DEFERRED COMPENSATION AGREEMENT

Exhibit 10.76

DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT, dated December 16, 1992, is between PSI Energy, Inc. (“PSI”) and James E. Rogers, Jr. (“Rogers”).

A.    PSI desires to assure itself of the continued benefit of Rogers’ services until his retirement by providing an incentive for Rogers to continue his employment with PSI.

B.    This Agreement is intended by PSI to provide an incentive to Rogers to continue his employment with PSI until his retirement.

The parties agree as follows:

SECTION 1

DEFERRED INCENTIVE AWARD

On December 11, 1991, but effective January 1, 1992, PSI’s Board of Directors directed that in lieu of awarding Rogers a full cash increase to his annual base pay, Rogers shall be credited with a Fifty Thousand Dollar ($50,000) annual base pay increase in the form of deferred compensation (“Deferred Incentive Award”) for the five (5)-year period beginning January 1, 1992, and ending December 31, 1996 (“First Award Period”). Thus, Rogers will not receive Two Hundred Fifty Thousand Dollars ($250,000) in cash compensation during the First Award Period which he would have received but for this Agreement. If Rogers remains employed by PSI at the completion of the First Award Period, the Fifty Thousand Dollar ($50,000) deferred annual base pay increase shall be further deferred for an additional five (5)-year period beginning January 1, 1997, and ending December 31, 2001 (“Second Award Period”). Thus, potentially Rogers will not receive a total of Five Hundred Thousand Dollars ($500,000) in cash compensation during the First Award Period and the Second Award Period which he would have otherwise received but for this Agreement.

SECTION 2

BENEFITS REGARDING FIRST AWARD PERIOD

a.     Benefits if Employment Terminates for a Reason Other than Death before January 1, 1997. Subject to Subsection 2.c., if Rogers’ employment with PSI terminates,

involuntarily or voluntarily, for any reason other than death prior to the completion of the First Award period, he shall receive a lump sum payment as follows:

b.     Benefits if Employment Terminates for a Reason Other than Death after December 31, 1996. If Rogers’ employment with PSI terminates, involuntarily or voluntarily, for any reason other than death after completion of the First Award Period, he shall receive annual benefits over a fifteen (15)-year certain period beginning the first January following his employment termination. However, benefit payments shall not commence earlier than January, 2003, nor later than January, 2010. The annual benefit amounts payable for a fifteen (15)-year certain period are as follows:

c.     Benefits Upon Disability before January 1, 1997 . “Disability” shall have the same meaning as “total disability” in PSI’s Long Term Disability Plan, as amended from time to time. However, if at the determination of disability PSI does not sponsor the PSI Long Term Disability Plan, “disability” shall mean the complete inability to perform the normal duties of occupation

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during the first six months after commencement of disability; thereafter, “disability” means the inability to engage in any gainful occupation for which Rogers is reasonably fitted by education, training, or experience.

If Rogers incurs disability prior to the completion of the First Award Period, he shall be entitled to receive the annual benefits provided in Subsection 2.b. in the proportion that the total of his Deferred Incentive Awards received at the occurrence of the disability (which awards are made at the beginning of each calendar year) bears to the total incentive awards over the First Award Period. Payment of benefits shall commence as of the cessation of the disability but no later than January, 2010.

d.     Benefits Payable Upon Rogers’ Death . In lieu of the benefits described in Subsections 2.a., 2.b., and 2.c., death benefits payable to Rogers’ designated beneficiary shall be made as follows:

1.    If Rogers is “insurable” and his death occurs either (A) prior to January 1, 1997, while Rogers is either actively employed by PSI or “disabled” (as defined in Subsection 2. c.) or (B) on or after January 1, 1997, but prior to the commencement of the payment of benefits under Subsection 2.b., his designated beneficiary shall receive an annual benefit payable for a fifteen (15)-year certain period commencing in the month following Rogers’ death as follows:

For purposes of this Agreement, the term “insurable” means the life of Rogers is insurable by an insurance company at rates acceptable to PSI in the exercise of its sole and absolute discretion and Rogers is deemed insurable only when so notified in writing by the Chairman of the Compensation and Nominating Committee of PSI’s Board of Directors.

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2.    If Rogers is not “insurable” when application for a life insurance policy is made in 1992 and his death occurs prior to the completion of the First Award Period,

his designated beneficiary shall receive a lump sum benefit equal to the amount Rogers would have received pursuant to Subsection 2.a. if he had terminated employment prior to completion of the First Award Period.

3.    If Rogers is not “insurable” and his death occurs after completion of the First Award Period, his designated beneficiary shall receive an annual benefit payable for a fifteen (15)-year certain period commencing in the month following Rogers’ death as follows:

SECTION 3

BENEFITS REGARDING SECOND AWARD PERIOD

a.     Benefits if Employment Terminates for a Reason Other Than Death on or After January 1, 1997, but Before January 1, 200 2 . Subject to Subsection 3.c., if Rogers’ employment with PSI terminates, involuntarily or voluntarily, for any reason other than death prior to the completion of the Second Award Period, he shall receive a lump sum payment as follows:

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b.     Benefits if Employment Terminates for a Reason Other Than Death After December 31. 2001. If Rogers’ employment with PSI terminates, involuntarily or voluntarily, for any reason other than death after completion of the Second Award Period, he will receive, in addition to the annual benefits described in Subsection 2.b., annual benefits over a fifteen (15)-year certain period beginning in January following his employment termination. However, no benefits shall begin earlier than January, 2008, nor later than January, 2010. The annual benefit amounts, payable for a fifteen (15)-year certain period are as follows:

c.     Benefits Upon Disability on or After January 1, 1997 , but Before January 1, 2002. “Disability” shall have the same meaning as “total disability” in PSI’s Long Term Disability Plan, as amended from time to