AMENDMENT TO PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN
The PSI Energy, Inc. Employees' 401(k) Savings Plan (the
"Employees' Plan"), as amended and restated effective January 1,
1992, is hereby amended, also effective as of January 1, 1992,
with respect to certain remedial amendments required by the
United States Internal Revenue Service in order to obtain a
favorable determination as to the qualified status of the
Employees' Plan.
(1) Explanation of Amendment.
On November 30, 1994, PSI Energy, Inc. ("PSI") submitted to the
United States Internal Revenue Service its Employees' Plan,
amended and restated effective January 1, 1992, for purposes of
receiving a determination whether the Employees' Plan meets all
legal requirements to be a qualified plan. On or about September
28, 1994, the Internal Revenue Service requested that certain
remedial amendments be made to the Employees' Plan, otherwise a
determination that the Employees' Plan is a qualified plan cannot
be issued. Accordingly, PSI hereby amends its Employees' Plan by
adopting certain remedial amendments in order to meet all
applicable requirements for a determination of the qualification
of the Employees' Plan as amended and restated effective January
1, 1992.
(2) Section 1.6, As Amended.
Section 1.6, as hereby amended, reads as follows:
"1.6 `Annual Addition' means, with respect to each Participant,
the sum for the Plan Year of all contributions (other than ESOP
Transfer Contributions or Rollover Contributions) in all
Qualified Defined Contribution Plans and Qualified Defined
Benefit Plans maintained (except as otherwise provided in Code
Subparagraph 415(c) (6) (C) concerning employee stock ownership
plans) by any Employer or Affiliate or by the Participant and
forfeitures (if any) allocable to the Participant's accounts. A
Participant's deductible contributions to any plan or individual
retirement account shall not be included in his Annual Addition,
but funds set aside to provide post-retirement medical benefits
shall be included in his Annual Addition to the extent required
under Code Subsection 415(1) or Code Paragraph 419A(d) (3)."
(3) Section 22.7, As Amended.
Section 22.7, as hereby amended, reads as follows:
"22.7 Irrevocability
Employers shall have no right, title, or interest in the Trust
Fund or to the contributions made under the Plan and no part of
the Trust Fund shall revert to any Employer. However, nothing in
this Section shall prohibit the return, in accordance with the
provisions of ERISA Subsection 403(c), to any Employer of a
contribution (or a portion of a contribution) by the Employer to
the Trust Fund if the contribution is (a) made by reason of
mistake of fact, (b) conditioned on initial qualification of the
Plan under Code Subsection 401(a) and the Plan does not so
qualify, or (c) conditioned upon its deductibility under Code
Section 404 and the deduction is not fully allowed."
(4) Section 27.2, As Amended.
Section 27.2, as hereby amended, reads as follows:
"27.2 Definitions
For each Plan Year, the Administrative Committee shall determine
whether the Plan is a Top-Heavy Plan or a Super Top-Heavy Plan.
(a) The Plan constitutes a `Top-Heavy Plan' for any Plan Year in
which, as of the Determination Date, (1) the value of the
cumulative Accrued Benefit under the Deferred Compensation
Accounts and Employer Matching Accounts of Key Employees exceeds
60 percent of the value of the cumulative Accrued Benefit under
the Deferred Compensation Accounts and Employer Matching Accounts
of all Participants or (2) the Plan is part of a Required
Aggregation Group and the Required Aggregation Group is Top-
Heavy. However, and notwithstanding the foregoing, the Plan
shall not be considered a Top-Heavy Plan for any Plan Year in
which the Plan is a part of a Required Aggregation Group or
Permissive Aggregation Group which is not Top-Heavy.
If any Participant is a Non-Key Employee for any Plan Year, but
the Participant was a Key Employee for any prior Plan Year, the
value of the Participant's cumulative Accrued Benefit under the
Deferred Compensation Account and Employer Matching Account shall
not be taken into account for purposes of determining whether
this Plan is a Top-Heavy Plan (or whether any Aggregation Group
which includes this Plan is a Top-Heavy Group).
(b) The Plan constitutes a `Super Top-Heavy Plan' for any Plan
Year in which, as of the Determination Date, (1) the value of the
cumulative Accrued Benefit under the Deferred Compensation
Accounts and Employer Matching Accounts of Key Employees exceeds
90 percent of the value of the cumulative Accrued Benefit under
the Deferred Compensation Accounts and Employer Matching Accounts
of all Participants or (2) the Plan is part of a Required
Aggregation Group and the Required Aggregation Group is Top-
Heavy. However, and notwithstanding the foregoing, the Plan
shall not be considered a Super Top-Heavy Plan for any Plan Year
in which the Plan is a part of a Required Aggregation Group or
Permissive Aggregation Group which is not Top-Heavy.
(c) `Top-Heavy Group' means an Aggregation Group in which, as of
the Determination Date, the sum of:
(1) the Present Value of Accrued Benefits of Key Employees under
all Qualified Defined Benefit Plans included in the group, and
(2) the Aggregate Accounts of Key Employees under Qualified
Defined Contribution Plans included in the group, exceeds 60% of
a similar sum determined for all Participants.
(d) `Aggregation Group' means either a Required Aggregation Group
or a Permissive Aggregation Group as determined below.
(1) Required Aggregation Group: In determining a Required
Aggregation Group, each plan of an Employer or other Affiliate in
which a Key Employee is a Participant, and each other plan of an
Employer or other Affiliate, including any plan which has been
terminated within the immediately preceding five years, which
enables any plan in which a Key Employee participates to meet the
requirements of Code Paragraph 401(a) (4) or Code Section 410,
will be required to be aggregated. This group shall be known as
a Required Aggregation Group.
In the case of a Required Aggregation Group, each plan in the
group will be considered a Top-Heavy Plan if the Required
Aggregation Group is a Top-Heavy Group. No plan in the Required
Aggregation Group will be considered a Top-Heavy Plan if the
Required Aggregation Group is not a Top-Heavy Group.
(2) Permissive Aggregation Group: PSI may also include any other
plan not required to be included in the Required Aggregation
Group, provided the resulting group, taken as a whole, would
continue to satisfy the provisions of Code Paragraph 401(a) (4)
and Code Section 410. This group shall be known as a Permissive
Aggregation Group.
In the case of a Permissive Aggregation Group, only a plan that
is part of the Required Aggregation Group will be considered a
Top-Heavy Plan if the Permissive Aggregation Group is a Top-Heavy
Group. No plan in the Permissive Aggregation Group will be
considered a Top-Heavy Plan if the Permissive Aggregation Group
is not a Top-Heavy Group.
(3) Only those plans of an Employer or other Affiliate in which
the Determination Dates fall within the same calendar year shall
be aggregated in order to determine whether those plans are Top-
Heavy Plans.
(e) `Determination Date' means, with respect to any Plan Year,
the last day of the preceding Plan Year, or in the case of the
first Plan Year, the last day of that Plan Year.
(f) `Key Employee' means an Employee or former Employee of an
Affiliate who, at any time during the determination period, is:
(1) an officer of the Affiliate having annual Earnings from the
Affiliate greater than 50 percent of the amount in effect under
Code Subparagraph 415(b) (1) (A) for any Plan Year;
(2) one of the ten Employees having annual Earnings from the
Affiliate more than the limitation in effect under Code
Subparagraph 415(c) (1) (A) and owning (or considered as owning
within the meaning of Code Section 318) the largest interests in
the Affiliate;
(3) the owner (or considered as the owner within the meaning of
Code Section 318) either of more than five percent of the
outstanding stock of the Affiliate or of stock of the Affiliate
possessing more than five percent of the total combined voting
power of all stock of the Affiliate; or
(4) the recipient from the Affiliate of at least $150,000 in
annual Earnings and who is the owner (or considered as the owner
within the meaning of Code Section 318) either of more than one
percent of the outstanding stock of the Affiliate or of stock of
the Affiliate possessing more than one percent of the total
combined voting power of all stock of the Affiliate; provided,
however, that no more than 50 Employees of the Affiliate shall be
deemed to be officers for any particular Plan Year; provided
further that the term `Key Employee' shall include the
beneficiaries of the `Key Employee'; provided further that, for
purposes of Item (2) above, if two Employees have the same
interest in the Affiliate, the Employee having greater annual
Earnings from the Affiliate shall be treated as having a larger
interest. The determination of who is a Key Employee will be
made in accordance with Code Paragraph 416(i) (1) and the
regulations thereunder.
(i) `Non-Key Employee' means an Employee who is not a Key
Employee."
IN WITNESS WHEREOF, PSI Energy, Inc. has caused this document to
be executed and approved by its duly authorized officers,
effective January 1, 1992.
PSI Energy, Inc.
By: James E. Rogers
Vice Chairman and
Chief Executive Officer
Date: December 31, 1995
Approved:
By: Cheryl M. Foley
Vice President, General Counsel and
Corporate Secretary
Date: December 31, 1995