AMENDED AND RESTATED SUPPLEMENTAL
EXECUTIVE RETIREMENT INCOME AGREEMENT
This Amended and Restated Supplemental Executive Retirement Income Agreement
("Agreement") is made as of the ___ day of ____________, 19__, by and between
The Cincinnati Gas & Electric Company ("CG&E") and _________________
("Executive").
WHEREAS, Executive and CG&E entered into a Supplemental Executive Retirement
Income Agreement on the ___ day of __________, 19__, as amended on the ___ day
of _____________, 19__;
WHEREAS, following the merger of PSI Resources, Inc. into Cinergy Corp.
("Cinergy") and Cinergy Sub, Inc. merging into CG&E, Executive remained an
Officer of CG&E; and
WHEREAS, CG&E and Executive have agreed to freeze the benefits payable
under the Agreement as part of the restructuring of the Executive's employment
benefits.
NOW, THEREFORE, the parties agree:
1. Supplemental Retirement Benefit. The annual Supplemental Retirement Benefit
of $____________ shall be paid to Executive or his Designee monthly for 180
months beginning ______________, in a monthly amount equal to $___________.
However, at the sole discretion of CG&E's Board of Directors, consistent with
the provisions of Section 5 of this Agreement, the Board may direct that the
Supplemental Retirement Benefit be made in a lump sum in the amount of
$__________ on ______________, or such other date as the Board may determine
provided that the lump sum is reduced by five percent (5%) for each year the
payment is accelerated, provided, however, that the maximum such reduction shall
not exceed twenty-five percent (25%).
2. Designee. Any payments to be made after the death of Executive shall be made
to the person or persons designated in writing to CG&E by Executive. In the
absence of such written designation, the term Designee shall mean, and payment
shall be made in the following descending order:
(i) Executive's surviving spouse while living;
(ii) Equally to Executive's children per stirpes; and
(iii) The estate of the last survivor of the persons named above.
3. Life Insurance Policies. In consideration of the benefits under this
Agreement, the ------------------------ Executive consents to and will assist
CG&E in the purchase of Key Person Life Insurance Policies on his life at any
time and in any amount determined by CG&E. Such life insurance policies shall be
owned by CG&E and shall be for the sole benefit of CG&E. Neither Executive nor
his Designee, heirs or administrators shall have any right, title, or interest
in the value or benefits under such policies.
4. Conditions. Executive will be entitled to the benefits herein even if
terminated, unless such termination is for Cause. For purposes of this Agreement
Cause shall mean:
(i) The commission of a felony; or
(ii) If Executive, without the written consent of CG&E, engages in any
activity which is adverse to the economic interests of CG&E, or if he
discloses any confidential information, not required by law, a court, or by the
regulatory hearing process.
If litigation shall be brought to enforce or interpret any provision contained
within the Agreement, CG&E hereby agrees to indemnify the Executive for his
reasonable attorneys' fees and disbursements incurred in such litigation and
hereby agrees to pay prejudgment interest on any money judgment obtained by the
Executive, calculated at the prime interest rate in effect in Cincinnati, Ohio,
from time to time and the earliest date that payment(s) to him should have been
made under this Agreement.
5. Acceleration of Benefit Payments. CG&E hereby reserves to its Board of
Directors the right to accelerate the payment of any of the benefits specified
herein without the consent of Executive.
6. Assignability. Except to the extent that this provision may be contrary to
law, no assignment, pledge, collateralization, or attachment of any of the
benefits under this Agreement shall be valid or recognized by CG&E.
7. Employment Rights. This Agreement creates no right in Executive to continue
in employment with CG&E for any specific length of time, nor does it create any
other rights in Executive or obligation on the part of CG&E, except those set
forth in this Agreement.
8. Binding Effect. The provisions of this Agreement shall insure to and be
binding upon the designee, heirs, executors, and administrators of Executive,
and upon the successors and assigns of CG&E, including any successor
organization which succeeds to substantially all of the assets and business of
CG&E. CG&E agrees that it will make appropriate provisions for the preservation
of Executive's rights under this Agreement in any agreement or plan which it may
enter into to effect any merger, consolidation, reorganization or transfer of
assets. Upon such a merger, consolidation, reorganization, or transfer of
assets, the term "CG&E" as used in this Agreement shall mean and shall refer to
the successor organization, and this Agreement shall continue in full force and
effect, binding on such successor organization.
9. Governing Law. This Agreement shall be governed by the laws of the State of
Ohio.
10. Amendment. This Agreement may be altered, amended, or revoked only by a
written instrument signed by both Executive and CG&E.
11. Prior Agreement. This Agreement supersedes any prior agreement between CG&E
and Executive regarding Supplemental Executive Retirement Income.
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the
date first above written.
WITNESS: THE CINCINNATI GAS &
ELECTRIC COMPANY
___________________________________ By: ____________________________________
Xxxxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
WITNESS:
----------------------------------- ------------------------------------
Executive
