Exhibit 10.x


 


Adopted by the Cinergy Corp.

Benefits Committee on October 10, 2003


 


AMENDMENT TO THE

CINERGY CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


The Cinergy
Corp. Supplemental Executive Retirement Plan, as amended and restated effective
as of January 1, 1999, as amended from time to time (the “Plan”), is hereby
amended effective as of January 1, 2003.


 


(1)                                 Explanation
of Amendment


 


The Plan is
amended to clarify the relationship between the Plan, the Cinergy Corp.
Non-Union Employees’ Pension Plan and the Cinergy Corp. Excess Pension Plan in
light of the Retirement Choice program and to ensure that benefits under the
Plan are not payable in the form of a single sum (other than under the “small
benefits” and “change in control” provisions). 
The Plan is also amended to make certain non-substantive changes.


 


(2)                                 Amendment


 


(a)                                  The
first paragraph of Section 3.3 of the Plan is hereby amended by deleting the
phrase “under Cinergy’s Pension Plan and Cinergy’s Excess Pension Plan,” where
it appears therein and substituting therefor the phrase “under Cinergy’s
Pension Plan and Cinergy’s Excess Pension Plan based in each case on the
formula for a participant who is not a Cash Balance Participant (as defined
under Cinergy’s Pension Plan),”


 


(b)                                 Section
3.3 of the Plan is hereby amended by deleting the word “and” from the end of
paragraph (a) thereof, by re-lettering paragraph (b) thereof as paragraph (c)
and by adding a new paragraph (b) to provide as follows:


 


“(b)                           for
a Participant who is classified as a “Cash Balance Participant” under Cinergy’s
Pension Plan, 100 percent of the annual amount of pension that is payable to
the Participant as a straight-life annuity for the Participant commencing as of
the Participant’s age (not less than Age 62) on the date of the commencement of
benefits on the Participant’s behalf under Cinergy’s Pension Plan, where such
pension is the Actuarial Equivalent (calculated on the basis of the conversion
factors used in Cinergy’s Pension Plan to convert a cash balance account to an annuity)
of the aggregate account balance that the Participant would have had under the
Cinergy Corp. Non-Union Employees’ 401(k) Plan and the Cinergy Corp. Excess
Profit Sharing Plan (the “DC Plans”) based on the following assumptions
(collectively, the “DC Plan Assumptions”): 
(i) Cinergy is deemed to have contributed, during the period over which
the Participant 


 


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was entitled to receive profit sharing contributions to his account
under the DC Plans, profit sharing contributions at the “target level,” (ii)
Interest Credits (as defined under Cinergy’s Pension Plan) are deemed to have
been credited to the Participant’s accounts under the DC Plans, in lieu of any
other earnings, at the time, in the manner and as if each such account had been
a Cash Balance Account (as defined under Cinergy’s Pension Plan) and (iii) no
other amounts are credited to the Participant’s accounts under the DC Plans;
and”


 


(c)                                  Section
4.3 of the Plan is hereby amended by deleting the word “and” from the end of
paragraph (c) thereof, by re-lettering paragraph (d) thereof as paragraph (e)
and by adding a new paragraph (d) to provide as follows:


 


“(d)                           for
a Participant who is classified as a “Cash Balance Participant” under Cinergy’s
Pension Plan, 100 percent of the annual amount of pension that is payable to
the Participant as a straight-life annuity for the Participant commencing as of
the Participant’s age (not less than Age 62) on the date of the commencement of
benefits on the Participant’s behalf under Cinergy’s Pension Plan, where such
pension is the Actuarial Equivalent (calculated on the basis of the conversion
factors used in Cinergy’s Pension Plan to convert a cash balance account to an
annuity) of the aggregate account balance that the Participant would have had
under the DC Plans based on the DC Plan Assumptions; and”


 


(d)                                 The
second sentence of Section 4.4(b) of the Plan is hereby amended to provide as
follows:


 


“If the Employee elects under Cinergy’s Pension Plan to have the
benefit begin before Age 62, the amount of the Employee’s Nonforfeitable annual
pension under Section 4.3 will be multiplied by the appropriate early payment
factor, if any, that is applicable (to a participant in Cinergy’s Pension Plan
who is not classified as a “Cash Balance Participant” under Cinergy’s Pension
Plan) under Section 4.4 of Cinergy’s Pension Plan (General Method of Computing
Annual Pension for Retirement at Early Retirement Date).”


 


(e)                                  The
first paragraph of Section 5.3(a) of the Plan is hereby amended by deleting the
phrase “under Cinergy’s Pension Plan and Cinergy’s Excess Pension Plan,” where
it appears therein and substituting therefor the phrase “under Cinergy’s
Pension Plan and Cinergy’s Excess Pension Plan based in each case on the
formula for a participant who is not a Cash Balance Participant (as defined
under Cinergy’s Pension Plan),”


 


(f)                                    Section
5.3(a) of the Plan is hereby amended by deleting the word “and” from the end of
paragraph (1) thereof, by re-numbering paragraph (2) thereof as paragraph (3)
and by adding a new paragraph (2) to provide as follows:


 


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“(2)                            for
a Participant who is classified as a “Cash Balance Participant” under Cinergy’s
Pension Plan, 100 percent of the annual amount of pension that is payable to
the Participant as a straight-life annuity for the Participant commencing as of
the Participant’s Age 62, where such pension is the Actuarial Equivalent
(calculated on the basis of the conversion factors used in Cinergy’s Pension
Plan to convert a cash balance account to an annuity) of the aggregate account
balance that the Participant would have had under the DC Plans based on the DC
Plan Assumptions; and”


 


(g)                                 Section
5.3(b) of the Plan is hereby amended by deleting the phrase “on any date on or
after his 50th birthday and before he reaches Age 62” where it
appears therein and substituting therefor the phrase “on a date before he
reaches Age 62”.


 


(h)                                 Section
5.4(a) of the Plan is amended by deleting the word “and” from the end of
paragraph (3), re-numbering paragraph (4) as paragraph (5) and by adding a new
paragraph (4) to provide as follows:


 


“(4)                            for
a Participant who is classified as a “Cash Balance Participant” under Cinergy’s
Pension Plan, 100 percent of the annual amount of pension that is payable to
the Participant as a straight-life annuity for the Participant commencing as of
the Participant’s Age 62, where such pension is the Actuarial Equivalent
(calculated on the basis of the conversion factors used in Cinergy’s Pension
Plan to convert a cash balance account to an annuity) of the aggregate account
balance that the Participant would have had under the DC Plans based on the DC
Plan Assumptions; and”


 


(i)                                     The
first sentence of Section 5.4(b) of the Plan is amended to provide as follows:


 


“A disabled
Participant may elect under Cinergy’s Pension Plan to begin receiving his
pension on a date before he reaches Age 62.”


 


(j)                                     The
first sentence of Section 6.1 of the Plan is hereby amended by deleting the
phrase “terminated before the Participant reached age 50,” where it appears
therein and substituting therefor the phrase “had terminated prior to the date
of his death,”


 


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


 


“(a)                            If, at
the date of his death, the Participant was either an Eligible Active
Participant or an Eligible Former Participant who had reached age 50, the
Spouse’s Benefit will be equal to the annual amount of pension that would have
been payable to the Spouse under the provisions of Cinergy’s Pension Plan and
Cinergy’s Excess Pension Plan based in each case on the


 


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formula for a
participant who is not a Cash Balance Participant (as defined under Cinergy’s
Pension Plan), as in effect on the date of the Participant’s death, if the
Participant’s years of “participation” as defined under Cinergy’s Pension Plan
were equal to the Participant’s years of Participation under this Plan, reduced
by:


 


(1)                                  100
percent of the annual death benefit actually payable to the Participant’s
Spouse under Cinergy’s Pension Plan and Cinergy’s Excess Pension Plan (or would
have been payable to the Participant’s Spouse if the Participant’s Spouse were
the Participant’s Beneficiary under Cinergy’s Pension Plan and Cinergy’s Excess
Pension Plan), as in effect on the date of the Participant’s death;


 


(2)                                  for
a Participant who is classified as a “Cash Balance Participant” under Cinergy’s
Pension Plan, 100 percent of the annual amount of pension that is payable to
the Participant’s Spouse as a straight-life annuity for the Spouse commencing
as of the date of the Participant’s death, where such pension is the Actuarial
Equivalent (calculated on the basis of the conversion factors used in Cinergy’s
Pension Plan to convert a cash balance account to an annuity) of the aggregate
account balance that the Participant would have had under the DC Plans based on
the DC Plan Assumptions; and


 


(3)                                  50
percent of the Participant’s Reduced Primary Social Security Benefit,
calculated as of the date of the Participant’s death.”


 


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


 


“(c)                            If, at
the date of his death, the Participant was either an Eligible Active
Participant or an Eligible Former Participant who, in either case, had not
reached age 50, the annual amount of the Spouse’s Benefit under Subsection (a)
will be calculated in the manner prescribed by Subsection 6.1(c) of Cinergy’s
Pension Plan (Determination of Spouse’s Benefit), with the reductions
prescribed in Subsection (a)(1)-(3) (calculated as if the Participant had
survived until age 50 and died at such time) and the early payment factor
prescribed by Subsection 6.1(c) of Cinergy’s Pension Plan (Determination of Spouse’s
Benefit).”


 


(m)                               The
first sentence of Section 6.2 of the Plan is hereby amended by deleting the
phrase “terminated before the Participant reached age 50, and whose pension had
not yet begun” where it appears therein and substituting therefor the phrase
“had terminated prior to the date of his death, and whose pension under the
Plan had not yet begun.”


 


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(n)                                 Section
6.2(a)(3) and 6.2(a)(4) of the Plan are hereby amended in their entirety to
read as follows:


 


“(3)                            100
percent of the annual death benefit actually payable to the Participant’s
Spouse under Cinergy’s Pension Plan and Cinergy’s Excess Pension Plan (or would
have been payable to the Participant’s Spouse if the Participant’s Spouse were
the Participant’s Beneficiary under Cinergy’s Pension Plan and Cinergy’s Excess
Pension Plan), as in effect on the date of the Participant’s death;


 


(4)                                  for
a Participant who is classified as a “Cash Balance Participant” under Cinergy’s
Pension Plan, 100 percent of the annual amount of pension that is payable to
the Participant’s Spouse as a straight-life annuity for the Spouse commencing
as of the date of the Participant’s death, where such pension is the Actuarial
Equivalent (calculated on the basis of the conversion factors used in Cinergy’s
Pension Plan to convert a cash balance account to an annuity) of the aggregate
account balance that the Participant would have had under the DC Plans based on
the DC Plan Assumptions; and


 


(5)                                  50
percent of the Participant’s Reduced Primary Social Security Benefit,
calculated as of the date of the Participant’s death.”


 


(o)                                 Section
6.2(c) of the Plan is hereby amended in its entirety to read as follows:


 


“(c)                            If, at
the date of his death, the Participant was either an Eligible Active
Participant or an Eligible Former Participant who, in either case, had not
reached age 50, the annual amount of the Spouse’s Benefit under Subsection (a)
will be calculated in the manner prescribed by Subsection 6.1(c) of Cinergy’s
Pension Plan (Determination of Spouse’s Benefit), with the reductions
prescribed in Subsection (a)(3)-(5) (calculated as if the Participant had
survived until age 50 and died at such time) and the early payment factor
prescribed by Subsection 6.1(c) of Cinergy’s Pension Plan (Determination of
Spouse’s Benefit).”


 


(p)                                 Article
7 of the Plan is hereby amended by adding the following at the end thereof:


 


“Notwithstanding the foregoing, the following shall apply:


 


(a)                                  Except
as otherwise provided in Sections 8.3 and 8.6, no amount shall be payable under
the Plan in the form of a single lump sum cash payment.


 


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(b)                                 In
the event that a Participant who is classified as a “Cash Balance Participant”
under Cinergy’s Pension Plan elects to receive his benefits thereunder in the
form of a single lump sum cash payment, such Participant’s benefits under the
Plan shall be payable in the applicable normal form of pension specified in
Section 7.1 of Cinergy’s Pension Plan.”


 


(q)                                 Sections
8.6(e)(I) and 8.6(e)(II) of the Plan are hereby amended in their entirety to
read as follows:


 


“(I)                              The
form of payment for each of the Selected Participant’s retirement benefits
under the Plan, Cinergy’s Pension Plan, Cinergy’s Excess Pension Plan and the
aggregate account balance that the Selected Participant would have had under
the DC Plans based on the DC Plan Assumptions shall be a single life annuity;


 


(II)                                The
commencement date for each of the Selected Participant’s retirement benefits
under the Plan, Cinergy’s Pension Plan, Cinergy’s Excess Pension Plan and the
DC Plans shall be the first day of the calendar month coincident with or next
following the later of his Severance from Service Date or his 50th
birthday; and”


 


(r)                                    The
last sentence of Article 11 of the Plan is hereby deleted in its entirety.


 


 


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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