Common use of Retirement, Incentive, Welfare Benefit Plans and Other Benefits Clause in Contracts

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. During the Employment Period, the Executive will be eligible, and Cinergy will take all necessary action 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 other senior executives of Cinergy who are considered Tier III executives for compensation purposes, except with respect to any plan, practice, policy or program to which the Executive has waived his rights in writing. Upon his retirement on or after having attained age fifty (50), the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from the benefits provided under the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant in the Annual Incentive Plan, and the Executive will be paid pursuant to the terms and conditions of that plan an annual benefit of up to fifty-two and one-half percent (52.5%) of the Executive's Annual Base Salary (the "Maximum Annual Bonus"), with a target of no less than thirty percent (30%) of the Executive's Annual Base Salary (the "Target Annual Bonus"). The Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"), and the Executive's annualized target award opportunity under the LTIP will be equal to no less than seventy-five percent (75%) of his Annual Base Salary (the "Target LTIP Bonus").

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. (i) During the Employment Period, the Executive will be eligible, and Cinergy will take all necessary action 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 other senior executives of Cinergy who are considered Tier III II executives for compensation purposes, except with respect to any plan, practice, policy or program to which the Executive has waived his rights in writing. Upon his retirement on or after having attained age fifty (50), the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from the benefits provided under the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant in the Annual Incentive Plan, Senior Executive Supplement portion of the Cinergy Corp. Supplemental Executive Retirement Plan (the “SERP”) and the Executive will receive a supplemental retirement benefit hereunder in an amount equal to the excess of the amount that he would be paid entitled to receive under the terms of the SERP if his “Total Pay Replacement Percentage” thereunder were equal to the product of five percent (5%) and the number of his years of “Senior Executive Service” not in excess of 15 (in whole years) as of the applicable date over the amount to which the Executive is actually entitled pursuant to the terms of the SERP as of the applicable date. The supplemental retirement benefit described in the preceding sentence shall be payable in accordance with the terms of the SERP (including any applicable vesting schedule) and conditions shall be treated hereunder (including for purposes of that plan an Section 5a(iii)(3)) as if it were payable under the SERP. Notwithstanding the foregoing, in no event shall the sum of the supplemental retirement benefit described in this Section 3b(i) and the Executive’s total aggregate annual benefit of up to fifty-two and one-half percent (52.5%) under the SERP exceed 60% of the Executive's Annual Base Salary (the "Maximum Annual Bonus"), with a target of no less than thirty percent (30%) of the Executive's Annual Base Salary (the "Target Annual Bonus"). The Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"), and the Executive's annualized target award opportunity under the LTIP will be equal to no less than seventy-five percent (75%) of his Annual Base Salary (the "Target LTIP Bonus")’s Highest Average Earnings.

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. During the Employment Period, the Executive will be eligible, and Cinergy will take all necessary action 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 other senior executives of Cinergy who are considered Tier III executives for compensation purposes, except with respect to any plan, practice, policy or program to which the Executive has waived his rights in writing. Executive will participate in the senior executive supplement portion of the Supplemental Executive Retirement Plan, and for purposes of that plan, the Executive's service as an officer of PSI Energy, Inc. will be treated as combined with his service as an officer of Cinergy. Upon his retirement on or after having attained age fifty (50), the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from the benefits provided under the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant in the Annual Incentive Plan, and the Executive will be paid pursuant to the terms and conditions of that plan an annual benefit of up to fifty-two and one-half percent (52.5%) of the Executive's Annual Base Salary (the "Maximum Annual Bonus"), with a target of no less than thirty percent (30%) of the Executive's Annual Base Salary (the "Target Annual Bonus"). The Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"), and the Executive's annualized target award opportunity under the LTIP will be equal to no less than seventy-five percent (75%) of his Annual Base Salary (the "Target LTIP Bonus").

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. During the Employment PeriodPeriod and so long as the Executive is employed by the Company, the Executive will shall be eligible, and Cinergy will the Company shall take all such actions as may be necessary action 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 Cinergy the Company who are considered Tier III 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) 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. Upon his retirement on or after having attained age fifty (50)During the Employment Period, the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from the benefits provided under the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant shall participate in the Annual Incentive PlanMid-Career Benefit portion of Cinergy's Supplemental Executive Retirement Plan in accordance with its terms, and the Executive will be paid pursuant to the terms and conditions of except that plan an annual benefit of up to fifty-two and one-half percent (52.5%) effective as of the Executive's Annual Base Salary fiftieth (50th) birthday, the Executive shall be credited with and vested in twenty-five (25) full years of "Maximum Annual Bonus"), with a target of no less than thirty percent Participation" (30%) of the Executiveas that term is defined in Cinergy's Annual Base Salary (the "Target Annual Bonus"). The Supplemental Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"Retirement Plan), and shall be credited with and vested in an additional two (2) years of Participation on each birthday thereafter for the Executive's annualized target award opportunity under following five (5) years provided that he is employed by the LTIP will be equal to no less than seventy-five percent (75%) Company as of his Annual Base Salary (the "Target LTIP Bonus")each such birthday.

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. During the Employment Period, the Executive will be eligible, and Cinergy will take all necessary action 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 Cinergy who are considered Tier III II executives for compensation purposes, except with respect to any plan, practice, policy or program to which the Executive has waived his rights in writing. If the Executive retires after reaching age 55, the Executive will be entitled and fully vested in a supplemental retirement benefit equal to the difference between (1) his total benefit under all Executive Retirement Plans, and (2) 60% of the Executive's Highest Average Earnings. The form, timing, and method of payment of the supplemental retirement benefit payable under this Paragraph will be the same as those elected by the Executive under the Pension Plan. If the Executive dies after reaching age 55 but prior to his retirement, and if his Spouse, on the date of his death, is living on the date the first installment of the supplemental retirement benefit would be payable under this Paragraph, the Spouse will be entitled to receive the supplemental retirement benefit as a Spouse's benefit. The form, timing, and method of payment of any Spouse's benefit under this Paragraph will be the same as those applicable to the Spouse under the Pension Plan. Upon his retirement on or after having attained age fifty (50), the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from insurance pursuant to the benefits provided under terms of the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of full subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, retirees for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant in the Annual Incentive Plan, and the Executive will be paid pursuant to the terms and conditions of that plan an annual benefit of up to fifty-two and one-half sixty percent (52.560%) of the Executive's Annual Base Salary (the "Maximum Annual Bonus")Salary, with a target of no less than thirty forty percent (3040%) of the Executive's Annual Base Salary (the "Target Annual Bonus"). The Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"), and the Executive's annualized target award opportunity under the LTIP will be equal to no less than seventy-five seventy percent (7570%) of his Annual Base Salary (the "Target LTIP Bonus"), and the Executive's award under the Value Creation Plan for the first performance cycle (1997-1999) under the LTIP will be prorated on the basis of sixty-six and two-thirds percent (66 2/3%), rather than on his employment date in 1998.

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. During the Employment PeriodPeriod and so long as the Executive is employed by the Company, the Executive will shall be eligible, and Cinergy will the Company shall take all such actions as may be necessary action 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 Cinergy the Company who are considered Tier III 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) 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 her rights in writing. Upon his retirement on or after having attained age fifty (50)During the Employment Period, the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from the benefits provided under the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant shall participate in the Annual Incentive PlanMid-Career Benefit portion of Cinergy's Supplemental Executive Retirement Plan in accordance with its terms, and the Executive will be paid pursuant to the terms and conditions of except that plan an annual benefit of up to fifty-two and one-half percent (52.5%) effective as of the Executive's Annual Base Salary fiftieth (50th) birthday, the Executive shall be credited with and vested in twenty-five (25) full years of "Maximum Annual Bonus"), with a target of no less than thirty percent Participation" (30%) of the Executiveas that term is defined in Cinergy's Annual Base Salary (the "Target Annual Bonus"). The Supplemental Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"Retirement Plan), and shall be credited with and vested in an additional two (2) years of Participation on each birthday thereafter for the Executive's annualized target award opportunity under following five (5) years provided that she is employed by the LTIP will be equal to no less than seventy-five percent (75%) Company as of his Annual Base Salary (the "Target LTIP Bonus")each such birthday.

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. During the Employment PeriodPeriod and so long as the Executive is employed by the Company, the Executive will shall be eligible, and Cinergy will the Company shall take all such actions as may be necessary action 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 Cinergy the Company who are considered Tier III 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) 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. In addition, the Contractual Retirement Supplement will include a sum equal to the amount by which the Executive's benefit under Cinergy's Non-Union Employees' Pension Plan is reduced by application of the customary actuarial reduction for early retirement if receipt of pension benefits under that plan commences prior to the Executive's attainment of age sixty-two (62). Upon his retirement on or after having attained age fifty (50), the Executive will shall be eligible for comprehensive medical and dental benefits which are not materially different from insurance pursuant to the benefits provided under the terms of Cinergy's Retirees' Medical Plan and the its Retirees' Dental Plan, or any successors thereto. The ExecutiveHowever, however, will the Executive shall receive the maximum level of full subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy the Company to retirees, as of the Effective Date of this Agreement, retirees for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant Notwithstanding anything in this Agreement to the contrary, in the Annual Incentive Plan, and the Executive will be paid pursuant to the terms and conditions of event that plan an annual benefit of up to fifty-two and one-half percent (52.5%) of the Executive's Annual Base Salary employment is terminated following a Change in Control, the Executive shall immediately be credited with and vested in thirty-five (the 35) full years of "Maximum Annual Bonus"), with a target of no less than thirty percent Participation" (30%) of the Executiveas that term is defined in Cinergy's Annual Base Salary (the "Target Annual Bonus"). The Supplemental Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"Retirement Plan), and the Executive's annualized target award opportunity under word "fifty (50)" shall be substituted for the LTIP will be equal to no less than seventyword "fifty-five percent (75%) 55)" in the first sentence of his Annual Base Salary (the "Target LTIP Bonus"second paragraph of this Section 3(b).

Retirement, Incentive, Welfare Benefit Plans and Other Benefits. During the Employment Period, the Executive will be eligible, and Cinergy will take all necessary action 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 other senior executives of Cinergy who are considered Tier III executives for compensation purposes, except with respect to any plan, practice, policy or program to which the Executive has waived his rights in writing. Executive will participate in the senior executive supplement portion of the Supplement Executive Retirement Plan, and for purposes of that plan, the Executive's service as an officer of PSI Energy, Inc. will be treated as and combined with his service as an officer of Cinergy. Upon his retirement on or after having attained age fifty (50), the Executive will be eligible for comprehensive medical and dental benefits which are not materially different from the benefits provided under the Retirees' Medical Plan and the Retirees' Dental Plan. The Executive, however, will receive the maximum level of subsidy currently applicable to similarly situated active Cinergy employees that is provided by Cinergy to retirees, as of the Effective Date of this Agreement, for purposes of determining the amount of monthly premiums due from the Executive. The Executive will be a participant in the Annual Incentive Plan, and the Executive will be paid pursuant to the terms and conditions of that plan an annual benefit of up to fifty-two and one-half percent (52.5%) of the Executive's Annual Base Salary (the "Maximum Annual Bonus"), with a target of no less than thirty percent (30%) of the Executive's Annual Base Salary (the "Target Annual Bonus"). The Executive will be a participant in the Long-Term Incentive Plan (the "LTIP"), and the Executive's annualized target award opportunity under the LTIP will be equal to no less than seventy-five percent (75%) of his Annual Base Salary (the "Target LTIP Bonus").