Director Retirement Retainer Program

EXHIBIT 10.25


AMENDMENT NO. 1 TO
KU ENERGY CORPORATION
DIRECTOR RETIREMENT RETAINER PROGRAM


The KU Energy Corporation Director Retirement Retainer


Program (the "Plan") is hereby 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 KU 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 Company
immediately prior to such transaction;


(b) The Company or KU 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 ...