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                                                                  Exhibit 10.109

                                    POWERGEN
                            SHORT TERM INCENTIVE PLAN
                            EFFECTIVE JANUARY 1, 2001

                      ARTICLE 1. ESTABLISHMENT AND PURPOSE

1.1.     ESTABLISHMENT OF THE PLAN.

Powergen plc (hereinafter referred to as the "Parent"), an English public
limited company, hereby establishes an annual incentive compensation plan to be
known as the "Short Term Incentive Plan" (hereinafter referred to as the "Plan")
as set forth in this document. The Plan permits the awarding of annual cash
bonuses to Key Employees of LG&E Energy Corp. (hereinafter referred to as the
"Company") and its Subsidiaries, based on the achievement of preestablished
performance goals.

With approval by the Board of Directors of the Parent, the Plan shall become
effective as of January 1, 2001. The Plan shall remain in effect until
terminated by the Board of Directors.

1.2.     PURPOSE.

The purpose of the Plan is to provide Key Employees of the Company and its
Subsidiaries with a meaningful annual incentive opportunity geared toward the
achievement of specific corporate, business unit, line of business, and/or
individual goals.

                             ARTICLE 2. DEFINITIONS

2.1.     DEFINITIONS.

Whenever used in the Plan, the following terms shall have the meanings set forth
below and, when the defined meaning is intended, the term is capitalized:

         (a)      "Beneficial Owner" shall have the meaning ascribed to such
                  term in Rule 13d-3 of the General Rules and Regulations under
                  the Exchange Act.

         (b)      "Board" or "Board of Directors" means the Board of Directors
                  of the Parent.

         (c)      "Cause" shall mean the occurrence of any one of the following:

                  (i)      The willful and continued failure by a Participant to
                           substantially perform his/her duties (other than any
                           such failure resulting from the Participant's
                           disability), after a written demand for substantial
                           performance is delivered to the Participant that
                           specifically identifies the manner in which the
                           Company or any of its Subsidiaries, as the case may
                           be, believes that the Participant has not
                           substantially performed his/her duties, and the
                           Participant has failed to remedy the situation within
                           ten (10) business days of receiving such notice; or

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                  (ii)     the Participant's conviction for committing a felony
                           in connection with the employment relationship; or

                  (iii)    the willful engaging by the Participant in gross
                           misconduct materially and demonstrably injurious to
                           the Company or any of its Subsidiaries. However, no
                           act, or failure to act, on the Participant's part
                           shall be considered "willful" unless done, or omitted
                           to be done, by the Participant not in good faith and
                           without reasonable belief that his/her action or
                           omission was in the best interest of the Company or
                           any of its Subsidiaries.

         (d)      "Change in Control" shall be deemed to have occurred if the
                  conditions set forth in any one of the following paragraphs
                  shall have been satisfied:

                  (i)      An acquisition (other than directly from Parent) of
                           any securities of Parent entitled generally to vote
                           on the election of directors (the "Voting Stock") by
                           any "Person" (as the term person is used for purposes
                           of Section 13(d) or 14(d) of the Exchange Act
                           immediately after which such Person has "Beneficial
                           Ownership" (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) of fifteen
                           percent (15%) or more of the combined voting power of
                           Parent's then outstanding Voting Stock; PROVIDED,
                           HOWEVER, in determining whether a Change in Control
                           has occurred, Voting Stock which is 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) Parent or (b) any corporation or other Person
                           of which a majority of its voting power or its equity
                           securities or equity interest is owned directly and
                           indirectly by Parent (a "Parent Subsidiary") or (2)
                           Parent or any Parent Subsidiary.

                  (ii)     the individuals who, as of the effective date of the
                           Plan, are members of the Board (the "Incumbent
                           Board"), cease for any reason to constitute at least
                           two-thirds of the Board; provided, however, that if
                           the election, or nomination for election by Parent's
                           stockholders, of any new director was approved by a
                           vote of at least two-thirds of the Incumbent Board,
                           such new director shall, for purposes of the
                           Agreement, be considered as a member of the Incumbent
                           Board; or

                  (iii)    Approval by stockholders of Parent of:

                           (a)      A merger, consolidation or reorganization
                                    involving Parent; unless

                           (1)      the stockholders of Parent 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

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                                    voting power of the outstanding voting
                                    securities of the corporation resulting from
                                    such merger or consolidation or
                                    reorganization (the "Surviving Corporation")
                                    in substantially the same proportion to each
                                    other as their ownership of the Voting
                                    Securities immediately before such merger,
                                    consolidation or reorganization, and

                           (2)      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 of the
                                    members of the board of directors of the
                                    Surviving Corporation;

                  (b)      A complete liquidation or dissolution of Parent or
                           the Company ; unless, in the case of the Company,
                           Parent continues to own directly or indirectly all or
                           substantially all of the Company's assets;

                  (c)      An agreement for the sale or other disposition of all
                           or substantially all of the assets of Parent or the
                           Company to any Person (other than a transfer to a
                           Parent Subsidiary);

                  (d)      A merger or other combination involving the Company
                           as a result of which Parent ceases to beneficially
                           own more than 50% of the outstanding Voting Stock of
                           the successor to the Company, unless Parent or a
                           Parent Subsidiary continues to own directly or
                           indirectly all or substantially all of the Company's
                           assets; or

                  (e)      Any Person acquires Beneficial Ownership of a greater
                           percentage of the Voting Stock of the Company than
                           the percentage of such Voting Stock then held,
                           directly or indirectly, by Parent or a Parent
                           Subsidiary.

         Notwithstanding the foregoing clauses (i), (ii), and (iii), 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 Stock as a result of the
         acquisition of Voting Stock by Parent which, by reducing the number of
         Voting Stock 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 Stock by Parent, and after such
         share acquisition by Parent, the Subject Person or entity becomes the
         Beneficial Owner of any additional Voting Stock which increases the
         percentage of the then outstanding Voting Stock Beneficially Owned by
         the Subject Person, then a Change in Control shall occur.

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         (e)      "Code" means the Internal Revenue Code of 1986, as amended
                  from time to time.

         (f)      "Committee" means the Remuneration Committee of the Board of
                  the Parent.

         (g)      "Company" means LG&E Energy Corp., a Kentucky corporation, and
                  any successor thereto.

         (h)      "Company Performance Goals" shall have the meaning ascribed to
                  it by Section 6.1 hereof.

         (i)      "Company Performance Award" means an award established
                  pursuant to Article 6 hereof. Such Company Performance Awards
                  shall be expressed as a percentage of the Participant's base
                  salary.

         (j)      "Earned Award" means the Earned Individual Award, if any, and
                  the Earned Company Award, if any, for a Participant for the
                  applicable Incentive Period.

         (k)      "Earned Company Award" means the actual award earned under a
                  Participant's Company Performance Award during an Incentive
                  Period as determined by the Committee at the end of the
                  Incentive Period (pursuant to Section 6.3 hereof).

         (l)      "Earned Individual Award" means the actual award earned under
                  a Participant's Individual Performance Award during an
                  Incentive Period as determined by the Committee at the end of
                  the Incentive Period (pursuant to Section 5.4 hereof).

         (m)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended from time to time.

         (n)      "Incentive Period" shall mean the period with respect to which
                  a Participant is eligible to earn an Earned Award. Subject to
                  the discretion of the Committee to select shorter or longer
                  Incentive Periods, the Incentive Period shall be the Plan
                  Year.

         (o)      "Individual Performance Award" means an award established
                  pursuant to Article 5 hereof. Such Individual Performance
                  Award shall be expressed as a percentage of the Participant's
                  actual base salary.

         (p)      "Key Employee" means the Chief Executive Officer of the
                  Company and each employee of the Company or any of its
                  Subsidiaries who, in the opinion of the Chief Executive
                  Officer of the Company, is in a position to significantly
                  contribute to the growth and profitability of the Company or
                  any of its Subsidiaries (see Article 4 herein).

         (q)      "Parent" means Powergen plc, an English public limited
                  company, and any successor thereto.

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         (r)      "Participant" means a Key Employee who is nominated for
                  participation by the Chief Executive Officer and then is
                  selected by the Committee to participate in the Plan (see
                  Article 4 herein).

         (s)      "Person" shall have the meaning ascribed to such term in
                  Section 3(a)(9) of the Exchange Act and used in Section 13(d)
                  and 14(d) thereof, including a "group" as defined in Section
                  13(d).

         (t)      "Plan Year" means the Company's fiscal year commencing January
                  1 and ending December 31.

         (u)      "Subsidiary" shall mean any corporation of which more than 50%
                  (by number of votes) of the Voting Stock at the time
                  outstanding is owned, directly or indirectly, by the Parent.

         (v)      "Target Performance Award" means the Individual Performance
                  Award, if any, and the Company Performance Award, if any, for
                  a Participant for the applicable Incentive Period.

         (w)      "Voting Securities" shall mean securities of any class or
                  classes of stock of a corporation, the holders of which are
                  ordinarily, in the absence of contingencies, entitled to elect
                  a majority of the corporate directors.

2.2.     GENDER AND NUMBER.

Except where otherwise indicated by the context, any masculine term used herein
also shall include the feminine; the plural shall include the singular and the
singular shall include the plural.

2.3.     SEVERABILITY.

In the event any provision of the Plan shall be held legally invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

                            ARTICLE 3. ADMINISTRATION

3.1.     THE COMMITTEE.

This Plan shall be administered by the Committee or such delegated as permitted
by law and Article 3.3 delegated by the Committee to administer the Plan in
accordance with rules that it may establish from time to time, that are not
inconsistent with the provisions of this Plan.

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3.2.     AUTHORITY OF THE COMMITTEE.

Subject to the provisions of the Plan, the Committee shall have full power to
construe and interpret the Plan and to establish, amend or waive rules and
regulations for its administration. The determination of the Committee as to any
disputed question arising under this Plan, including questions of construction
and interpretation shall be final, binding, and conclusive upon all persons and
shall not be reviewable.

3.3.     DELEGATION OF CERTAIN RESPONSIBILITIES.

The Committee may, in its sole discretion, delegate to an officer or officers of
the Company the administration of the Plan under this Article 3; provided,
however, that no such delegation by the Committee shall be made with respect to
the administration of the Plan as it affects officers of the Company or its
Subsidiaries, and provided further that the Committee may not delegate its
authority to correct errors, omissions or inconsistencies in the Plan. All
authority delegated by the Committee under this Section 3.3 shall be exercised
in accordance with the provisions of the Plan and any guidelines for the
exercise of such authority that may from time to time be established by the
Committee.

3.4.     PROCEDURES OF THE COMMITTEE.

All determinations of the Committee shall be made by not less than a majority of
its members present at the meeting (in person or otherwise) at which a quorum is
present. A majority of the entire Committee shall constitute a quorum for the
transaction of business. Any action required or permitted to be taken at a
meeting of the Committee may be taken without a meeting if a unanimous written
consent, which sets forth the action, is signed by each member of the Committee
and filed with the minutes for proceedings of the Committee.

3.5.     INDEMNIFICATION.

Service on the Committee shall constitute service as a director of the Company
so that members of the Committee shall be entitled to indemnification,
limitation of liability and reimbursement of expenses with respect to their
services as members of the Committee to the same extent that they are entitled
under the law for their services as directors of the Company.

                    ARTICLE 4. ELIGIBILITY AND PARTICIPATION

4.1.     ELIGIBILITY.

Eligibility for participation in the Plan shall be limited to those Key
Employees who are nominated for participation by the Chief Executive Officer of
the Company and then selected by the Committee to participate in the Plan.

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4.2.     PARTICIPATION.

Participation in the Plan shall be determined annually based upon nomination by
the Chief Executive Officer and selection by the Committee. Specific criteria
for participation shall be determined by the Committee prior to the beginning of
each Incentive Period. Key Employees selected for participation shall be
notified in writing of their selection, and of their performance goals and
related Target Performance Awards, as soon after approval as is practicable.

4.3.     PARTIAL INCENTIVE PERIOD PARTICIPATION.

Subject to Article 6 herein, the Committee may, upon recommendation of the Chief
Executive Officer, allow an individual who becomes eligible after the beginning
of an Incentive Period to participate in the Plan for that period. In such case,
the Participant's Earned Award normally shall be prorated based on the number of
full months of participation during such Incentive Period. However, subject to
Article 6 herein, the Chief Executive Officer, subject to Committee approval,
may authorize an unreduced Earned Award.

4.4.     TERMINATION OF APPROVAL.

In its sole discretion, the Committee may withdraw its approval for
participation in the Plan with respect to an Incentive Period for a Participant
at any time during such Incentive Period; provided, however that, such
withdrawal must occur before the end of such Incentive Period and provided
further that, in the event a Change in Control occurs during an Incentive
Period, the Committee may not thereafter withdraw its approval for a Participant
during such Incentive Period. In the event of such withdrawal, the employee
concerned shall cease to be a Participant as of the date designated by the
Committee, and the employee shall not be entitled to any part of an Earned Award
for the Incentive Period in which such withdrawal occurs. Such employee shall be
notified of such withdrawal in writing as soon as practicable following such
action.

                    ARTICLE 5. INDIVIDUAL PERFORMANCE AWARDS

5.1.     AWARD OPPORTUNITIES.

At the beginning of each Incentive Period, the Committee or its delegates shall
establish Individual Performance Award levels for each Participant who is an
officer of the Company and who is to be granted an Individual Performance Award.
The established levels may vary in relation to the responsibility level of the
Participant. In the event a Participant changes job levels during the Incentive
Period, the Individual Performance Award may be adjusted at the discretion of
the Committee or its delegates, as appropriate, to reflect the amount of time at
each job level. Notwithstanding any provision in this Plan to the contrary,
Individual Performance Awards shall not be dependent in any manner on, and shall
be established independently of and in addition to, the establishment of any
Company Performance Awards or the payout of any Earned Company Awards pursuant
to Article 6 herein.

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5.2.     INDIVIDUAL PERFORMANCE GOALS.

At the beginning of each Incentive Period, the Committee or its delegates shall
establish individual performance goals for each Participant who is granted an
Individual Performance Award. The level of achievement of the individual
performance goals by a Participant at the end of the Incentive Period, as
determined pursuant to Section 5.4 below, will determine such Participant's
Earned Individual Award, which may range from 0% to 175% of such Participant's
Individual Performance Award.

5.3.     ADJUSTMENT OF INDIVIDUAL PERFORMANCE GOALS.

The Committee or its delegates shall have the right to adjust the individual
performance goals (either up or down) during the Incentive Period if they
determine that external changes or other unanticipated conditions have
materially affected the fairness of the goals and unduly influenced a
Participant's ability to meet them.

5.4.     EARNED INDIVIDUAL AWARD DETERMINATION.

At the end of each Incentive Period, the Chief Executive Officer shall review
the performance of each Participant who received an Individual Performance
Award. Based on the Chief Executive Officer's determination as to a
Participant's level of achievement of his or her individual performance goals,
the Chief Executive Officer shall make a recommendation to the Committee as to
the Earned Individual Award to be received by such Participant. Notwithstanding
the foregoing, however, all reviews and determinations with respect to the
performance of the Chief Executive Officer , and the payment of any Earned
Individual Award to the Chief Executive Officer shall be made by the Chairman of
the Parent. The payment of all Earned Individual Awards is subject to approval
by the Committee. The payment of an Earned Individual Award to a Participant
shall not be contingent in any manner upon the attainment of, or failure to
attain the Company Performance Goals for the Company Performance Awards granted
to such Participant under Article 6.

5.5.     MAXIMUM PAYABLE/AGGREGATE AWARD CAP.

The maximum amount payable to a Participant pursuant to this Article 5 for
performance by the Participant during any fiscal year of the Company shall be
determined by the Committee or its delegates. The Committee also may establish
guidelines governing the maximum Earned Individual Awards that may be earned by
all Participants in the aggregate, in each Incentive Period. These guidelines
may be expressed as a percentage of a financial measure, or such other measure
as the Committee shall from time to time determine.

                            ARTICLE 6.  COMPANY PERFORMANCE AWARDS

In addition to any Individual Performance Awards granted under Article 5,
Company Performance Awards based solely on Company performance may be
established under this Article 6 for Participants.

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6.1.     AWARD OPPORTUNITIES.

On or before the 90th day of each Incentive Period and in any event before 25%
or more of the Incentive Period has elapsed, the Committee or its delegates upon
recommendation by the Chief Executive Officer shall establish in writing for
each Participant for whom a Company Performance Award is to be granted under
this Article 6, the Company Performance Award and specific objective performance
goals for the Incentive Period, which goals shall meet the requirements of
Section 6.2 herein (such goals are hereinafter referred to as "Company
Performance Goals"). The extent, if any, to which an Earned Company Award will
be payable to a Participant will be based solely upon the degree of achievement
of such pre-established Company Performance Goals over the specified Incentive
Period; provided, however, that the Committee or its delegates may, in its sole
discretion, reduce the amount which would otherwise be payable with respect to
an Incentive Period. Payment of an Earned Company Award to a Participant shall
consist of a cash award from the Company to be based upon a percentage (which
may exceed 100%) of the Participant's Company Performance Award.

6.2  COMPANY PERFORMANCE GOALS.

The Company Performance Goals established by the Committee or its delegates
pursuant to Section 6.1 will be based on one or more of the following: total
shareholder return, return on equity, return on capital, earnings per share,
market share, stock price, sales, costs, net income, cash flow, retained
earnings, profit before tax, results of customer satisfaction surveys, aggregate
product price and other product price measures, safety record, service
reliability, demand-side management (including conservation and load
management), operating and maintenance cost management, energy production
availability performance measures, or any other measures determined by the
Committee or its delegates. At the time of establishing a Company Performance
Goal, the Committee shall specify the manner in which the Company Performance
Goal shall be calculated. In so doing, the Committee may exclude the impact of
certain specified events from the calculation of the Company Performance Goal.
For example, if the Company Performance Goal were earnings per share, the
Committee could, at the time this Company Performance Goal was established,
specify that earnings per share are to be calculated without regard to any
subsequent change in accounting standards required by the Financial Accounting
Standards Board. Company Performance Goals also may be based on the attainment
of specified levels of performance of the Company and/or any of its Subsidiaries
under one or more of the measures described above relative to the performance of
other corporations. As part of the establishment of Company Performance Goals
for an Incentive Period, the Committee shall also establish a minimum level of
achievement of the Company Performance Goals that must be met for a Participant
to receive any portion of his Company Performance Award.

6.3        PAYMENT OF AN EARNED COMPANY AWARD.

At the time the Company Performance Award for a Participant is established, the
Committee shall prescribe a formula to determine the percentage (which may
exceed 100%) of the Company Performance Award which may be payable to the
Participant based upon the degree of attainment of the Company Performance Goals
during the Incentive Period. If the minimum level of achievement of Company
Performance Goals established by the Committee for a

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Participant for an Incentive Period is not met, no payment of an Earned Company
Award will be made to the Participant for that Incentive Period. To the extent
that the minimum level of achievement of Company Performance Goals is satisfied
or surpassed for a Participant for an Incentive Period, and upon written
certification by the Committee that the Company Performance Goals have been
satisfied to a particular extent and that any other material terms and
conditions of the Company Performance Awards have been satisfied, payment of an
Earned Company Award shall be made to the Participant for that Incentive Period
in accordance with the prescribed formula unless the Committee determines, in
its sole discretion, to reduce the payment to be made.

6.4        MAXIMUM PAYABLE.

The maximum amount payable to a Participant pursuant to this Article 6 for
performance by the Participant during any fiscal year of the Company shall be
determined by the Committee or its delegates.

6.5        COMMITTEE DISCRETION.

Notwithstanding Article 5 herein, the Committee shall not have discretion to
modify the terms of Company Performance Awards, except as specifically set forth
in this Article 6.

                 ARTICLE 7. FORM AND TIMING OF PAYMENT OF AWARDS

Subject to Article 6 herein, as soon as practicable following the applicable
Incentive Period, Earned Award payments, if any, for such Incentive Period shall
be paid in cash. Subject to Article 6 herein, deferral of payments may be
provided for under rules to be determined by the Committee.

                      ARTICLE 8. TERMINATION OF EMPLOYMENT

8.1.     TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.

In the event a Participant's employment is terminated by reason of death, total
and permanent disability (as determined by the Committee), or retirement (as
determined by the Committee), the Earned Award, determined in accordance with
Section 5.4 and Section 6.3 herein, shall be reduced to reflect participation
prior to termination. This reduction shall be determined by multiplying said
Earned Award by a fraction; the numerator of which is the months of
participation through the date of termination rounded up to whole months and the
denominator of which is the number of whole months in the applicable Incentive
Period. The Earned Award thus determined shall be paid as soon as practicable
following the release of the Company's audited financial statements pertaining
to the Plan Year ending coincident with or immediately after the applicable
Incentive Period.

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8.2.   TERMINATION OF EMPLOYMENT FOR OTHER REASONS.

In the event a Participant's employment is terminated for any reason other than
death, total and permanent disability, or retirement (of which the Committee
shall be the sole judge), all of the Participant's rights to an Earned Award for
the Incentive Period then in progress shall be forfeited. However, except in the
event of a termination of employment for Cause, the Committee, in its sole
discretion, may pay a prorated award for the portion of that Incentive Period
that the Participant was employed by the Company or any of its Subsidiaries,
computed as determined by the Committee.

                        ARTICLE 9. RIGHTS OF PARTICIPANTS

9.1.     EMPLOYMENT.

Nothing in this Plan shall interfere with or limit in any way the right of the
Company or any of its Subsidiaries to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company or any of its Subsidiaries.

9.2.     PARTICIPATION.

No Participant or other employee shall at any time have a right to be selected
for participation in the Plan for any Incentive Period, despite having been
selected for participation in a previous Incentive Period. Except as otherwise
provided in Article 8 or Article 11 herein and subject to Section 4.4 herein, a
Participant shall not have any right to an Earned Award for an Incentive Period,
unless the Participant is an employee of the Company at the end of such
Incentive Period.

9.3.     NONTRANSFERABILITY.

No right or interest of any Participant in this Plan shall be assignable or
transferable, or subject to any lien, directly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge, and
bankruptcy.

9.4.     NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE.

Neither the establishment of the Plan nor any amendment thereof shall be
construed as giving any Participant, beneficiary, or any other person any legal
or equitable right unless such right shall be specifically provided for in the
Plan or conferred by specific action of the Committee in accordance with the
terms and provisions of the Plan. Except as expressly provided in this Plan,
neither the Company nor any of its Subsidiaries shall be required or be liable
to make any payment under the Plan.

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9.5.     NO RIGHT TO COMPANY ASSETS.

Neither the Participant nor any other person shall acquire, by reason of the
Plan, any right in or title to any assets, funds or property of the Parent,
Company or any of its Subsidiaries whatsoever including, without limiting the
generality of the foregoing, any specific funds, assets, or other property which
the Parent, Company or any of its Subsidiaries, in its sole discretion, may set
aside in anticipation of a liability hereunder. Any benefits which become
payable hereunder shall be paid from the general assets of the Parent, Company
or the applicable Subsidiary. The Participant shall have only a contractual
right to the amounts, if any, payable hereunder unsecured by any asset of the
Parent, Company or any of its Subsidiaries. Nothing contained in the Plan
constitutes a guarantee by the Parent, Company or any of its Subsidiaries that
the assets of the Company or the applicable Subsidiary shall be sufficient to
pay any benefit to any person.

                       ARTICLE 10. BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively and who may include
a trustee under a will or living trust) to whom any benefit under the Plan is to
be paid in case of his death before he receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Committee during his lifetime. In the
absence of any such designation, or if all designated beneficiaries predecease
the Participant, benefits remaining unpaid at the Participant's death shall be
paid to the Participant's estate.

                          ARTICLE 11. CHANGE IN CONTROL

Notwithstanding any other provisions of the Plan, in the event a Participant's
employment with the Company or any of its Subsidiaries is terminated by the
Company for any reason other than for Cause, within twenty-four (24) months
after a Change in Control of the Company or any of its Subsidiaries, all awards
previously deferred (with earnings) shall be paid to the Participant within ten
(10) business days of the termination; along with the Target Performance Award
established for the Participant for the Incentive Period in progress at the time
of the employment termination, prorated for the number of days in the Incentive
Period in which the Participant was employed by the Company or any of its
Subsidiaries, up to and including the date of termination.

In the event a Participant's employment with the Company or any of its
Subsidiaries is terminated for Cause, no Earned Award will be paid for the
Incentive Period in progress at the time of the employment termination.

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                             ARTICLE 12. AMENDMENTS

The Committee, in its absolute discretion, without notice, at any time and from
time to time, may modify or amend in whole or in part, any or all of the
provisions of this Plan, or suspend or terminate it entirely; provided, that no
such modification, amendment, suspension, or termination after an Incentive
Period, may without the consent of a Participant (or his beneficiary in the case
of the death of the Participant) reduce the right of a Participant (or his
beneficiary, as the case may be) to a payment or distribution hereunder to which
he is entitled for that Incentive Period.

                         ARTICLE 13. REQUIREMENTS OF LAW

13.1.    GOVERNING LAW.

The Plan, and all agreements hereunder shall be construed in accordance with and
governed by the laws of England.

13.2.    WITHHOLDING TAXES.

The Company shall have the right to deduct from all payments under this Plan any
taxes required by the law to be withheld with respect to such payments.

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