Exhibit
10.5


AMENDMENT TO THE


CINERGY CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


 


The Cinergy Corp.
Supplemental Executive Retirement Plan, as amended and restated effective as of
January 1, 1999, 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 8.6 of
the Plan is hereby amended by adding the following new subsection (j) at the
end thereof:


 


“(j)                                     Special Change
in Control Payment Election With Respect to Amounts Earned and Vested After
2004.


 


Notwithstanding
Articles 7 (Forms of Pension) and 8 (Payment of Pension), each Participant who
is selected by the Committee or Cinergy’s Compensation Committee (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 single lump sum cash payment in an amount equal to the Actuarial
Equivalent (as defined in Section 8.6(e)) of his benefits under the Plan (or
the Actuarial Equivalent (as defined in Section 8.6(e)) of his remaining
benefits under the Plan in the event that payment of his benefits under the
Plan has already commenced) payable after the later of the occurrence of a
Change in Control or his Severance from Service Date.  If the 409A Selected Participant’s Severance
from Service Date 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 Severance from Service Date occurs after the Change in Control,
payment under this Subsection shall occur on the first business day after the
sixth month anniversary of the


 





















 


                                          Severance from
Service Date 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 benefit,
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 Severance from Service Date 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