the first day of the month
following his becoming an Employee, provided that he has completed at least one
(1) year of Service.

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                                     ARTICLE 3

                                RETIREMENT BENEFITS


     Section 3.1    BENEFITS AT NORMAL RETIREMENT

     Upon termination of his employment at or after his Normal Retirement
Date, a Member shall be entitled to retire and to receive a monthly
retirement income in an amount equal to sixty-four percent (64%) of his
Average Monthly Compensation, less (a) one hundred percent (100%) of his
retirement benefit payable at age sixty-five (65) as a straight life annuity
under the Qualified Plans (without regard to any assignment of benefits under
a qualified domestic relations order), (b) one hundred percent (100%) of his
Primary Social Security Benefit payable at age sixty-five (65) under the
Social Security law in effect at the beginning of the Plan Year in which
occurs the earlier of his Normal Retirement Date or date of severance for any
reason, (c) one hundred percent (100%) of any matching contribution or other
Employer contribution made on behalf of the Member under a defined
contribution plan sponsored by the Employer (provided the defined
contribution plan sponsored by the Employer was the Member's primary
retirement vehicle) and  (d) effective on the date of the merger of KU Energy
Corporation and LG&E Energy Corp., the benefit provided under Article 12 of
the LG&E Corp. Nonqualified Savings Plan by converting the lump sum value of
the account established under that Article 12 to a life annuity payable at
age sixty-five (65) using a six percent (6%) interest rate and the 1983 Group
Annuity Mortality Table for the post-age sixty-five (65) time period only,
(e) one hundred percent (100%) of his retirement benefit payable at age
sixty-five (65) as a straight life annuity under any qualified defined
benefit plan or defined contribution plan (provided such qualified defined
contribution plan was the employer's primary vehicle for retirement security)
sponsored by an employer by whom the Member was employed at any time prior to
the date such Member became employed by the Company (without regard to any
assignment of benefits under a qualified domestic relations order).  The
conversion of the Member's account balance at date of termination from his
prior employer or accrued benefit under any such qualified defined benefit or
defined contribution plan to a straight life annuity shall be based on the
adjustment factors set forth in the  LG&E Energy Corp. and Louisville Gas and
Electric Company  Retirement Income Plan  (including the factors set forth in
Article VI of such Plan to convert an account balance).  The Member's benefit
determined under the preceding provisions of this Section shall be multiplied
by a fraction not to exceed one (1), the numerator of which is the Member's
years of Service at his Normal Retirement Date, and the denominator of which
is fifteen (15).

     Section 3.2    FORMS OF PAYMENT

     The normal form of benefit payment (to which the formula indicated in
Section 3.1 applies) shall be a straight life annuity.

     Prior to the Member's benefit commencement date, he may elect to receive
his benefit in the form of an actuarially equivalent (based on the factors
set forth in Section 3.1) joint and fifty percent (50%) survivor annuity,
which shall provide a reduced monthly benefit payable for the

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life of the Member and continued thereafter in an amount fifty percent (50%)
as large to a beneficiary designated in writing by the Member.

     Section 3.3    BENEFITS AT EARLY RETIREMENT

     A Member whose age is at least fifty (50) and who has been credited with
five (5) years or more of Service may, after giving the Company at least
three (3) months written notice, retire as of an Early Retirement Date.
Commencing at his Early Retirement Date, such Member shall be entitled to
receive a monthly retirement income calculated under the formula in Section
3.1with the numerator of the fraction to be the Member's years of Service at
his Early Retirement Date.  In applying the formula, the retirement benefit
payable under the Retirement Income Plan will be the benefit payable at age
sixty-five (65), based on Average Monthly Compensation and Service to the
Member's Early Retirement Date.  The Social Security benefit will be the
benefit payable at age sixty-five (65) based on the Employee's earnings to
his Early Retirement Date.  The benefit payable under any other qualified
plan will be the benefit payable at age sixty-five (65).  The amount so
determined shall be reduced in accordance with the following factors to
reflect the Member's age at the date his benefits commence:

<TABLE>
<CAPTION>

       Age at                  Percentage of
    Commencement              Benefit payable
   -------------              ---------------
<S>   <C>                         <C>
      62 - 65                      100%
      61                           96%
      60                           92%
      59                           86%
      58                           80%
      57                           74%
      56                           68%
      55                           62%
</TABLE>

     Section 3.4    DISABILITY BENEFITS

     In the event a Member who has completed five (5) or more years of
Service becomes Totally and Permanently Disabled before reaching age
sixty-five (65), he shall be entitled to a deferred benefit beginning at his
Normal Retirement Date computed in accordance with Section 3.1 but based on
the assumptions that his Compensation in effect at date of disability
continued without change and that the Member continued to earn Service to his
Normal Retirement Date.

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                                     ARTICLE 4

                                SOURCE OF BENEFITS


     Section 4.1    DISCHARGE OF EMPLOYER OBLIGATION

     Benefits payable hereunder shall be paid exclusively from the general
assets of the Company, and no person entitled to payment hereunder shall have
any claim, right, security interest or other interest in any asset of the
Company which may be looked to for such payment.  The Company's liability for
the payment of benefits hereunder shall be evidenced only by this Plan.

     The Company shall have no obligation of any nature whatsoever to a
Member under the Plan except as otherwise expressly provided under the Plan.

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                                     ARTICLE 5

                            TERMINATION OF EMPLOYMENT


     Section 5.1    TERMINATION OF EMPLOYMENT

     This Plan does not in any way obligate the Company or any subsidiary of
the Company to continue the employment of a Member with the Company, nor does
it limit the right of the Company or subsidiary at any time and for any
reason to terminate the Member's employment.  Termination of a Member's
employment with the Company or any subsidiary for any reason, whether by
action of the Company, the subsidiary, or the Member, shall immediately
terminate his participation in the Plan and all future obligations of either
party hereunder; provided, however, that if the Member has completed at least
five (5) years of Service and reached at least age fifty (50), he shall be
vested in his benefit earned hereunder, with such benefit to be payable no
earlier than when the Member reaches age fifty-five (55).  In no event shall
the Plan, by its terms or implications, constitute an employment contract of
any nature whatsoever between the Company, a Participating Company or any
other subsidiary, and a Member.

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                                 ARTICLE 6

          TERMINATION, AMENDMENT, MODIFICATION OR SUPPLEMENT OF PLAN


     Section 6.1    EMPLOYER'S RIGHTS

     The Company reserves the right to terminate, amend, modify or supplement
this Plan, wholly or partially, at any time; provided, however, that no
amendment to the Plan shall retroactively reduce benefits earned prior to the
effective date of the amendment.

     Section 6.2    MEMBER'S RIGHTS IF PLAN TERMINATES

     In the event the Company terminates this Plan, no action will be taken
to terminate any benefit payments to a Member or beneficiary that are in pay
status.  For those Members who are not receiving benefit payments under the
Plan at the time of Plan termination, the Company shall determine the value
of the retirement benefit accrued to the date of termination and shall at
that time determine the timing for providing such benefits to the Member.  In
the event of Plan termination, all Members shall become fully vested in all
benefits accrued to the date of Plan termination.

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                                     ARTICLE 7

                          OTHER BENEFITS AND AGREEMENTS


     Section 7.1    OTHER BENEFITS

     The benefits provided for a member and a Member's beneficiary under the
Plan are in addition to any other benefits available to such member under any
plan or program of the Company, Participating Company or any other subsidiary
for their employees and, except as may otherwise be expressly provided for
herein, the Plan shall supplement and shall not supersede, modify or amend
any other plan or program of the Company, Participating Company or any other
subsidiary.  Moreover, benefits under the Plan shall not be considered
compensation for the purpose of computing contributions or benefits under any
plan maintained by the Company, Participating Company or any other subsidiary
which is qualified under sections 401(a) and 501(a) of the Internal revenue
Code of 1986, as amended.


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                                     ARTICLE 8

                             RESTRICTIONS ON BENEFITS


     Section 8.1    RESTRICTIONS ON BENEFITS

     No right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt
to anticipate, alienate, sell, assign, pledge, encumber or charge the same
shall be void.  No right or benefit shall in any manner be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled
to such benefit. If any Member or beneficiary under the Plan should become
bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber
or charge any right to a benefit hereunder, then such right or benefit, in
the discretion of the Company, shall cease and, in such event, the Company
may hold or apply the same or any part thereof for the benefit of such Member
or beneficiary, his or her spouse, children, or other dependents, or any of
them, in any manner and in such portion as the Company may deem proper.

     Section 8.2    BENEFITS FORFEITABLE

     A Member shall forfeit his interest under the Plan upon his commission
of and conviction for a criminal act against the Company or for any conduct,
before or after his retirement from the Company, that is, in the opinion of
the Committee, detrimental to the interests of the Company.

<PAGE>

                                     ARTICLE 9

                            ADMINISTRATION OF THE PLAN


     Section 9.1    GENERAL

     The general administration of the Plan, as well as construction and
interpretation thereof, shall be vested in the Committee.  The Committee may
delegate the routine administration duties to the Employment and Fringe
Benefits Department of Louisville Gas and Electric Company.

     Section 9.2    COMMITTEE STRUCTURE

     The Committee may designate one of its members as chairman and may
appoint a secretary who need not be a member of the Committee.  The secretary
shall keep minutes of the Committee' proceedings and all data, records and
documents relating to the Committee's administration of the Plan.  The
Committee may appoint from its number such sub-committees with such powers as
the Committee shall determine and may authorize one or more members of the
Committee or any agent to execute or deliver any instrument or make any
payment on behalf of the Committee.

     Section 9.3    COMMITTEE ACTIONS

     All determinations or other actions taken by the Committee shall be by
the vote of a majority of those present at a meeting at which a majority of
members are present., or in writing by all members at the time in office if
they act without a meeting.

     Section 9.4    COMMITTEE'S RIGHTS

     Subject to the Plan, the Committee shall from time to time establish
rules, forms and procedures for the administration of the Plan.  Except as
herein otherwise expressly provided, the Committee shall have the exclusive
right to interpret the Plan and to decide any and all matters arising
thereunder or in connection with the administration of the Plan, and it shall
endeavor to act, whether by general rules or by particular decisions, so as
not to discriminate in favor of or against any person.  The Committee shall
have the exclusive right to determine (i) disability in respect of a Member
and (ii) the degree thereof, either or both determinations to be made on the
basis of medical and/or other evidence as the Committee, in its sole
judgment, may require, and (iii) whether a Member's benefit is to be
forfeited under section 8.2.  Such decisions, actions and records of the
Committee shall be conclusive and binding upon the Company and all persons
having or claiming to have any right to or interest in or under the Plan.

     Section 9.5    COMMITTEE RELIANCE

     The members of the Committee and the officers and directors of the
Company shall be entitled to rely on all certificates and reports made by any
duly appointed accountants, and on all

<PAGE>

opinions given by any duly appointed legal counsel.  Such legal counsel may
be counsel for the Company.

     Section 9.6    INDEMNIFICATION

     No member of the Committee shall be liable for any act or omission of
any other member of the Committee, nor for any act or omission on his own
part, excepting only his own willful  misconduct.  The Company shall
indemnify and save harmless each member of the Committee against any and all
expenses and liabilities arising out of his membership on the Committee,
excepting only expenses and liabilities arising out of his own willful
misconduct.  Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding brought or
settlement thereof.  The foregoing right of indemnification shall be in
addition to any other rights to which any such member may be entitled as a
matter of law.

     Section 9.7    COMPUTATION OF BENEFITS

     In addition to the powers hereinabove specified, the Committee shall
have the power to compute and certify under the Plan the amount and kind of
benefits from time to time payable to Members and their beneficiaries and to
authorize all disbursements for such purposes.

     Section 9.8    EMPLOYER'S OBLIGATIONS

     To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating
to the compensation of all Members, their retirement, death or other cause
for termination of employment, and such other pertinent facts as the
Committee may require.

     Upon submission of proper documentation, the Company and any successor
employer shall reimburse a Member for all reasonable legal fees and expenses
actually incurred in the enforcement or attempted enforcement of rights under
this Plan, without regard to the success of any such attempt.

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                                     ARTICLE 10

                                   MISCELLANEOUS


     Section 10.1   NOTICES

     Any notice which shall be or may be given under the Plan shall be in
writing and shall be mailed by United States mail, postage prepaid.  If
notice is to be given to the Company, such notice shall be addressed to the
Company, marked for the attention of the Manager of  Benefits, Louisville Gas
and Electric Company, or, if notice is to a Member, addressed to the address
shown on such Member's personnel records.

     Section 10.2   CHANGE IN ADDRESS

     Any party may, from time to time, change the address to which notices
shall be mailed by giving written notice of such new address.

     Section 10.3   PLAN BINDING

     The Plan shall be binding upon the Company and its successors and
assigns, and upon a Member, his beneficiaries, assigns, heirs, executors and
administrators.

     Section 10.4   PRONOUNS

     Masculine pronouns wherever used shall include feminine pronouns and the
singular shall include the plural.


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                                     ARTICLE 11

                                    CONSTRUCTION


     Section 11.1   CONSTRUCTION

     This Plan shall be construed under the laws of the Commonwealth of
Kentucky.

<PAGE>

                                     ARTICLE 12

                                  CHANGE IN CONTROL


     Section 12.1   CHANGE OF CONTROL

     For purposes of this Plan, a "Change in Control" shall mean the
occurrence of any of the following events:

     (1)  An acquisition (other than directly from the Company) of any
securities of the Company entitled generally to vote on the election of
directors ("Voting Securities") by any "person" (as the term person is used
for purposes of sections 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended) (the "1934 Act") immediately after which such Person has
Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of twenty percent (20%) or more of the combined voting power of the
Company's then outstanding Voting Securities; provided, however, in
determining whether a Change in Control has occurred, Voting Securities which
are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall
not constitute an acquisition which would cause a Change in Control.  A
Non-Control Acquisition shall mean an acquisition by (1) an employee benefit
plan (or a trust forming a part thereof) maintained by (a) the Company or (b)
any corporation or other Person of which a majority of its voting power or
its equity securities or equity interest is owned directly or indirectly by
the Company, or (2) the Company or any subsidiary.

     (2)  The individuals who are members of the Board cease for any reason
to constitute at least two-thirds (2/3) of the Board; provided, however, that
if the election or nomination for election by the Company's stockholders, of
any new director was approved by a vote of at least two-thirds (2/3) of the
incumbent Board, such new director, for purposes of this Plan, shall be
considered as a member of the incumbent Board; provided, further, however,
that no member shall be considered a member of the incumbent Board if such
individual initially assumed office as the result of either an actual or
threatened Election Contest (as described in Rule 14a-11 promulgated under
the 1934 Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a "Proxy Contest")
including by reason of an agreement intended to avoid or settle any Election
Contest or Proxy Contest; or

     (3)  Approval by stockholders of the Company of  (1) a merger,
consolidation or reorganization involving the Company, unless (i) the
stockholders of the Company immediately before such merger, consolidation or
reorganization, own, directly or indirectly, immediately following such
merger, consolidation or reorganization, at least seventy-five percent (75%)
of the combined voting power of the then outstanding voting securities of the
corporation resulting from such merger, consolidation or reorganization (the
"Surviving Corporation") in substantially the same proportion as their
ownership of the Voting Securities immediately before such merger,
consolidation or reorganization, and (ii) the individuals who were members of
the incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at
least two-thirds (2/3) of the board of directors of the

<PAGE>

Surviving Corporation; (2) a complete liquidation or dissolution of the
Company; or (3) an agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a subsidiary).

     Notwithstanding the preceding clauses (1), (2) and (3), a Change in
Control shall not be deemed to occur solely because any Person (the "Subject
Person") acquired Beneficial Ownership of more than the permitted amount of
the outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares Beneficially Owned
by the Subject Person, provided that if a Change of Control would occur (but
for the operation of this sentence) as a result of the acquisition of Voting
Securities by the Company, and after such acquisition by the Company, the
Subject Person becomes the Beneficial Owner of any additional Voting
Securities which increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur.

     Section 12.2   VESTING

     Upon the occurrence of a Change in Control, all Members of the Plan as
of the date of the Change in Control shall become fully vested.

<PAGE>

                                     ARTICLE 13

                                  CLAIMS PROCEDURE


     Section 13.1   WRITTEN CLAIM REQUIRED

     Benefits shall be paid in accordance with the provisions of this
agreement. The Member, or a designated recipient or any other person claiming
through the Member shall make a written request for benefits under this
agreement.  This written claim shall be mailed or delivered to the Committee.
 Such claim shall be reviewed by the Committee or its delegate.

     Section 13.2   PROCEDURE IF CLAIM DENIED

     If the claim is denied, in full or in part, the Committee shall provide
a written notice within ninety (90) days setting forth the specific reasons
for denial, and any additional material or information necessary to perfect
the claim, and an explanation of why such material or information is
necessary, and appropriate information and explanation of the steps to be
taken if a review of the denial is desired.

     Section 13.3   REVIEW OF CLAIM DENIAL

     If the claim is denied and a review is desired, the Member (or
beneficiary) shall notify the Committee in writing within sixty (60) days (a
claim shall be deemed denied if the Committee does not take any action within
the aforesaid ninety (90) day period) after receipt of the written notice of
denial.  In requesting a review, the Member or his Beneficiary may request a
review of the Plan Document or other pertinent documents with regard to the
employee benefit plan created under this agreement, may  submit any written
issues and comments, may request an extension of time for such written
submission of issues and comments, and may request that a hearing be held,
but the decision to hold a hearing shall be within the sole discretion of the
Committee.

     Section 13.4   FINAL DECISION

     The decision on the review of the denied claim shall be rendered by the
Committee within sixty (60) days after the receipt of the request for review
(if no hearing is held) or within sixty (60) days after the hearing if one is
held. The decision shall be written and shall state the specific reasons for
the decision, including reference to specific provisions of this Plan on
which the decision is based.

<PAGE>

                                  SIGNATURES

     IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer on this              day of
                 , 1998, but effective as of the first day of January, 1998,
unless otherwise provided for herein.

LG&E ENERGY CORP.


By



ATTEST:


By

<PAGE>


                                     APPENDIX A

                              PARTICIPATING EMPLOYERS


LG&E Energy Corp.

Louisville Gas and Electric Company


Kentucky Utilities Company (effective date of the merger of KU Energy
Corporation and LG&E Energy Corp.)