<PAGE>

                                                                   Exhibit 10.61

                        RESOLUTIONS OF THE BOARD OF DIRECTORS
                                 OF LG&E ENERGY CORP.

               RE: AMENDMENT OF SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                   DECEMBER 6, 1995

THE COMPANY DESIRES TO AMEND THE LG&E ENERGY CORP. SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN ("SERP") TO (I) AMEND THE DEFINITION OF AVERAGE MONTHLY
COMPENSATION; (II) CLARIFY THE PROVISIONS REGARDING EMPLOYMENT OF A MEMBER;
(III) AMEND PROVISIONS REGARDING AMENDMENT AND TERMINATION OF THE SERP; (IV) ADD
A NEW ARTICLE DEFINING "CHANGE IN CONTROL"; AND (V) ADD A NEW ARTICLE DEFINING
"CLAIMS PROCEDURE".  THE FOLLOWING RESOLUTIONS AUTHORIZE AND APPROVE THESE
AMENDMENTS.

    WHEREAS, LG&E Energy Corp. (the "Company"), adopted the LG&E Energy
    Corp. Supplemental Executive Retirement Plan (hereinafter referred to
    as the "SERP") effective May 1, 1987; and

    WHEREAS, the Company reserved the right in Article VI of the SERP to
    amend the SERP by action of its Board of Directors; and

    WHEREAS, the Company is now desirous of amending the SERP to make
    certain substantive and technical changes therein.

    NOW, THEREFORE, BE IT RESOLVED, that the following sections of the
    SERP are amended, effective May 1, 1995, to read in their entirety as
    follows:

    "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) consecutive months of continuous
         employment, his Average Monthly Compensation shall be the average
         of Compensation for all consecutive months of continuous
         employment."

    "5.1 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

<PAGE>

         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 or any subsidiary and a Member."

    "6.1 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." 

    "6.2 In the event the Company terminates 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 under the Plan at the time of Plan
         termination, the Company shall determine the value of the
         retirement benefit accrued to 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 Participants shall
         become fully vested in all benefits accrued to the date of Plan
         termination."

                                  "CHANGE IN CONTROL

    "12. 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 is used for purposes of
                   Section 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 fifteen percent (15%) 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

                                          2

<PAGE>

                   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 shall, for purposes of this Plan, be
                   considered as a member of the incumbent Board;
                   provided, further, however, that no individual shall be
                   considered a member of the incumbent Board if such
                   individual initially assumed office as a 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 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 members of the board of directors of the
                   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.)

                                          3

<PAGE>

                   "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 in 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.

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

                                  "CLAIMS PROCEDURE"

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

    "13.2     If a claim is denied, in whole or in part, the Committee
              shall provide written notice within ninety (90) days setting
              forth the specific reasons for the denial, any additional
              material or information necessary to perfect the claim, 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.

    "13.3     If the claim is denied and a review is desired, the Member
              or person claiming through him or on his behalf shall notify
              the Committee in writing within sixty (60) days.  If the
              Committee has not responded to the initial claim within
              ninety (90) days, the claim shall be deemed to have been
              denied.  In requesting a review, the Member or person
              claiming through him or on his behalf may request a review
              of the Plan document or other pertinent documents with
              respect to the employee benefit plan created hereunder, may
              submit written issues and comments, may request an extension
              of time for such written submission of issues and comments, 

                                          4

<PAGE>

              and may request that a hearing be held, but the decision to hold
              a hearing shall be within the sole discretion of the Committee.

    "13.4     The decision on 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 references to specific
              Plan provisions on which the decision is based."

    FURTHER RESOLVED, that the officers of the Company be and they are
    hereby authorized, directed and empowered to do any and all things and
    acts necessary or in  their judgment advisable in order to carry out
    the tenor and effect of the foregoing resolutions.

                                          5