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                          CERTIFICATE OF INCORPORATION
                                       OF
                                  Cinergy Corp.
                        (as amended through may 10, 2001)

     The  undersigned,  for the purpose of  organizing a  corporation  under the
General Corporation Law of the State of Delaware (the "DGCL"), certifies:
     FIRST: The name of the corporation is Cinergy Corp.
     SECOND: The address of the corporation's  registered office in the State of
Delaware  is 1209  Orange  Street,  Wilmington,  Delaware  19801,  County of New
Castle.  The name of its  registered  agent at such  address is The  Corporation
Trust Company.
     THIRD:  The  purpose of the  corporation  is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.
     FOURTH:  The total  number of shares of stock which the  corporation  shall
have authority to issue is 610,000,000 shares, of which 600,000,000 shares shall
be designated  common stock,  par value $.01 per share,  and  10,000,000  shares
shall be  designated  preferred  stock,  par  value  $.01 per  share.  Except as
provided in this Certificate of Incorporation, each holder of common stock shall
have one vote in  respect  of each  share  of stock  held by him on all  matters
submitted  to a vote of  stockholders  of the  corporation.  In the  election of
directors  of the  corporation,  the  principle of  cumulative  voting shall not
apply.
     The Board of  Directors  is hereby  expressly  authorized  to provide  for,
designate  and issue out of the  authorized  but  unissued  shares of  preferred
stock,  one or  more  series  of  preferred  stock,  subject  to the  terms  and
conditions  set forth  herein.  Before any shares of any such series are issued,
the Board of Directors  shall fix, and hereby is expressly  empowered to fix, by
resolution or  resolutions,  the following  provisions of the shares of any such
series:
i.   the  designation  of such series,  the number of shares to constitute  such
     series  and the  stated  value  thereof,  if  different  from the par value
     thereof;
ii.  whether the shares of such series  shall have voting  rights or powers,  in
     addition to any voting  rights  required  by law,  and, if so, the terms of
     such voting rights or powers, which may be full or limited;
iii. the dividends,  if any, payable on such series,  whether any such dividends
     shall be cumulative,  and, if so, from what dates, the conditions and dates
     upon which such  dividends  shall be payable,  the  preference  or relation
     which  such  dividends  shall  bear to the  dividends  payable on any other
     series of preferred stock or on any other class of stock of the corporation
     or any series of such class;
iv.  whether the shares of such  series  shall be subject to  redemption  by the
     corporation,  and, if so, the times,  prices and other  conditions  of such
     redemption;
v.   the amount or amounts  payable  upon  shares of such series  upon,  and the
     rights of the  holders  of such  series in, the  voluntary  or  involuntary
     liquidation,  dissolution  or winding up, or upon any  distribution  of the
     assets, of the corporation and the preference or relation which such amount
     or amounts shall bear to the amount or amounts  payable on any other series
     of preferred stock or on any other class of stock of the corporation or any
     series of such class;
vi.  whether the shares of such series  shall be subject to the  operation  of a
     retirement  or sinking  fund and,  if so, the extent to and manner in which
     any such  retirement  or sinking  fund shall be applied to the  purchase or
     redemption of the shares of such series for  retirement or other  corporate
     purposes and the terms and provisions relative to the operation thereof;
vii. whether  the  shares  of  such  series  shall  be   convertible   into,  or
     exchangeable  for,  shares of  preferred  stock of any other  series or any
     other class of stock of the  corporation or any series of such class or any
     other  securities  and,  if so, the price or prices or the rate or rates of
     conversion or exchange and the method,  if any, of adjusting the same,  and
     any other terms and conditions of such conversion or exchange;
viii.the limitations and restrictions,  if any, to be effective while any shares
     of such series are outstanding  upon the payment of dividends or the making
     of other  distributions  on,  and upon the  purchase,  redemption  or other
     acquisition by the  corporation of, the common stock or shares of preferred
     stock of any other series or any other class of stock of the corporation or
     any series of such class;
ix.  the conditions or restrictions, if any, to be effective while any shares of
     such  series are  outstanding  upon the  creation  of  indebtedness  of the
     corporation  or  upon  the  issuance  of any  additional  stock,  including
     additional  shares of such series or of any other  series of the  preferred
     stock or of any  class of stock of the  corporation  or any  series of such
     class; and
x.   any other powers,  designations,  preferences and relative,  participating,
     optional or other special rights,  and any  qualifications,  limitations or
     restrictions thereof.

The powers, designations,  preferences and relative, participating,  optional or
other special rights of each series of preferred stock, and the  qualifications,
limitations or  restrictions  thereof,  if any, may differ from those of any and
all other  series at any time  outstanding.  The  Board of  Directors  is hereby
expressly  authorized  from  time to time to  increase  (but not above the total
number of authorized  shares of preferred  stock) or decrease (but not below the
number of shares thereof then  outstanding) the number of shares of stock of any
series of  preferred  stock  designated  as any one or more series of  preferred
stock.
     FIFTH:  The  name  and  mailing  address  of the  incorporator  is  Brad J.
Schwartzberg, 1 Chase Manhattan Plaza, 55th Floor, New York, New York 10005.
     SIXTH: A director of the corporation  shall not be personally liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of  law,  (iii)  under  Section  174 of the  DGCL,  or  (iv)  for any
transaction from which the director derived any improper  personal  benefit.  If
the  DGCL is  amended  after  the  date of the  filing  of this  Certificate  of
Incorporation to authorize  corporate action further eliminating or limiting the
personal  liability  of  directors,  then the  liability  of a  director  of the
corporation  shall be eliminated or limited to the fullest  extent  permitted by
the DGCL, as so amended.  No repeal or  modification of this Article SIXTH shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such repeal or modification.
     SEVENTH:  The directors  shall have the power to make,  alter or repeal the
By-Laws of this corporation  (subject to any stockholder  approvals  required in
this Certificate of  Incorporation or By-Laws of the corporation)  except as may
otherwise be provided in this Certificate of Incorporation or in the By-Laws.
     EIGHTH:  The affirmative  vote of the holders of at least 80% of the issued
and outstanding  shares of common stock of the corporation  shall be required to
amend,  alter  or  repeal,  or  adopt  any  provision   inconsistent  with,  the
requirements of Section 2.2, Section 3.1, Section 3.2, Section 3.3 or the second
paragraph of Section 12.1 of the By-Laws of this corporation.
     NINTH:  Elections of directors need not be by written ballot, except as may
otherwise be provided in the By-Laws.
     TENTH:  Any or all of the  directors  may be removed  at any time,  with or
without cause, only by an affirmative vote of the holders of at least 80% of the
issued and outstanding shares of common stock of the corporation.
     ELEVENTH:  In  addition  to the powers  and  authority  hereinbefore  or by
statute  expressly  conferred upon them,  the directors are hereby  empowered to
exercise  all such powers and do all such acts and things as may be exercised or
done by the corporation,  subject,  nevertheless, to the provisions of the DGCL,
this Certificate of Incorporation,  and any By-Laws adopted by the stockholders;
provided,  however,  that no By-Laws hereafter adopted by the stockholders shall
invalidate  any prior act of the  directors  which would have been valid if such
By-Laws had not been adopted.
     TWELFTH:  Meetings of stockholders  may be held within or without the State
of Delaware,  as the By-Laws may provide.  The books of the  corporation  may be
kept  (subject  to any  provision  contained  in the DGCL)  outside the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the By-Laws of the corporation.
     THIRTEENTH:  Any action  required or permitted to be taken at any Annual or
Special  Meeting  of  Stockholders  of the  corporation  may be taken  without a
meeting,  without prior notice,  and without a vote only if a consent in writing
setting  forth  the  action  so  taken  is  signed  by all  the  holders  of the
corporation's issued and outstanding capital stock entitled to vote thereon.
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