Exhibit 10.kk


 


Adopted pursuant to resolutions of the

Cinergy Corp. Benefits Committee

on December 18, 2002


 


AMENDMENT TO THE

CINERGY CORP. 401(K) EXCESS PLAN


 


The Cinergy
Corp. 401(k) Excess Plan, originally adopted as of January 1, 1997, as amended
from time to time (the “Plan”), is hereby amended effective as of January 1,
2003 unless otherwise provided below.


 


(1)                                 Explanation
of Amendment


 


The Plan is
amended to clarify the relationship between the Plan and the Cinergy Corp.
Non-Union Employees’ 401(k) Plan, to reflect the change in the name of the
Cinergy Corp. Non-Union Employees’ 401(k) plan, and to clarify certain
provisions regarding the company matching contributions under the Plan.


 


(2)                                 Amendment


 


(a)                                  Effective
as of January 1, 1998, Section 2.1(q) of the Plan is hereby amended in its
entirety to read as follows:


 


““401(k) Plan” means the Cinergy Corp. Non-Union Employees’ 401(k)
Plan.”


 


(b)                                 Section
3.2(a) of the Plan is hereby amended in its entirety to read as follows:


 


“Election
Procedure.  Within a reasonable time
before the beginning of each Plan Year, the Committee shall provide each
Eligible Employee with a Deferral Agreement. 
An Eligible Employee may elect to defer his or her compensation to the
Plan by delivering a completed Deferral Agreement to the Committee or its
designate prior to the first day of the Plan Year.  On the Deferral Agreement, the Eligible Employee shall indicate
the amount or percentage of his Compensation to be deferred under the Plan for
the Plan Year as an elective contribution, subject to the provisions of
Subsection (b).  Subject to Subsection
(c), an election made under this Section shall be effective as of the first day
of the Plan Year, and subject to Subsection (d), the election for any Plan Year
shall be irrevocable.”


 


(c)                                  Section
3.3 of the Plan is hereby amended in its entirety to read as follows:


 


“3.3                           Employer Base Matching
Contributions.  For each Plan Year,
if an Eligible Employee is entitled to an employer base matching contribution
under his or her 401(k) Plan and the Eligible Employee defers the maximum
amount that he or she can defer under the 401(k) Plan, the


 


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Employer shall make an Employer Base Matching Contribution to the
Participant’s Matching Account equal to the excess, if any, of (i) the amount
which would have been contributed by the Employer to the 401(k) Plan for such
Eligible Employee for such Plan Year as an employer base matching contribution
(determined without regard to the limitations of the Code) if the Eligible
Employee’s aggregate deferrals under the 401(k) Plan and under this Plan had
been contributed by him to the 401(k) Plan, over (ii) the actual amount that
has been contributed by the Employer to the 401(k) Plan for such Eligible Employee
for such Plan Year as an employer base matching contribution.”


 


(d)                                 Section 3.4 of the
Plan is hereby amended in its entirety to read as follows:


 


“3.4                           Employer Incentive
Matching Contributions.  For each
Plan Year, if an Eligible Employee is entitled to an employer incentive
matching contribution under his or her 401(k) Plan and the Eligible Employee
defers the maximum amount that he or she can defer under the 401(k) Plan, the
Employer shall make an Employer Incentive Matching Contribution to the Participant’s
Matching Account equal to the excess, if any, of (i) the amount which would
have been contributed by the Employer to the 401(k) Plan for such Eligible
Employee for such Plan Year as an employer incentive matching contribution
(determined without regard to the limitations of the Code) if the Eligible
Employee’s aggregate deferrals under the 401(k) Plan and under this Plan had
been contributed by him to the 401(k) Plan, over (ii) the actual amount that
has been contributed by the Employer to the 401(k) Plan for such Eligible
Employee for such Plan Year as an employer incentive matching contribution.”


 


(e)                                  Section
4.3(b) of the Plan is hereby amended in its entirety to read as follows:


 


“(b)                           The Employer Base Matching
Contribution shall be credited to a Participant’s Matching Account in
accordance with rules adopted by the Committee or its delegate. An Eligible
Employee does not need to make deferrals pursuant to Section 3.2 (Election to
Defer) of this Plan to receive Employer Base Matching Contributions.”


 


(f)                                    Section
4.3(c) of the Plan is hereby amended in its entirety to read as follows:


 


“(c)                            The Employer Incentive
Matching Contribution shall be credited to a Participant’s Matching Account in
accordance with rules adopted by the Committee or its delegate.  An Eligible Employee does not need to make
deferrals pursuant to Section 3.2 (Election to Defer) of this Plan to receive
Employer Incentive Matching Contributions.”


 


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(g)                                 Section 4.7 of the
Plan is hereby amended by adding the following new subsection (c) at the end
thereof:


 


“(c)                            This Section 4.7 shall not
apply for Plan Years beginning on or after January 1, 2003.”


 


IN WITNESS
WHEREOF, Cinergy Corp. has caused this Amendment to be executed and approved by
its duly authorized officer on December 20, 2002.


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Timothy J.
  Verhagen 

  
	
   

  	
  Vice
  President

  Human Resources

  



 


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