Exhibit 99.03
AMENDMENT NO. 3 TO
KENTUCKY UTILITIES COMPANY
MASTER RETIREMENT AND EMPLOYEE SAVINGS PLAN TRUST
The Kentucky Utilities Company Master Retirement and
Employee Savings Plan Trust, as heretofore amended (the "Trust"),
by and between Kentucky Utilities Company and First Kentucky
Trust Company (now known as National City Bank, Kentucky), as
trustee, is hereby amended, effective as of January 1, 1993, in
the following respects:
1. By deleting the second sentence of Section 1.02 of
the Trust and inserting in lieu thereof the following:
"Such payments may be made directly to such person or
persons, natural or otherwise (including, but not
limited to, an insurance company or health maintenance
organization as premium payments for health benefits
provided under the Retirement Plan), or to any paying
agent designated by the Corporation including pursuant
to Section 1.04, at such time and in such amounts as
the Committee or Corporation directs, and the
Corporation warrants that no direction will be issued
to the Trustee other than in accordance with the terms
of the applicable Plan or this Agreement."
2. By adding a new Section 1.04 after Section 1.03 of
the Trust as follows:
"1.04 The Corporation may, after written notice to
the Trustee, delegate to a committee established by the
President of the Corporation (which may be referred to
as the "Medical Account Committee" or, where
appropriate for purposes of Articles III and IV, a
"Committee") the responsibility to make Health Benefit
payments from the assets of the Trust Fund allocated to
the Medical Account as provided in Section 3.05, as
directed in writing by the Corporation, through a
banking account held in the name of this Trust in a
federally insured banking institution (including in the
Trustee) which is used exclusively for that purpose and
to which the Trustee shall make such deposits from the
assets of the Trust Fund allocated to the Medical
Account as the Medical Account Committee may from time
to time direct. The Trustee shall have no
responsibility to account for funds retained therein or
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disbursed therefrom by the Medical Account Committee.
The Medical Account Committee may act at a meeting or
in writing without a meeting. The Medical Account
Committee shall appoint a Secretary, who may or may not
be a Medical Account Committee member. The Medical
Account Committee may adopt such by-laws and
regulations as it deems desirable for the conduct of
its affairs. All decisions of the Medical Account
Committee shall be made by the vote of the majority,
including actions in writing taken without a meeting."
3. By adding a new Section 3.05 to the Trust after
Section 3.04 as follows:
"3.05. As part of its accounts under Section
3.03, the Trustee shall create and maintain for
recordkeeping purposes a separate account (the "Medical
Account") with respect to the Retirement Plan to
reflect the portion of the Trust Fund allocable to the
funding of the payment of benefits for sickness,
accident, hospitalization and medical expenses (the
"Health Benefits") provided for in the Retirement Plan.
At the time any contribution is made to the Trust Fund,
the Corporation shall designate that portion of the
contribution, if any, which is to be allocated to the
Medical Account and at the time any payment is to be
made from the Trust Fund, the Corporation or, where
applicable, the Medical Account Committee, shall
designate that portion, if any, of the payment to be
charged to the Medical Account. Assets allocated to
the Medical Account need not be invested separately
from assets of the Trust Fund attributable to the
Retirement Plan held by the Trustee for other purposes
(the "retirement account") but if on the direction of
the Corporation the assets are not invested separately,
earnings and losses on such assets shall be allocated
to the Medical Account and retirement account in a
reasonable manner."
4. By deleting the third paragraph of Section 5.01 of
the Trust and inserting in lieu thereof the following:
"Except as otherwise provided in Section 5.11 or
permitted under a Plan and under ERISA, no part of the
equitable share of a Plan in the Trust Fund shall be
diverted to any purpose other than the exclusive
benefit of the Participants and Beneficiaries under
such Plan and for defraying reasonable expenses of
administration of such Plan."
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5. By adding a new Section 5.11 to the Trust after
Section 5.10 as follows:
"5.11. At no time prior to the satisfaction of
all liabilities under the Retirement Plan to provide
Health Benefits for eligible participants and their
dependents shall any part of the corpus or income of
the Trust Fund allocated to the Medical Account be used
for, or diverted to, any purpose other than providing
such benefits and paying any necessary or appropriate
expenses attributable to the administration of the
Medical Account. Notwithstanding the provisions of
Section 401(a)(2) of the Code and any other provision
of this Agreement, upon the satisfaction of all
liabilities to provide Health Benefits under the
Retirement Plan, any amounts remaining in the Medical
Account shall be returned to the Employers."
IN WITNESS WHEREOF, the parties have caused this
instrument to be executed by their duly authorized officers as of
January 1, 1993.
KENTUCKY UTILITIES COMPANY
By /s/ John T. Newton
John T. Newton
NATIONAL CITY BANK, KENTUCKY
By /s/Judith E. Meany
Judith E. Meany
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