**Exhibit 10.mmm**

** **

**Adopted by the Cinergy Corp.**

**Benefits Committee on October 10, 2003**

 

 

**AMENDMENT TO THE**

**CINERGY CORP. EXCESS PENSION PLAN**

 

 

The Cinergy Corp. ExcessPension Plan, as amended and restated effective as of January 1, 1998, and asamended from time to time (the “Plan”), is hereby amended effective as ofJanuary 1, 2003.

**(1)           Explanationof Amendment**

 

The Plan is amended toclarify the relationship between the Plan and the Cinergy Corp. Non-UnionEmployees’ Pension Plan in light of the Retirement Choice program.  The Plan is also amended to make certainnon-substantive changes.

 

**(2)           Amendment**

 

(a)                          Article 5 of the Plan is hereby amended bydeleting the phrase “Spouse’s Benefit” in the title thereof and substitutingtherefor the phrase “Death Benefit.”

 

(b)                         Article 5 of the Plan is hereby amended by adding the followingSection 5.3 at the end thereof:

 

“5.3         Cash Balance Participant’s DeathBenefit

 

Thefollowing rules shall apply upon the death of a Participant who is classifiedas a “Cash Balance Participant” under Cinergy’s Pension Plan:

 

(a)                                    SpouseBeneficiary.  If a deathbenefit is payable under Article 6 of Cinergy’s Pension Plan on account of theParticipant’s death and the Participant’s Beneficiary (as defined in Cinergy’sPension Plan) at the date of the Participant’s death is his Spouse, such Spouseshall receive a death benefit in an amount equal to the Actuarial Equivalent(as defined in Cinergy’s Pension Plan) of the benefits that would otherwisehave been payable to the Participant under the Plan.  The form of the death benefit payable to the Spouse under thePlan shall be the same form in which the Spouse’s benefit is payable underCinergy’s Pension Plan.  The payment ofthe Spouse’s death benefit under the Plan shall be made, or shall commence, asof the same date as the Spouse’s benefit under Cinergy’s Pension Plan is madeor commences.

 

(b)                                   Non-SpouseBeneficiary.  If a deathbenefit is payable under Article 6 of Cinergy’s Pension Plan on account of theParticipant’s death and the 

 

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Participant’sBeneficiary (as defined in Cinergy’s Pension Plan) at the date of theParticipant’s death is any person other than the Participant’s Spouse, suchBeneficiary shall receive a death benefit in an amount equal to the ActuarialEquivalent (as defined in Cinergy’s Pension Plan) of the benefits that wouldotherwise have been payable to the Participant under the Plan.  The death benefit shall be payable in theform of a single lump sum cash payment and shall be made as soon asadministratively practicable following the Participant’s death.

 

(c)                                  The firstsentence of Section 5.2 of the Plan is hereby amended by deleting the word“annul” where it appears therein and substituting therefor the word “annual.”  The first sentence of Article 16 of the Planis hereby amended by deleting the word “Employee” where it appears therein andsubstituting therefor the word “Employer.” The last sentence of Article 9 of the Plan is hereby deleted.

 

IN WITNESS WHEREOF, CinergyCorp. has caused this Amendment to be executed and approved by its dulyauthorized officer effective as of the date set forth herein.

 
|   |   | /s/  Timothy J. Verhagen      |
|--------|--------|------------------------------------|
|   | By:    |                               |
|   |   | Timothy J. Verhagen                |
|   |   | Vice President of Human  Resources |

 

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