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                                                                   Exhibit 10.53

                                  LG&E ENERGY CORP.
                              SHORT TERM INCENTIVE PLAN

                              Effective January 1, 1996

                        ARTICLE 1.  ESTABLISHMENT AND PURPOSE

    1.1. ESTABLISHMENT OF THE PLAN.  LG&E Energy Corp. (hereinafter referred to
as the "Company"), a Kentucky corporation, 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 the Company and
its Subsidiaries, based on the achievement of preestablished performance goals.

    With approval by the Board of Directors of the Company, the Plan shall
become effective as of January 1, 1996, subject to the approval of the Plan by
the shareholders of the Company by the affirmative vote of a majority of the
shares of common stock of the Company present or represented and entitled to
vote at a meeting of the Company's shareholders.  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.  Payments pursuant to Article 6 of the Plan
are intended to qualify under the performance-based compensation exemption of
Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended.

                               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
         Company.
    (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)  Any Person (other than a trustee or other fiduciary holding
              securities under an employee benefit plan of the Company or any
              of its Subsidiaries, or a corporation owned directly or
              indirectly by the common shareholders of the Company in
              substantially the same proportions as their ownership of common
              stock of the Company), is or becomes the Beneficial Owner,
              directly or indirectly, of securities of the Company representing
              15% or more of the combined voting power of the Company's then
              outstanding securities; or
              
        (ii)  during any period of two (2) consecutive years (not including any
              period prior to the effective date of the Plan), individuals who
              at the beginning of such period constitute the Board and any new
              director, whose election by the Board or nomination for election
              by the Company's shareholders was approved by a vote of at least
              two-thirds (2/3) of the directors then still in office who either
              were directors at the beginning of the period or whose election
              or nomination for election was previously so approved, cease for
              any reason to constitute a majority thereof; or 
              
      (iii)   the shareholders of the Company approve (A) a plan of
              complete liquidation of the Company; or (B) an agreement for the
              sale or disposition of all or substantially all the Company's
              assets; or (C) a merger or consolidation of the Company with any
              other corporation, other than a merger or consolidation which
              would result in the voting securities of the Company outstanding
              immediately prior thereto continuing to represent (either by
              remaining outstanding or by being converted into voting
              securities of the surviving entity), at least 50% of the combined
              voting power of the voting securities of the Company (or such
              surviving entity) outstanding immediately after such merger or
              consolidation.
    
              However, in no event shall a Change in Control be deemed to have
              occurred, with respect to a  Participant, if the Participant is
              part of a

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              purchasing group which consummates the Change in Control
              transaction.  The Participant shall be deemed "part of a
              purchasing group..." for purposes of the preceding sentence if
              the Participant is an equity participant or has agreed to become
              an equity participant in the purchasing company or group (except
              for (i) passive ownership of less than 5% of the voting
              securities of the purchasing company or (ii) ownership of equity
              participation in the purchasing company or group which is
              otherwise not deemed to be significant, as determined prior to
              the Change in Control by a majority of the nonemployee continuing
              members of the Board).
              
    (e)  "Code" means the Internal Revenue Code of 1986, as amended from time
         to time.

    (f)  "Committee" means the committee of three or more persons appointed by
         the Board to administer the Plan, pursuant to Article 3 herein.

    (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.

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    (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)  "Outside Director" means any director who qualifies as an "outside
         director" as that term is defined in Code Section 162(m) and the
         regulations issued thereunder.

    (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 Company.

    (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 Stock" 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.

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                              ARTICLE 3.  ADMINISTRATION

    3.1. THE COMMITTEE.  This Plan shall be administered by the Committee in
accordance with rules that it may establish from time to time, that are not
inconsistent with the provisions of this Plan.  To the extent required to comply
with Code Section 162(m) and the related regulations, each member of the
Committee shall be an Outside Director.

    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 Company's Articles of Incorporation and Kentucky 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.  

    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

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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 shall establish Individual Performance Award levels for each
Participant 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 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.

    5.2. INDIVIDUAL PERFORMANCE GOALS.  At the beginning of each Incentive
Period, the Chief Executive Officer shall establish individual performance goals
for each Participant who is granted an Individual Performance Award; provided,
however, that the Committee shall establish the individual performance goals for
the Chief Executive Officer.  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 Chief Executive
Officer shall have the right to adjust the individual performance goals (either
up or down) during the Incentive

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Period if he determines 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; provided, however, that no such adjustment
to the Chief Executive Officer's individual performance goals shall be made
unless approved by the Committee; and provided further that no adjustment of
such individual performance goals for any Participant shall be made based upon
the failure, or the expected failure, to attain or exceed the Company
Performance Goals for any Company Performance Award granted to such Participant
under Article 6 herein.  Further, in the event of an Incentive Period of less
than twelve (12) months, the Chief Executive Officer shall have the right to
adjust the individual performance goals, at his discretion, to protect the
purpose and intent of the Plan.

    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 Committee.  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 $500,000.  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.  Company Performance Awards
are intended to satisfy the performance-based compensation exemption under Code
Section 162(m)(4)(C) and the related regulations and shall thus be subject to
the requirements set forth in this Article 6.

    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 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

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Earned Company Award will be payable to a Participant will be based solely upon
the degree of achievement of such preestablished Company Performance Goals over
the specified Incentive Period; provided, however, that the Committee 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 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, 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, and energy production
availability performance measures.  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 Company 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.  All
of the provisions of this Section 6.2 are subject to the requirement that all
Company Performance Goals shall be objective performance goals satisfying the
requirement for "performance-based compensation" within the meaning of Section
162(m)(4) of the Code and the related regulations.

    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 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.

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    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 $1,000,000.

    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 release
of the Company's audited financial statements pertaining to the Plan Year ending
coincident with or immediately after 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.

    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.

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    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.

    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 Company or any of its Subsidiaries whatsoever
including, without limiting the generality of the foregoing, any specific funds,
assets, or other property which the 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 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 Company or any of its Subsidiaries.  Nothing contained in the Plan
constitutes a guarantee by the 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.

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                            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 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.

                               ARTICLE 12.  AMENDMENTS

    The Board of Directors, 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 the State of Kentucky.

    13.2.     WITHHOLDING TAXES.  The Company shall have the right to deduct
from all payments under this Plan any Federal, state, or local taxes required by
the law to be withheld with respect to such payments.

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