**Exhibit 10.x**

 

**Adopted by the Cinergy Corp.Benefits Committee on October 10, 2003**

 

**AMENDMENT TO THECINERGY CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

 

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

 

**(1)****                                 Explanationof Amendment**

 

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

 

**(2)****                                 Amendment**

 

(a)                                  Thefirst paragraph of Section 3.3 of the Plan is hereby amended by deleting thephrase “under Cinergy’s Pension Plan and Cinergy’s Excess Pension Plan,” whereit appears therein and substituting therefor the phrase “under Cinergy’sPension Plan and Cinergy’s Excess Pension Plan based in each case on theformula for a participant who is not a Cash Balance Participant (as definedunder Cinergy’s Pension Plan),”

 

(b)                                 Section3.3 of the Plan is hereby amended by deleting the word “and” from the end ofparagraph (a) thereof, by re-lettering paragraph (b) thereof as paragraph (c)and by adding a new paragraph (b) to provide as follows:

 

“(b)                           fora Participant who is classified as a “Cash Balance Participant” under Cinergy’sPension Plan, 100 percent of the annual amount of pension that is payable tothe Participant as a straight-life annuity for the Participant commencing as ofthe Participant’s age (not less than Age 62) on the date of the commencement ofbenefits on the Participant’s behalf under Cinergy’s Pension Plan, where suchpension is the Actuarial Equivalent (calculated on the basis of the conversionfactors 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 theCinergy Corp. Non-Union Employees’ 401(k) Plan and the Cinergy Corp. ExcessProfit 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 whichthe Participant 

 

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was entitled to receive profit sharing contributions to his accountunder the DC Plans, profit sharing contributions at the “target level,” (ii)Interest Credits (as defined under Cinergy’s Pension Plan) are deemed to havebeen credited to the Participant’s accounts under the DC Plans, in lieu of anyother earnings, at the time, in the manner and as if each such account had beena Cash Balance Account (as defined under Cinergy’s Pension Plan) and (iii) noother amounts are credited to the Participant’s accounts under the DC Plans;and”

 

(c)                                  Section4.3 of the Plan is hereby amended by deleting the word “and” from the end ofparagraph (c) thereof, by re-lettering paragraph (d) thereof as paragraph (e)and by adding a new paragraph (d) to provide as follows:

 

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

 

(d)                                 Thesecond sentence of Section 4.4(b) of the Plan is hereby amended to provide asfollows:

 

“If the Employee elects under Cinergy’s Pension Plan to have thebenefit begin before Age 62, the amount of the Employee’s Nonforfeitable annualpension under Section 4.3 will be multiplied by the appropriate early paymentfactor, if any, that is applicable (to a participant in Cinergy’s Pension Planwho is not classified as a “Cash Balance Participant” under Cinergy’s PensionPlan) under Section 4.4 of Cinergy’s Pension Plan (General Method of ComputingAnnual Pension for Retirement at Early Retirement Date).”

 

(e)                                  Thefirst paragraph of Section 5.3(a) of the Plan is hereby amended by deleting thephrase “under Cinergy’s Pension Plan and Cinergy’s Excess Pension Plan,” whereit appears therein and substituting therefor the phrase “under Cinergy’sPension Plan and Cinergy’s Excess Pension Plan based in each case on theformula for a participant who is not a Cash Balance Participant (as definedunder Cinergy’s Pension Plan),”

 

(f)                                    Section5.3(a) of the Plan is hereby amended by deleting the word “and” from the end ofparagraph (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)                            fora Participant who is classified as a “Cash Balance Participant” under Cinergy’sPension Plan, 100 percent of the annual amount of pension that is payable tothe Participant as a straight-life annuity for the Participant commencing as ofthe Participant’s Age 62, where such pension is the Actuarial Equivalent(calculated on the basis of the conversion factors used in Cinergy’s PensionPlan to convert a cash balance account to an annuity) of the aggregate accountbalance that the Participant would have had under the DC Plans based on the DCPlan Assumptions; and”

 

(g)                                 Section5.3(b) of the Plan is hereby amended by deleting the phrase “on any date on orafter his 50th birthday and before he reaches Age 62” where itappears therein and substituting therefor the phrase “on a date before hereaches Age 62”.

 

(h)                                 Section5.4(a) of the Plan is amended by deleting the word “and” from the end ofparagraph (3), re-numbering paragraph (4) as paragraph (5) and by adding a newparagraph (4) to provide as follows:

 

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

 

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

 

“A disabledParticipant may elect under Cinergy’s Pension Plan to begin receiving hispension on a date before he reaches Age 62.”

 

(j)                                     Thefirst sentence of Section 6.1 of the Plan is hereby amended by deleting thephrase “terminated before the Participant reached age 50,” where it appearstherein and substituting therefor the phrase “had terminated prior to the dateof his death,”

 

(k)                                  Section6.1(a) of the Plan is hereby amended in its entirety to read as follows:

 

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

 

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

 

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

 

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

 

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

 

(l)                                     Section6.1(c) of the Plan is hereby amended in its entirety to read as follows:

 

“(c)                            If, atthe date of his death, the Participant was either an Eligible ActiveParticipant or an Eligible Former Participant who, in either case, had notreached 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’sPension Plan (Determination of Spouse’s Benefit), with the reductionsprescribed in Subsection (a)(1)-(3) (calculated as if the Participant hadsurvived until age 50 and died at such time) and the early payment factorprescribed by Subsection 6.1(c) of Cinergy’s Pension Plan (Determination of Spouse’sBenefit).”

 

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

 

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(n)                                 Section6.2(a)(3) and 6.2(a)(4) of the Plan are hereby amended in their entirety toread as follows:

 

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

 

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

 

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

 

(o)                                 Section6.2(c) of the Plan is hereby amended in its entirety to read as follows:

 

“(c)                            If, atthe date of his death, the Participant was either an Eligible ActiveParticipant or an Eligible Former Participant who, in either case, had notreached 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’sPension Plan (Determination of Spouse’s Benefit), with the reductionsprescribed in Subsection (a)(3)-(5) (calculated as if the Participant hadsurvived until age 50 and died at such time) and the early payment factorprescribed by Subsection 6.1(c) of Cinergy’s Pension Plan (Determination ofSpouse’s Benefit).”

 

(p)                                 Article7 of the Plan is hereby amended by adding the following at the end thereof:

 

“Notwithstanding the foregoing, the following shall apply:

 

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

 

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

 

(q)                                 Sections8.6(e)(I) and 8.6(e)(II) of the Plan are hereby amended in their entirety toread as follows:

 

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

 

(II)                                Thecommencement date for each of the Selected Participant’s retirement benefitsunder the Plan, Cinergy’s Pension Plan, Cinergy’s Excess Pension Plan and theDC Plans shall be the first day of the calendar month coincident with or nextfollowing the later of his Severance from Service Date or his 50thbirthday; and”

 

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

 

 

IN WITNESSWHEREOF, Cinergy Corp. has caused this Amendment to be executed and approved byits 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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