Exhibit
10.vv


 


Adopted pursuant to resolutions of the

Cinergy Corp. Benefits Committee on
October 10, 2003


 


AMENDMENT TO THE 


CINERGY CORP. NON-UNION EMPLOYEES’ PENSION PLAN


 


The Cinergy Corp. Non-Union Employees’ Pension Plan,
as amended and restated effective January 1, 2003, is hereby amended, effective
as of May 1, 2003, as follows.


 


(1)           Explanation of Amendment


 


The Amendment renumbers Section 4.10 as Section 4.11 and adds a new
Section 4.10, effective as of May 1, 2003, to provide enhanced benefits under
the Plan for those eligible participants who elect between May 1, 2003 and June
16, 2003 (or such other period specified by an Employer) to retire during an
open window retirement period.


 


(2)           Section 4.10 as Added


 


(a)           Section
4.10 is hereby renumbered as Section 4.11.


 


(b)           A
new Section 4.10, as hereby added, reads as follows:


 


“4.10      2003
Voluntary Early Retirement Program


 


(a)                                Eligibility


 


The provisions of this Section, which govern the 2003
Voluntary Early Retirement Program (“2003 VERP”), apply to an individual who:


 


(1)                                  is
a Participant in the Plan who is classified by the Employer as a “full-time”
employee and who is not an officer of an Employer;


 


(2)                                  attains
age 54 on or before December 31, 2003;


 


(3)                                  attains
at least five years of Service with an Employer on or before July 1, 2003 (or
September 1, 2003 for certain designated Participants) (or would have attained
at least five years of Service with an Employer on or before July 1, 2003 (or
September 1, 2003 for certain designated Participants) if he had remained
employed with an Employer until such date);


 


(4)                                  on
a form provided by Cinergy, elects between May 1, 2003 and June 16, 2003 (or
such other period specified by an Employer) to incur a Severance from Service
on July 31, 2003 (or such other date selected by his


 


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Employer), agrees that his Employer may select the
Severance from Service Date and remains employed until such date;


 


(5)                                  has
been selected by an Employer for participation in the 2003 VERP based on job
classification; and


 


(6)                                  signs
and does not revoke a waiver of claims in the form specified by his Employer.


 


(b)           2003
VERP Benefits


 


(1)                                Waiver
of Early Payment Factor


 


For each Participant who
elects to incur a Severance from Service under the provisions of this Section
and whose Nonforfeitable Annual Pension is otherwise computed pursuant to the
terms of Section 4.4 (General Method of Computing Annual Pension for Retirement
at Early Retirement Date), the Nonforfeitable Annual Pension will be calculated
without applying an early payment factor.


 


(2)                                Special
Supplemental Benefit


 


Each Participant who elects to incur a Severance from
Service under the provisions of this Section will receive a special
supplemental benefit equal to the Actuarial Equivalent of the product of two
times his weekly Base Salary or weekly Base Wage as of his Severance from
Service Date multiplied by his whole years of Service as of his Severance from
Service Date, payable in accordance with Section 7.1 (Normal Forms of Pension).
The Participant may elect to receive his special supplemental benefit in any
optional form of payment provided in Section 7.2 (Optional Forms of Retirement
Income) other than those described in Subsections 7.2(d), (e) and (f).


 


(3)                                Lump
Sum Payment Available in Lieu of Annuity


 


(A)                            In lieu
of the normal form of payment that would otherwise apply to the special
supplemental benefit payable to the Participant under Article 7 (Forms of
Pension), his Spouse or any other Beneficiary or Contingent Annuitant under the
Plan, a lump sum distribution of the special supplemental benefit is available
at the eligible Participant’s election with spousal consent in accordance with
Section 7.2 (Optional Forms of Retirement Income).


 


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(B)                              The
lump sum distribution of the special supplemental benefit will be in an amount
equal to the Actuarial Equivalent of the special supplemental benefit.


 


(C)                                Time
of Payment


 


The lump sum distribution of the special supplemental
benefit will be payable as of the Participant’s Annuity Starting Date or as
soon as administratively feasible thereafter.


 


(D)                               Election
Period


 


A lump sum distribution of the special supplemental
benefit must be elected within the 90 day period ending on the Participant’s
Annuity Starting Date.  If the
Participant chooses an annuity option and selects a Beneficiary other than a
Spouse for the special supplemental benefit, the Participant must do so in writing
and confirm or withdraw that election within 90 days preceding the Annuity
Starting Date.


 


(E)                               Beneficiary


 


A Participant’s Beneficiary of the lump sum
distribution of the special supplemental benefit will be his Spouse unless the
Participant’s Spouse has consented to another Beneficiary pursuant to Section
7.2 (Optional Forms of Retirement Income). 
A Participant who elects a lump sum distribution of the special
supplemental benefit may designate one Beneficiary for the special supplemental
benefit in the event the Participant dies before the lump sum is
distributed.  A married Participant’s
designation of a Beneficiary other than the Participant’s Spouse will not be
effective unless the Participant’s Spouse consents to the election and
designation in accordance with Section 7.2 (Optional Forms of Retirement
Income).


 


(F)           Death
of a Participant


 


In the event of the death of a Participant who elected
a lump sum distribution of the special supplemental benefit prior to the
distribution date, the lump sum will be distributed as soon as administratively
feasible following the Participant’s death. 
If the Participant’s Spouse is his Beneficiary, the Spouse may elect
payment in the form of a lump sum or in the form that applies to other benefits
payable to the Spouse under the Plan after the Participant’s death.


 


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(4)                                  Actuarial
Equivalent.  For purposes of
calculating the Actuarial Equivalent amount of the benefit described in
Sections 4.10(b)(2) and (3), “Actuarial Equivalent” means a benefit having the
same actuarially determined value as the benefit that the Actuarial Equivalent
replaces, calculated using the “applicable mortality table” described in
Section 417(e)(3)(A)(ii)(I) of the Code and the “applicable interest rate”
described in Section 417(e)(3)(A)(ii)(II) of the Code for the calendar month
specified by the Plan in Section 1.5(c) for purposes of calculating the
Actuarial Equivalent amount of any lump sum payment.


 


(c)                                Construction
of the 2003 VERP Provisions


 


The benefits provided under the 2003 VERP will be paid
in accordance with and consistent with Plan provisions that apply to the
payment of normal or early retirement benefits, except where specific
exceptions or provisions are included in this Section.


 


(d)                               Special
Eligibility Rule


 


Any Retired Participant who incurred a Severance from
Service between January 1, 2003 and July 1, 2003, is eligible to receive the
2003 VERP benefits described in Subsection 4.10(b) if he meets the applicable
eligibility and participation requirements described in Subsection 4.10(a) and
he returns to his Employer any termination related benefits previously
received.


 


(e)                                Election
Information


 


Prior to electing to participate in the 2003 VERP, an
eligible Participant will be provided with a written explanation of the terms
and conditions of the survivor annuity which will be paid to the Participant’s
Spouse if the Participant dies without electing a lump sum distribution of the
special supplemental benefit, the Participant’s right to elect a lump sum distribution
in lieu of a survivor annuity of this benefit and the effect of such an
election, the rights of the Participant’s Spouse described in Section 7.2
(Optional Forms of Retirement Income), and the right of a Participant to revoke
and the effect of revoking such an election.”


 


IN WITNESS WHEREOF, Cinergy Corp. has caused this
Amendment to be executed and approved by its duly authorized officer effective
as of the date set forth herein.


 


 


	
   

  	
  By:

  	
  /s/ Timothy J. Verhagen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Timothy
  J. Verhagen

  
	
   

  	
   

  	
  Vice President of Human
  Resources

  



 


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