<PAGE>

                      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


                                    Page 1
<PAGE>

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.
               -----------------------------------------------------------------
               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)
               ----------------------------------------------------------------


                                    Page 2
<PAGE>

               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


                                    Page 3
<PAGE>

               (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


                                  Page 4
<PAGE>

               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."


                                  Page 5
<PAGE>

     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
      -------------------------
       James E. Rogers
       Vice Chairman and
       Chief Executive Officer

              EXECUTIVE


       /s/
      -----------------------------
           Charles J. Winger


DOC#48911


                                  Page 6