Exhibit
10.nnn


 


AMENDMENT TO
THE


CINERGY CORP.
EXCESS PENSION PLAN


 


The Cinergy Corp. Excess Pension
Plan, as amended and restated effective as of January 1, 1998 and as further
amended from time to time (the “Plan”), is hereby amended effective as of December
15, 2003.


 


(1)                                 Explanation
of Amendment


 


The Plan is amended to provide
designated participants with the opportunity to elect to receive one-half of
the actuarial equivalent of their Plan benefits in a single lump sum under
certain circumstances.  The Plan is
further amended to provide that the Compensation Committee of the Board of
Directors may from time to time designate specific amounts that shall be
included in pensionable earnings for purposes of determining a specified
Participant’s Plan benefits.


 


(2)           Amendment


 


(a)                                    Section
1.22 of the Plan is hereby amended by adding the following at the end thereof:


 


“The Compensation Committee of the
Board of Directors from time to time, in its sole discretion, may designate
other amounts that shall be taken into account when calculating a Participant’s
Unrestricted Benefit.”


 


(b)                                   Section
6.1 of the Plan is hereby amended in its entirety to read as follows:


 


“Except as otherwise provided in
Section 6.4 and Section 6.6 hereof, 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 a Participant under Article 7 of Cinergy’s Pension Plan.”


 


(c)                                    Section
6.6 of the Plan is hereby amended by adding the following new subsection (i) at
the end thereof:


 


“(i)                               Special
Payment Election Without a Change in Control.  Notwithstanding the foregoing, each Participant who is designated
as a “Designated Participant” by the Committee (a “Designated Participant”) may
make an election, on a form provided by the Committee, to receive a single lump
sum cash payment in an amount equal to one-half of the Actuarial Equivalent (as
defined above in Section 6.6(e)) of his benefits under the Plan payable no
later than 30 days after the date of his termination of employment with Cinergy
and its Affiliates.  In order to be
effective, the special payment election under this Section 6.6(i) must be made
either (A) at least one year prior to the termination of the Participant’s
employment with Cinergy and its Affiliates or (B) during the 2003 Plan Year and
at least six months prior to the termination of the Participant’s employment
with


 


1

















 


Cinergy and its Affiliates.  The lump sum amount payable pursuant to this
Section 6.6(i) shall be calculated in accordance with the provisions of Section
6.6(e).  In the event an amount is paid
to or on behalf of a Designated Participant pursuant to this Section 6.6(i),
such payment shall discharge any liability under the Plan to or on behalf of
the Designated Participant with respect to one-half of the Actuarial Equivalent
(as defined above in Section 6.6(e)) of his benefits under the Plan.”


 


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


 


	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/  Timothy
  J. Verhagen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Timothy J. Verhagen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vice President of Human Resources

  



 


2