Exhibit
10.mm


 


CINERGY CORP. EXECUTIVE LIFE INSURANCE PLAN


 


ARTICLE I


NATURE AND PURPOSE OF PLAN


 


1.1                                 Type
of Plan.  The name of this Plan is
the Cinergy Corp. Executive Life Insurance Plan, effective January 1,
2004.  The Plan is maintained by the
Company as an insured welfare plan for a select group of the Employer’s
management or highly-compensated employees.


 


1.2                                 Purpose
of Plan.  The purpose of the Plan is
to provide executives with a portable and flexible insurance benefit.


 


ARTICLE II


DEFINITIONS AND RULES OF CONSTRUCTION


 


2.1                                 Definitions.  As used in the Plan, the following words and
phrases, when capitalized, have the following meanings except when used in a
context that plainly requires a different meaning:


 


(a)                                  “Base
Salary” means the annual base rate of cash compensation payable by the Employer
to a Participant.


 


(b)                                 “Board
of Directors” means the duly constituted board of directors of the Company on
the applicable date.


 


(c)                                  “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and
interpretive rules and regulations thereunder.


 


(d)                                 “Committee”
means the Benefits Committee of the Company.


 


(e)                                  “Company”
means Cinergy Corp., a Delaware corporation, and any corporation that shall
succeed to its business and adopt the Plan.


 


(f)                                    “Eligible
Employee” means a management or highly compensated Employee who is selected by
the Committee to participate in this Plan.


 


(g)                                 “Employee”
means any person employed by the Employer as a common law employee, including
officers of the Company or a Related Employer.


 


(h)           “Employer” means the Company and any
Related Employer.


 


(i)                                     “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and interpretative rules and regulations thereunder.


 


(j)                                     “Insurance
Policy” means one or more life insurance contracts issued by the Insurer on the
life of a Participant.


 


1

















 


(k)                                  “Insurer”
means the insurance company or companies selected by the Company to which a
Participant shall apply for insurance on the Participant’s life.


 


(l)                                     “Participant”
means an Eligible Employee, or an Employee who is a former Eligible Employee,
who has purchased an Insurance Policy pursuant to Section 4.1.


 


(m)                               “Plan”
means this instrument, as amended from time to time, and the insured welfare
benefit plan so established.


 


(n)                                 “Plan
Year” means each calendar year commencing on or after January 1, 2004.


 


(o)                                 “Related
Employer” means any affiliate of the Company that employs an Eligible Employee.


 


(p)                                 “Target
Annual Bonus” means the annual target cash incentive compensation payable
pursuant to the Cinergy Corp. Annual Incentive Plan or any other annual
incentive compensation plan of the Company or an affiliate in which an Eligible
Employee participates.


 


(q)                                 “Termination
of Employment” means, with respect to a Participant, the cessation of the
relationship of Employer and Employee between the Participant and the Employer
for any reason.  A Participant shall not
be treated as having incurred a Termination of Employment until the employment
relationship between the Participant and all Related Employers has terminated.


 


2.2                                 Rules
of Construction.  The following
rules of construction shall govern in interpreting the Plan.  The provisions of this Plan shall be construed
and governed in all respects under and by the internal laws of the State of
Ohio, to the extent not preempted by federal law.  Words used in the masculine gender shall be construed to include
the feminine gender, where appropriate, and vice versa.  Words used in the singular shall be construed
to include the plural, where appropriate, and vice versa.  The headings and subheadings in the Plan are
inserted for convenience of reference only and are not to be considered in the
construction of any provision of the Plan. 
If any provision of the Plan shall be held to be illegal or invalid for
any reason, that provision shall be deemed to be null and void, but the
invalidation of that provision shall not otherwise impair or affect the Plan.


 


ARTICLE III


ELIGIBILITY AND PARTICIPATION


 


3.1                                 Eligibility.  Participation in the Plan is limited to
Eligible Employees.  It is intended that
participation be limited to Employees who will qualify as members of a “select
group of management or highly compensated employees” under Title I of ERISA.


 


2

















 


3.2                                 Initial
Participation.  An Employee may
begin participation in the Plan by purchasing an Insurance Policy pursuant to
Section 4.1 at any time after being selected as an Eligible Employee.


 


3.3                                 Status
Change.  Upon the date an Employee
is determined to no longer be an Eligible Employee, the Employer shall no
longer have an obligation to provide premium payments pursuant to Section 4.1
below.


 


3.4                               Termination
of Employment.  Upon a Participant’s
Termination of Employment, his participation in the Plan shall cease and the
Employer shall have no further obligation concerning his Insurance Policy.   Such person shall not be required to sell
or otherwise relinquish ownership of the Insurance Policy.


 


ARTICLE IV


INSURANCE POLICY


 


4.1                                 Basic
Coverage.


 


(a)                                  Purchase,  Initial Coverage.  In accordance with procedures prescribed by
the Committee, a Participant shall apply to the Insurer for the purchase of an
Insurance Policy providing a death benefit equal to the Participant’s Base
Salary plus Target Annual Bonus, which amount shall be determined as of the
time of application.


 


(b)                                 Premium
Payments.  While a Participant is an
Eligible Employee, any premium payment due and payable under the Participant’s
Insurance Policy for the basic coverage described in Section 4.1(a) shall be
paid by his Employer.  On or before the
due date of each Insurance Policy premium, the Employer shall forward to the
Insurer the full amount of the premium then due for each Participant.  If the Participant ceases to be an Eligible
Employee, the Employer’s obligation to provide premium payments shall cease.


 


(c)                                  Coverage
Adjustment.  If the Participant’s
Base Salary or Target Annual Bonus increase at any time after the Participant
applies for an Insurance Policy, the Committee may from time to time, but is
not required to, increase the basic coverage offered under the Participant’s
Insurance Policy and pay the corresponding increase in premiums.


 


4.2           Supplemental Coverage.


 


(a)                                  Purchase.  An Eligible Employee may purchase
supplemental coverage from the Insurer in accordance with procedures prescribed
by the Committee.


 


(b)                                 Premium
Payments.  The Eligible Employee
shall pay any premium amounts associated with any supplemental coverage.   The Eligible Employee may, pursuant to
procedures prescribed by the Committee, authorize his Employer to


 


3

















 


make such payments on his behalf using any resources
provided by his Employer (including but not limited to withholding from Base
Salary or using amounts credited to his financial planning allowance).


 


4.3                                 Incidents
of Ownership.  Neither the Company
nor any Employer shall have any rights or incidents of ownership with respect
to any Insurance Policy.  Each
Participant shall own his Insurance Policy and shall be entitled to exercise
all rights of ownership concerning such Insurance Policy.


 


ARTICLE V


ADMINISTRATION


 


5.1                                 Administrator.  The Committee shall be the administrator of
the Plan.


 


5.2                                 Notices.  Any notice or filing required or permitted
to be given to the Committee under the Plan shall be sufficient if it is in
writing and hand delivered, or sent by registered or certified mail, to any
member of the Committee or its designate. 
The notice or filing shall be deemed made as of the date of delivery, or
if delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.


 


5.3                                 Powers
and Duties of the Committee. 
Subject to the specific limitations stated in this Plan, the Committee
shall have the following powers, duties, and responsibilities:  to carry out the general administration of
the Plan; to cause to be prepared all forms necessary or appropriate for the
administration of the Plan; to keep appropriate books and records; to determine
amounts to be distributed to Insurers under the provisions of the Plan; to
determine, consistent with the provisions of this instrument, all questions of
eligibility, rights, and status of Participants under the Plan; to issue,
amend, and rescind rules relating to the administration of the Plan, including
a claims procedure, to the extent those rules are consistent with the
provisions of this document; to exercise all other powers and duties specifically
conferred upon the Committee elsewhere in this document; and to interpret, with
discretionary authority, the provisions of this Plan and to resolve, with
discretionary authority, all disputed questions of Plan interpretation and
benefit eligibility.


 


ARTICLE VI


AMENDMENT AND TERMINATION


 


6.1                                 Amendment.  The Company reserves the right to amend the
Plan at any time by action of the Board of Directors or the Committee, with
written notice given to each Participant in the Plan.


 


6.2                                 Termination.  The Company reserves the right to terminate
the Plan, by action of the Board of Directors or the Committee, at any time it
deems appropriate.  Upon termination of
the Plan, no further premiums shall be made by any Employer to the Insurer.


 


4

















 


ARTICLE VII


MISCELLANEOUS


 


7.1                                 Relationship.  Notwithstanding any other provision of this
Plan, this Plan and action taken pursuant to it shall not be deemed or
construed to establish a trust or fiduciary relationship of any kind between or
among the Company, Participants or any other persons.  The Plan is intended to be unfunded for purposes of the Code and
ERISA.  The rights of Insurers to
receive payment and of Participants to have payments made on their behalf under
the Plan is strictly a contractual right of payment.  This Plan does not grant, nor shall it be deemed to grant
Insurers, Participants or any other person any interest or right to any of the
funds, property, or assets of the Employer other than as an unsecured general
creditor of the Employer.


 


7.2                                 Other
Benefits and Plans.  Nothing in this
Plan shall be deemed to prevent Participants from receiving, in addition to the
benefits provided for under this Plan, any benefits that may be provided to
them at any time under any other present or future retirement or incentive plan
of the Employer.


 


7.3                                 Anticipation
of Benefits.  Any premium payments
that may be made under this Plan shall not be subject to attachment,
garnishment, execution, or be transferable by operation of law in the event of
bankruptcy, insolvency, or otherwise.


 


7.4                                 No
Guarantee of Continued Employment. 
Nothing contained in this Plan or any action taken under the Plan shall
be construed as a contract of employment or as giving any Participant any right
to be retained in employment with the Employer.  The Employer specifically reserves the right to terminate any
Participant’s employment at any time with or without cause, and with or without
notice or assigning a reason, subject to the terms of any written employment
agreement between the Participant and the Employer.


 


7.5                                 Waiver
of Breach.  The Company’s or the
Committee’s waiver of any Plan provision shall not operate or be construed as a
waiver of any subsequent breach by the Participant.


 


7.6                                 Protective
Provisions.  Each Participant shall
cooperate with the Company and the Committee by furnishing any and all
information requested by the Company or the Committee in order to facilitate
the payment of benefits under the Plan, and by taking any other relevant action
as may be requested by the Company or the Committee.  If any Participant refuses so to cooperate, the Company shall
have no further obligation to the Participant under this Plan.


 


7.7                                 Benefit.  This Plan shall be binding upon and inure to
the benefit of the Employer and its successors and assigns.


 


7.8                                 Responsibility
for Legal Effect.  Neither the
Committee nor the Company makes any recommendations or warranties, express or
implied, or assumes any responsibility concerning the legal context or other implications
or effects of this Plan or of any Insurance Policy.


 


5

















 


7.9                                 Tax
Withholding.  The Employer may
withhold from any premiums payable hereunder, or any other available sources,
any amounts required to be withheld under applicable tax laws.


 


Cinergy Corp. has
caused this document to be executed by its duly authorized officer, as of the
18th day of December, 2003.


 


	
   

  	
  By:

  	
  /s/ Timothy J. Verhagen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Timothy J. Verhagen

  
	
   

  	
   

  	
  Vice President of Human
  Resources

  



 


6