Exhibit
10.54


 


EXECUTION
COPY


 


EMPLOYMENT AND SEVERANCE AGREEMENT


 


 


THIS AGREEMENT
made February 25, 2000, by and between LG&E Energy Corporation, a Kentucky
corporation (the “Company”), Powergen, plc, a United Kingdom public limited
company (“Parent”), and John R. McCall (the “Executive”).


 


WHEREAS, Parent,
Company, a Delaware corporation to be formed as an indirect wholly owned
subsidiary of Parent (“US Subholdco 2”) and a Kentucky corporation to be formed
as a direct wholly owned subsidiary of US Subholdco 2 (“Merger Sub”), have
executed a merger agreement (the “Merger Agreement”) which will become
effective at the Effective Time (as defined in the Merger Agreement);


 


WHEREAS, the
Merger will constitute a “Change in Control” for purposes of the Change-in-Control
Agreement between the Company and the Executive dated January 5, 1998 (the
“Change-In-Control Agreement”);


 


WHEREAS, Parent
and the Company have determined that it is essential and in the best interest
of Parent, the Company and their stockholders to retain the services of the
Executive as [ TITLE ] of the Company on and after the Effective Time, and
provide the Executive with compensation and other benefits on the terms and
conditions set forth in this Agreement, and to ensure his continued dedication
and efforts in such event without undue concern for his personal financial and
employment security in the event of a Change in Control after the Merger; and


 


WHEREAS, the
Executive is willing to accept such employment and perform services for the
Company on the terms and conditions hereinafter set forth;


 


NOW THEREFORE, in
consideration of the respective agreements of the parties contained herein, it
is agreed as follows:


 


1.                                       EFFECTIVENESS;
EFFECT ON PRIOR AGREEMENTS; ADDITIONAL PAYMENTS.


 


1.1.                              This
Agreement shall become effective at the Effective Time, provided the Executive
is employed by the Company on that date. 
As of the Effective Time, the Change-in-Control Agreement shall, except
as otherwise provided herein, terminate and become null and void.  In consideration of the services rendered by
the Executive to the Company prior to the Effective Time, the Executive’s
willingness to enter into this Agreement, and the satisfaction of all of the
Company’s obligations under the Change-in-Control Agreement, the Company shall
pay the Executive in cash 60% of the amount calculated and payable under
Sections 3.1(b) and 6 of the Change-in-Control Agreement


 

















 


(the “Initial Change-in-Control Payment”) within 10 days following the
Effective Time conditioned  upon
delivery by the Executive of an executed form of release of all claims against
the Company with respect to the Change-in-Control Agreement (other than with
respect to Section 6 of such Agreement) (on a form to be provided by the
Company.)  The balance of the amount
calculated under Sections 3.1(b) and 6 of the Change-in-Control Agreement (the
“Deferred Change-in-Control Payment”) shall be credited to Executive’s account
under the Deferred Compensation Plan of the Company (or such other plan or
arrangement as may be mutually agreed upon by the parties hereto) and shall be
payable in a lump sum cash payment (including adjustment for any increases or
decreases in Executive’s account under the Deferred Compensation Plan), if the
Executive so elects, within ten (10) days after the earliest to occur of (i) a
termination of employment, other than a termination by the Executive without
Good Reason, which occurs at any time during the eighteen consecutive months
immediately following the Effective Time (the “Transition Period”), (ii) a
Change in Control that occurs during the Transition Period, so long as the
Executive is still employed by the Company immediately prior to the Change in
Control, and (iii) the end of the Transition Period, so long as the Executive is
still employed on such date.  In the
event that Executive elects not to receive the foregoing lump sum payment,
Executive may otherwise elect to defer receipt of such payment and have such
payment continue to be held in his Deferred Compensation Plan account (which
account shall continue to be adjusted in accordance with the terms of the
Deferred Compensation Plan, or such other plan or arrangement as may be
mutually agreed upon by the parties hereto).


 


1.2.                              Parent
shall, or shall cause the Company to pay to the Executive a lump sum cash
payment in an amount equal to 25% of the Deferred Change-in-Control Payment
(without adjustment for any increases or decreases in Executive’s account under
the Deferred Compensation Plan)(the “Premium Payment”) within ten (10) days
after the earliest to occur of (i) the date that Executive’s employment is
terminated by the Company without Cause, by Executive for Good Reason, or as a
result of Executive’s death or Disability, at any time during the eighteen
consecutive months immediately following the Effective Time (the “Transition
Period”), (ii) a Change in Control that occurs during the Transition Period, so
long as the Executive is still employed by the Company immediately prior to the
Change in Control, and (iii) the end of the Transition Period, so long as the
Executive is still employed on such date. 
In the event that Executive elects not to receive the foregoing lump sum
payment, Executive may otherwise elect to defer receipt of such payment and
have such payment continue to be held in his Deferred Compensation Plan account
(which account shall continue to be adjusted in accordance with the terms of
the Deferred Compensation Plan, or such other plan or arrangement as may be
mutually agreed upon by the parties hereto).


 


1.3.                              As
of the Effective Time, Parent shall grant to the Executive the number of
American Depository Shares of Parent, each of which represents four Ordinary
Shares of


 


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the Parent (the “ADS’s”), that are equivalent in value, as of the
Effective Time, to the amount of the Premium Payment (the “Premium ADS’s”),
which shall be subject to a risk of forfeiture and in which the Executive shall
become vested upon the earliest to occur of (i) the date that Executive’s
employment is terminated by the Company without Cause, by Executive for Good
Reason, or as a result of Executive’s death or Disability, at any time during
the Transition Period, (ii) a Change in Control that occurs during the
Transition Period, so long as the Executive is still employed immediately prior
to the Change in Control, and (iii) the end of the Transition Period, so long
as the Executive is still employed on such date.  In addition, in the event that during the Transition Period,
Parent pays dividends in respect of ADS’s (or Ordinary Shares, as applicable)
to its holders thereof, the Executive shall have a right, subject to the
Executive’s ultimate vesting in the Premium ADS’s pursuant to the preceding
sentence, to receive a payment, in cash or ADS’s (as the Executive shall
elect), equal to the amount of any dividends actually paid on the number of
Premium ADS’s (or Ordinary Shares, as applicable) held by the Executive.


 


2.                                       TERM
OF AGREEMENT.  This Agreement shall
commence as of the Effective Time, and shall continue in effect until the
second anniversary of the Effective Time; provided, however, that commencing on
the second anniversary of the Effective Time, and on each anniversary of the
Effective Time thereafter, the term of this Agreement shall automatically be
extended for one (1) year unless the Company or the Executive shall have given
written notice to the other at least ninety days prior thereto (if such notice
is given following the second anniversary of the Effective Time, otherwise such
notice period shall be one hundred and eighty days) that the term of this
Agreement shall not be so extended; and provided, further, however, that
notwithstanding any such notice by the Company not to extend, the term of this
Agreement shall not expire prior to the expiration of twenty-four (24) months
after any Change in Control which occurs while this Agreement is in effect.


 


3.                                       EMPLOYMENT.


 


0.1.                              The
Company agrees to employ Executive, and Executive agrees to serve  during the term hereof as Executive Vice
President, General Counsel, and Corporate Secretary of the Company.  Executive shall report to the Chief
Executive Officer of the Company (the “CEO”).


 


0.2.                              Executive
agrees to devote his full working time and efforts, to the best of his ability,
experience and talent, to the performance of services, duties and
responsibilities in connection with the position named above.  Executive shall perform such duties and
exercise such powers, commensurate with his position, as the CEO and the Board
of Directors of the Company (the “Board”) shall from time to time assign to him
on such terms and conditions and subject to such


 


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restrictions as the CEO and the Board may reasonably from time to time
impose.


 


0.3.                              Nothing
in this Agreement shall preclude Executive from (a) engaging in charitable and
community affairs so long as, in the reasonable determination of the Company,
such activities do not interfere with his duties and responsibilities
hereunder, (b) managing any passive investment made by him in publicly traded
equity securities or other property (provided that no such investment may
exceed 5% of the equity of any entity, without the prior approval of the
Company, which approval shall not be unreasonably withheld) or (c) serving,
subject to the prior approval of the Company, which approval shall not be
unreasonably withheld, as a member of boards of directors or as a trustee of
any other corporation, association or entity.


 


0.4.                              The
Executive will perform his services at the Company’s headquarters in
Louisville, Kentucky, with the understanding that he will be required to travel
as reasonably required (including travel to the United Kingdom) for the
performance of his duties under this Agreement .


 


1.                                       COMPENSATION.


 


1.1.                              SALARY.  The Company shall pay Executive a base
salary (“Base Salary”) of not less than the rate in effect immediately prior to
the Effective Time.  The Base Salary
shall be payable in accordance with the ordinary payroll practices of the Company.  The Base Salary shall be reviewed by the
Board as of July 1 of each year during the term of this Agreement and may be
increased in the discretion of the Board and, as so increased, shall constitute
“Base Salary” hereunder.  At no time
shall the Board be able to decrease the Base Salary.


 


1.2.                              ANNUAL
BONUS.  In addition to his Base Salary,
Executive shall be eligible to participate in any annual incentive plan or
program maintained by the Company in which other senior executives of the
Company participate (the “Bonus Plan”). 
Such participation shall be on terms commensurate with Executive’s
position and level of responsibility. 
The Executive’s target bonus under the Bonus Plan in respect of each
twelve-month period of the term of this Agreement (as provided for in Section
2)(each, a “Contract Year”) shall be not less than the target bonus opportunity
to which the Executive is entitled as of the date hereof  (50% of the Base Salary); provided, however,
that with respect to the first and second Contract Years, Executive’s annual
bonus amount shall not be less than 75% of the Executive’s target bonus for
each such Contract Year.  Except as set
forth in the preceding sentence, nothing in this Section 4.2 will guarantee to
the Executive any specific amount of incentive compensation, or prevent a
Remuneration Committee appointed by the Board of Directors of Parent from


 


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establishing reasonable performance goals and compensation targets,
after consultation with the Executive, applicable only to the Executive.


 


1.3.                              COMPENSATION
PLANS AND PROGRAMS. Executive shall be eligible to participate in any
compensation plan or program maintained by the Company in which other senior
executives of the Company participate on terms commensurate with his position
and level of responsibility, and to receive equity-based incentive awards based
upon achievement of performance goals based partially upon Parent’s and
partially on the Company’s performance in accordance with the general terms of
the long-term incentive plan contained on Exhibit A.


 


1.4.                              OTHER
COMPENSATION.  Nothing in this Section 4
will preclude the Board from authorizing such additional compensation to the
Executive, in cash or in property, as the Board may determine in its sole
discretion to be appropriate.


 


4.5                                 EXISTING
STOCK OPTIONS.  In addition to any
provision in the Merger Agreement, prior to the Effective Time, Executive may
elect in writing delivered to Parent to convert each Company stock option he
holds (each, a “Company Option”), whether vested or unvested, into an option to
acquire, on the same terms and conditions as were applicable under such Company
Option, the number of ADS’s, equal to the result (rounded down to the nearest
whole ADS) of multiplying the number of shares subject to the Company Option
immediately prior to the Effective Time by the Conversion Ratio (as defined in
the Merger Agreement), at an exercise price per share equal to the result
(rounded up to the nearest whole cent) of dividing the per share exercise price
of such Company Option immediately prior to the Effective Time by the
Conversion Ratio (it being understood that the exercise price shall be
converted into dollars at the rate prevailing at the close of business on the
business day prior to the Effective Time). 
If Executive makes such election and holds the Company Option or the
ADS’s acquired upon the exercise of such Company Option for two years after the
Effective Time, then upon the later of (i) the end of the 24th month after the
Effective Time, or (ii) the exercise of such Company Option, the Parent shall
issue Executive one additional ADS for every 4 ADS’s acquired as a result of
such exercise; provided however in the event that either (i) a Change in
Control occurs within the two years after the Effective Time and the Executive
is still employed by the Company immediately prior to the Change in Control,
immediately prior to such time, the Executive shall receive one additional ADS
for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of
any Company Option during the period prior to such Change in Control and (B)
underlying each unexercised Company Option held by the Executive immediately
prior to such Change in Control or (ii) the Executive’s employment is
terminated for any reason (other than by the Company for Cause or by the
Executive without Good Reason (other than as a result of death or Disability))
at any time during the two years after the Effective Time and prior to any
Change in Control, the Executive shall receive, within 10 days after the
termination of


 


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employment, one additional ADS for every 4 ADS’s (A) acquired by the
Executive as a result of the exercise of any Company Option during the period
prior to such termination of employment and (B) underlying each unexercised
Company Option held by the Executive immediately prior to such termination of
employment.


 


2.                                       EMPLOYEE
BENEFITS.


 


2.1.                              EMPLOYEE
BENEFIT PROGRAMS, PLANS AND PRACTICES. 
The Company shall provide Executive during the term of his employment
hereunder with coverage under all employee pension and welfare benefit
programs, plans and practices including, but not limited to, those specified in
Exhibit B attached hereto (commensurate with his positions and level of
responsibility in the Company and to the extent permitted under any employee
benefit plan) in accordance with the terms thereof, which the Company makes
available to its senior executives.


 


2.2.                              VACATION
AND FRINGE BENEFITS.  Executive shall be
eligible to participate in the Company’s vacation plan; provided, however,
that in no event shall Executive receive fewer vacation days than Executive is
entitled to receive under the Company’s vacation policy as in effect immediately
prior to the Effective Time.  In
addition, Executive shall be entitled to perquisites and other fringe benefits
that are comparable to those perquisites and fringe benefits to which Executive
is entitled immediately prior to the Effective Time.


 


2.3.                              EXPENSES.  Executive is authorized to incur reasonable
expenses in carrying out his duties and responsibilities under this Agreement,
including, without limitation, expenses for travel and similar items related to
such duties and responsibilities.  The
Company will reimburse Executive for all such expenses upon presentation by
Executive from time to time of appropriately itemized and approved (consistent
with the Company’s policy) accounts of such expenditures.


 


4.                                       DEFINITIONS.


 


4.1.                              BASE
AMOUNT; BONUS AMOUNT.  For purposes of
this Agreement, “Base Amount” shall mean the greater of the Executive’s annual
base salary from the Company (a) at the rate in effect on the Termination Date
(as hereinafter defined) or (b) at the highest rate in effect at any time during
the ninety (90) day period prior to the Effective Time or the Change in
Control, as applicable, and shall include all amounts of base salary that are
deferred under any qualified and non-qualified employee benefits plans of the
Company or any Subsidiary (as hereinafter defined) or under any other agreement
or arrangement.  For purposes of this
Agreement; “Bonus Amount” shall mean the greater of (a) the most recent annual
bonus paid or payable to the Executive (which may include a bonus amount paid
or payable in respect of any Contract Year), (b) the


 


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annual bonus paid or payable to the Executive under the Bonus Plan for
the full fiscal year ended prior to the fiscal year during which the Effective
Time, or the Change in Control, as applicable, occurred or (c) the Executive’s
target award under the Bonus  Plan for
the full fiscal year ended prior to the fiscal year during which the Effective
Time, or the Change in Control, as applicable, occurred.


 


4.2.                              CAUSE.  For purposes of this Agreement, a
termination for “Cause” is a termination evidenced by a resolution adopted in
good faith by at least seventy-five percent (75%) of the Board of Directors of
the Company that (i) there has been repeated willful misconduct by the
Executive in performing the reasonably assigned duties on behalf of the Company
required by and in accordance with his employment by the Company, or (ii) the
Executive has been convicted of a felony in the course of performing those
duties. Notwithstanding anything contained in this Agreement to the contrary,
no failure to perform by the Executive after a Notice of Termination (as
hereinafter defined) is given by the Executive shall constitute Cause for
purposes of this Agreement. No act, or failure to act, on Executive’s part
shall be deemed to be “repeated” unless the Executive shall have received a
written notice from the Company setting forth in detail the particulars of the
act, or the failure to act, which the Company contends would constitute Cause
when repeated and Executive then repeats such act or failure to act and does
not resolve or otherwise cure such behavior within thirty (30) days of receipt
of such notice.


 


2.4.                              CHANGE
IN CONTROL.  For purposes of this
Agreement, a “Change in Control” shall mean the occurrence during the term of
this Agreement of any of the following events:


 


(1)                                  An
acquisition (other than directly from Parent) of any securities of Parent
entitled generally to vote on the election of directors (the “Voting Securities”)
by any “Person” (as the term person is used for purposes of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”))
immediately after which such Person has “Beneficial Ownership” (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of fifteen percent
(15%) or more of the combined voting power of Parent’s then outstanding Voting
Securities; PROVIDED, HOWEVER, in determining whether a Change in Control has
occurred, Voting Securities which are 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 “Subsidiary”) or (2) Parent or any Subsidiary.


 


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(2)                                  The
individuals who, as of the date this Agreement was approved by the Board, 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


 


(3)                                  Approval
by stockholders of Parent of:


 


(1)                                  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 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;


 


(2)                                  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;


 


(3)                                  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
Subsidiary);


 


(1)                                  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 Securities
of the successor to the Company, unless Parent continues to own directly or
indirectly all or substantially all of the Company’s assets; or


 


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


 


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Notwithstanding the
foregoing clauses (a), (b), and (c), a Change in Control shall not be deemed to
occur solely because any Person Beneficially Owned by the Subject Person (the
“Subject Person”) acquired Beneficial Ownership of more than the permitted
amount of the outstanding Voting Securities as a result of the acquisition of
Voting Securities by Parent which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by Parent, and after such share
acquisition by Parent, the Subject Person or entity becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.


 


(4)                                  Notwithstanding
anything contained in this Agreement to the contrary, if the Executive’s
employment is terminated during the term of this Agreement and the Executive
reasonably demonstrates that such termination (i) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control and who effectuates a Change in Control (a “Third
Party”) or (ii) otherwise occurred in connection with, or in anticipation of, a
Change in Control which actually occurs, then for all purposes of this
Agreement, the date of a Change in Control with respect to the Executive shall
mean the date immediately prior to the date of such termination of the
Executive’s employment.


 


4.3.                              DISABILITY.  For purposes of this Agreement, “Disability”
shall mean a physical or mental infirmity which impairs the Executive’s ability
to substantially perform his duties with the Company which continues for a
period of at least one hundred eighty (180) consecutive days.


 


4.4.                              GOOD
REASON.


 


(1)                                  For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of
the events or conditions described in subsections (1) through (8) hereof:


 


(1)                                  a
reduction by the Company in the Executive’s Base Salary or annual target bonus
opportunity as in effect prior to such reduction or any failure to pay the
Executive any compensation or benefits to which the Executive is entitled
within thirty days of the applicable due date, provided that the Company may
correct such reduction or failure within thirty (30) days of its commission;


 


(2)                                  Parent
or the Company require the Executive to be relocated anywhere in excess of
fifty (50) miles of his present office location, except for required travel on
Parent or Company business consistent with his business travel


 


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obligations as in effect prior to the Effective Time and as provided in
Section 3.4 of this Agreement;


 


(3)                                  a
failure by Parent or the Company to maintain plans providing benefits at least
as beneficial in the aggregate as those provided by any benefit or compensation
plan, retirement or pension plan, stock option plan, bonus plan, long-term
incentive plan, life insurance plan, health and accident plan or disability
plan in which the Executive is participating prior to the Effective Time, or
the Change in Control, as applicable, or if the Company or Parent has taken any
action which would adversely affect the Executive’s participation in or
materially reduce the Executive’s benefits under any of such plans or deprive
him of any material fringe benefit enjoyed by him prior to the Effective Time,
or the Change in Control, as applicable, or if the Company or Parent has failed
to provide him with the number of paid vacation days to which he would be
entitled in accordance with the Company’s normal vacation policy immediately
prior to the Effective Time, or the Change in Control, as applicable;


 


(3)                                  Parent
or the Company materially reduces, individually or in the aggregate, the
Executive’s title, job authorities or responsibilities as in effect prior to
such reduction;


 


(4)                                  Parent
or the Company fails to obtain the assumption of the obligations contained in
this Agreement by any successor as contemplated in Section 11 hereof;


 


(5)                                  any
purported termination of the Executive’s employment by Parent or the Company
which is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 8 below; and, for purposes of this Agreement, no
such purported termination shall be effective;


 


(6)                                  any
material breach by Parent or the Company of any provision of this Agreement;


 


(7)                                  any
purported termination of the Executive’s employment for Cause by Parent or the
Company which does not comply with the terms of Section 6.2 of this Agreement;
or


 


(2)                                  Until
the Executive’s Disability, the Executive’s rights to terminate his employment
pursuant to this Section  6.5 shall not be affected by his incapacity due
to physical or mental illness.


 


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5.                                       TERMINATION
OF EMPLOYMENT.


 


5.1.                              If,
during the term of this Agreement, the Executive’s employment with the Company
shall be terminated within twenty-four months after the effective time of any
Change in Control, then the Executive shall be entitled to the following
compensation and benefits:


 


(1)                                  If
the Executive’s employment with the Company shall be terminated (1) by Parent
or the Company for Cause or (2) by the Executive (other than for Good Reason or
as a result of death or Disability), the Company shall pay the Executive all
amounts earned or accrued for or on behalf of the Executive through the
Termination Date (as hereinafter defined) but not paid as of the Termination
Date, including (i) Base Salary, (ii) reimbursement for reasonable and necessary
expenses incurred by the Executive on behalf of the Company during the period
ending on the Termination Date and (iii) vacation pay (collectively, “Accrued
Compensation”).


 


(2)                                  If
the Executive’s employment with the Company shall be terminated (1) as a result
of the Executive’s death or (2) as a result of the Executive’s Disability, the
Executive shall be entitled to the following: (i) The Company shall pay the
Executive all Accrued Compensation; (ii) the Company shall pay, as a severance
amount to the Executive (or his or her personal representative or estate, as
applicable) after the Termination Date, an amount equal to the Executive’s
annual target bonus for the year in which such Termination Date occurs; and
(iii) the Company shall provide the Executive with a cash lump sum payment of
any long-term incentive award granted to the Executive at the target level,
prorated for Executive’s actual period of service.


 


(3)                                  If  the Executive’s employment with the Company
shall be terminated (1) by the Company for any reason (including as a result of
the Company’s notice not to extend the term of this Agreement) other than as
specified in clause (1) of Section 7.1(a) or (2) by the Executive for Good
Reason, the Executive shall be entitled to the following:


 


(1)                                  The
Company shall pay the Executive all Accrued Compensation;


 


(2)                                  The
Company shall pay, as a severance amount to the Executive after the Termination
Date, an amount equal to 2.99 times the sum of (a) the Base Amount and (b) the
Bonus Amount;


 


(3)                                  For
a period of thirty-six months (the “Continuation Period”), the Company shall at
its expense continue on behalf of the Executive and his dependents and
beneficiaries (to the same extent provided to the dependents and beneficiaries
prior to the Executive’s termination) the life insurance, disability, medical,
dental, and hospitalization benefits provided (x) to the Executive by the
Company at any


 


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time within ninety (90) days preceding a Change in Control or at any
time thereafter, or (y) to other similarly situated executives who continue in
the employ of the Company during the Continuation Period. The coverage and
benefits (including deductibles and costs) provided in this Section 7.1(c)
(iii) during the Continuation Period shall be no less favorable to the
Executive and his dependents and beneficiaries, than the most favorable of such
coverages and benefits set forth in clauses (x) and (y) above. The Company’s
obligation hereunder with respect to the foregoing benefits shall be limited to
the extent that the Executive obtains any such benefits pursuant to a
subsequent employer’s benefit plans, in which case the Company may reduce the
coverage of any benefits it is required to provide the Executive hereunder as long
as the aggregate coverages and benefits of the combined benefit plans are no
less favorable to the Executive than the coverages and benefits required to be
provided hereunder.  This
Subsection (c)(iii) shall not be interpreted so as to limit any benefits
to which the Executive or his dependents may be entitled under any of the
Company’s or any Subsidiary’s employee benefit plans, programs or practices
following the Executive’s termination of employment, including without
limitation, retiree medical and life insurance benefits; and


 


(4)                                  The
Company shall provide to the Executive an amount equal to twenty percent (20%)
of the Base Amount to be used for outplacement services.


 


5.2.                              If,
during the term of this Agreement, but prior to a Change in Control, the
Executive’s employment with the Company shall be terminated, the Executive
shall be entitled to the following:


 


(1)                                  If
the Executive’s employment with the Company shall be terminated (1) by Parent
or the Company for Cause or (2) by the Executive (other than for Good Reason or
as a result of death or Disability), the Company shall pay the Executive all
Accrued Compensation.


 


(2)                                  If
the Executive’s employment with the Company shall be terminated (1) as a result
of the Executive’s death or (2) as a result of the Executive’s Disability, the
Executive shall be entitled to the following: (i) The Company shall pay the
Executive all Accrued Compensation; (ii) the Company shall pay, as a severance
amount to the Executive (or his or her personal representative or estate, as
applicable) after the Termination Date, an amount equal to the Executive’s
annual target bonus for the year in which such Termination Date occurs.; and
(iii) the Company shall provide the Executive with a cash lump sum payment of
any long-term incentive award granted to the Executive at the target level,
prorated for Executive’s actual period of service.


 


(3)                                  If
the Executive’s employment with the Company shall be terminated (1) by the
Company for any reason (including as a result of the Company’s notice not to
extend the term of this Agreement) other than as specified in clause (1)
of


 


12

















 


Section 7.2(a) or (2) by the Executive for Good Reason, the
Executive shall be entitled to the following:


 


(1)                                  The
Company shall pay the Executive all Accrued Compensation;


 


(2)                                  The
Company shall pay, as a severance amount to the Executive after the Termination
Date, an amount equal to the sum of (a) the Base Amount and (b) the Bonus
Amount, divided by twelve, the quotient of which shall be multiplied by the
greater of (x) twelve and (y) the number of months remaining in the term of
this Agreement;


 


(3)                                  For
a period of twenty-four (24) months (the “Continuation Period”), the Company
shall at its expense continue on behalf of the Executive and his dependents and
beneficiaries (to the same extent provided to the dependents and beneficiaries
prior to the Executive’s termination) the life insurance, disability, medical,
dental, and hospitalization benefits provided to other similarly situated
executives who continue in the employ of the Company during the Continuation
Period.  The Company’s obligation
hereunder with respect to the foregoing benefits shall be limited to the extent
that the Executive obtains any such benefits pursuant to a subsequent
employer’s benefit plans, in which case the Company may reduce the coverage of
any benefits it is required to provide the Executive hereunder as long as the
aggregate coverages and benefits of the combined benefit plans are no less
favorable to the Executive than the coverages and benefits required to be
provided hereunder. This Subsection (c)(iii) shall not be interpreted so
as to limit any benefits to which the Executive or his dependents may be
entitled under any of the Company’s or any Subsidiary’s employee benefit plans,
programs or practices following the Executive’s termination of employment,
including without limitation, retiree medical and life insurance benefits; and


 


(4)                                  The
Company shall provide to the Executive an amount equal to twenty percent (20%)
of the Base Amount to be used for outplacement services.


 


5.3.                              The
amounts provided for in Section 7.1(a), 7.1(b) (i) and (ii), 7.1(c) (i), (ii)
and (iv), 7.2(a),  7.2(b)(i) and (ii)
and 7.2(c) (i), (ii) and (iv) shall be paid in cash in a lump sum within thirty
(30) days after the Executive’s Termination Date.


 


5.4.                              The
Executive shall not be required to mitigate the amount of any payments provided
for in this Agreement by seeking other employment or otherwise and no such payment
shall be offset or reduced by the amount of any compensation or benefits
provided to the Executive in any subsequent employment except as provided in
Sections 7.1(c) (iii) and 7.2(c)(iii).


 


13

















 


5.5.                              The
provisions of this Agreement, and any payment provided for hereunder, shall not
reduce any amounts otherwise payable, or in any way diminish the Executive’s
existing rights, or rights which would accrue solely as a result of the passage
of time, under any benefit plan, incentive plan, or securities plan, employment
agreement or other contract, plan or arrangement with the Company, any
Subsidiary or any other party, including, but not limited to, those specified
in Exhibit B attached hereto, provided, however, the Company shall not be
required to make duplicative payments of Accrued Compensation, and provided
further that, upon execution of this Agreement, Executive shall not have any
rights under his prior Change-In-Control Agreement (other than with respect to
Section 6 of such Agreement), as previously amended, which agreement (as stated
in Sections 1 and 22 hereof) is superseded by this Agreement.


 


6.                                       NOTICE
OF TERMINATION. Any purported termination by Parent or the Company or by the
Executive shall be communicated by written Notice of Termination to the other.
For purposes of this Agreement, a “Notice of Termination” shall mean a notice
which indicates the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated. For purposes of this Agreement, no such purported
termination shall be effective without such Notice of Termination.


 


7.                                       TERMINATION
DATE. “Termination Date” shall mean, in the case of the Executive’s death, his
date of death and, in all other cases, the date specified in the Notice of
Termination subject to the following:


 


(1)                                  If
the Executive’s employment is terminated by Parent or the Company for Cause or
due to Disability, the date specified in the Notice of Termination shall be at
least thirty (30) days from the date the Notice of Termination is given to the
Executive, provided that, in the case of Disability, the Executive shall not
have returned to the full-time performance of his duties during such period of
at least (30) days; and


 


(2)                                  If
the Executive’s employment is terminated for Good Reason, the date specified in
the Notice of Termination shall not be more than sixty (60) days from the date
the Notice of Termination is given to Parent or the Company.


 


8.                                       CERTAIN
ADDITIONAL PAYMENTS


 


(1)                                  Notwithstanding
anything in the Agreement to the contrary, in the event that it is determined
(as hereafter provided) that any payment or distribution by the Company or any
affiliates to or for the benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement,


 


14

















 


including without limitation any stock option, stock appreciation right
or similar right, or the lapse or termination of any restriction on or the
vesting or exercisability of any of the foregoing (individually and
collectively a “Payment”), would be subject to the excise tax imposed by
Section 4999(or any successor provision thereto) of the Internal Revenue Code
of 1986, as amended (the “Code”) by reason of being considered “contingent on a
change in ownership or control” of the Company or Parent, within the meaning of
Section 280G of the Code (or any successor provision thereto), or to any
similar tax imposed by state or local law, or any interest or penalties with respect
to any such taxes (such taxes, together with any such interest and penalties,
being hereafter collectively referred to as the “Excise Tax”), then the
Executive shall be entitled to receive an additional payment or payments
(individually and collectively, a “Gross-Up Payment”). The Gross-Up Payment
shall be in an amount such that, after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payment.


 


(2)                                  Subject
to the provisions of Section 10(f) hereof, all determinations required to
be made under this Section 10, including whether an Excise Tax is payable
by the Executive and the amount of such Excise Tax and whether a Gross-Up
Payment is required to be paid to the Executive and the amount of such Gross-Up
Payment, if any, shall be made by a nationally recognized accounting firm (the
“Accounting Firm”) selected by the Executive in his sole discretion. The
Executive shall direct the Accounting Firm to submit its determination and
detailed supporting calculations to both the Company and the Executive within
thirty (30) calendar days after the Termination Date, if applicable, and any
such other time or times as may be requested by the Company or the Executive.
If the Accounting Firm determines that any Excise Tax is payable by the
Executive, the Company shall pay or cause to be paid the required Gross-Up
Payment in cash to the Executive within five (5) business days after receipt of
such determination and calculations with respect to any Payment to the
Executive. If the Accounting Firm determines that no Excise Tax is payable by
the Executive, it shall, at the same time as it makes such determination,
furnish the Company and the Executive an opinion that the Executive has
substantial authority not to report any Excise Tax on his federal, state or
local income or other tax return. As a result of the uncertainty in the
application of Section 4999 of the Code (or any successor provision thereto) at
the time of any determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by the Company should have
been made (an “Underpayment”), consistent with the calculations required to be
made hereunder. In the event that the Company exhausts or fails to pursue its
remedies pursuant to Section 10(f) hereof and the Executive thereafter is
required to make a payment of any Excise Tax, the Executive shall direct the
Accounting Firm to determine the amount of the Underpayment that has occurred
and to submit its determination and detailed supporting calculations to both
the Company and the Executive as promptly as possible. Any such Underpayment


 


15

















 


shall be promptly paid by the Company in cash to, or for the benefit
of, the Executive within five (5) business days after receipt of such
determination and calculations.


 


(3)                                  The
Company and the Executive shall each provide the Accounting Firm access to and
copies of any books, records and documents in the possession of the Company or
the Executive, as the case may be, reasonably requested by the Accounting Firm,
and otherwise cooperate with the Accounting Firm in connection with the
preparation and issuance of the determinations and calculations contemplated by
Section 10(b) hereof. Any determination by the Accounting Firm as to the
amount of the Gross-Up Payment will be binding on the Company and the
Executive.


 


(4)                                  The
federal, state, and local income or other tax returns filed by the Executive
will be prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by the Executive. The
Executive will make proper payment of the amount of any Excise Payment and, at
the request of the Company, provide to the Company true and correct copies
(with any amendments) of the Executive’s federal income tax return as filed
with the Internal Revenue Service and corresponding state and local tax
returns, if relevant, as filed with the applicable taxing authority, and such
other documents reasonably requested by the Company, evidencing such payment.
If prior to the filing of the Executive’s federal income tax return, or
corresponding state or local tax return, if relevant, the Accounting Firm
determines that the amount of the Gross-Up Payment should be reduced, the
Executive will within five (5) business days pay to the Company the amount of
such reduction.


 


(5)                                  The
fees and expenses of the Accounting Firm for its services in connection with
the determinations and calculations contemplated by Section 10(b) hereof
shall be borne by the Company. If such fees and expenses are initially paid by
the Executive, the Company shall reimburse the Executive the full amount of
such fees and expenses within five (5) business days after receipt from the
Executive of a statement therefor and reasonable evidence of his payment
thereof.


 


(6)                                  The
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service or any other taxing authority that, if successful, would
require the payment by the Company of a Gross-Up Payment. Such notification
shall be given as promptly as practicable but no later than ten (10) business
days after the Executive actually receives notice of such claim and the
Executive shall further apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid (in each case, to the extent
known by the Executive). The Executive shall not pay such claim prior to the
earlier of (i) the expiration of the thirty (30) calendar-day period following
the date on which he gives such notice to the Company and (ii) the date that any
payment of amount with respect to such claim is due. If the Company notifies
the


 


16

















 


Executive in writing prior to the expiration of such period that it
desires to contest such claim, the Executive shall:


 


(1)                                  provide
the Company with any written records or documents in his possession relating to
such claim reasonably requested by the Company;


 


(2)                                  take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without limitation
accepting legal representation with respect to such claim by an attorney
competent in respect of the subject matter and reasonably selected by the
Company;


 


(3)                                  cooperate
with the Company in good faith in order effectively to contest such claim; and


 


(4)                                  permit
the Company to participate in any proceedings relating to such claim;


 


provided, however, that
the Company shall bear and pay directly all costs and expenses (including
interest and penalties) incurred in connection with such contest and shall
indemnify and hold harmless the Executive, on an after-tax. basis, for and
against any Excise Tax or income tax, including interest and penalties with
respect thereto, imposed as a result of such representation and payment of
costs and expenses. Without limiting the foregoing provisions of this
Section 10(f), the Company shall control all proceedings taken in
connection with the contest of any claim contemplated by this
Section 10(f) and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim (provided, however, that the Executive may
participate therein at his own cost and expense) and may, at its option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
the tax claimed and sue for a refund, the Company shall advance the amount of
such payment to the Executive on an interest-free basis and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any Excise Tax or
income tax, including interest or penalties with respect thereto, imposed with
respect to such advance; and provided further, however, that any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which the contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the Company’s control of
any such contested claim shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive shall be entitled
to settle or


 


17

















 


contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.


 


(7)                                  If,
after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 10(f) hereof, the Executive receives any refund with
respect to such claim, the Executive shall (subject to the Company’s complying
with the requirements of Section 10(f) hereof) promptly pay the Company
the amount of such refund (together with any interest paid or credited thereon
after any taxes applicable thereto). If, after the receipt by the Executive of
an amount advanced by the Company pursuant to Section 10(f) hereof, a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial or refund prior to the expiration
of thirty (30) calendar days after such determination, then such advance shall
be forgiven and shall not be required to be repaid and the amount of any such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid by the Company to the Executive pursuant to this
Section 10.


 


9.                                       SUCCESSORS;
BINDING AGREEMENT.


 


(1)                                  This
Agreement shall be binding upon and shall inure to the benefit of Parent, the
Company, their successors and assigns and, at the time of any such succession
or assignment, Parent or the Company (as applicable) shall require any
successor or assign to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that Parent or the Company would be
required to perform it if no such succession or assignment had taken place. The
terms “Parent”, “the Company” as used herein shall include such successors and
assigns. The term “successors and assigns” as used herein shall mean a
corporation or other entity acquiring ownership, directly or indirectly, of all
or substantially all the assets and business of the Company (including this
Agreement) whether by operation of law or otherwise.


 


(b)                               Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, his beneficiaries or legal representatives,
except by will or by the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive’s legal personal
representative.


 


10.                                 FEES
AND EXPENSES.  The Company shall pay all legal fees and related expenses
(including the cost of experts, evidence and counsel) incurred by the Executive
involving (a) the Executive’s termination of employment (including all such
fees and expenses, if any, incurred in contesting or disputing any such
termination of employment), or (b) the Executive seeking to obtain or enforce
any right or benefit provided by this Agreement.


 


18

















 


11.                                 NOTICE.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement (including the
Notice of Termination) shall be in writing and shall be deemed to have been
duly given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by
each party to the other, provided that all notices to Parent or the Company
shall be directed to the attention of the Board with a copy to the Secretary of
Parent or the Company. All notices and communications shall be deemed to have
been received on the date of delivery thereof or on the third business day
after the mailing thereof, except that notice of change of address shall be
effective only upon receipt.


 


12.                                 NON-EXCLUSIVITY
OF RIGHTS.  Nothing in this Agreement
shall prevent or limit the Executive’s continuing or future participation in
any benefit, bonus, incentive or other plan or program provided by the Company
and for which the Executive may qualify, nor shall anything herein limit or
reduce such rights as the Executive may have under any other agreements with
the Company.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company shall be payable in accordance with such plan or
program.


 


13.                                 SETTLEMENT
OF CLAIMS.  The Company’s obligation to
make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company may have against the Executive or others.


 


14.                                 MISCELLANEOUS.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive, Parent and the Company. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreement or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. No additional compensation
provided under any benefit or compensation plans to the Executive shall be
deemed to modify or otherwise affect the terms of this Agreement or any of the
Executive’s entitlements hereunder.


 


15.                                 GOVERNING
LAW.  This Agreement shall be governed
by and construed and enforced in accordance with the laws of the Commonwealth
of Kentucky, without reference to principles of conflicts of laws.


 


19

















 


16.                                 SEVERABILITY.  The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.


 


30                                    NONSOLICITATION.


 


(0)                                  The
Executive hereby covenants and agrees that, at all times during the period of
his employment and during the Restricted Period (as hereinafter defined)
immediately following termination for any reason (unless such termination
occurs after a  Change in Control), the
Executive shall not, without the prior written consent of the Board, (i)
solicit or take any action to willfully and intentionally cause the
solicitation of any person who as of that date is a client, customer,
(“Client”) of the Parent or the Company or any of their subsidiaries to
transact any business with a Competitive Enterprise (as hereinafter defined) or
discontinue business, in whole or in part with the Parent or the Company; or
(ii) willfully or intentionally interfere with or damage any relationship
between a Client and the Parent or the Company.


 


(1)                                  The
Executive hereby covenants and agrees that, at all times during the period of his
employment and during the Restricted Period immediately following the
termination thereof for any reason (unless such termination occurs after a
subsequent Change in Control), the Executive shall not, without the prior
written consent of the Board, solicit any person employed at that time by the
Parent, the Company or any of their subsidiaries to apply for or accept
employment with a Competitive Enterprise or otherwise encourage or entice such
person to leave his position with the Parent, the Company or any of their
subsidiaries.


 


(2)                                  For
purposes of this Agreement, (i) the term “Restricted Period” shall equal one
year, provided that if  Executive’s
employment is terminated within eighteen months of the Effective Time for any
reason other than a termination for Cause, the Restricted Period shall equal
six months and (ii) the term “Competitive Enterprise” shall mean any business
which is in competition with a business engaged in by the Parent, the Company
or any of its subsidiaries or affiliates in any state of the United States or
in any foreign country in which any of them are engaged in business at the time
of such termination of employment for as long as they carry on a business
therein.  Notwithstanding the preceding
sentence, the Executive shall not be prohibited from owning less than five (5%)
percent of any publicly traded corpor­ation, and if Executive’s termination of
employment shall occur within eighteen months of the Effective Time for any
reason other than a termination for Cause, “Competitive Enterprise” shall mean
any business which is in competition with a business engaged in by the Parent,
the Company or any of its subsidiaries or affiliates in any state in which any
of them are engaged in business at the time of such termination of employment
for as long as they carry on a business therein or in any state contiguous to
such state.


 


20

















 


(3)                                  It
is the intention of the parties hereto that the restrictions contained in this
Section be enforceable to the fullest extent permitted by applicable law.  Therefore, to the extent any court of
competent jurisdiction shall determine that any portion of the foregoing
restrictions is excessive, such provision shall not be entirely void, but
rather shall be limited or revised only to the extent necessary to make it
enforceable.  Specifically, if any court
of competent jurisdiction should hold that any portion of the foregoing
description is overly broad as to one or more states of the United States or
one or more foreign jurisdictions, then that state or states or foreign
jurisdiction or jurisdictions shall be eliminated from the territory to which
the restrictions of paragraph (a) of this Section applies and the restrictions
shall remain applicable in all other states of the United States and foreign
jurisdictions.


 


17.                                 CONFIDENTIAL
INFORMATION


 


The Executive
agrees to keep secret and retain in the strictest confidence all confidential
matters which relate to the Parent, the Company, its subsidiaries and affiliates,
including, without limitation, customer lists, client lists, trade secrets,
pricing policies and other business affairs of the Parent, the Company, its
subsidiaries and affiliates learned by him from the Parent, the Company or any
such subsidiary or affiliate or otherwise before or after the date of this
Agreement, and not to disclose any such confidential matter to anyone outside
the Parent, the Company or any of its subsidiaries or affiliates, whether
during or after his period of service with the Company, except (i) as such
disclosure may be required or appropriate in connection with his work as an
employee of the Company or (ii) when required to do so by a court of law,
by any governmental agency having supervisory authority over the business of
the Parent or the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order him to
divulge, disclose or make accessible such information.  The Executive agrees to give the Parent and
the Company advance written notice of any disclosure pursuant to
clause (ii) of the preceding sentence and to cooperate with any efforts by
the Parent or the Company to limit the extent of such disclosure.  Upon request by the Parent or the Company,
the Executive agrees to deliver promptly to the Parent or the Company upon
termination of his services for the Company, or at any time thereafter as the
Parent, the Company may request, all Parent, Company, subsidiary or affiliate
memoranda, notes, records, reports, manuals, drawings, designs, computer files
in any media and other documents (and all copies thereof) relating to the
Parent or the Company’s or any subsidiary’s or affiliate’s business and all
property of the Parent or the Company or any subsidiary or affiliate associated
therewith, which he may then possess or have under his direct control, other
than personal notes, diaries, rolodexes and correspondence.


 


21

















 


18.                                 REMEDY


 


Should the
Executive engage in or perform, either directly or indirectly, any of the acts
prohibited by Sections 19 or 20 hereof, it is agreed that the Parent and
the Company shall be entitled to full injunctive relief, to be issued by any
competent court of equity, enjoining and restraining the Executive and each and
every other person, firm, organi­zation, association, or corporation concerned
therein, from the continuance of such violative acts.  The foregoing remedy available to the Parent and the Company
shall not be deemed to limit or prevent the exercise by the Parent or the
Company of any or all further rights and remedies which may be available to the
Parent or the Company hereunder or at law or in equity.


 


19.                                 ENTIRE
AGREEMENT.  This Agreement constitutes
the entire agreement between the parties hereto and supersedes all prior
agreements, if any, understandings and arrangements, oral or written, between
the parties hereto with respect to the subject matter hereof, including,
without limiting the foregoing, his prior Change-In-Control Agreement, as
previously amended, which shall cease to be of any further effect.


 


22

















 


IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized representative and the
Executive has executed this Agreement as of the day and year first above
written.


 


	
   

  	
  POWERGEN PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /signed/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LG&E ENERGY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. W. Hale

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  /s/ John R. McCall

  	
   

  
	
   

  	
  John R. McCall

  
				



 


23

















 


EXHIBIT B


 


TO


 


CHANGE-IN-CONTROL
AGREEMENT


 


 


1.                                       Omnibus
Long-Term Incentive Plan


 


2.                                       Short-Term
Incentive Plan


 


3.                                       Qualified
Thrift Plan


 


4.                                       Nonqualified
Thrift Plan


 


5.                                       LG&E
Energy Corporation Retirement Income Plan for Employees Who Are Not Members of
a Bargaining Unit


 


6.                                       LG&E
Energy Corporation Supplemental Executive Retirement Plan