**Exhibit10.vv**

 

**Adopted pursuant to resolutions of theCinergy Corp. Benefits Committee onOctober 10, 2003**

 

**AMENDMENT TO THE**

**CINERGY CORP. NON-UNION EMPLOYEES’ PENSION PLAN**

 

The Cinergy Corp. Non-Union Employees’ Pension Plan,as amended and restated effective January 1, 2003, is hereby amended, effectiveas of May 1, 2003, as follows.

 

**(1)           Explanation of Amendment**

 

The Amendment renumbers Section 4.10 as Section 4.11 and adds a newSection 4.10, effective as of May 1, 2003, to provide enhanced benefits underthe Plan for those eligible participants who elect between May 1, 2003 and June16, 2003 (or such other period specified by an Employer) to retire during anopen window retirement period.

 

**(2)****           Section 4.10 as Added**

 

(a)           Section4.10 is hereby renumbered as Section 4.11.

 

(b)           Anew Section 4.10, as hereby added, reads as follows:

 

“**4.10      2003Voluntary Early Retirement Program**

 

(a)                                Eligibility

 

The provisions of this Section, which govern the 2003Voluntary Early Retirement Program (“2003 VERP”), apply to an individual who:

 

(1)                                  isa Participant in the Plan who is classified by the Employer as a “full-time”employee and who is not an officer of an Employer;

 

(2)                                  attainsage 54 on or before December 31, 2003;

 

(3)                                  attainsat least five years of Service with an Employer on or before July 1, 2003 (orSeptember 1, 2003 for certain designated Participants) (or would have attainedat least five years of Service with an Employer on or before July 1, 2003 (orSeptember 1, 2003 for certain designated Participants) if he had remainedemployed with an Employer until such date);

 

(4)                                  ona form provided by Cinergy, elects between May 1, 2003 and June 16, 2003 (orsuch other period specified by an Employer) to incur a Severance from Serviceon July 31, 2003 (or such other date selected by his

 

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Employer), agrees that his Employer may select theSeverance from Service Date and remains employed until such date;

 

(5)                                  hasbeen selected by an Employer for participation in the 2003 VERP based on jobclassification; and

 

(6)                                  signsand does not revoke a waiver of claims in the form specified by his Employer.

 

(b)           2003VERP Benefits

 

(1)                                Waiverof Early Payment Factor

 

For each Participant whoelects to incur a Severance from Service under the provisions of this Sectionand whose Nonforfeitable Annual Pension is otherwise computed pursuant to theterms of Section 4.4 (General Method of Computing Annual Pension for Retirementat Early Retirement Date), the Nonforfeitable Annual Pension will be calculatedwithout applying an early payment factor.

 

(2)                                SpecialSupplemental Benefit

 

Each Participant who elects to incur a Severance fromService under the provisions of this Section will receive a specialsupplemental benefit equal to the Actuarial Equivalent of the product of twotimes his weekly Base Salary or weekly Base Wage as of his Severance fromService Date multiplied by his whole years of Service as of his Severance fromService Date, payable in accordance with Section 7.1 (Normal Forms of Pension).The Participant may elect to receive his special supplemental benefit in anyoptional form of payment provided in Section 7.2 (Optional Forms of RetirementIncome) other than those described in Subsections 7.2(d), (e) and (f).

 

(3)                                LumpSum Payment Available in Lieu of Annuity

 

(A)                            In lieuof the normal form of payment that would otherwise apply to the specialsupplemental benefit payable to the Participant under Article 7 (Forms ofPension), his Spouse or any other Beneficiary or Contingent Annuitant under thePlan, a lump sum distribution of the special supplemental benefit is availableat the eligible Participant’s election with spousal consent in accordance withSection 7.2 (Optional Forms of Retirement Income).

 

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(B)                              Thelump sum distribution of the special supplemental benefit will be in an amountequal to the Actuarial Equivalent of the special supplemental benefit.

 

(C)                                Timeof Payment

 

The lump sum distribution of the special supplementalbenefit will be payable as of the Participant’s Annuity Starting Date or assoon as administratively feasible thereafter.

 

(D)                               ElectionPeriod

 

A lump sum distribution of the special supplementalbenefit must be elected within the 90 day period ending on the Participant’sAnnuity Starting Date.  If theParticipant chooses an annuity option and selects a Beneficiary other than aSpouse for the special supplemental benefit, the Participant must do so in writingand confirm or withdraw that election within 90 days preceding the AnnuityStarting Date.

 

(E)                               Beneficiary

 

A Participant’s Beneficiary of the lump sumdistribution of the special supplemental benefit will be his Spouse unless theParticipant’s Spouse has consented to another Beneficiary pursuant to Section7.2 (Optional Forms of Retirement Income). A Participant who elects a lump sum distribution of the specialsupplemental benefit may designate one Beneficiary for the special supplementalbenefit in the event the Participant dies before the lump sum isdistributed.  A married Participant’sdesignation of a Beneficiary other than the Participant’s Spouse will not beeffective unless the Participant’s Spouse consents to the election anddesignation in accordance with Section 7.2 (Optional Forms of RetirementIncome).

 

(F)           Deathof a Participant

 

In the event of the death of a Participant who electeda lump sum distribution of the special supplemental benefit prior to thedistribution date, the lump sum will be distributed as soon as administrativelyfeasible following the Participant’s death. If the Participant’s Spouse is his Beneficiary, the Spouse may electpayment in the form of a lump sum or in the form that applies to other benefitspayable to the Spouse under the Plan after the Participant’s death.

 

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(4)                                  ActuarialEquivalent.  For purposes ofcalculating the Actuarial Equivalent amount of the benefit described inSections 4.10(b)(2) and (3), “Actuarial Equivalent” means a benefit having thesame actuarially determined value as the benefit that the Actuarial Equivalentreplaces, calculated using the “applicable mortality table” described inSection 417(e)(3)(A)(ii)(I) of the Code and the “applicable interest rate”described in Section 417(e)(3)(A)(ii)(II) of the Code for the calendar monthspecified by the Plan in Section 1.5(c) for purposes of calculating theActuarial Equivalent amount of any lump sum payment.

 

(c)                                Constructionof the 2003 VERP Provisions

 

The benefits provided under the 2003 VERP will be paidin accordance with and consistent with Plan provisions that apply to thepayment of normal or early retirement benefits, except where specificexceptions or provisions are included in this Section.

 

(d)                               SpecialEligibility Rule

 

Any Retired Participant who incurred a Severance fromService between January 1, 2003 and July 1, 2003, is eligible to receive the2003 VERP benefits described in Subsection 4.10(b) if he meets the applicableeligibility and participation requirements described in Subsection 4.10(a) andhe returns to his Employer any termination related benefits previouslyreceived.

 

(e)                                ElectionInformation

 

Prior to electing to participate in the 2003 VERP, aneligible Participant will be provided with a written explanation of the termsand conditions of the survivor annuity which will be paid to the Participant’sSpouse if the Participant dies without electing a lump sum distribution of thespecial supplemental benefit, the Participant’s right to elect a lump sum distributionin lieu of a survivor annuity of this benefit and the effect of such anelection, the rights of the Participant’s Spouse described in Section 7.2(Optional Forms of Retirement Income), and the right of a Participant to revokeand the effect of revoking such an election.”

 

IN WITNESS WHEREOF, Cinergy Corp. has caused thisAmendment to be executed and approved by its duly authorized officer effectiveas of the date set forth herein.

 

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

 

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