FIRST AMENDMENT TO FIRST AMENDED AND
RESTATED EMPLOYMENT AGREEMENT
This First Amendment to First Amended and Restated Employment Agreement
(the "First Amendment") dated effective September 1, 1999, is by and among
Cinergy Corp., a Delaware corporation ("Cinergy"), Cinergy Services, Inc., a
Delaware corporation ("Cinergy Services"), The Cincinnati Gas & Electric
Company, an Ohio corporation ("CG&E"), PSI Energy, Inc., an Indiana
corporation ("PSI"), and Charles J. Winger (the "Executive"). Cinergy,
Cinergy Services, CG&E, and PSI will sometimes be referred to in this First
Amendment collectively as the "Company".
WHEREAS, the Executive has been employed by the Company pursuant to the
terms of the First Amended and Restated Employment Agreement dated effective
as of April 1, 1998 (the "Employment Agreement");
WHEREAS, the parties desire to amend the retirement provisions of
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the First Amended and Restated Employment Agreement;
NOW, THEREFORE, the parties have agreed to enter into this First
Amendment which amends the First Amended and Restated Employment Agreement,
as follows:
1. The substantive provisions of Section 3 (b) are deleted in their
entirety and replaced with the following:
"b. RETIREMENT, INCENTIVE, WELFARE BENEFIT PLANS AND OTHER BENEFITS.
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During the Employment Period and so long as the Executive is
employed by the Company, the Executive shall be eligible, and the
Company shall take such actions as may be necessary or required
to cause the Executive to become eligible, to participate in all
short-term and long-term incentive, stock option, restricted
stock, performance unit, savings, retirement and welfare plans,
practices, policies and programs applicable generally to
employees and/or other senior executives of the Company who are
considered Tier II executives for compensation purposes,
including, but not limited to Cinergy's Annual Incentive Plan,
Cinergy's 1996 Long-Term Incentive Compensation Plan, Cinergy's
Executive Supplemental Life Insurance Program, Cinergy's Stock
Option Plan, Cinergy's Nonqualified Deferred Incentive
Compensation Plan, Cinergy's Excess 401(k) Plan, Cinergy's
Non-Union Employees' 401(k)
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Plan, Cinergy's Non-Union Employees' Pension Plan, Cinergy's
Supplemental Executive Retirement Plan (both the Mid-Career
Benefit portion and the Senior Executive Supplement), and
Cinergy's Excess Pension Plan, or any successors thereto, except
with respect to any plan, practice, policy or program to which
the Executive has waived his rights in writing.
With regard to the Executive's retirement benefits, the Executive
shall be entitled to a 'Contractual Retirement Supplement' (paid
from the Corporation's general assets) which extends to the
Executive upon retirement on or after age fifty-five (55) a
non-qualified benefit that, when added to the Executive's benefit
under Cinergy's Non-Union Employees' Pension Plan and Cinergy's
Excess Pension Plan, or any successors thereto, will provide
total retirement income equivalent to a full career employee with
equal annual earnings. For purposes of the preceding sentence, a
'full career employee' shall mean an employee with thirty-five
(35) full years of 'participation' under Cinergy's Supplemental
Executive Retirement Plan.
If the Executive retires on or after having attained age
fifty-five (55), the Executive shall be entitled to receive from
the Company total annual retirement income for his lifetime equal
to the greater of (i) sixty percent (60%) of the Executive's
'Highest Average Earnings' (as such term is defined in Cinergy's
Supplemental Executive Retirement Plan) or (ii) sixty percent
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(60%) of the Executive's 'Earnings' (as such term is defined
in the Supplemental Executive Retirement Plan) for the final
twelve (12) calendar months immediately prior to the
Executive's effective date of retirement. Thus, in addition to
the Executive's retirement benefits under Cinergy's Pension
Plan, its Supplemental Executive Retirement Plan, and its
Excess Pension Plan, or any successors thereto, the Executive
shall receive an annual amount known as the 'Supplemental
Executive Retirement Benefit' (a non-qualified benefit paid
from the Company's general assets) that is equal to the
difference between the greater of (i) sixty percent (60%) of
the Executive's 'Highest Average Earnings' (as such term is
defined in Cinergy's Supplemental Executive Retirement Plan)
or (ii) sixty percent (60%) of the Executive's 'Earnings' (as
such term is defined in Cinergy's Supplemental Executive
Retirement Plan) for the final twelve (12) calendar months
immediately prior to the Executive's effective date of
retirement, and the sum of the amounts payable to the
Executive under Cinergy's Pension Plan, its Supplemental
Executive Retirement Plan, and its Excess Pension Plan, or any
successors thereto.
Upon his retirement on or after having attained age fifty (50),
the Executive shall be eligible for comprehensive medical and
dental insurance pursuant to the terms of Cinergy's Retirees'
Medical Plan and its Retirees' Dental Plan, or any successors
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thereto. However, the Executive shall receive the full subsidy
provided by the Company to retirees for purposes of determining
the amount of monthly premiums due from the Executive.
Notwithstanding anything in this Agreement to the contrary, in
the event that the Executive's employment is terminated following
a Change in Control, the Executive shall immediately be credited
with and vested in thirty-five (35) full years of 'Participation'
(as that term is defined in Cinergy's Supplemental Executive
Retirement Plan), and the word 'fifty (50)' shall be substituted
for the word 'fifty-five (55)' in the first sentences of the
second and third paragraphs of this Section 3(b).
The Executive shall be a participant in Cinergy's Annual
Incentive Plan. The Executive shall be paid by the Company an
annual benefit of up to sixty percent (60%) of the Executive's
Annual Base Salary, which benefit shall be determined and paid
pursuant to the terms of Cinergy's Annual Incentive Plan.
The Executive shall be a participant in Cinergy's Long-Term
Incentive Plan (the 'LTIP') implemented under Cinergy's 1996
Long-Term Incentive Compensation Plan. The LTIP consists of two
(2) parts: the Value Creation Plan involving shares of restricted
common stock of Cinergy and options to purchase shares of common
stock of Cinergy. The Executive's annualized target award
opportunity under the LTIP shall be equal to no less seventy
percent (70%) of his Annual Base Salary."
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2. All other provisions of the First Amended and Restated Employment
Agreement, remain unchanged by this First Amendment.
IN WITNESS WHEREOF, the Executive and the Corporation have caused this
First Amendment to First Amended and Restated Employment Agreement to be
executed effective as of the day and year first above written.
CINERGY CORP., CINERGY SERVICES, INC.,
THE CINCINNATI GAS & ELECTRIC COMPANY,
and PSI ENERGY, INC.
By: /s/ James E. Rogers
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James E. Rogers
Vice Chairman and
Chief Executive Officer
EXECUTIVE
/s/
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Charles J. Winger
DOC#48911
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