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:  ____________________________________
                                            Jackson H. Randolph
                                            Chairman and Chief Executive Officer


WITNESS:



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                                            Executive