Amendment No. 3 To Ku's Director Retirement Retainer Program

AMENDMENT NO. 3 TO
KENTUCKY UTILITIES COMPANY
DIRECTOR RETIREMENT RETAINER PROGRAM


The Kentucky Utilities Company Director Retirement


Retainer Program, as heretofore amended (the "Plan"), is hereby


further amended, effective as of November 1, 1996, in the


following respects:


1. By deleting Section 4.4 of the Plan and inserting


in lieu thereof the following:


"4.4 Change in Control. For purposes of the Plan,
a "Change in Control" shall have occurred if at any
time on or after November 1, 1996, any of the following
events shall occur:


(a) The Company or the Parent (as
defined below) is merged or consolidated
or reorganized into or with another
corporation or other legal person, and
as a result of such merger,
consolidation or reorganization less
than 60% of the combined voting power of
the then-outstanding securities of such
corporation or person immediately after
such transaction is held in the
aggregate by the holders of the then-
outstanding securities entitled to vote
generally in the election of directors
(the "Voting Stock") of the Parent
immediately prior to such transaction;


(b) The Company or the Parent
sells or otherwise transfers all or
substantially all of its assets to any
other corporation or other legal entity,
and as a result of such sale or transfer
less than 60% of the combined voting
power of the then-outstanding securities
of such other corporation or entity
immediately after such sale ...