**Exhibit 10.ccc**

 

Adopted pursuant to resolutions of the Cinergy Corp.

Benefits Committee on December 16, 2003

 

 

**AMENDMENT TO THE**

**CINERGY CORP. NON-UNION EMPLOYEES’ 401(K)PLAN**

 

The CinergyCorp. Non-Union Employees’ 401(k) Plan, as amended and restated effectiveJanuary 1, 2003, and as subsequently amended, is hereby amended, effective asof January 1, 2004.

 

**Explanation of Amendment**

 

The amendment (i) provides thatthe portion of each participant’s Profit Sharing Contributions Account that isattributable to dividends on Cinergy Stock is to be at all times fully vested,(ii) permits investment diversification at any time with respect to the portionof each participant’s Profit Sharing Contributions Account that is attributableto dividends on Cinergy Stock and (iii) clarifies when investmentdiversification is permitted with respect to Profit Sharing Contributions madeto the Plan.

 

**Amendment**

 

(a)                                    Section5.2 of the Plan is hereby amended and restated in its entirety to provide asfollows:

 

“**5.2        ProfitSharing Contributions Account.**

 

A Member shall be fully vested and have a nonforfeitable interest inhis Profit Sharing Contributions Account upon the earlier of (i) completion ofthree Years of Service or (ii) after reaching age 65 while an Employee.  Notwithstanding the immediately precedingsentence, a Member shall at all times be fully vested and have a nonforfeitableinterest in that portion of his Profit Sharing Contributions Account that isattributable to dividends on Cinergy Stock.”

 

(b)                                   Section7.2(b) of the Plan is hereby amended and restated in its entirety to provide asfollows:

 

“(b)        **Investment Transfers**.  Except as otherwise provided in thissection, assets in the Member’s Matching Contributions Account and ProfitSharing Contributions Account will remain invested in the Cinergy Stock Funduntil distributed under Article 6, and may not be reallocated among theInvestment Funds.

 

(1)                                    AMember who has attained age 50 may reallocate assets in the MatchingContributions Account and Profit Sharing Contributions Account among theInvestment Funds, in accordance with the provisions of Subsection 7.1(b).

 

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(2)                                    Atany time a Member may reallocate among the Investment Funds, in accordance withthe provisions of Subsection 7.1(b), that portion of his Profit SharingContributions Account that is attributable to dividends on Cinergy Stock.

 

(3)                                    Atany time after March 1 of the third Plan Year following the Plan Year duringwhich a Profit Sharing Contribution is made on behalf of a Member, the Membermay reallocate among the Investment Funds, in accordance with the provisions ofSubsection 7.1(b), that portion of his Profit Sharing Contributions Accountthat is attributable to such Profit Sharing Contribution.”

 

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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