Exhibit 10.ccc


 


Adopted pursuant to resolutions of the Cinergy Corp.


Benefits Committee on December 16, 2003


 


 


AMENDMENT TO THE


CINERGY CORP. NON-UNION EMPLOYEES’ 401(K)
PLAN


 


The Cinergy
Corp. Non-Union Employees’ 401(k) Plan, as amended and restated effective
January 1, 2003, and as subsequently amended, is hereby amended, effective as
of January 1, 2004.


 


Explanation of Amendment


 


The amendment (i) provides that
the portion of each participant’s Profit Sharing Contributions Account that is
attributable to dividends on Cinergy Stock is to be at all times fully vested,
(ii) permits investment diversification at any time with respect to the portion
of each participant’s Profit Sharing Contributions Account that is attributable
to dividends on Cinergy Stock and (iii) clarifies when investment
diversification is permitted with respect to Profit Sharing Contributions made
to the Plan.


 


Amendment


 


(a)                                    Section
5.2 of the Plan is hereby amended and restated in its entirety to provide as
follows:


 


“5.2        Profit
Sharing Contributions Account.


 


A Member shall be fully vested and have a nonforfeitable interest in
his Profit Sharing Contributions Account upon the earlier of (i) completion of
three Years of Service or (ii) after reaching age 65 while an Employee.  Notwithstanding the immediately preceding
sentence, a Member shall at all times be fully vested and have a nonforfeitable
interest in that portion of his Profit Sharing Contributions Account that is
attributable to dividends on Cinergy Stock.”


 


(b)                                   Section
7.2(b) of the Plan is hereby amended and restated in its entirety to provide as
follows:


 


“(b)        Investment Transfers.  Except as otherwise provided in this
section, assets in the Member’s Matching Contributions Account and Profit
Sharing Contributions Account will remain invested in the Cinergy Stock Fund
until distributed under Article 6, and may not be reallocated among the
Investment Funds.


 


(1)                                    A
Member who has attained age 50 may reallocate assets in the Matching
Contributions Account and Profit Sharing Contributions Account among the
Investment Funds, in accordance with the provisions of Subsection 7.1(b).


 


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(2)                                    At
any time a Member may reallocate among the Investment Funds, in accordance with
the provisions of Subsection 7.1(b), that portion of his Profit Sharing
Contributions Account that is attributable to dividends on Cinergy Stock.


 


(3)                                    At
any time after March 1 of the third Plan Year following the Plan Year during
which a Profit Sharing Contribution is made on behalf of a Member, the Member
may reallocate among the Investment Funds, in accordance with the provisions of
Subsection 7.1(b), that portion of his Profit Sharing Contributions Account
that is attributable to such Profit Sharing Contribution.”


 


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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