EXHIBIT NO. 10(e)

CBT CORPORATION'S
DESCRIPTION OF INCENTIVE COMPENSATION PLAN

for the
Fiscal Year Ended
DECEMBER 31, 1996

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.]

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

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.

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.

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.

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.

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.

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

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.

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.

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.

Exhibit 2
page 1 of 2
CBT CORPORATION
SUMMARY OF PROPOSED 1996 INCENTIVE PLANS
- --------------------------------------------------------------------------------------------------------------
INCENTIVE MEASURES BY BUSINESS UNIT
- --------------------------------------------------------------------------------------------------------------

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%
- --------------------------------------------------------------------------------------------------------------

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.

Exhibit 2
page 2 of 2
CB&T
SUMMARY OF INCENTIVE FACTORS BY PARTICIPANT
- -----------------------------------------------------------------------------------------------------------------------------

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
- -----------------------------------------------------------------------------------------------------------------------------

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.