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                                                                  Exhibit 10.52
                                  LG&E ENERGY CORP.
                    AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Effective January 1, 1996

ARTICLE 1  ESTABLISHMENT, PURPOSE, AND DURATION

    1.1.   ESTABLISHMENT OF THE PLAN.  Louisville Gas and Electric Company
(hereinafter referred to as "LG&E"), a Kentucky corporation, established,
effective January 1, 1990, an incentive compensation plan known as the "Omnibus
Long-Term Incentive Plan" (hereinafter referred to as the "Plan"), which permits
the grant of Incentive Stock Options, Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Performance Units and Performance Shares.
The Plan was originally approved by the Board of Directors of LG&E in 1989, and
was ratified by a majority of the stockholders of LG&E on June 11, 1990.

    As part of the restructuring of LG&E pursuant to which LG&E Energy Corp.
(hereinafter referred to as the "Company") became the parent holding company of
LG&E, and pursuant to the authority granted by the Board of Directors of LG&E
and the Board of Directors of the Company, the Plan was amended and restated,
effective August 18, 1990, to provide for the issuance under the Plan of common
stock of the Company in lieu of common stock of LG&E and to provide for the
assumption of the Plan by the Company, which actions were also approved by the
shareholders of LG&E as part of their approval of the restructuring.

    The Plan is hereby amended and restated, effective January 1, 1996;
provided that the Plan, as amended and restated, shall be approved by the
affirmative vote of a majority of the shares of common stock of the Company
present or represented and entitled to vote at a meeting of the Company's
shareholders.  The Plan is being amended and restated, among other things, to
extend the term of the Plan, to increase the number of shares of common stock of
the Company that may be delivered under the Plan, and to comply with the
performance-based compensation exemption under the proposed regulations to
Internal Revenue Code Section 162(m) issued by the Department of Treasury.

    This Plan as amended and restated includes adjustments made to reflect 
the effects of a 2-for-1 stock split authorized by the Board of Directors on 
March 6, 1996.

    All Awards granted prior to the amendment and restatement of the Plan are
hereby ratified and shall remain in full force and effect, subject to possible
amendment, adjustment, modification or termination as hereinafter provided.

    1.2.   PURPOSE OF THE PLAN.  The purpose of the Plan is to promote the
success of the Company and its Subsidiaries by providing incentives to Key
Employees that will link their personal interests to the long-term financial
success of the Company and its Subsidiaries and to growth in shareholder value.
The Plan is designed to provide flexibility to the Company and its Subsidiaries
in their ability to motivate, attract, and retain the services of Key Employees
upon

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Whose judgment, interest, and special effort the successful conduct of their
operations is largely dependent.

    1.3.   DURATION OF THE PLAN.  The Plan commenced on January 1, 1990, as
described in Section 1.1 herein.  The Plan shall remain in effect, subject to
the right of the Board of Directors to terminate the Plan at any time pursuant
to Article 13 herein, until all Shares subject to it shall have been purchased
or acquired according to the provisions herein.  However, in no event may an
Award be granted under the Plan on or after January 1, 2001, which is the fifth
(5th) anniversary of the effective date of this amendment and restatement of the
Plan.

ARTICLE 2. DEFINITIONS AND CONSTRUCTION

    2.1.   DEFINITIONS.  Whenever used in the Plan, the following terms shall
have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:

    (a)    "Award" means, individually or collectively, a grant under this Plan
           of Incentive Stock Options, Nonqualified Stock Options, Stock
           Appreciation Rights, Restricted Stock, Performance Units, or
           Performance Shares.

    (b)    "Beneficial Owner" shall have the meaning ascribed to such term in
           Rule 13d-3 of the General Rules and Regulations under the Exchange
           Act.

    (c)    "Board" or "Board of Directors" means the Board of Directors of the
           Company.

    (d)    "Cause" shall mean the occurrence of any one of the following:

           (i)     The willful and continued failure by a Participant to
                   substantially perform his/her duties (other than any such
                   failure resulting from the Participant's disability), after
                   a written demand for substantial performance is delivered to
                   the Participant that specifically identifies the manner in
                   which the Company or any of its Subsidiaries, as the case
                   may be, believes that the Participant has not substantially
                   performed his/her duties, and the Participant has failed to
                   remedy the situation within ten (10) business days of
                   receiving such notice; or

           (ii)    the Participant's conviction for committing a felony in
                   connection with the employment relationship; or

           (iii)   the willful engaging by the Participant in gross misconduct
                   materially and demonstrably injurious to the Company or any
                   of its Subsidiaries.  


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                   However, no act, or failure to act, on the Participant's 
                   part shall be considered "willful" unless done, or omitted 
                   to be done, by the Participant not in good faith and without
                   reasonable belief that his/her action or omission was in the
                   best interest of the Company or any of its Subsidiaries.

    (e)    "Change in Control" shall be deemed to have occurred if the
           conditions set forth in any one of the following paragraphs shall
           have been satisfied:

           (i)     any Person (other than a trustee or other fiduciary holding
                   securities under an employee benefit plan of the Company or
                   any of its Subsidiaries, or a corporation owned directly or
                   indirectly by the common stockholders of the Company in
                   substantially the same proportions as their ownership of
                   Stock of the Company), is or becomes the Beneficial Owner,
                   directly or indirectly, of securities of the Company
                   representing 15% or more of the combined voting power of the
                   Company's then outstanding securities; or

           (ii)    during any period of two (2) consecutive years (not
                   including any period prior to the Effective Date),
                   individuals who at the beginning of such period constitute
                   the Board and any new director, whose election by the Board
                   or nomination for election by the Company's stockholders,
                   was approved by a vote of at least two-thirds (2/3) of the
                   directors then still in office who either were directors at
                   the beginning of the period or whose election or nomination
                   for election was previously so approved, cease for any
                   reason to constitute a majority thereof; or

           (iii)   the stockholders of the Company approve (A) a plan of
                   complete liquidation of the Company; or (B) an agreement for
                   the sale or disposition of all or substantially all the
                   Company's assets; or (C) a merger or consolidation of the
                   Company with any other corporation, other than a merger or
                   consolidation which would result in the voting securities of
                   the Company outstanding immediately prior thereto continuing
                   to represent (either by remaining outstanding or by being
                   converted into voting securities of the surviving entity),
                   at least 50% of the combined voting power of the voting
                   securities of the Company (or such surviving entity)
                   outstanding immediately after such merger or consolidation.

           However, in no event shall a Change in Control be deemed to have
           occurred, with respect to a Participant, if the Participant is part
           of a purchasing group which consummates the Change in Control
           transaction.  The Participant shall be deemed "part of a purchasing
           group. . . " for purposes of the preceding sentence if the


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           Participant is an equity participant or has agreed to become an
           equity participant in the purchasing company or group (except for
           (i) passive ownership of less than 5% of the voting securities of
           the purchasing company or (ii) ownership of equity participation in
           the purchasing company or group which is otherwise not deemed to be
           significant, as determined prior to the Change in Control by a
           majority of the nonemployee continuing members of the Board).

    (f)    "Code" means the Internal Revenue Code of 1986, as amended from time
           to time.

    (g)    "Committee" means the committee appointed by the Board to administer
           the Plan pursuant to Article 3 herein.

    (h)    "Company" means LG&E Energy Corp., a Kentucky corporation, or any
           successor thereto as provided in Article 15 herein.

    (i)    "Covered Employee" means any Participant designated prior to the
           grant of Restricted Stock, Performance Units or Performance Shares
           by the Committee who is or may be a "covered employee" within the
           meaning of Section 162(m)(3) of the Code in the year in which such
           Restricted Stock, Performance Units or Performance Shares are
           taxable to such Participant.

    (j)    "Exchange Act" means the Securities Exchange Act of 1934, as amended
           from time to time.

    (k)    "Fair Market Value" means the average of the highest price and
           lowest price at which the Stock was traded on the relevant date, or
           on the most recent date on which the Stock was traded prior to such
           date, as reported on the composite tape of the New York Stock
           Exchange.

    (l)    "Incentive Stock Option" or "ISO" means an option to purchase Stock,
           granted under Article 6 herein, which is designated as an incentive
           stock option and is intended to meet the requirements of Section 422
           of the Code.

    (m)    "Key Employee" means an employee of the Company or any of its
           Subsidiaries, including an employee who is an officer or a director
           of the Company or any of its Subsidiaries, who, in the opinion of
           the Committee, can contribute significantly to the growth and
           profitability of the Company and its Subsidiaries.

           "Key Employee" also may include any other employee, identified by
           the Committee, in special situations involving extraordinary
           performance, promotion, retention, or recruitment.  The granting of
           an Award under this Plan shall be 


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           deemed a determination by the Committee that such employee is a Key
           Employee, but shall not create a right to remain a Key Employee.

    (n)    "Nonqualified Stock Option" or "NQSO" means an option to purchase
           Stock, granted under Article 6 herein, which is not intended to be
           an Incentive Stock Option.

    (o)    "Option" means an Incentive Stock Option or a Nonqualified Stock
           Option.

    (p)    "Outside Director" means any director who qualifies as an "outside
           director" as that term is defined in Code Section 162(m) and the
           regulations issued thereunder.

    (q)    "Participant" means a Key Employee who has been granted an Award
           under the Plan.

    (r)    "Performance Share" means an Award, designated as a performance
           share, granted to a Participant pursuant to Article 9 herein.

    (s)    "Performance Unit" means an Award, designated as a performance unit,
           granted to a Participant pursuant to Article 9 herein.

    (t)    "Period of Restriction" means the period during which the transfer
           of Shares of Restricted Stock is restricted, during which the
           Participant is subject to a substantial risk of forfeiture, pursuant
           to Article 8 herein.

    (u)    "Person" shall have the meaning ascribed to such term in Section
           3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
           thereof, including a "group" as defined in Section 13(d) thereof.

    (v)    "Plan" means this Omnibus Long-Term Incentive Plan of LG&E Energy
           Corp., as herein described and as hereafter from time to time
           amended.

    (w)    "Restricted Stock" means an Award of Stock granted to a Participant
           pursuant to Article 8 herein.

    (x)    "Subsidiary" shall mean any corporation of which more than 50% (by
           number of votes) of the Voting Stock at the time outstanding is
           owned, directly or indirectly, by the Company.

    (y)    "Stock" or "Shares" means the common stock without par value of the
           Company.


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    (z)    "Stock Appreciation Right" or "SAR" means an Award, designated as a
           Stock appreciation right, granted to a Participant pursuant to
           Article 7 herein.

    (aa)   "Voting Stock" shall mean securities of any class or classes of
           stock of a corporation, the holders of which are ordinarily, in the
           absence of contingencies, entitled to elect a majority of the
           corporate directors.

    2.2.   GENDER AND NUMBER.  Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.

    2.3.   SEVERABILITY.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

ARTICLE 3. ADMINISTRATION

    3.1.   THE COMMITTEE.  The Plan shall be administered by a committee (the
"Committee") consisting of not less than three directors who shall be appointed
from time to time by, and shall serve at the discretion of, the Board of 
Directors.  To the extent required to comply with Rule 16b-3 under the Exchange
Act, each member of the Committee shall qualify as a "disinterested person" as 
defined in Rule 16b-3 or any successor definition adopted by the Securities and
Exchange Commission.  To the extent required to comply with Code Section 162(m),
each member of the Committee also shall be an Outside Director.

    3.2.   AUTHORITY OF THE COMMITTEE.  Subject to the provisions of the Plan,
the Committee shall have full power to construe and interpret the Plan; to 
establish, amend or waive rules and regulations for its administration; to 
accelerate the exercisability of any Award or the end of a performance period 
or the termination of any Period of Restriction or any award agreement, or any
other instrument relating to an Award under the Plan; and (subject to the 
provisions of Article 13 herein) to amend the terms and conditions of any 
outstanding Option, Stock Appreciation Right or other Award to the extent such
terms and conditions are within the discretion of the Committee as provided in
the Plan.  Notwithstanding the foregoing, the Committee shall have no authority
to adjust upwards the amount payable to a Covered Employee with respect to a 
particular Award, to take any of the foregoing actions or to take any other 
action to the extent that such action or the Committee's ability to take such 
action would cause any Award under the Plan to any Covered Employee to fail to
qualify as "performance-based compensation" within the meaning of Code Section
162(m)(4) and the regulations issued thereunder.  Also notwithstanding the 
foregoing, no action of the Committee (other than pursuant to Section 4.3 hereof
or Section 9.4 hereof) may, without the consent of the person or persons


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entitled to exercise any outstanding Option or Stock Appreciation Right or to
receive payment of any other outstanding Award, adversely affect the rights of
such person or persons.

    3.3.   SELECTION OF PARTICIPANTS.  The Committee shall have the authority 
to grant Awards under the Plan, from time to time, to such Key Employees 
(including officers and directors who are employees) as may be selected by it.
The Committee shall select Participants from among those who they have 
identified as being Key Employees.

    3.4.   DECISIONS BINDING.  All determinations and decisions made by the 
Committee pursuant to the provisions of the Plan and all related orders or 
resolutions of the Board of Directors shall be final, conclusive and binding 
on all persons, including the Company and its Subsidiaries, its stockholders, 
employees, and Participants and their estates and beneficiaries, and such 
determinations and decisions shall not be reviewable.

    3.5.   DELEGATION OF CERTAIN RESPONSIBILITIES.  The Committee may, in its 
sole discretion, delegate to an officer or officers of the Company the 
administration of the Plan under this  Article 3; provided, however, that no 
such delegation by the Committee shall be made with respect to the 
administration of the Plan as it affects directors of the Company or officers 
of the Company or its Subsidiaries and provided further that the Committee 
may not delegate its authority to correct errors, omissions or inconsistencies
in the Plan.  The Committee may delegate to the Chief Executive Officer of the
Company its authority under this Article 3 to grant Awards to Key Employees who
are not Covered Employees or who are not directors of the Company or officers 
of the Company or its Subsidiaries subject to the reporting requirements of 
Section 16(a) of the Exchange Act. All authority delegated by the Committee 
under this Section 3.5 shall be exercised in accordance with the provisions of
the Plan and any guidelines for the exercise of such authority that may from 
time to time be established by the Committee.

    3.6.   PROCEDURES OF THE COMMITTEE.  All determinations of the Committee 
shall be made by not less than a majority of its members present at the meeting
(in person or otherwise) at which a quorum is present.  A majority of the 
entire Committee shall constitute a quorum for the transaction of business. 
Any action required or permitted to be taken at a meeting of the Committee may
be taken without a meeting if a unanimous written consent, which sets forth the
action, is signed by each member of the Committee and filed with the minutes 
for proceedings of the Committee.  Service on the Committee shall constitute 
service as a director of the Company so that members of the Committee shall be
entitled to indemnification, limitation of liability and reimbursement of 
expenses with respect to their services as members of the Committee to the same
extent that they are entitled under the Company's Articles of Incorporation and
Kentucky law for their services as directors of the Company.

    3.7.   AWARD AGREEMENTS.  Each Award under the Plan shall be evidenced by 
an award agreement which shall be signed by an authorized officer of the 
Company and by the Participant,


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and shall contain such terms and conditions as may be approved by the Committee.
Such terms and conditions need not be the same in all cases.

    3.8.  RULE 16b-3 REQUIREMENTS.   Notwithstanding any other provision of the
Plan, the Board or the Committee may impose such conditions on any Award
(including, without limitation, the right of the Board or the Committee to limit
the time of exercise to specified periods) as may be required to satisfy the
requirements of Rule 16b-3 (or any successor rule), under the Exchange Act
("Rule 16b-3").

    Notwithstanding any other provisions of the Plan, all Awards under this
Plan shall be subject to the following conditions, as and to the extent required
by Rule 16b-3:

         (i)  Except in the case of disability or death, no SAR, ISO, NQSO or
              other option granted pursuant to Article 6 shall be exercisable
              for at least six months after its grant; and

         (ii) Except in the case of disability or death, no Restricted Stock,
              Performance Unit or Performance Share (or a Share issued in
              payment thereof) shall be sold for at least six months after its
              acquisition.

ARTICLE 4. STOCK SUBJECT TO THE PLAN

    4.1.  NUMBER OF SHARES.  Subject to adjustment as provided in Section 4.3 
herein, the aggregate number of Shares that may be delivered under the Plan 
at any time shall not exceed the lesser of (i) five percent (5%) of the total 
outstanding Shares of common stock of the Company at such time or (ii) three 
million (3,000,000) Shares of common stock of the Company. No more than 
one-half of such aggregate number of such Shares shall be issued as 
Restricted Stock under Article 8 of the Plan and no more than two hundred 
thousand (200,000) shares shall be issued upon exercise of Incentive Stock 
Options under Article 6 of the Plan.  Stock delivered under the Plan may 
consist, in whole or in part,  of authorized and unissued Shares or treasury 
Shares.  The exercise of a Stock Appreciation Right, whether paid in cash  or 
Stock, shall be deemed to be an issuance of Stock under the Plan.  The 
payment of Performance Shares or Performance Units shall  not be deemed to 
constitute an issuance of Stock under the Plan unless payment is made in 
Stock, in which case only the number of Shares issued in payment of the 
Performance Share or Performance Unit Award shall constitute an issuance of 
Stock under the Plan.

    4.2.  LAPSED AWARDS.  If any Award (other than Restricted Stock) granted
under this Plan terminates, expires, or lapses for any reason, any Stock subject
to such Award again shall be available for the grant of an Award under the Plan,
subject to Section 7.2 herein.


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    4.3.  ADJUSTMENTS IN AUTHORIZED SHARES.  In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, Stock
dividend, split-up, share combination, or other change in the corporate
structure of the Company affecting the Stock, such adjustment shall be made in
the number and class of shares which may be delivered under the Plan, and in the
number and class of and/or price of shares subject to outstanding Options, Stock
Appreciation Rights, Restricted Stock Awards, Performance Shares, and
Performance Units granted under the Plan, as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; and provided that the number of shares subject to any
Award shall always be a whole number.  Any adjustment of an Incentive Stock
Option under this paragraph shall be made in such a manner so as not to
constitute a modification within the meaning of Section 425(h)(3) of the Code.
In addition, notwithstanding any provision in this Plan or an award agreement to
the contrary, the Committee, in connection with the holding company
restructuring consummated on August 17, 1990, may make any adjustment that it
deems appropriate in its sole discretion in the number and class of shares which
may be delivered under the Plan and in the number and class of and/or price of
shares subject to outstanding Options, Stock Appreciation Rights, Restricted
Stock Awards, Performance Shares and Performance Units granted under the Plan,
including providing that Shares of the Company and no shares of LG&E or any
other Subsidiary shall be issued.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

    5.1.  ELIGIBILITY.  Persons eligible to participate in this Plan include
all employees of the Company and its Subsidiaries who, in the opinion of the
Committee, are Key Employees.  "Key Employees" may include employees who are
members of the Board, but may not include directors who are not employees.

    5.2.  ACTUAL PARTICIPATION.  Subject to the provisions of the Plan, the
Committee may from time to time select those Key Employees to whom Awards shall
be granted and determine the nature and amount of each Award.  No employee shall
have any right to be granted an Award under this Plan even if previously granted
an Award.

ARTICLE 6. STOCK OPTIONS

    6.1.  GRANT OF OPTIONS.  Subject to the terms and provisions of the Plan, 
Options may be granted to Key Employees at any time and from time to time as 
shall be determined by the Committee.  The maximum number of Shares subject 
to Options granted to any individual Participant in any calendar year shall 
be two hundred thousand (200,000) Shares.  The Committee shall have the sole 
discretion, subject to the requirements of the Plan, to determine the actual 
number of Shares subject to Options granted to any Participant.  The 
Committee may grant any type of Option to purchase Stock that is permitted by 
law at the time of grant including, but not limited to, ISOs and NQSOs.  
However, no employee may receive an Award of Incentive Stock

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Options that are first exercisable during any calendar year to the extent that
the aggregate Fair Market Value of the Stock (determined at the time the options
are granted) exceeds $100,000.  Nothing in this Article 6 shall be deemed to
prevent the grant of NQSOs in excess of the maximum established by Section 422
of the Code.  Unless otherwise expressly provided at the time of grant, Options
granted under the Plan will be NQSOs.

    6.2.  OPTION AGREEMENT.  Each Option grant shall be evidenced by an Option
agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of Shares to which the Option pertains, and
such other provisions as the Committee shall determine.  The Option agreement
shall specify whether the Option is intended to be an Incentive Stock Option
within the meaning of Section 422 of the Code, or a Nonqualified Stock Option
whose grant is not intended to be subject to the provisions of Code Section 422.

    6.3.  OPTION PRICE.  The purchase price per share of Stock covered by an
Option shall be determined by the Committee but, in the case of an ISO, shall
not be less than 100% of the Fair Market Value of such Stock on the date the
option is granted and, in the case of a NQSO, shall be not less than 100% of the
market price of such Stock on the date of grant.

    An Incentive Stock Option granted to an Employee who, at the time of grant,
owns (within the meaning of Section 425(d) of the Code) Stock possessing more
than 10% of the total combined voting power of all classes of Stock of the
Company, shall have an exercise price which is at least 110% of the Fair Market
Value of the Stock subject to the Option.

    6.4.  DURATION OF OPTIONS.  Each Option shall expire at such time as the
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its grant.

    6.5.  EXERCISE OF OPTIONS.  Subject to Section 3.8 herein, Options granted
under the Plan shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve,
which need not be the same for all Participants.

    6.6.  PAYMENT.  Options shall be exercised by the delivery of a written
notice to the Company setting forth the number of Shares with respect to which
the Option is to be exercised, accompanied by full payment for the Shares.  The
Option price upon exercise of any Option shall be payable to the Company in full
either (a) in cash or its equivalent, (b) by tendering shares of previously
acquired Stock having a Fair Market Value at the time of exercise equal to the
total Option price, (c) by foregoing compensation under rules established by the
Committee, or (d) by a combination of (a), (b), or (c).  The proceeds from such
a payment shall be added to the general funds of the Company and shall be used
for general corporate purposes.  As soon as practicable, after receipt of
written notification and payment, the Company shall deliver to the


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Participant Stock certificates in an appropriate amount based upon the number of
Options exercised, issued in the Participant's name.

    6.7.  RESTRICTIONS ON STOCK TRANSFERABILITY.  The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the requirements of
any stock exchange upon which such Shares are then listed and under any blue sky
or state securities laws applicable to such Shares.

    6.8.  TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
In the event the employment of a Participant is terminated by reason of death,
any of such Participant's outstanding Options shall become immediately
exercisable at any time prior to the expiration date of the Options or within
one year after such date of termination of employment, whichever period is
shorter, by such person or persons as shall have acquired the Participant's
rights under the Option pursuant to Article 10 hereof or by will or by the laws
of descent and distribution.  In the event the employment of a Participant is
terminated by reason of disability (as defined under the then established rules
of the Company or any of its Subsidiaries, as the case may be), any of such
Participant's outstanding Options shall become immediately exercisable, at any
time prior to the expiration date of the Options or within one year after such
date of termination of employment, whichever period is shorter.  In the event
the employment of a Participant is terminated by reason of retirement, any of
such Participant's outstanding Options shall become immediately exercisable
(subject to Section 3.8 herein) at any time prior to the expiration date of the
Options.  In the case of Incentive Stock Options, the favorable tax treatment
prescribed under Section 422 of the Internal Revenue Code of l986, as amended,
may not be available if the Options are not exercised within the Code Section
422 prescribed time period after termination of employment for death,
disability, or retirement.

    6.9.  TERMINATION OF EMPLOYMENT FOR OTHER REASONS.  If the employment of a
Participant shall terminate for any reason other than death, disability,
retirement or for Cause, the Participant shall have the right to exercise such
Participant's outstanding Options within the 90 days after the date of his
termination, but in no event beyond the expiration of the term of the Options
and only to the extent that the Participant was entitled to exercise the Options
at the date of his termination of employment.  In its sole discretion, the
Committee may extend the 90 days to up to one year but, however, in no event
beyond the expiration date of the Option.

    If the employment of the Participant shall terminate for Cause, all of the
Participant's outstanding Options shall be immediately forfeited back to the
Company.

    6.10.  NONTRANSFERABILITY OF OPTIONS.  No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or


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by the laws of descent and distribution.  Further, all Options granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS

    7.1.  GRANT OF STOCK APPRECIATION RIGHTS.  Subject to the terms and
conditions of the Plan, Stock Appreciation Rights may be granted to
Participants, at the discretion of the Committee, in any of the following forms:

    (a)   In lieu of Options;
    (b)   In addition to Options;
    (c)   Independent of Options; or
    (d)   In any combination of (a), (b), or (c).

The maximum numbers of Shares subject to SARs granted to any individual
Participant in any calendar year shall be one hundred thousand (100,000) Shares.
Subject to the immediately preceding sentence, the Committee shall have the sole
discretion, subject to the requirements of the Plan, to determine the actual
number of Shares subject to SARs granted to any Participant.

    7.2.  EXERCISE OF SARS IN LIEU OF OPTIONS.  SARs granted in lieu of Options
may be exercised for all or part of the Shares subject to the related Option
upon the surrender of the related Options representing the right to purchase an
equivalent number of Shares.  The SAR may be exercised only with respect to the
Shares of Stock for which its related Option is then exercisable.  Option Stock
with respect to which the SAR shall have been exercised may not be subject again
to an Award under the Plan.

    Notwithstanding any other provision of the Plan to the contrary, with
respect to an SAR granted in lieu of an Incentive Stock Option, (i) the SAR will
expire no later than the expiration of the underlying Incentive Stock Option;
(ii) the SAR amount may be for no more than one hundred percent (100%) of the
difference between the exercise price of the underlying Incentive Stock Option
and the Fair Market Value of the Stock subject to the underlying Incentive Stock
Option at the time the SAR is exercised; and (iii) the SAR may be exercised only
when the Fair Market Value of the Stock subject to the Incentive Stock Option
exceeds the exercise price of the Incentive Stock Option.

    7.3.  EXERCISE OF SARS IN ADDITION TO OPTIONS.  SARs granted in addition to
Options shall be deemed to be exercised upon the exercise of the related
Options.  The deemed exercise of SARs granted in addition to Options shall not
necessitate a reduction in the number of related Options.


                                       12

<PAGE>

    7.4.  EXERCISE OF SARS INDEPENDENT OF OPTIONS.  Subject to Section 3.8
herein and Section 7.5 herein, SARs granted independently of Options may be
exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes upon the SARs, including, but not limited to, a
corresponding proportional reduction in previously granted Options.

    7.5.  PAYMENT OF SAR AMOUNT.  Upon exercise of the SAR, the holder shall be
entitled to receive payment of an amount determined by multiplying:

    (a)   The difference between the Fair Market Value of a Share on the date
          of exercise over the price fixed by the Committee at the date of 
          grant (which price shall not be less than 100% of the market price of
          a Share on the date of grant) (the Exercise Price); by
    (b)   The number of Shares with respect to which the SAR is exercised.

    7.6.  FORM AND TIMING OF PAYMENT.  Payment to a Participant, upon SAR
exercise, will be made in cash or stock, at the discretion of the Committee,
within ten calendar days of the exercise.

    7.7.  TERM OF SAR.  The term of an SAR granted under the Plan shall not
exceed ten years.

    7.8.  TERMINATION OF EMPLOYMENT.  In the event the employment of a
Participant is terminated by reason of death, disability, retirement, or any
other reason, the exercisability of any outstanding SAR granted in lieu of or in
addition to an Option shall terminate in the same manner as its related Option
as specified under Sections 6.8 and 6.9 herein. The exercisability of any
outstanding SARs granted independent of Options also shall terminate in the
manner provided under Sections 6.8 and 6.9 hereof.

    7.9.  NONTRANSFERABILITY OF SARS.  No SAR granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution.  Further, all
SARs granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.

ARTICLE 8. RESTRICTED STOCK

    8.1.  GRANT OF RESTRICTED STOCK.  Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine.  In the case of Covered Employees, the Committee may condition
the vesting or lapse of the Period of Restriction established pursuant to
Section 8.3 upon the attainment of one or more of the performance goals utilized
for purposes of Performance Units and Performance Shares pursuant to Article 9
hereof.


                                       13

<PAGE>

It is contemplated that Restricted Stock grants will be made only in
extraordinary situations of performance, promotion, retention, or recruitment.

    8.2.  RESTRICTED STOCK AGREEMENT.  Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement that shall specify the Period of
Restriction, or periods, the number of Shares of Restricted Stock granted, and
such other provisions as the Committee shall determine.

    8.3.  TRANSFERABILITY.  Except as provided in this Article 8 or in Section
3.8 herein, the Shares of Restricted Stock granted hereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
termination of the applicable Period of Restriction or for such period of time
as shall be established by the Committee and as shall be specified in the
Restricted Stock Agreement, or upon earlier satisfaction of other conditions
(including any performance goals) as specified by the Committee in its sole
discretion and set forth in the Restricted Stock Agreement.  All rights with
respect to the Restricted Stock granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant.

    8.4.  OTHER RESTRICTIONS.  The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and the Committee may legend
certificates representing Restricted Stock to give appropriate notice of such
restrictions.

    8.5.  CERTIFICATE LEGEND.  In addition to any legends placed on
certificates pursuant to Section 8.4 herein, each certificate representing
Shares of Restricted Stock granted pursuant to the Plan shall bear the following
legend:

         "The sale or other transfer of the shares of stock represented by
         this certificate, whether voluntary, involuntary, or by operation of
         law, is subject to certain restrictions on transfer set forth in the
         Omnibus Long-Term Incentive Plan of LG&E Energy Corp., in the rules
         and administrative procedures adopted pursuant to such Plan, and in a
         Restricted Stock Agreement dated __________.  A copy of the Plan,
         such rules and procedures, and such Restricted Stock Agreement may be
         obtained from the Secretary of LG&E Energy Corp."

    8.6.  REMOVAL OF RESTRICTIONS.  Except as otherwise provided in this
Article, Shares of Restricted Stock covered by each Restricted Stock grant made
under the Plan shall become freely transferable by the Participant after the
last day of the Period of Restriction.  Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 8.5 removed from his Stock certificate.


                                       14

<PAGE>

    8.7. VOTING RIGHTS.  During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

    8.8. DIVIDENDS AND OTHER DISTRIBUTIONS.  During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those Shares while they are so held.  If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were paid.

    8.9. TERMINATION OF EMPLOYMENT DUE TO RETIREMENT.  In the event that a
Participant terminates his employment with the Company or any of its
Subsidiaries because of normal retirement (as defined under the then established
rules of the Company or any of its Subsidiaries, as the case may be), any
remaining Period of Restriction applicable to the Restricted Stock pursuant to
Section 8.3 hereof shall automatically terminate and, except as otherwise
provided in Section 8.4 or Section 3.8 hereof, the Shares of Restricted Stock
shall thereby be free of restrictions and be freely transferable.  In the event
that a Participant terminates his employment with the Company or any of its
Subsidiaries because of early retirement (as defined under the then established
rules of the Company or any of its Subsidiaries, as the case may be), the
Committee in its sole discretion (subject to Section 3.8 herein) may waive the
restrictions remaining on any or all Shares of Restricted Stock pursuant to
Section 8.3 herein and add such new restrictions to those Shares of Restricted
Stock as it deems appropriate.

    8.10. TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY.  In the event
a Participant's employment is terminated because of death or disability (as 
defined under the then established rules of the Company or any of its 
Subsidiaries, as the case may be) during the Period of Restriction, any
remaining Period of Restriction applicable to the Restricted Stock pursuant to
Section 8.3 herein shall automatically terminate and, except as otherwise
provided in Section 8.4. herein, the shares of Restricted Stock shall thereby be
free of restrictions and be fully transferable.

    8.11. TERMINATION OF EMPLOYMENT FOR OTHER REASONS.  In the event that a
Participant terminates his employment with the Company or any of its
Subsidiaries for any reason other than for death, disability, or retirement, as
set forth in Sections 8.9 and 8.10 herein, during the Period of Restriction,
then any shares of Restricted Stock still subject to restrictions as of the date
of such termination shall automatically be forfeited and returned to the
Company; provided, however, that in the event of an involuntary termination of
the employment of a Participant by the Company or any of its Subsidiaries other
than for Cause, the Committee, in its sole discretion (subject to Section 3.8
herein), may waive the automatic forfeiture of any or all such Shares and may
add such new restrictions to such Shares of Restricted Stock as it deems
appropriate.


                                       15

<PAGE>

ARTICLE 9.    PERFORMANCE UNITS AND PERFORMANCE SHARES

    9.1. GRANT OF PERFORMANCE UNITS OR PERFORMANCE SHARES.  Subject to the
terms and provisions of the Plan, Performance Units or Performance Shares may be
granted to Participants at any time and from time to time as shall be determined
by the Committee.  The Committee shall have complete discretion in determining
the number of Performance Units or Performance Shares granted to each
Participant.

    9.2. VALUE OF PERFORMANCE UNITS AND PERFORMANCE SHARES.  The Committee
shall set performance goals over certain periods to be determined in advance by
the Committee ("Performance Periods").  Prior to each grant of Performance Units
or Performance Shares, the Committee shall establish an initial value for each
Performance Unit and an initial number of Shares for each Performance Share
granted to each Participant for that Performance Period.  Prior to each grant of
Performance Units or Performance Shares, the Committee also shall set the
performance goals that will be used to determine the extent to which the
Participant receives a payment of the value of the Performance Units or number
of Shares for the Performance Shares awarded for such Performance Period.  These
goals will be based on the attainment, by the Company or its Subsidiaries, of
certain objective performance measures, which shall include one or more of the
following:  total shareholder return, return on equity, return on capital,
earnings per share, market share, stock price, sales, costs, net income, cash
flow, retained earnings, results of customer satisfaction surveys, aggregate
product price and other product price measures, safety record, service
reliability, demand-side management (including conservation and load
management), operating and maintenance cost management, and energy production
availability performance measures.  Such performance goals also may be based
upon the attainment of specified levels of performance of the Company or one or
more Subsidiaries under one or more of the measures described above relative to
the performance of other corporations.  With respect to each such performance
measure utilized during a Performance Period, the Committee shall assign
percentages to various levels of performance which shall be applied to determine
the extent to which the Participant shall receive a payout of the values of
Performance Units and number of Performance Shares awarded.  With respect to
Covered Employees, all performance goals shall be objective performance goals
satisfying the requirements for "performance-based compensation" within the
meaning of Section 162(m)(4) of the Code, and shall be set by the Committee
within the time period prescribed by Section 162(m) of the Code and related
regulations.

    9.3. PAYMENT OF PERFORMANCE UNITS AND PERFORMANCE SHARES.  After a
Performance Period has ended, the holder of a Performance Unit or Performance
Share shall be entitled to receive the value thereof as determined by the
Committee.  The Committee shall make this determination by first determining the
extent to which the performance goals set pursuant to Section 9.2 have been met.
It will then determine the applicable percentage (which may exceed 100%) to be
applied to, and will apply such percentage to, the value of Performance Units or
number of Performance Shares to determine the payout to be received by the
Participant.  In


                                       16

<PAGE>

addition, with respect to Performance Units and Performance Shares granted to 
any Covered Employee, no payout shall be made hereunder except upon written 
certification by the Committee that the applicable performance goal or goals 
have been satisfied to a particular extent.  The maximum amount payable in 
cash to any Covered Employee with respect to any Performance Period pursuant 
to any Performance Unit or Performance Share award shall be $1,000,000, and 
the maximum number of Shares that may be issued to any Covered Employee with 
respect to any Performance Period pursuant to any Performance Unit or 
Performance Share award is one hundred thousand (100,000) (subject to 
adjustment as provided in Section 4.3).

    9.4. COMMITTEE DISCRETION TO ADJUST AWARDS.  Subject to Section 3.2
regarding Awards to Covered Employees, the Committee shall have the authority to
modify, amend or adjust the terms and conditions of any Performance Unit award
or Performance Share award, at any time or from time to time, including but not
limited to the performance goals.

    9.5. FORM AND TIMING OF PAYMENT.  The  payment described in Section 9.3
herein shall be made in cash, Stock, or a combination thereof as determined by
the Committee.  Payment may be made in a lump sum or installments as prescribed
by the Committee.  If any payment is to be made on a deferred basis, the
Committee may provide for the payment of dividend equivalents or interest during
the deferral period.  Any stock issued in payment of a Performance Unit or
Performance Share shall be subject to the restrictions on transfer in Section
3.8 herein.

    9.6. TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.  In
the case of death, disability, or retirement (each of disability and retirement
as defined under the established rules of the Company or any of its
Subsidiaries, as the case may be), the holder of a Performance Unit or
Performance Share shall receive a prorated payment based on the Participant's
number of full months of service during the Performance Period, further adjusted
based on the achievement of the performance goals during the entire Performance
Period, as computed by the Committee.  Payment shall be made at the time
payments are made to Participants who did not terminate service during the
Performance Period.

    9.7. TERMINATION OF EMPLOYMENT FOR OTHER REASONS.  In the event that a
Participant terminates employment with the Company or any of its Subsidiaries
for any reason other than death, disability, or retirement, all Performance
Units and Performance Shares shall be forfeited; provided, however, that in the
event of an involuntary termination of the employment of the Participant by the
Company or any of its Subsidiaries other than for Cause, the Committee in its
sole discretion may waive the automatic forfeiture provisions and pay out on a
prorata basis.

    9.8. NONTRANSFERABILITY.  No Performance Units or Performance Shares
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution until the termination of the applicable Performance Period.  All
rights with respect to Performance Units and Performance


                                       17

<PAGE>

Shares granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.

ARTICLE 10.   BENEFICIARY DESIGNATION

    Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively and
who may include a trustee under a will or living trust) to whom any benefit
under the Plan is to be paid in case of his death before he receives any or all
of such benefit.  Each designation will revoke all prior designations by the
same Participant, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Participant in writing with the Committee
during his lifetime.  In the absence of any such designation or if all
designated beneficiaries predecease the Participant, benefits remaining unpaid
at the Participant's death shall be paid to the Participant's estate.

ARTICLE 11.   RIGHTS OF EMPLOYEES

    11.1. EMPLOYMENT.  Nothing in the Plan shall interfere with or limit in any
way the right of the Company or any of its Subsidiaries to terminate any 
Participant's employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any of its Subsidiaries.

    11.2. PARTICIPATION.  No employee shall have a right to be selected as a 
Participant, or, having been so selected, to be selected again as a Participant.

    11.3. NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE.  Neither the
establishment of the Plan nor any amendment thereof shall be construed as giving
any Participant, beneficiary, or any other person any legal or equitable right
unless such right shall be specifically provided for in the Plan or conferred by
specific action of the Committee in accordance with the terms and provisions of
the Plan.  Except as expressly provided in this Plan, neither the Company nor
any of its Subsidiaries shall be required or be liable to make any payment under
the Plan.

    11.4. NO RIGHT TO COMPANY ASSETS.  Neither the Participant nor any other 
person shall acquire, by reason of the Plan, any right in or title to any 
assets, funds or property of the Company or any of its Subsidiaries whatsoever
including, without limiting the generality of the foregoing, any specific funds,
assets, or other property which the Company or any of its Subsidiaries, in its
sole discretion, may set aside in anticipation of a liability hereunder.  Any
benefits which become payable hereunder shall be paid from the general assets of
the Company or the applicable subsidiary.  The Participant shall have only a
contractual right to the amounts, if any, payable hereunder unsecured by any
asset of the Company or any of its Subsidiaries.  Nothing contained in the Plan
constitutes a guarantee by the Company or any of its Subsidiaries


                                       18

<PAGE>

that the assets of the Company or the applicable subsidiary shall be sufficient
to pay any benefit to any person.

ARTICLE 12.   CHANGE IN CONTROL

    12.1. STOCK BASED AWARDS.  Notwithstanding any other provisions of the Plan,
in the event of a Change in Control, all Stock based awards granted under this 
Plan shall immediately vest 100% in each Participant (subject to Section 3.8 
herein), including Incentive Stock Options, Nonqualified Stock Options, Stock
Appreciation Rights, and Restricted Stock.

    12.2. PERFORMANCE BASED AWARDS.  Notwithstanding any other provisions of 
the Plan, in the event of a Change in Control, all performance based awards
granted under this Plan shall be immediately paid out in cash, including
Performance Units and Performance Shares.  The amount of the payout shall be
based on the higher of:  (i) the extent, as determined by the Committee, to
which performance goals, established for the Performance Period then in progress
have been met up through and including the effective date of the Change in
Control or (ii) 100% of the value on the date of grant of the Performance Units
or number of Performance Shares.

ARTICLE 13.   AMENDMENT, MODIFICATION, AND TERMINATION

    13.1. AMENDMENT, MODIFICATION, AND TERMINATION.  At any time and from time
to time, the Board may terminate, amend, or modify the Plan.  However, without
the approval of the stockholders of the Company if required by the Code, by the
insider trading rules of Section 16 of the Exchange Act, by any national 
securities exchange or system on which the Stock is then listed or reported, or
by any regulatory body having jurisdiction with respect hereto, no such
termination, amendment, or modification may:

    (a)  Increase the total amount of Stock which may be issued under this
         plan, except as provided in Section 4.3 herein; or
    (b)  Change the class of Employees eligible to participate in the Plan; or
    (c)  Materially increase the cost of the Plan or materially increase the
         benefits to Participants; or
    (d)  Extend the maximum period after the date of grant during which Options
         or Stock Appreciation Rights may be exercised.

    13.2. AWARDS PREVIOUSLY GRANTED.  No termination, amendment or modification
of the Plan other than pursuant to Section 4.3 hereof shall in any manner 
adversely affect any Award theretofore granted under the Plan, without the 
written consent of the Participant.


                                       19

<PAGE>

ARTICLE 14.   WITHHOLDING

    14.1. TAX WITHHOLDING.  The Company and any of its Subsidiaries shall have 
the power and the right to deduct or withhold, or require a Participant to remit
to the Company or any of its Subsidiaries, an amount sufficient to satisfy 
Federal, state and local taxes (including the Participant's FICA obligation)
required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of this Plan.

    14.2. STOCK DELIVERY OR WITHHOLDING.  With respect to withholding required
upon the exercise of Nonqualified Stock Options, or upon the lapse of 
restrictions on Restricted Stock, participants may elect, subject to the
approval of the Committee, to satisfy the withholding requirement, in whole or
in part, by tendering to the Company shares of previously acquired Stock or by
having the Company withhold Shares of Stock, in each such case in an amount
having a Fair Market Value equal to the amount required to be withheld to
satisfy the tax withholding obligations described in Section 14.1.  The value of
the Shares to be tendered or withheld is to be based on the Fair Market Value of
the Stock on the date that the amount of tax to be withheld is to be determined.
All Stock withholding elections shall be irrevocable and made in writing, signed
by the Participant on forms approved by the Committee in advance of the day that
the transaction becomes taxable.

    Stock withholding elections made by Participants who are subject to the
short-swing profit restrictions of Section 16 of the Exchange Act must comply
with the additional restrictions of Section 16 and Rule 16b-3 in making their
elections.

ARTICLE 15.   SUCCESSORS

    All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.


ARTICLE 16.   REQUIREMENTS OF LAW

    16.1. REQUIREMENTS OF LAW.  The granting of Awards and the issuance of 
Shares of Stock under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

    16.2. GOVERNING LAW.  The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Kentucky.


                                       20