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                                                                   Exhibit 10.69

            LG&E ENERGY CORP. AND LOUISVILLE GAS AND ELECTRIC COMPANY
                          NON-OFFICER SENIOR MANAGEMENT
                            PENSION RESTORATION PLAN

                              Effective May 1, 1996
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            LG&E ENERGY CORP. AND LOUISVILLE GAS AND ELECTRIC COMPANY
                          NON-OFFICER SENIOR MANAGEMENT
                            PENSION RESTORATION PLAN

                                TABLE OF CONTENTS

DEFINITIONS....................................................................1

ELIGIBILITY AND MEMBERSHIP.....................................................1

PLAN BENEFITS..................................................................2

SOURCE OF BENEFITS.............................................................2

TERMINATION, AMENDMENT, MODIFICATION OR
  SUPPLEMENT OF PLAN...........................................................3

RESTRICTIONS ON BENEFITS.......................................................3

ADMINISTRATION OF THE PLAN.....................................................4

MISCELLANEOUS..................................................................4

SIGNATURES.....................................................................5


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            LG&E ENERGY CORP. AND LOUISVILLE GAS AND ELECTRIC COMPANY
                          NON-OFFICER SENIOR MANAGEMENT
                            PENSION RESTORATION PLAN

         Effective May 1, 1996, LG&E Energy Corp. and Louisville Gas and
Electric Company, both Kentucky corporations with principal offices located at
Louisville, Kentucky (each hereinafter referred to as an "Employer") established
the LG&E Energy Corp. and Louisville Gas and Electric Company Non-officer Senior
Management Pension Restoration Plan (hereinafter referred to as the "Plan"), the
terms of which are hereinafter stated.

         The purpose of the Plan is to provide additional retirement security to
certain senior management employees of the Employers to supplement the benefit
payable under the Employer's qualified defined benefit and defined contribution
plans and the benefit payable under the Federal Social Security program.

                                    ARTICLE 1

                                   DEFINITIONS

Section 1.1 Definitions

         As used herein, the capitalized words shall have the meanings specified
         in the LG&E Energy Corp. and Louisville Gas and Electric Company
         Retirement Income Plan (hereinafter referred to as the "Qualified
         Plan"), except that Average Monthly Earnings shall be computed without
         regard to any limitations imposed by Section 401(a)(17) of the Internal
         Revenue Code and before any deferrals to a non-qualified plan of
         deferred compensation.

                                    ARTICLE 2

                           ELIGIBILITY AND MEMBERSHIP

Section 2.1 Conditions

         In order to be eligible for membership, an Employee must have been
         credited with at least one (1) year of Service and be a non-officer
         senior manager who is eligible to participate in the LG&E Energy Corp.
         Nonqualified Savings Plan and who is employed by LG&E Energy Corp. or
         Louisville Gas and Electric Company.
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                                    ARTICLE 3

                                  PLAN BENEFITS

Section 3.1 Plan Benefits

         This Plan is intended to provide benefits that supplement the benefits
         provided by the Qualified Plan to the extent such Qualified Plan
         benefits are limited because of the provisions of the Internal Revenue
         Code. In order to carry out the purpose of the Plan, benefits from this
         Plan shall be calculated on the basis of a straight life annuity as
         provided in the Qualified Plan, except as otherwise provided in Article
         1 hereof, and shall be offset by the amount of the benefit payable from
         the Qualified Plan in the form of a straight life annuity. Benefits
         from this Plan shall be payable at the time and in accordance with the
         terms of the Qualified Plan, except that the Member shall not be
         required to receive his benefit from this Plan in the form of a
         qualified joint and survivor annuity.

                                    ARTICLE 4

                               SOURCE OF BENEFITS

Section 4.1 General Assets of the Employers

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

Section 4.2 The Employers' Obligation

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

Section 4.3 Rights at Termination of Employment

         This Plan does not in any way obligate the Employers or any subsidiary
         of the Employers to continue the employment of any Member of employee
         with the Employers, nor does it limit the right of the Employers or
         subsidiaries at any time and for any reason to terminate the Member's
         employment. Termination of a Member's employment with the Employers or
         any subsidiaries for any reason, whether by action of an Employer, a
         subsidiary, or the Member, shall immediately terminate the Member's
         participation in the Plan and all future obligations of the Employers
         hereunder. In no event shall the Plan, by 


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         its terms or implications, constitute an employment contract of any
         nature whatsoever with the Employers or any subsidiary and any Member.

                                    ARTICLE 5

           TERMINATION, AMENDMENT, MODIFICATION OR SUPPLEMENT OF PLAN

Section 5.1 Reservation of the Employers' Rights

         The Employers reserve the right to terminate, amend, modify or
         supplement this Plan, wholly or partially, at any time, by written
         action of the Compensation Committee of the Board of Directors of LG&E
         Energy Corp.

Section 5.2 Plan Obligations

         In the event the Employers terminate the 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
         at the time of Plan termination, the Employers 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 or his beneficiary.

                                    ARTICLE 6

                            RESTRICTIONS ON BENEFITS

Section 6.1 Anti-alienation Provisions

         No benefit or right 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 hereunder shall in
         any way 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 Employer, shall cease and, in such event, the
         Employer 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 6.2 Forfeitable Interest

         A member shall forfeit his interest under the Plan upon his commission
         of and conviction 


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         for a criminal act against the Employers or for any conduct, before or
         after his retirement from the Employers, that is, in the opinion of the
         Committee, detrimental to the interests of the Employers.

                                    ARTICLE 7

                           ADMINISTRATION OF THE PLAN

Section 7.1 Plan Administration

         The Plan will be administered as provided in Article IX of the LG&E
         Energy Corp. Supplemental Executive Retirement Plan, which Article is
         hereby incorporated herein by reference.

                                   ARTICLE 8

                                 MISCELLANEOUS

Section 8.1 Notices

         Any notices which shall or may be given under this Plan shall be in
         writing and shall be mailed by United States mail, postage prepaid. If
         notice is to be given to an Employer, such notice shall be addressed to
         the Employer, marked for the attention of the senior Human Resources
         person, LG&E Energy Corp., or, if notice is to a Member, addressed to
         the address shown on such Member's personnel records. 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 8.2 Plan Binding

         The Plan shall be binding upon the Employers and their successors and
         assign, and upon a Member, his beneficiary, assigns, heirs, executors
         and administrators.

Section 8.3 Claims Procedure

         The Employers shall establish a claims procedure by which Members or
         persons claiming on their behalf may claim the benefits payable
         hereunder and appeal any denied claims.

Section 8.4 Reimbursement of Member Expenses

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


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Section 8.5 Construction

         The Plan shall be construed in accordance with the laws of the
Commonwealth of Kentucky.

Section 8.6 Pronouns

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

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                                   SIGNATURES

         IN WITNESS WHEREOF, the Employers have caused this Plan to be executed
this ____ day of _______________________, 1996, but to be effective May 1, 1996.

Attest:  (SEAL)                        LG&E ENERGY CORP.


______________________________         _________________________________________

Attest:  (SEAL)                        LOUISVILLE GAS AND ELECTRIC COMPANY


______________________________         _________________________________________


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