Cinergy Corp. Excess Pension Plan

Adopted by the Cinergy Corp.

Benefits Committee on August 29, 2002





AMENDMENT TO THE

CINERGY CORP. EXCESS PENSION PLAN







The Cinergy Corp. Excess Pension Plan, as amended and restated effective as of January 1, 1998 (the "Plan"), is hereby amended effective as of August 29, 2002.



(1) Explanation of Amendment



The Plan is amended to provide certain participants with the opportunity to make an election to receive their Plan benefits in a single lump sum under certain circumstances following a Change in Control. The Plan is further amended to provide that nonelective employer contributions made on behalf of a participant under the Cinergy Corp. Excess 401(k) Plan shall be taken into account when determining a participant92s Unrestricted Benefit, but only to the extent specifically provided by the Committee.





(2) Amendment



(a) Section 1.22 of the Plan is hereby amended by adding the following at the end thereof:



"Notwithstanding the preceding sentence, but only to the extent specified by the Committee, (a) any nonelective employer contributions (other than matching contributions) made on behalf of a Participant under the Cinergy Corp. 401(k) Excess Plan during any applicable period shall be taken into account when calculating such Participant92s Unrestricted Benefit and (b) any Participant who receives nonelective employer contributions (other than matching contributions) under the Cinergy Corp. 401(k) Excess Plan during the year in which occurs his Severance from Service Date (as defined in Cinergy92s Pension Plan) shall be treated, for purposes of calculating his Unrestricted Benefit, as if he had received Sabbatical Vacation Pay (as defined in Cinergy92s Pension Plan) in the amount that he would have received if such nonelective employer contributions were part of his Base Salary (as defined in Cinergy92s Pension Plan) during the year in which occurs his Severance from Service Date."





(b) Article 1 of the Plan is hereby amended by adding the following new Section 1.23 immediately following Section 1.22:



"1.23 "Potential Change in Control" means any period during which any of the following circumstances exist:



1






(a) Cinergy enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; provided that a Potential Change in Control shall cease to exist upon the expiration or other termination of such agreement; or



(b) Cinergy or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; provided that a Potential Change in Control shall cease to exist when Cinergy or such Person publicly announces that it no longer has such an intention; or



(c) Any Person who is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act), directly or ...