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                                                                   Exhibit 10.60

                         RESOLUTION OF THE BOARD OF DIRECTORS
                        OF LOUISVILLE GAS AND ELECTRIC COMPANY

               RE:  AMENDMENT OF SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                   DECEMBER 8, 1994


THE FOLLOWING RESOLUTION AMENDS THE VESTING REQUIREMENTS ON REGULAR AND
DISABILITY BENEFITS  PROVIDED UNDER THE LOUISVILLE GAS AND ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (THE "PLAN"), TRANSFERS THE PLAN TO LG&E
ENERGY CORP., AND PROVIDES FOR ADDITIONAL MINOR REVISIONS IN THE PLAN.

    WHEREAS,  the Board of Directors desires to amend the Louisville Gas and
    Electric Company Supplemental Executive Retirement Plan (the "Plan") to
    provide additional benefits  to certain employees, revise the vesting
    requirements on regular and disability benefits, and transfer the Plan to
    LG&E Energy Corp.

    NOW, THEREFORE, BE IT RESOLVED, that the following amendments to the Plan
    are hereby approved, effective as of January 1, 1995:

    (1)  Section 1.2 is hereby amended in its entirety to read as follows:

         "1.2  Board of Directors' means the Board of Directors of LG&E Energy
         Corp."

    (2)  Section 1.3 is amended in its entirety to read as follows:

         "1.3  Committee means the Retirement 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."

    (3)  Section 1.4 is amended to read as follows:

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

    (4)  Section 1.6 is amended in its entirety to read as follows:

         "1.6  Early Retirement Date means, in the case of  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."

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    (5)  Section 1.11 is amended in its entirety to read as follows:

         "1.11  Plan means the LG&E Energy Corp. Supplemental Executive
         Retirement Plan."

    (6)  Section 1.13 is amended in its entirety to read as follows:

         "1.13  Service means the number of years of Service (as such term is
         defined in the Retirement Income Plan for Employees of LG&E Energy
         Corp. Who Are Not Members of a Bargaining Unit) with the Company or a
         Participating Company."

    (7)  Section 1.14 is amended in its entirety to read as follows:

         "1.14  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."

    (8)  Article I shall be amended to add the following:

         "Employer means LG&E Energy Corp. and any subsidiary or affiliated
         company."

    (9)  Section 3.3 is amended in its entirety to read as follows:

         "3.3  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 3.1 with 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 Member'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 Social Security  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:

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<TABLE>
<CAPTION>

                     Age at                 Percentage of
                  Commencement              Benefit Payable
                  ------------              ---------------
                  <S>                       <C>
                   62 - 65                  100%
                   61                        90%
                   60                        81%
                   59                        73%
                   58                        66%
                   57                        60%
                   56                        54%
                   55                        49%"

</TABLE>

    (10) Section 3.4 is amended to read as follows:

         "3.4  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 to his Normal
         Retirement Date and that the Member continued to earn Service to his
         Normal Retirement Date."

    (11) Section 3.5 is amended as follows:

         "3.5  The title "Retirement Income Plan for Employees of LG&E Energy
         Corp. Who Are Not Members of a Bargaining Unit" is substituted for
         "Retirement Income Plan for Employees of Louisville Gas and Electric
         Company Who Are Not Members of a Bargaining Unit."

    (12) Article IX  is amended to add Section 9.9 as follows:

         "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."

    (13) Subsection (a) of Section 12.4 is amended in its entirety to read as
follows:

         "12.4  (a)  The reductions provided for in clause (a) of said Section
         for benefits payable under the Retirement Income Plan for Employees of
         LG&E Energy Corp. Who Are Not Members of a Bargaining Unit (Retirement
         Income Plan) shall be calculated as if the Member continued full-time
         employment until age sixty-five (65) at the same rate of compensation
         as in effect at date of termination of

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         employment based on the terms of said plan and the law in effect on
         the date of the Member's termination of employment."

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