EXHIBIT 10.97


                            AMENDMENT TO LG&E ENERGY CORP.
                              NONQUALIFIED SAVINGS PLAN


1.    Section  2.5 shall be deleted and replaced in its entirety as follows:

      "Section 2.5 COMPANY. "Company means Louisville Gas and Electric
      Company, LG&E Energy Corp., and LG&E Power Inc., Kentucky corporations,
      and any subsidiary or affiliated companies authorized by the Board of
      Directors to participate in this Plan."

The amendments described herein shall be effective as of December 1, 1999.