**Exhibit10.nnn**

 

**AMENDMENT TOTHE**

**CINERGY CORP.EXCESS PENSION PLAN**

 

The Cinergy Corp. Excess PensionPlan, as amended and restated effective as of January 1, 1998 and as furtheramended from time to time (the “Plan”), is hereby amended effective as of December15, 2003.

 

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

 

The Plan is amended to providedesignated participants with the opportunity to elect to receive one-half ofthe actuarial equivalent of their Plan benefits in a single lump sum undercertain circumstances.  The Plan isfurther amended to provide that the Compensation Committee of the Board ofDirectors may from time to time designate specific amounts that shall beincluded in pensionable earnings for purposes of determining a specifiedParticipant’s Plan benefits.

 

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

 

(a)                                    Section1.22 of the Plan is hereby amended by adding the following at the end thereof:

 

“The Compensation Committee of theBoard of Directors from time to time, in its sole discretion, may designateother amounts that shall be taken into account when calculating a Participant’sUnrestricted Benefit.”

 

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

 

“Except as otherwise provided inSection 6.4 and Section 6.6 hereof, the form of an excess pension payable underthe Plan to a Participant will be the same form in which the pension is payableto a Participant under Article 7 of Cinergy’s Pension Plan.”

 

(c)                                    Section6.6 of the Plan is hereby amended by adding the following new subsection (i) atthe end thereof:

 

“(i)                               SpecialPayment Election Without a Change in Control.  Notwithstanding the foregoing, each Participant who is designatedas a “Designated Participant” by the Committee (a “Designated Participant”) maymake an election, on a form provided by the Committee, to receive a single lumpsum cash payment in an amount equal to one-half of the Actuarial Equivalent (asdefined above in Section 6.6(e)) of his benefits under the Plan payable nolater than 30 days after the date of his termination of employment with Cinergyand its Affiliates.  In order to beeffective, the special payment election under this Section 6.6(i) must be madeeither (A) at least one year prior to the termination of the Participant’semployment with Cinergy and its Affiliates or (B) during the 2003 Plan Year andat least six months prior to the termination of the Participant’s employmentwith

 

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Cinergy and its Affiliates.  The lump sum amount payable pursuant to thisSection 6.6(i) shall be calculated in accordance with the provisions of Section6.6(e).  In the event an amount is paidto or on behalf of a Designated Participant pursuant to this Section 6.6(i),such payment shall discharge any liability under the Plan to or on behalf ofthe Designated Participant with respect to one-half of the Actuarial Equivalent(as defined above in Section 6.6(e)) of his benefits under the Plan.”

 

IN WITNESS WHEREOF, Cinergy Corp. hascaused this Amendment to be executed and approved by its duly authorizedofficer as of the date set forth above.

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

 

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