<PAGE>

                               EXHIBIT NO. 10(e)

                               CBT CORPORATION'S
                   DESCRIPTION OF INCENTIVE COMPENSATION PLAN

                                   for the
                               Fiscal Year Ended
                               DECEMBER 31, 1996




                                     14


<PAGE>

                               CBT CORPORATION

                       MANAGEMENT ANNUAL INCENTIVE PLAN

                                 BASIC PLAN &

                            1996 OPERATING RULES







                                 FEBRUARY 1996


[The purpose of the Plan document is to outline and summarize the procedural
guidelines of the Management Annual Incentive Plan   "the Plan."  The Plan
document consists of two major segments the Basic Plan and the Operating Rules.
The Basic Plan outlines the major intent, philosophy of CBT Corporation  and
administrative guidelines.  The Operating Rules provide the Plan specifics which
apply to a particular year.  It is intended that the Basic Plan will essentially
stay in place from year to year. While the Operating Rules should be reviewed
from year to year and changes adopted to reflect modifications in Corporate
direction, business objectives, etc.]



                                     15

<PAGE>

                               TABLE OF CONTENTS

                                                            PAGE

SECTION I   BASIC PLAN

 Plan Objectives . . . . . . . . . . . . . . . . . . . .      17
 Plan Administration and Interpretation. . . . . . . . .      17
 Eligibility for Participation . . . . . . . . . . . . .      17
 Selection of Participants . . . . . . . . . . . . . . .      18
 Plan Performance Cycles, and Award Timing . . . . . . .      18
 Performance Measures. . . . . . . . . . . . . . . . . .      18
 Operating Rules . . . . . . . . . . . . . . . . . . . .      18
 Setting The Performance Levels For The Measures . . . .      19
 Pro Rata Awards . . . . . . . . . . . . . . . . . . . .      19
 Adjustments in Performance. . . . . . . . . . . . . . .      20
 On-going Employment . . . . . . . . . . . . . . . . . .      20
 Gender and Number . . . . . . . . . . . . . . . . . . .      20
 Liability . . . . . . . . . . . . . . . . . . . . . . .      20
 Revision, Amendment and/or Plan Termination . . . . . .      20
 Governing Law . . . . . . . . . . . . . . . . . . . . .      20

SECTION II   1996 OPERATING RULES

 Participants. . . . . . . . . . . . . . . . . . . . . .      21
 The Incentive Performance Measures. . . . . . . . . . .      21
 Threshold Performance . . . . . . . . . . . . . . . . .      21
 Earnings/Determining the Incentive Award. . . . . . . .      22
 Allocation of Incentive Units to Participants . . . . .      22
 Incentive Unit Value. . . . . . . . . . . . . . . . . .      22
 Determining the Incentive Award . . . . . . . . . . . .      22
 Required Participant Performance. . . . . . . . . . . .      23
 Calculating the Incentive Award . . . . . . . . . . . .      23
 Participant Communication . . . . . . . . . . . . . . .      24
 Day to Day Management of the Plan . . . . . . . . . . .      24
 Definitions . . . . . . . . . . . . . . . . . . . . . .      25




                                     16

<PAGE>

                                CBT CORPORATION
                       MANAGEMENT ANNUAL INCENTIVE PLAN
                                  BASIC PLAN

1.   PLAN OBJECTIVES

     The objectives of the annual incentive plan include the following:

     A.   Reinforce the community of interests between the plan participants and
          CBT's business goals and objectives.

     B.   Provide competitive total compensation opportunities consistent with
          CBT's compensation philosophy and performance orientation.

     C.   Provide additional motivation and incentive to improve performance.

     D.   Reinforce the efforts of the executives through the use of financial
          recognition.

     E.   Emphasize the importance of executive teamwork in achieving the
          Corporation's strategic and business plans, while at the same time
          ensuring that the executives' effectively manage their individual
          business units.

2.   PLAN ADMINISTRATION AND INTERPRETATION

     The Executive Committee of the Board (Board Committee), under the guidance
     of the Board of Directors, shall be responsible for overseeing the
     administration, interpretation and management of the Plan. A Management
     Compensation Committee (Management Committee) shall have the responsibility
     for the day-to-day management, execution and administration of the Plan. In
     addition to the President and Chief Executive Officer, the Chief Operating
     Officer and Senior Human Resource Executive of the Company may function as
     the Management Compensation Committee. Members of the Management
     Compensation Committee besides the Chief Executive Officer shall be
     appointed by the Chief Executive Officer and shall serve on the Committee
     at the pleasure of the Chief Executive Officer.

3.   ELIGIBILITY FOR PARTICIPATION

     Participation shall be limited to those executives and managers who by the
     nature of their duties and responsibilities:

     A.   Have significant impact on achieving corporate goals and/or the goals
          of the individual community banks.

     B.   Not participants in any other annual incentive plan such unless
          otherwise approved by the President.


                                     17
<PAGE>

3.   ELIGIBILITY FOR PARTICIPATION (continued)

     C.   Those management positions critical to the effective and efficient
          management of CBT.

     D.   Consistent with the objectives and purposes of the Plan.

4.   SELECTION OF PARTICIPANTS

     Prior to the beginning of a performance cycle the President shall recommend
     those positions (individuals) for inclusion in the Plan for the upcoming
     Plan cycle.  Participants shall be approved by the Executive Committee.

5.   PLAN PERFORMANCE CYCLES AND AWARD TIMING

     PERFORMANCE CYCLES:  The Plan shall be based on fiscal year performance.

     AWARD TIMING:  The awards shall be paid annually within a reasonable period
     of time after the completion of the fiscal year and the audit conducted by
     the Company's independent auditors. It is expected that awards would be
     paid no later than March 15th of the following fiscal year end.

6.   PERFORMANCE MEASURES

     The Corporate measures used to determine the Basic Incentive Award may
     change from year to year.  The purpose of the measures and their relative
     weighting is to reflect the Company's goals and objectives for the upcoming
     fiscal year.  Prior to the beginning of the fiscal year the Corporate
     performance measures and their weight shall be determined and communicated
     to and approved by the Executive Committee (and if necessary the Board) and
     thereafter communicated to the participants.

7.   OPERATING RULES

     Prior to the beginning of each fiscal year (to the extent this is possible)
     the Chief Executive Officer shall submit to the Executive Committee the
     proposed Operating Rules for the fiscal year.  The Operating Rules shall,
     at the least, address the following:

     A.   The participants for the fiscal year and their relative potential
          participation.

     B.   The incentive/performance measures and their weighting (relative
          importance).

     C.   Schedules, formulas, etc. which detail the relationship between
          performance and incentive award, including, if appropriate,
          threshold performance levels.


                                        18
<PAGE>

7.   OPERATING RULES (continued)

     D.   The process for determining (calculating) incentive awards.

     E.   The communication strategy process related to the communication of
          the plan to the participants.

     F.   How the Plan is to be integrated into the management of the
          Corporation.

     G.   Any other aspects appropriate to the Plan for the fiscal year.

     The Executive Committee shall be responsible for the review, and/or
     modification and approval of the Operating Rules.  After such approval the
     Chief Executive Officer shall communicate the Plan to the participants.

8.   SETTING THE PERFORMANCE LEVELS FOR THE MEASURES

     In setting the Required Performance Levels for the Plan it is important to
     balance the relationship between desired (budget) performance and how the
     Company has previously performed.  As part of the process in developing the
     annual Operating Rules the Chief Executive Officer shall ensure that the
     necessary financial analysis has been conducted so that the Target
     Performance shall represent a reasonable level of accomplishment consistent
     with the Company's strategic goals, operating environment and stewardship
     responsibility.

9.   PRO RATA AWARDS

     An employee must be on the active payroll at the end of the Corporation's
     payroll year in order to be eligible to receive an award.  However if the
     employee is not on the active payroll at the end of Corporation's payroll
     fiscal year because of death, disability or retirement, under the
     Corporation's qualified retirement plan(s), the employee or their
     beneficiaries shall be eligible to receive a pro rata (partial) award.

     In the event an employee is not on the active payroll at the end of the
     Company's payroll fiscal year as a result of re-organization, staff
     reductions or similar action on the part of the Company such employee(s)
     may be eligible for a pro rata award.  The determination of such
     eligibility shall be recommended by the Management Compensation Committee
     with the final determination made by the Executive Committee.

     Individuals may be selected as participants in the Plan during the course
     of the Plan year.  In such event the President and Chief Executive Officer
     shall recommend inclusion of the individual(s) for the review and approval
     of the Executive Committee.

     A pro rata award shall be that portion of the full year's award divided by
     each full month that the participant was an active employee.


                                     19
<PAGE>

9.   PRO RATA AWARDS (CONTINUED)

     Pro rata awards shall be paid consistent with other awards under the Plan
     as to timing and form.

     The Executive Committee shall have the exclusive right to modify the
     eligibility for and the calculation of pro rata awards in order to best
     serve the interests of the Corporation.

10.  ADJUSTMENTS IN PERFORMANCE

     For the purposes of calculating the incentive award the Executive
     Committee, based on management's recommendations, may make such adjustments
     in order to more accurately reflect the true operating performance of the
     Corporation.  Adjustments may include, but are not limited to, excluding or
     including extraordinary items of income or expense.

11.  ON-GOING EMPLOYMENT

     Nothing in the Plan shall confer on any employee the right to continued
     employment or affect in any way the right of the Corporation or any of its
     subsidiaries to terminate his/her employment at any time.

12.  GENDER AND NUMBER

     Except when otherwise indicated by the context, any masculine terminology
     used in this Plan shall also include the feminine. Plural/singular
     terminology used shall also include singular or plural as indicated by the
     context.

13.  LIABILITY

     In the absence of bad faith, no employee, agent or member of the Board of
     CBT Corporation or its affiliates or subsidiaries shall have any liability
     to any person, firm, or corporation based on, or arising out of the Plan.

14.  REVISION, AMENDMENT AND/OR PLAN TERMINATION

     The Executive Committee shall have the right to amend, revise, modify
     and/or terminate the Plan at any time, in whole or part.  Plan
     modifications made after the approval of the Operating Rules for a plan
     cycle shall not affect the participants' awards under the plan except for
     modifications under paragraphs 9 and/or 10.

15.  GOVERNING LAW

     The Plan shall be construed in accordance with and governed by the laws of
     the state of Kentucky.


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<PAGE>

                                CBT CORPORATION
                       MANAGEMENT ANNUAL INCENTIVE PLAN
                             1996 OPERATING RULES



1.   PARTICIPANTS

     The plan participants and their organization incentive unit are detailed in
     Exhibit 1.

2.   THE INCENTIVE PERFORMANCE MEASURES

     The measures used to determine the incentive award may change from year to
     year.  The purpose of the measures and their relative weighting is to
     reflect the Corporation's goals and objectives for the upcoming fiscal
     year.  Prior to the beginning of the fiscal year (to the extent possible)
     the performance measures and their weight shall be determined and
     communicated to and approved by the Executive Committee (and if necessary
     the Board) and thereafter communicated to the participants.  In addition to
     establishment of bank incentive performance measures, incentive performance
     measures may also be established for individual positions.

     For fiscal 1996 the incentive performance measures and their weights are
     shown on Exhibit 1.

3.   THRESHOLD PERFORMANCE

     The purpose of the Threshold Performance Level is to ensure that a minimum
     acceptable performance level is reached (or exceeded) prior to any award
     being paid.

     Except as otherwise provided  for in this paragraph, regardless of
     performance on any factor unless the business unit's (bank's) pre-tax, pre-
     allocation net income reaches or exceeds 85% of the entity's target
     (threshold performance point) no incentive award shall be paid for
     participants in the plan in that particular bank.  If the payment of
     incentive awards results in performance being reduced below the threshold
     then the awards will be proportionately reduced.

     In the event that the participant's in a particular bank have pre-
     established (individual) incentive performance measures then their
     incentive award shall be determined in accordance with the performance on
     their specific (individual) measures.  For example, see exhibit 2 for
     individual measures and their weighting assigned to selected participants
     at CB&T.


                                    21
<PAGE>

4.   EARNING/DETERMINING THE INCENTIVE AWARD

     Each participant's incentive award shall be determined based on:

     A.   Performance on their and/or the business unit's (bank's) incentive
          factors.

     B.   The dollar value of each incentive unit (this is determined based on
          the bank's/their performance on the incentive measures).

     C.   Relative weight/impact of each factor.

     D.   The participants number of incentive units.

5.   ALLOCATION OF INCENTIVE UNITS TO PARTICIPANTS

     While the effort and importance of each position is self evident, not every
     job has the same potential impact on the achievement of their business
     unit's goals. In order to recognize this relative difference in potential
     contribution as well as the differences in competitive compensation levels
     each job/participant will be assigned a number of incentive units at the
     beginning of the incentive plan year (or as soon as practical after the
     beginning of the year).  Each participant will be advised of the number of
     his incentive units as soon as possible after the beginning of the fiscal
     year and the adoption of the Plan for the fiscal year.

6.   INCENTIVE UNIT VALUE

     GENERAL
     The value of a participant's incentive units will be determined based on
     the level of performance for their incentive measures. Where the incentive
     measures are based solely on the business unit's (bank's) performance then
     the dollar value of an incentive unit for that bank will be the same for
     all participants.  If individual incentive performance measures have been
     assigned the value of the incentive units will be determined based on each
     participants performance on their specific incentive measures.


7.   DETERMINING THE INCENTIVE AWARD

     Each participant will be advised as to their incentive factors (measures).
     In addition each incentive factor will be assigned a weight.  The weighting
     of each factor is intended to reflect the relative importance of that
     factor.  Where the incentive factors are based solely on business unit
     performance the pre-tax, pre-allocation net income measure has a weight of
     65% and growth in revenue 35%.  Participants with individual measures have
     had their measures assigned a weight.

     Each factor will have a performance level defined for threshold, target and
     maximum performance. Performance will be calculated as a percentage of
     target.

     Where the participant has individual incentive measures (including a
     combination of


                                       22
<PAGE>

     individual and business unit) a weighted performance shall be calculated
     (based on the percent performance for the individual incentive factor and
     the weight for that factor).

     Performance that falls between the defined performance levels (i.e.,
     between threshold and target, or target and outstanding) will be calculated
     using a sliding scale.  The purpose of the calculation is to make the award
     commensurate and consistent with the performance, on a proportionate basis.

8.   REQUIRED PARTICIPANT PERFORMANCE

     Regardless of performance on the incentive plan performance measures no
     participant shall be eligible to receive an award unless their performance
     is at least "meets expectations" or greater. Prior to taking such action,
     it is expected that the participant would have been advised of the
     performance shortfall at the time the issue arose and the discussion
     confirmed in writing with a copy submitted to the Human Resources
     Department.  The goal of this communication process is to ensure that the
     appropriate constructive discussions have taken place and that the
     participant have the opportunity to take corrective action. This
     elimination of a participant's incentive award shall be at the sole
     discretion of the Division EVP after appropriate discussions with and
     approval of the senior human resources executive.

9.   CALCULATING THE INCENTIVE AWARD

     AWARDS BASED SOLELY ON BUSINESS UNIT PERFORMANCE

     Determine each participant's incentive award:

     A.   First, ensure that the Threshold Performance Level is achieved.

     B.   Second, determine the Basic Award by- -

          1.   Calculate the performance percentage for each incentive measure
               for business unit pre-tax, pre-allocation net income and Revenue
               Growth (i.e., divide actual performance by the target
               performance).

          2.   Multiply the performance percentage (actual/plan) by the
               appropriate weight (e.g., 65%).  Sum the result and multiply by
               100 to determine the per unit value.  For example, if the
               performance is 90% of plan on a factor with the weight of 65%,
               and 110% of plan on a factor with the weight of 35%, the per unit
               value would be $97.

          3.   Multiply each participant's number of incentive units times the
               dollar value of the incentive unit for the bank.


                                      23
<PAGE>

     C.   Third, confirm that each participant's performance is at least a MEETS
          EXPECTATIONS level.

     AWARD MADE ON INDIVIDUAL PERFORMANCE MEASURES

     A.   First, determine the dollar value of a participant's incentive units:

          1.   Calculate the (percent) performance for each of the individual
               participant's incentive measures (for revenue or growth measures
               divide actual performance by the target performance, for expense
               control measures, divide target by actual). This is the incentive
               (unweighted) percent performance for the incentive measure.

          2.   See B.2. above.

     B.   If the asset quality standard is not met, reduce the unit award
          by the percentage   weight of the loan growth factor.

     C.   Calculate the individual's Basic Award:

          1.   Multiply the participant's incentive units times the dollar value
               of each unit.

     D.   Confirm that each participant's performance is at least a MEETS
          EXPECTATIONS level

10.  PARTICIPANT COMMUNICATION

     Each eligible participant will be provided a summary sheet after the
     approval of the Plan by the Executive Committee at the beginning of the
     year.  The summary sheet will show the employee his/her potential award at
     various performance levels.  Throughout the course of the year employees
     will be given updates detailing their potential award based on performance
     to date.

11.  DAY-TO-DAY MANAGEMENT OF THE PLAN

     The Management Compensation Committee shall be responsible for ensuring
     that periodic review of Plan results with the participants occurs.  As part
     of this review performance concerns will be identified, follow-up
     responsibility assigned, corrective action plans developed and follow-up
     ensured.  Exceptional and target performance will also be identified and
     reinforced.

     It will be the responsibility of the senior executive group to ensure that
     performance discussions are an integral segment of the management meetings
     and that the incentive compensation is incorporated into the management of
     the Company.


                                       24
<PAGE>

12.  DEFINITIONS

     Outlined below are the definitions of the following key terms:

     A.   PRE-TAX, PRE-ALLOCATION NET INCOME:  Tax-equivalent net interest
          income plus non-interest income (exclusive of trust and brokerage)
          less non-interest expense (exclusive of intercompany allocations and
          trust/brokerage related expenses).

     B.   REVENUE:  Tax-equivalent net interest income plus non-interest income,
          exclusive of trust and brokerage fees.

     C.   GROWTH IN REVENUE:  Difference between 1995 revenue, as defined in
          "B", and 1996 revenue.

     D.   MANAGEMENT COMPENSATION COMMITTEE:  Group responsible for the
          day-to-day management of the plan.

     E.   OPERATING RULES:  Detailed rules governing the incentive compensation
          plan.

     F.   MINIMUM ACCEPTABLE PERFORMANCE: (SUPER) THRESHOLD: The minimum
          acceptable performance below which no incentive is earned or paid
          regardless of performance on any other factor.

     G.   THRESHOLD PERFORMANCE:  The performance point below which no incentive
          is earned or paid for that specific incentive factor (measure).

     H.   PRO RATA AWARD:  Partial award earned for less than a 12 month period.

     I.   BUSINESS UNIT PERFORMANCE:  Results of an affiliate Bank, Financial
          Services, or Citizens Bank (exclusive of Financial Services).

     J.   INDIVIDUAL PERFORMANCE MEASURES:  Objective measures of loan growth,
          deposit growth, non-interest expense, fee income, and pre-tax,
          pre-allocation net income, individually weighted.

     K.   INCENTIVE UNIT:  Measure of value used to calculate annual incentives.

     L.   INCENTIVE UNIT VALUE:  Calculated based upon performance and weight of
          factor.

     M.   REQUIRED PARTICIPANT PERFORMANCE:  Minimum acceptable performance
          needed to be eligible for incentive compensation.


                                        25

<PAGE>
<TABLE>
<CAPTION>
                                                                                                     Exhibit 2
                                                                                                   page 1 of 2
                                              CBT CORPORATION
                                 SUMMARY OF PROPOSED 1996 INCENTIVE PLANS
--------------------------------------------------------------------------------------------------------------
                              INCENTIVE MEASURES BY BUSINESS UNIT
--------------------------------------------------------------------------------------------------------------
<S>                    <C>                                            <C>
BUSINESS UNIT                         INCENTIVE MEASURES (FACTORS) & WEIGHT
--------------------------------------------------------------------------------------------------------------
CBT Corporation        Pre-tax, tax equivalent net income             Growth in revenue:  Revenue equals tax
                       65% (4)                                        equivalent net interest income plus non-
                                                                      interest income
                                                                      35%
--------------------------------------------------------------------------------------------------------------
CB&T (1)               Pre-tax, tax equivalent, pre-allocation net    Growth in revenue:  Revenue equals tax
                       income 65% (4) (5)                             equivalent net interest income plus non-
                                                                      interest income
                                                                      35% (5)
--------------------------------------------------------------------------------------------------------------
Affiliate Banks (2)    Pre-tax, tax equivalent, pre-allocation net    Growth in revenue:  Revenue equals tax
                       income 65% (4) (5)                             equivalent net interest income plus non-
                                                                      interest income
                                                                      35% (5)
--------------------------------------------------------------------------------------------------------------
Financial Services (3) Pre-tax operating profit
                       100%
--------------------------------------------------------------------------------------------------------------
Fidelity Credit        Pre-tax operating profit
100%
--------------------------------------------------------------------------------------------------------------
</TABLE>
footnotes
     (1)  Applies to Tom Murrell see exhibit 3 for factors for other
          participants.
     (2)  Applies to all senior personnel at affiliate.
     (3)  Applies to Russ Ogden, see exhibit 4 for other Trust participants.
     (4)  Threshold performance must be reached or  no award is earned.
     (5)  Excludes financial services pre-tax net income.

                                        26

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                   Exhibit 2
                                                                                                                 page 2 of 2
                                                          CB&T
                                         SUMMARY OF INCENTIVE FACTORS BY PARTICIPANT
-----------------------------------------------------------------------------------------------------------------------------
<S>           <C>            <C>                      <C>        <C>                     <C>              <C>
PARTICIPANT                                   INCENTIVE FACTORS & WEIGHTS (2)
-----------------------------------------------------------------------------------------------------------------------------
              MAXIMUM        GROWTH IN AVERAGE        FEE        NON INTEREST EXPENSE    CB&T OVERALL     CB&T PRE-TAX,
              NET C/O'S AS   LOAN OUTSTANDINGS        INCOME                             DEPOSIT GROWTH   PRE-ALLOCATION NET
              % OF LOANS                                                                                  INCOME
-----------------------------------------------------------------------------------------------------------------------------
Powell        .25% (1)       35% Commercial and       15%        10%                     20%              20%
                                 Private Banking
-----------------------------------------------------------------------------------------------------------------------------
Siegert       .25% (1)       20% Business Banking     20%        15%                     25%              20%
                                 and Direct
                                 Consumer
-----------------------------------------------------------------------------------------------------------------------------
Murt          .05% (1)       25% Residential Real     25%        15%                     15%              20%
                                 Estate/Construction
-----------------------------------------------------------------------------------------------------------------------------
Little        .35% (1)       35% Indirect and         15%        15%                     15%              20%
                                 Floor Plan
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
footnotes
     (1)  If net charge-offs exceed maximums, total payout will be reduced as
          follows:
              Powell   35%
              Siegert  20%
              Murt     25%
              Little   35%

     (2)  Except as noted incentive factors apply to participant's immediate
          area of responsibility.

                                        27