Exhibit
10.kkk


 


 




	
  (NOTE:

  	
   

  	
  THIS TABLE OF CONTENTS IS NOT PART OF THE
  CINERGY CORP. EXCESS PENSION PLAN; INSTEAD, THIS TABLE OF CONTENTS IS MERELY
  FOR CONVENIENCE OF REFERENCE.)

  






 


TABLE OF CONTENTS


 


	
  INTRODUCTION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  EFFECTIVE DATE OF PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  ELIGIBILITY AND
  PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  SPOUSE’S BENEFIT

  	
   

  
	
  5.1

  	
  Determination of
  Spouse’s Benefit

  	
   

  
	
  5.2

  	
  Method of Payment
  of Spouse’s Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  MANNER OF PAYMENT

  	
   

  
	
  6.1

  	
  Form of Payment

  	
   

  
	
  6.2

  	
  Timing of
  Payment

  	
   

  
	
  6.3

  	
  Method of
  Payments

  	
   

  
	
  6.4

  	
  Small Benefits

  	
   

  
	
  6.5

  	
  Facility
  of Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  NONALIENATION OF BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  ADMINISTRATION

  	
   

  
	
  8.1

  	
  Administrator

  	
   

  
	
  8.2

  	
  Removal
  and Replacement of Committee Members

  	
   

  
	
  8.3

  	
  Disqualification and
  Resignation

  	
   

  
	
  8.4

  	
  Chairperson,
  Services, and Counsel

  	
   

  
	
  8.5

  	
  Meetings

  	
   

  
	
  8.6

  	
  Quorum

  	
   

  
	
  8.7

  	
  Action Without Meeting

  	
   

  
	
  8.8

  	
  Correction of Defects

  	
   

  
	
  8.9

  	
  Reliance Upon Legal Counsel

  	
   

  
	
  8.10

  	
  Expenses

  	
   

  
	
  8.11

  	
  Indemnification

  	
   

  
	
  8.12

  	
  Powers and Duties of Committee

  	
   

  



 

















 


	
  ARTICLE 9

  	
  BENEFIT CLAIMS PROCEDURES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  FUNDING POLICY AND METHOD

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  CONTRIBUTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  MISCELLANEOUS

  	
   

  
	
  12.1

  	
  No Enlargement of Employee Benefits

  	
   

  
	
  12.2

  	
  Notice of Address

  	
   

  
	
  12.3

  	
  Data

  	
   

  
	
  12.4

  	
  No
  Individual Liability

  	
   

  
	
  12.5

  	
  Governing Laws

  	
   

  
	
  12.6

  	
  Severability

  	
   

  
	
  12.7

  	
  Interpretation
  and Regulation of Plan

  	
   

  
	
  12.8

  	
  Communication by
  Participants

  	
   

  
	
  12.9

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  CONTINUED APPROVAL OF
  CINERGY’S PENSION PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  AMENDMENT AND TERMINATION

  	
   

  
	
  14.1

  	
  Authority to Amend

  	
   

  
	
  14.2

  	
  Merger,  Consolidation, or Change in Control

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  PARTICIPATION BY OTHER
  EMPLOYERS

  	
   

  
	
  15.1

  	
  Adoption of the Plan

  	
   

  
	
  15.2

  	
  Withdrawal from
  Participation

  	
   

  
	
  15.3

  	
  Cinergy as Agent for Employers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
  CONTINUANCE BY A SUCCESSOR

  	
   

  



 


-ii-

















 


Adopted by the Board of Directors


 


CINERGY CORP.


EXCESS
PENSION PLAN


 


(As Amended and Restated
Effective January 1, 1998)


 


INTRODUCTION


 


Effective January 1, 1986, PSI
Energy, Inc. (formerly Public Service Company of Indiana, Inc. (“PSI”), adopted
an excess benefit plan intended to provide to employees benefits that were
above the level of benefits available under PSI’s qualified pension plan.  This plan was originally named the “PSI
Energy, Inc. Supplemental Pension Plan.” 
Effective January 1, 1989, the Plan was restated and renamed the “PSI
Energy, Inc. Excess Benefit Plan.”


 


As a result of a corporate
reorganization and merger that became effective October 24, 1994 (the
“Merger”), PSI and The Cincinnati Gas & Electric Company (“CG&E”)
became wholly-owned subsidiaries of Cinergy Corp. (“Cinergy”), a public utility
holding company under the Public Utility Holding Company Act of 1935.  Effective January 1, 1997, the PSI Energy,
Inc. Excess Benefit Plan was renamed the “Cinergy Corp. Excess Pension Plan”
(the “Plan”), and the Plan became applicable to Cinergy and any employer (as
defined in the Plan) that adopts the Plan with the consent of Cinergy.  PSI became a participating employer effective
January 1, 1986.  CG&E, Union Light,
Heat & Power Company, and Lawrenceburg Gas Company became participating
employers effective January 1, 1997, and Cinergy Resources, Inc., Cinergy
Services, Inc., Cinergy Capital & Trading, Inc., and Cinergy Solutions,
Inc. became participating employers effective January 1, 1998.


 


The purpose of the Plan is to restore
benefits earned, but not available, to certain Employees because of certain
legal limits imposed on qualified retirement plan benefits by the Code.  The Plan is a nonqualified plan.


 


This document is a continuation of
and complete restatement of the Plan. 
The Plan, as effective January 1, 1998, is set forth in its entirety.


 


 


ARTICLE 1


DEFINITIONS


 


As used in the document, the
following words and phrases, when capitalized, will have the meanings set forth
below, unless a different meaning is plainly required by the context:


 


1.1                                 “Actuarial
Equivalent” means “Actuarial Equivalent” as defined in Cinergy’s Pension Plan.


 

















 


1.2                                 “Affiliate”
means any employer that together with an Employer is under common control or a
member of an affiliated service group as determined under Code subsections
414(b), (c), (m) and (o).


 


1.3                                 “Beneficiary”
means, with respect to each Participant, the person or persons who are entitled
to receive benefits under the Plan after the Participant’s death.


 


1.4                                 “Board
of Directors” means the duly constituted board of directors of Cinergy on the
applicable date.


 


1.5                                 “Change
in Control” means “Change in Control” as defined in Cinergy’s Pension Plan.


 


1.6                                 “Cinergy”
means Cinergy Corp., a Delaware corporation, and any corporation that succeeds
to its business and adopts the Plan.


 


1.7                                 “Cinergy’s
Pension Plan” means the Code qualified pension plan known as the “Cinergy Corp.
Non-Union Employees’ Pension Plan,” as amended from time to time.


 


1.8                                 “Claimant”
means a person submitting a claim for benefits under the Plan.


 


1.9                                 “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and
interpretive rulings and regulations.


 


1.10                           “Committee”
means the benefits committee established pursuant to Article 8 (Administration)
to serve as administrator of the Plan.


 


1.11                           “Contingent
Annuitant” means, with respect to any Participant electing a contingent pension
option under Cinergy’s Pension Plan, the person designated by the Participant
to receive a contingent pension after the Participant’s death.


 


1.12                           “Employee”
means any person employed by an Employer.


 


1.13                           “Employer”
means Cinergy and any Affiliate which, with the consent of the Board of
Directors, elects to participate in the Plan pursuant to Section 15.1 (Adoption
of Plan) and any successor corporation or other organization or entity that
adopts the Plan pursuant to Article 16 (Continuance by a Successor).  If an Affiliate withdraws from participation
in the Plan pursuant to Section 15.2 (Withdrawal from Participation), that
Affiliate will cease to be an Employer.


 


1.14                           “Insolvent”
means, with respect to Cinergy, Cinergy being unable to pay its debts as they
are due, or Cinergy being subject to a pending proceeding as a debtor under the
United States Bankruptcy Code.


 


1.15                           “Maximum
Benefit” means the monthly equivalent of the maximum benefit permitted after
applying Code subsections 415(b) and (e) and Code paragraph 401(a)(17) payable
to a Participant under Cinergy’s Pension Plan.


 


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1.16                           “Participant”
means any Employee who has met the eligibility requirements set forth in
Article 3 (Eligibility and Participation) and for whom benefits are to be
provided under the Plan.


 


1.17                           “Plan”
means the unfunded excess pension plan known as the “Cinergy Corp. Excess
Pension Plan,” as amended from time to time. 
Effective January 1, 1998, this document sets forth the Plan.


 


1.18                           “Plan
Year” means the calendar year.


 


1.19                           “Rabbi
Trust” means the grantor trust that Cinergy, in its sole discretion, may
establish pursuant to Article 10 (Funding Policy and Method) for the deposit of
funds to be used for the exclusive purpose of paying benefits accrued under the
Plan, subject to the claims of Cinergy’s general creditors in the event Cinergy
becomes Insolvent.


 


1.20                           “Retirement
Date” means, with respect to any Participant, the same date as the
Participant’s “normal retirement date,” “early retirement date,” or “severance
from service date” (as those terms are defined in Cinergy’s Pension Plan),
whichever is applicable to the Participant, under Cinergy’s Pension Plan.


 


1.21                           “Spouse”
means, with respect to any Participant, the Participant’s lawfully married
Spouse, if any, on the applicable date. 
The Plan will not recognize common law marriages or similar arrangements
unless required to do so by federal law.


 


1.22                           “Unrestricted
Benefit” means, with respect to any Participant, the monthly equivalent of the
benefit to which the Participant would have been entitled under Cinergy’s
Pension Plan, if that benefit had been determined without regard to the
limitations imposed on qualified retirement plan benefits under Code
subsections 415(b) and (e), and the limitation imposed on qualified retirement
plan compensation under Code paragraph 401(a)(17).


 


The uses of singular and masculine words are for
practical purposes only and will be deemed to include the plural and feminine,
respectively, unless the context plainly indicates a distinction.  Certain other definitions, as required,
appear in the following Articles of the Plan.


 


 


ARTICLE 2


EFFECTIVE DATE OF PLAN


 


The effective date of this restated
Plan is January 1, 1998, as to Cinergy and will be effective with respect to
any other Employer as of the date that Employer elects to participate in the
Plan pursuant to Article 15 (Participation by Other Employers).


 


This restated Plan applies only to
Employees who are credited with at least one “hour of service” (as defined in
Cinergy’s Pension Plan) on or after January 1, 1998.  This restated Plan will not affect the rights of former
Participants (and their Beneficiaries) who retired, died, or


 


3

















 


otherwise terminated their employment with an Employer
prior to January 1, 1998.  The rights,
if any, of those former Participants (and their Beneficiaries), and the amount
of their benefits, if any, will be governed by the Plan’s provisions as the
same were in effect prior to January 1, 1998.


 


 


ARTICLE 3


ELIGIBILITY AND PARTICIPATION


 


Any Employee who is a participant in
Cinergy’s Pension Plan on or after January 1, 1986, and whose Unrestricted
Benefit would exceed his Maximum Benefit, is eligible to participate in the
Plan.


 


 


ARTICLE 4


BENEFITS


 


Upon a Participant’s Retirement Date,
the Participant will be entitled to a monthly benefit under this Plan that is
equal in amount to the difference between his Unrestricted Benefit and his
Maximum Benefit.  The benefit payable
under this Plan will be calculated after the Participant’s benefits payable
under Cinergy’s Pension Plan are calculated, but before benefits payable under
Cinergy’s supplemental executive retirement plan known as the “Cinergy Corp.
Supplemental Executive Retirement Plan,” as amended from time to time, are
calculated.


 


 


ARTICLE 5


SPOUSE’S BENEFIT


 


5.1                                 Determination of Spouse’s Benefit


 


Upon a Participant’s death, if his Spouse is entitled
to receive a Spouse’s benefit under Article 6 of Cinergy’s Pension Plan, his
Spouse will be entitled to receive an annual benefit under this Plan that is
equal to the amount the Participant would have received under Article 4
(Benefits).


 


5.2                                 Method of Payment of Spouse’s Benefit


 


Any excess pension benefits payable under this Article
to a Spouse will be payable in equal monthly installments, each installment
being equal to 1/12th of the annul amount as determined pursuant to this
Article.  If at the date of his death a
Participant had reached age 50, the first monthly installment will be payable
to the Participant’s Spouse on the first day of the calendar month coincident
with or following the date of the Participant’s death, if his Spouse is then
living.  If at the date of his death the
Participant had not reached age 50, the first monthly installment will be
payable to the Participant’s Spouse on the first day of the calendar month
coincident with or following the date the Participant would have reached age
50, had he survived until that date if his Spouse is then living.  In either event, subsequent monthly
installments will


 


4

















 


be payable on the first day of
each month and will cease upon the payment of the installment due on the first
day of the calendar month in which the Spouse dies.


 


 


ARTICLE 6


MANNER OF PAYMENT


 


6.1                                 Form of Payment


 


The form of an excess pension payable under the Plan
to a Participant will be the same form in which the pension is payable to the
Participant under Article 7 of Cinergy’s Pension Plan.


 


6.2                                 Timing of Payment


 


The payment of a Participant’s excess pension benefits
under this Plan will begin as of the same date his benefits under Cinergy’s
Pension Plan begin.


 


6.3                                 Method of Payments


 


The method of payment of an excess pension payable to
a Participant under the Plan will be the same method of payment applicable to
the Participant under Article 8 of Cinergy’s Pension Plan.


 


6.4                                 Small Benefits


 


Notwithstanding any other provision of the Plan, where
the Actuarial Equivalent present value of a Participant’s or Spouse’s excess
pension payable under this Plan does not exceed $5,000, the Committee or its
designee will pay the excess pension in a single-sum cash payment equal to the
Actuarial Equivalent of the excess pension otherwise payable.


 


6.5                                 Facility of Payment


 


If any benefit under the Plan is payable
to a person whom the Committee knows is a minor or otherwise under legal
incapacity, the Committee or its designee may have the payment made to the
legal guardian of that person or to the person or organization as a court of
competent jurisdiction may direct.  To
the extent permitted by law, any payment under this Section will be a complete
discharge of any liability under the Plan to that person.


 


 


ARTICLE 7


NONALIENATION OF BENEFITS


 


The Plan will not in any manner be
liable for, or subject to, the debts or liabilities of any Participant,
Beneficiary, Contingent Annuitant, Spouse, or any other person entitled to any
Plan benefit.  No Payee may assign any
payment due him under the Plan.  No
pension or other


 


5

















 


benefits at any time payable under the Plan will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, attachment, garnishment, levy, execution, or other legal or equitable
process, or encumbrance of any kind. 
Any attempt to alienate, sell, transfer, assign, or otherwise encumber
any such benefit, whether presently or thereafter payable, will be void.


 


 


ARTICLE 8


ADMINISTRATION


 


8.1                                 Administrator


 


The Benefits Committee will be the administrator of
the Plan.  The Committee will consist of
the number of members, not fewer than three, that is specified from time to
time by the Board of Directors or its designee.  All members of the Committee will be employees or officers of an
Employer.  All members of the Committee
will serve without compensation.


 


8.2                                 Removal
and Replacement of Committee Members


 


The members of the Committee will
serve at the pleasure of the Board of Directors and may be removed by the Board
of Directors with or without cause.  Any
vacancy among the members will be filled by the Board of Directors or its
designee.


 


8.3                                 Disqualification
and Resignation


 


On the date when a Committee member
is neither an Employee nor an officer of an Employer, he will be disqualified
from membership on the Committee.  A
member of the Committee may resign by delivering his written resignation to any
other member of the Committee.  A
resignation will become effective on the date specified in the instrument of
resignation.


 


8.4                                 Chairperson,
Services, and Counsel


 


The members of the Committee will elect one of their
members as Chairperson and will elect a Secretary, who may be, but need not be,
one of the members of the Committee. 
Cinergy will provide the Committee, at Cinergy’s expense, with such
clerical, accounting, actuarial, and other services as may be reasonably
required by the Committee in carrying out its responsibilities.  The Committee may employ counsel, who may
be, but need not be, counsel to Cinergy.


 


8.5                                 Meetings


 


The Committee will hold meetings upon
such notice, at the places, and at the times as the Committee may from time to
time determine.


 


6

















 


8.6                                 Quorum


 


A majority of the members of the
Committee at the time holding office will constitute a quorum for the
transaction of business.  All
resolutions and other action taken by the Committee at any meeting will be by
the vote of the majority of the members of the Committee present at the
meeting.


 


8.7                                 Action Without Meeting


 


Any decision, order, direction, or other
action made in writing signed by a majority of the members of the Committee at
the time holding office will constitute valid and effective action of the
Committee, whether or not the matter to which that decision, order, directions,
or other action pertains had already been acted upon at a duly called and held
meeting of the Committee.


 


8.8                                 Correction of Defects


 


The Committee may correct any defect
or supply any omission or reconcile any error or inconsistency in its previous
proceedings, decisions, orders, directions, or other actions in the manner and
to the extent as it deems advisable to carry out the Plan’s purposes.


 


8.9                                 Reliance Upon Legal Counsel


 


The members of the Committee, and
Cinergy and its officers and directors, will be entitled to rely upon all
opinions given by legal counsel selected by the Committee.


 


8.10                           Expenses


 


In the performance of its duties, the
Committee is authorized to incur reasonable expenses, including counsel fees,
which will be paid by Employers.


 


8.11                           Indemnification


 


Cinergy agrees to indemnify and hold
harmless each member of the Committee against any cost, expenses, or liability
(including any sum paid in settlement of any claim with the approval of the
Board of Directors) arising out of any act or omission to act as a member of
the Committee, except only acts and omissions representing willful misconduct,
fraud, or lack of good faith.


 


8.12                           Powers and Duties of Committee


 


Subject to the specific limitations stated in this
document, the Committee will have the following powers, duties, and
responsibilities.


 


(a)                                  to
carry out the Plan’s general administration;


 


7

















 


(b)                                 to
cause to be prepared all forms necessary or appropriate for the Plan’s
administration;


 


(c)                                  to
keep appropriate books and records, including minutes of the Committee’s
meetings;


 


(d)                                 to
give directions as to the amounts to be disbursed to Participant and others
under the Plan’s provisions;


 


(e)                                  to
determine, with discretionary authority and consistent with the provisions of
this document, all questions of the eligibility, rights, and status of
Participants and others under the Plan;


 


(f)                                    to
exercise all other powers and duties specifically conferred upon the Committee
elsewhere in this document;


 


(g)                                 to
interpret, with discretionary authority, the provisions of the Plan and to
resolve, with discretionary authority, all disputed questions of Plan
interpretation and benefit eligibility; and


 


(h)                                 to
employ agents to assist it in performing its administrative duties.


 


The Committee will at all times make similar decisions
on similar questions involving similar circumstances.  Subject to the provisions of Article 9 (Benefit Claims
Procedures), all decisions of the Committee made in good faith on all matters
within the scope of its authority under the provisions of this document will be
final and binding upon all persons.


 


 


ARTICLE 9


BENEFIT CLAIMS PROCEDURES


 


Claims for benefits under the Plan
will be made in writing to the Committee or its designee.  If a claim for benefits is wholly or
partially denied, the Committee or its designee will notify the Claimant of the
claim’s denial within a reasonable period of time.  The Committee or its designee is authorized to develop more fully
the Plan’s benefit claims procedures by establishing from time to time various
rules and procedures.


 


Within 60 days after the Claimant’s
receipt of written notice of the claim’s denial, the Claimant, or his duly
authorized representative, may file a written request with the Committee requesting
a full and fair review of the denial of the Claimant’s claim for benefits.  In connection with the Claimant’s appeal of
the denial of his claim for benefits, the Claimant may review pertinent
documents in the Committee’s possession and may submit issues and comments in
writing.  The Committee will make a
decision on review promptly after receipt of the Claimant’s request for
review.  The decision on review will be
in writing and written in a manner calculated to be understood by the Claimant,
and will set forth the specific reason or reasons for the decision and will
contain a specific reference to the pertinent Plan provisions on which the


 


8

















 


decision is based. 
If the decision on review is not furnished to the Claimant within 60
days of receipt of the request for review, the claim will be deemed denied on
review.


 


 


ARTICLE 10


FUNDING POLICY AND METHOD


 


The Plan will be totally unfunded, so
that the Employer’s obligation to pay benefits under the Plan is merely a
contractual duty to make payments when due under the Plan.  The Employer’s promise to pay benefits under
the Plan will be unsecured, will be paid out of the Employer’s general assets
and, except as provided in the following Paragraph, Cinergy will not set aside
or segregate assets for the purpose of paying benefits under the Plan.


 


Notwithstanding the preceding
paragraph, Cinergy, in its sole discretion, may establish a Rabbi Trust.  The Employer, in its sole discretion, may
make such contributions to the Rabbi Trust as the Committee determines are
appropriate to enable the Employer to pay benefits under the Plan.  Any Rabbi Trust established under this
Article will be created pursuant to a written trust document that substantially
conforms to the model form of rabbi trust agreement approved by the Internal
Revenue Service in Revenue Procedure 92-64 (as amended from time to time).


 


 


ARTICLE 11


CONTRIBUTIONS


 


No contributions to the Plan by
Participants will be required or permitted under the Plan.


 


During the continuance of the Plan
and for purposes of providing the benefits contemplated under the Plan, each
Employer intends to pay out of its general assets, from time to time, those
sums of money which the Committee deems sufficient to provide the benefits
under the Plan.


 


 


ARTICLE 12


MISCELLANEOUS


 


12.1                           No Enlargement of Employee Benefits


 


This Plan is strictly a voluntary undertaking on the
part of each Employer and will not be deemed to constitute a contract between
the Employer and any Employee or to be consideration for, or an inducement to,
or a condition of, the employment of any Employee.  Nothing contained in the Plan will be deemed to give any Employee
the right to be retained in the service of any Employer or to interfere with
the right of any Employer to discharge any Employee at any time.  No person will have any right to benefits
except to the extent provided in the Plan.


 


9

















 


12.2                           Notice of Address


 


Each Participant, former Participant,
Beneficiary, Contingent Annuitant, and Spouse entitled to benefits under the
Plan must submit to the Committee or its designee his post office address and
each change of post office address.  Any
communication, statement or notice addressed to a person at his latest post
office address as filed with the Committee or its designee will, upon deposit
in the United States mail with postage prepaid, be binding upon that person for
all Plan purposes, and the Committee will not be obligated to search for, or to
ascertain the whereabouts of, any person, except as otherwise required by law.


 


12.3                           Data


 


Participants, former Participants,
Beneficiaries, Contingent Annuitants, and Spouses must furnish to the Committee
or its designee any documents, evidence, or information that the Committee
considers necessary or desirable for the purpose of administering the Plan, or
to protect the Committee; and it will be a condition of the Plan that each
person must furnish this information promptly and sign required documents before
any benefits become payable under the Plan.


 


12.4                           No Individual
Liability


 


It is the express purpose and
intention of the Plan that no individual liability whatever will attach to, or
be incurred by, the shareholders, officers, or members of the board of directors
of any Employer, or the Committee or its members, or any fiduciary designated
pursuant to Section 8.12 (Powers and Duties of Committee), or any
representative appointed by Cinergy, under or by reason of any of the terms or
conditions of the Plan.


 


12.5                           Governing Laws


 


The Plan will be construed and
administered according to the internal laws of the State of Ohio to the extent
that those laws are not preempted by federal law.


 


12.6                           Severability


 


If any part of the Plan is adjudged
by a court of competent jurisdiction to be contrary to the laws governing the
Plan, then the Plan will, in all other respects, be and remain legally
effective and binding to the full extent permissible under the law.


 


12.7                           Interpretation and Regulation of Plan


 


Cinergy, by action of the Committee,
reserves the right to interpret and regulate the Plan, by exercise of
discretionary authority, and its interpretation and regulations will be legally
effective and binding on all parties concerned.


 


10

















 


12.8                           Communication by Participants


 


All communications by Participants,
former Participants and other concerned parties concerning the Plan must be in
writing and directed to Cinergy’s General Manager, Benefits, 1000 East Main
Street, Plainfield, Indiana 46168.


 


12.9                           Headings


 


The headings of Articles, Sections,
Subsections, and Paragraphs, or other parts of the Plan are for convenience of
references only and do not define, limit, construe, or otherwise affect the
contents of this document.


 


 


ARTICLE 13


CONTINUED APPROVAL OF CINERGY’S
PENSION PLAN


 


The Plan, as set forth in this
document, is intended to provide retirement benefits supplemental to those
provided under Cinergy’s Pension Plan. 
The Plan’s implementation and continuance are expressly conditioned upon
the absence of any disqualifying effects of implementation and continuance upon
Cinergy’s Pension Plan under the Code. 
Any modification, amendment, or termination of the Plan may be made,
retroactive or otherwise, as necessary or appropriate to maintain the
qualification of Cinergy’s Pension Plan under the Code or to otherwise cause
Cinergy’s Pension Plan to comply with any applicable requirements of the
Employee Retirement Income Security Act of 1974, as amended from time to time.


 


 


ARTICLE 14


AMENDMENT AND TERMINATION


 


14.1                           Authority to Amend


 


Cinergy, by resolution of the Board
of Directors or by any person or persons duly authorized by resolution by
Cinergy’s Board of Directors, will have the right, authority, and power to alter,
amend, modify, revoke, or terminate the Plan, and Cinergy, by resolution of the
Board of Directors or by any person or persons duly authorized by resolution by
the Board of Directors, will also have the right, authority, and power to
terminate the Plan and to discontinue or suspend the payment of benefits under
the Plan.


 


14.2                           Merger, 
Consolidation, or Change in Control


 


If Cinergy should be reorganized by
merger, consolidation, transfer of assets, or otherwise, so that a corporation,
partnership, or person shall succeed to all or substantially all of Cinergy’s
business, or a Change in Control occurs, then the obligations and
responsibilities of Cinergy under the Plan will be assumed by any successor,
acquiring corporation, or controlling entity, and all of the rights,
privileges, and benefits of the Participants under the Plan will continue.  Notwithstanding the provisions of Section
14.1 (Authority to Amend), the provisions


 


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of this Section may not be amended by an amendment to
the Plan effective within three years of the occurrence of any of the events
described in the preceding sentence.


 


 


ARTICLE 15


PARTICIPATION BY OTHER EMPLOYERS


 


15.1                           Adoption of the Plan


 


With Cinergy’s consent, any Affiliate
may become a participating Employer under the Plan by (a) taking any action
necessary to adopt the Plan, (b) filing with Cinergy a duly certified copy of
the Plan as adopted by the Affiliate, and (c) executing and delivering any
documents and taking any other action as may be necessary or desirable to put
the Plan into effect with respect to that corporation or entity.


 


15.2                           Withdrawal from Participation


 


Any Employer, may with Cinergy’s
consent, withdraw from participation in the Plan at any time by filing with
Cinergy a duly certified copy of a resolution of its board of directors to that
effect and giving notice of its intended withdrawal to Cinergy prior to the
effective date of withdrawal.


 


15.3                           Cinergy as Agent for Employers


 


Each Affiliate that becomes a
participating Employer pursuant to Section 15.1 (Adoption of the Plan) or
Article 16 (Continuance by a Successor) by so doing will be deemed to have
appointed Cinergy its agent to exercise on its behalf all of the powers and
authorities conferred upon Cinergy by the terms of the Plan, including, but not
limited to, the power to amend and terminate the Plan.  Each Employer must, from time to time, upon
Cinergy’s request, furnish to Cinergy any data and information as Cinergy
requires in the performance of its duties.


 


 


ARTICLE 16


CONTINUANCE BY A SUCCESSOR


 


If Cinergy or any other Employee is
reorganized by way of merger, consolidation, transfer of assets, or otherwise,
so that a corporation, partnership, or person other than an Employer succeeds
to all or substantially all of an Employer’s business, the successor may be
substituted for the Employer under the Plan by adopting the Plan.  Benefit payments by the Employer will be
automatically suspended from the effective date of any reorganization until the
date upon which the substitution of the successor corporation for the Employer
under the Plan becomes effective.  If,
within 90 days following the effective date of any reorganization, the
successor has not elected to become a party to the Plan, or if the Employer
adopts a plan of complete liquidation other than in connection with a
reorganization, the Plan will be automatically terminated with respect to
employees of that Employer as of the close of business


 


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on the 90th day following the effective date of the
reorganization or as of the close of business on the date of adoption of the
plan of complete liquidation, as the case may be.


 


IN WITNESS WHEREOF, Cinergy Corp. has
caused this Plan document to be executed and approved by its duly authorized
officers, effective as of January 1, 1998.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  BY:

  	
  /s/ 
  Madeleine W. Ludlow

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Madeleine W. Ludlow

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dated:

  	
  January 1, 1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APPROVED:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/  Jerome
  A. Vennemann

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jerome A. Vennemann

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acting General Counsel and

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assistant Corporate Secretary

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  January 1, 1998

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


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