Exhibit 10-w
SECOND AMENDMENT TO THE MASTER TRUST
AGREEMENT FOR DIRECTORS' PLANS
This Second Amendment to the Master Trust Agreement for
Directors' Plans, entered into effective July 2, 1993, expressly
amends and modifies that certain Master Trust Agreement dated as
of October 26, 1989, by and between PSI Resources, Inc.
(formerly PSI Holdings, Inc.) (the "Company"), and National City
Bank, Indiana (formerly Merchants National Bank & Trust Company)
("National City"), as trustee, to which U.S. Trust Company of
California, N.A. is the successor trustee (the "Trustee").
WHEREAS, effective as of October 26, 1989, the Company
and National City entered into a Master Trust Agreement
concerning the contributions of funds in trust with regard to
certain benefit plans applicable to directors of the Company
upon a "Potential Change in Control" or a "Change in Control" of
the Company as those terms are defined in the Master Trust
Agreement; and
WHEREAS, effective December 1, 1992, the Master Trust
Agreement was amended with respect to the definitions of
"Potential Change in Control" and "Change in Control" so as to
exclude from those definitions, with regard to any plan the
benefits of which are payable to participants solely in terms of
cash, the contemplated merger between the Company, PSI Energy,
Inc. ("Energy"), and The Cincinnati Gas & Electric Company
("CG&E"); and
WHEREAS, the Company desires to further amend the
Master Trust Agreement with respect to the definitions of
"Potential Change in Control" and "Change in Control" so as to
exclude from those definitions, with regard to any plan the
benefits of which are payable to participants solely in terms of
cash, any merger, consolidation, or similar transaction between
the Company and either (1) CG&E that is approved by the
Company's board of directors, or (2) CINergy Corp., a
corporation to be formed under the laws of the State of Delaware
("CINergy"), pursuant to the terms of an amended and restated
agreement and plan of reorganization, entered into by and among
the Company, Energy, CG&E, CINergy, and CINergy Sub, Inc., a
corporation to be formed under the laws of the State of Ohio;
WHEREAS, The Master Trust Agreement permits the Company
to amend the trust by means of a written document signed by the
Company and with the written consent of directors having at
least 65 percent of all amounts then held in the Trust credited
to their accounts, and such consents have been obtained.
NOW, THEREFORE, the parties agree as follows:
1. Effective as of July 2, 1993, the Company and the
Trustee agree that Article III of the Master Trust Agreement
shall be amended to read in full as follows:
"ARTICLE III
CHANGE IN CONTROL
SECTION 3.1 Definition of Potential Change in Control.
For purposes of this Trust, a Potential Change in Control of
the Company shall have occurred if (i) any corporation,
person, other entity or group becomes the 'beneficial owner'
(as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of 25 percent or more of the then outstanding
voting stock of the Company; (ii) any such corporation,
person, entity or group beneficially owning 25 percent or
more of such securities increases its beneficial ownership
of such securities by five percent or more of the voting
power of such securities; or (iii) any person (including the
Company) publicly announces an intention to take actions
which, if consummated, would constitute a Change in Control
of the Company. Notwithstanding the foregoing, and only
with regard to any Plan covered by this Agreement the
benefits of which are payable to participants solely in
terms of cash, a Change in Control shall not include any
merger, consolidation or similar transaction between the
Company and The Cincinnati Gas & Electric Company ('CG&E')
approved by the Company's Board of Directors, or (ii)
CINergy, Corp., a corporation to be formed under the laws of
the State of Delaware ('CINergy'), pursuant to the terms of
an amended and restated agreement and plan of
reorganization, entered into by and among the Company, CG&E,
PSI Energy, Inc., CINergy, and CINergy Sub, Inc., a
corporation to be formed under the laws of the State of
Ohio."
SECTION 3.2 Definition of Change in Control. For
purposes of this Trust, a Change in Control of the Company
shall have occurred if (i) any corporation, person, other
entity or group, becomes the 'beneficial owner' (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934) of
more than 50 percent of the then outstanding voting stock of
the Company, otherwise than through a transaction arranged
by, or consummated with the prior approval of, the Company's
Board of Directors; (ii) the stockholders of the Company
approve a definitive agreement to merge or consolidate the
Company with or into another corporation in a transaction in
which neither the Company nor any of its subsidiaries or
affiliates will be the surviving corporation, or to sell or
otherwise dispose of all or substantially all of the
Company's assets to any person or group other than the
Company or any of its subsidiaries or affiliates, other than
a merger or a sale which will result in the voting
securities of the Company outstanding prior to the merger or
sale continuing to represent at least 50 percent of the
combined voting power of the voting securities of the
corporation surviving the merger or purchasing the assets;
or (iii) during any period of two consecutive years,
individuals who at the beginning of such period constitute
the Company's Board of Directors (and any new director whose
election by the Board of Directors or whose nomination for
election by the Company's stockholders was approved by a
vote of at least two-thirds of the Directors then still in
office who either were Directors at the beginning of such
period or whose election or nomination for election was
previously so approved) cease for any reason, with the
exception of the exercise of the voting rights conferred
upon the record holders of the Company's cumulative
preferred stock pursuant to the provision of Article
V(B)(iii) of the Company's Articles of Incorporation, to
constitute a majority of the Company's Board of Directors.
Notwithstanding the foregoing, and only with regard to any
Plan covered by this Agreement the benefits of which are
payable to participants solely in terms of cash, a Change in
Control shall not include any merger, consolidation or
similar transaction between the Company and The Cincinnati
Gas & Electric Company ('CG&E') approved by the Company's
Board of Directors, or (ii) CINergy, Corp., a corporation to
be formed under the laws of the State of Delaware
('CINergy'), pursuant to the terms of an amended and
restated agreement and plan of reorganization, entered into
by and among the Company, CG&E, PSI Energy, Inc., CINergy,
and CINergy Sub, Inc., a corporation to be formed under the
laws of the State of Ohio."
2. The Master Trust Agreement otherwise remains in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this
Second Amendment to the Master Trust Agreement for Directors'
Plans effective as of the date first above written.
PSI RESOURCES, INC.
By: /s/ James E. Rogers
James E. Rogers
Chairman
U.S TRUST COMPANY OF
CALIFORNIA, N.A.
By: /s/ Dennis M. Kunisaki
Name: Dennis M. Kunisaki
Title: Vice President