Exhibit
10.2


AMENDMENT TO THE


CINERGY CORP. NONQUALIFIED DEFERRED INCENTIVE COMPENSATION
PLAN


 


 


The Cinergy Corp.
Nonqualified Deferred Incentive Compensation Plan, as amended and restated
effective as of December 1, 1996, as amended (the “Plan”), is hereby amended
effective as of December 14, 2005.




(1)           Explanation
of Amendment


 


The Plan is amended to
provide certain participants with the opportunity to make an election to
receive Plan benefits (to the extent earned and vested after 2004) in a single
lump sum under certain circumstances following a Change in Control.


 


(2)           Amendment


 


(a)                                  Section 5.2 of
the Plan is hereby amended by adding the following new subsection (f) at the
end thereof:


 


“(f)                                    Special Change
in Control Payment Election With Respect to Amounts Deferred After 2004.


 


Notwithstanding
the foregoing, each Participant who is selected by the Committee or the
Benefits Committee of the Company (a “409A Selected Participant”) shall be
entitled to make a special payment election in accordance with the provisions
of this Subsection.  In order to be
effective, an election made pursuant to this Subsection must be made prior to
December 31, 2005 (or any earlier date specified on an applicable election
form).


 


(I)                              Distribution
Pursuant to Special Payment Election.  A 409A Selected Participant may elect during
2005, on a form and in accordance with procedures provided by the Committee, to
receive a distribution of his Account in a single lump sum payable after the
later of the occurrence of a Change in Control or the date of his Termination
of Employment.  If the 409A Selected
Participant’s Termination of Employment occurs prior to a Change in Control,
payment under this Subsection shall be made on the fifth business day after the
occurrence of a Change in Control.  If
the 409A Selected Participant’s Termination of Employment occurs after the
Change in Control, payment under this Subsection shall occur on the first
business day after the sixth month anniversary of the Termination of Employment
if necessary to comply with Code Section 409A.


 


(II)                          Code Section
409A Compliance. 
Notwithstanding anything to the contrary, this Subsection shall only
apply with respect to the portion of the 409A Selected Participant’s Account,
if any, which is treated as “deferred” after 


 





















 


                                          December 31,
2004 (within the meaning of Section 409A of the Code (the “Post-2004 Deferrals”)),
and shall be interpreted accordingly. 
Notwithstanding any other provision of this Plan, the Post-2004
Deferrals shall be administered in a manner that complies with the provisions
of Section 409A of the Code, so as to prevent the inclusion in gross income of
any amount in a taxable year that is prior to the taxable year or years in
which such amount would otherwise actually be distributed or made available to
the 409A Selected Participant or his or her Beneficiaries.


 


(III)                      Effectiveness
of Special Payment Election.  An election made pursuant to this Subsection
shall become operative only upon the occurrence of a Change in Control and only
if the 409A Selected Participant’s Termination of Employment occurs either (1)
prior to the occurrence of a Change in Control or (2) during the 24-month
period commencing upon the occurrence of a Change in Control.  Once operative, such special payment election
shall override any other payment election made by the 409A Selected Participant
with respect to his Post-2004 Deferrals.”


 


 


IN
WITNESS WHEREOF, Cinergy Corp. has caused this Amendment to be executed and
approved by its duly authorized officer as of December 14, 2005.


 


 


	
   

  	
   

  	
  By:

  	
   

  	
  /s/ TIMOTHY J.
  VERHAGEN

  
	
   

  	
   

  	
   

  	
   

  	
  Timothy J. Verhagen

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President, Human
  Resources