Adopted by the Cinergy Corp.
Board of Directors on January 30, 1997


                           1997 AMENDMENTS TO VARIOUS
                         COMPENSATION AND BENEFIT PLANS
                                OF CINERGY CORP.


This document sets forth amendments to various compensation and benefit plans of
Cinergy Corp.  with regard to the definition of "change in control" as contained
in each of the plans. All amendments are effective  January 1, 1997.  Amendments
to the following plans are set forth in this document:

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                      NAME OF PLAN                 DATE PLAN ADOPTED
--------------------------------------------------------------------------------

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Stock Option Plan                                   October 18, 1994
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Performance Shares Plan                             October 18, 1994
--------------------------------------------------------------------------------
Employee Stock Purchase and Savings Plan            October 18, 1994
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Directors' Deferred Compensation Plan               October 18, 1994
--------------------------------------------------------------------------------
Retirement Plan for Directors                       October 18, 1994
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Annual Incentive Plan                               October 18, 1994
--------------------------------------------------------------------------------
1996 Long-Term Incentive Compensation               January 25, 1996
Plan                                   (Approved by shareholders April 26, 1996)
--------------------------------------------------------------------------------
401(k) Excess Plan                                 December 17, 1996
--------------------------------------------------------------------------------
Nonqualified Deferred Incentive                    December 17, 1996
Compensation Plan
--------------------------------------------------------------------------------

(1)  Explanation of Amendments

The definition of "change in control" of Cinergy Corp.  contained in each of the
above referenced plans, is a standard, uniform definition.  Effective January 1,
1997,  each of these plans is amended by  substituting  a new standard,  uniform
definition of "change in control" of Cinergy Corp.





(2)  Amendment to the Cinergy Corp. Stock Option Plan

(a)  Section 18.11 as Amended

Section 18.11, as hereby amended, reads as follows:

"18.11 Change in Control.

Notwithstanding  anything in the Plan to the contrary,  in the event of a Change
in Control of CINergy each unexpired Option and Stock  Appreciation  Right shall
be exercisable, beginning immediately, as to all remaining shares subject to the
Option or subject to the Stock Appreciation Rights.

A 'Change in Control' of CINergy  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of CINergy (not  including in the securities  beneficially  owned by such Person
any securities  acquired  directly from CINergy or its affiliates)  representing
50% or  more  of  the  combined  voting  power  of  CINergy's  then  outstanding
securities,  excluding  any  person  who  becomes  such a  beneficial  owner  in
connection with a transaction described in clause (i) of paragraph (2) below; or

(2) There is consummated a merger or  consolidation  of CINergy or any direct or
indirect  subsidiary  of CINergy  with any other  corporation,  other than (i) a
merger or consolidation  which would result in the voting  securities of CINergy
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined  voting power of the securities of CINergy or such surviving  entity or
any parent thereof  outstanding  immediately after such merger or consolidation,
or (ii) a merger or consolidation  effected to implement a  recapitalization  of
CINergy (or similar transaction) in which no person is or becomes the beneficial
owner,  directly or  indirectly,  of securities of CINergy (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from CINergy or its affiliates  other than in connection with the acquisition by
CINergy  or its  affiliates  of a  business)  representing  25% or  more  of the
combined voting power of CINergy's then outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  CINergy's  Board of  Directors  and any new director
(other than a director whose initial  assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation,   relating  to  the  election  of  directors  of  CINergy)   whose
appointment  or election by  CINergy's  Board of  Directors  or  nomination  for
election by CINergy's  shareholders  was approved or recommended by a vote of at
least  two-thirds  (2/3) of the  directors  then still in office who either were
directors  at the  beginning  of that period or whose  appointment,  election or
nomination for election was previously so approved or recommended  cease for any
reason to constitute a majority of CINergy's Board of Directors; or

(4) The  shareholders  of  CINergy  approve a plan of  complete  liquidation  or
dissolution  of CINergy or there is  consummated  an  agreement  for the sale or
disposition by CINergy of all or substantially  all of CINergy's  assets,  other
than a sale or disposition by CINergy of all or  substantially  all of CINergy's
assets to an entity,  at least 60% of the  combined  voting  power of the voting
securities of which are owned by  shareholders of CINergy in  substantially  the
same proportions as their ownership of CINergy immediately prior to such sale.

Notwithstanding  the  provisions  of Article  13  (Amendment,  Modification  and
Termination  of the Plan),  the foregoing  provisions of this Section may not be
amended by an amendment  to the Plan  effected  within  three years  following a
Change in Control.

If the  immediate  exercisability  of ISOs arising from a 'Change in Control' as
described above would cause the $100,000 limitation applicable to ISOs described
in Section  9.5 (ISOs) to be  exceeded  for an  Optionee,  the  Committee  shall
convert as of the  effective  date of the Change in Control  all or a portion of
the  outstanding  ISOs held by the  Optionee to NSOs to the extent  necessary to
comply  with  the  $100,000  limitation  and to the  extent  permitted  by  Code
Subsection 422(d).  However, if the Committee  determines that conversion is not
permitted  by the Code,  the  Committee  shall not convert the Options and shall
take any and all other steps necessary to accelerate the  exercisability  of the
ISOs to the  maximum  extent  possible  under  Code  Subsection  422(d)  without
exceeding the $100,000 limitation described above."

(3)  Amendment to the Cinergy Corp. Performance Shares Plan

(a)  Article 14 as Amended

Article 14, as hereby amended, reads as follows:

                                   "ARTICLE 14
                               CHANGE IN CONTROL

Notwithstanding  anything in the Plan to the contrary, if a Change in Control of
CINergy occurs, each Corporate Target Goal and Individual Goal in effect for any
applicable  Performance  Period of each  Employer's  Long-Term  Program shall be
deemed  achieved at the  Incentive  Factor level  existing as of the date of the
Change  in  Control  and  each  Participant  shall  be  entitled  to  receive  a
Performance  Award  adjusted  to reflect the actual  period of time  between the
beginning of the  Performance  Period and the date of the Change in Control.  In
addition,  any installment of a Performance Award which has not been distributed
under  Article 8  (Distribution)  as of the date of a Change in Control shall be
immediately distributed to each Participant.

A 'Change in Control' of CINergy  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of CINergy (not  including in the securities  beneficially  owned by such Person
any securities  acquired  directly from CINergy or its affiliates)  representing
50% or  more  of  the  combined  voting  power  of  CINergy's  then  outstanding
securities,  excluding  any  person  who  becomes  such a  beneficial  owner  in
connection with a transaction described in clause (i) of paragraph (2) below; or

(2) There is consummated a merger or  consolidation  of CINergy or any direct or
indirect  subsidiary  of CINergy  with any other  corporation,  other than (i) a
merger or consolidation  which would result in the voting  securities of CINergy
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined  voting power of the securities of CINergy or such surviving  entity or
any parent thereof  outstanding  immediately after such merger or consolidation,
or (ii) a merger or consolidation  effected to implement a  recapitalization  of
CINergy (or similar transaction) in which no person is or becomes the beneficial
owner,  directly or  indirectly,  of securities of CINergy (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from CINergy or its affiliates  other than in connection with the acquisition by
CINergy  or its  affiliates  of a  business)  representing  25% or  more  of the
combined voting power of CINergy's then outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  CINergy's  Board of  Directors  and any new director
(other than a director whose initial  assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation,   relating  to  the  election  of  directors  of  CINergy)   whose
appointment  or election by  CINergy's  Board of  Directors  or  nomination  for
election by CINergy's  shareholders  was approved or recommended by a vote of at
least  two-thirds  (2/3) of the  directors  then still in office who either were
directors  at the  beginning  of that period or whose  appointment,  election or
nomination for election was previously so approved or recommended  cease for any
reason to constitute a majority of CINergy's Board of Directors; or

(4) The  shareholders  of  CINergy  approve a plan of  complete  liquidation  or
dissolution  of CINergy or there is  consummated  an  agreement  for the sale or
disposition by CINergy of all or substantially  all of CINergy's  assets,  other
than a sale or disposition by CINergy of all or  substantially  all of CINergy's
assets to an entity,  at least 60% of the  combined  voting  power of the voting
securities of which are owned by  shareholders of CINergy in  substantially  the
same proportions as their ownership of CINergy immediately prior to such sale.

Notwithstanding  the provisions of Article 17 (Amendment and  Termination),  the
provisions  of this  Article  may not be  amended  by an  amendment  to the Plan
effected within three years following a Change in Control."

(4) Amendment to the Cinergy Corp. Employee Stock Purchase and Savings Plan

(a)  Section 9.14 as Amended

Section 9.14, as hereby amended, reads as follows:

"9.14 Change in Control

Notwithstanding  anything in the Plan to the contrary, if a Change in Control of
CINergy  occurs,  an Eligible  Employee shall have the right within three months
from the Change in Control  (unless the Purchase Date shall first occur in which
event the right may be exercised only on or prior to the Purchase Date) to elect
to purchase all or fewer than all of the shares which he is entitled to purchase
as a result of his  participation  in the  offering  with the  funds,  including
interest,  if any, then on deposit in his Purchase Savings Account or to receive
the funds in cash.

A 'Change in Control' of CINergy  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of CINergy (not  including in the securities  beneficially  owned by such Person
any securities  acquired  directly from CINergy or its affiliates)  representing
50% or  more  of  the  combined  voting  power  of  CINergy's  then  outstanding
securities,  excluding  any  person  who  becomes  such a  beneficial  owner  in
connection with a transaction described in clause (i) of paragraph (2) below; or

(2) There is consummated a merger or  consolidation  of CINergy or any direct or
indirect  subsidiary  of CINergy  with any other  corporation,  other than (i) a
merger or consolidation  which would result in the voting  securities of CINergy
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined  voting power of the securities of CINergy or such surviving  entity or
any parent thereof  outstanding  immediately after such merger or consolidation,
or (ii) a merger or consolidation  effected to implement a  recapitalization  of
CINergy (or similar transaction) in which no person is or becomes the beneficial
owner,  directly or  indirectly,  of securities of CINergy (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from CINergy or its affiliates  other than in connection with the acquisition by
CINergy  or its  affiliates  of a  business)  representing  25% or  more  of the
combined voting power of CINergy's then outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  CINergy's  Board of  Directors  and any new director
(other than a director whose initial  assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation,   relating  to  the  election  of  directors  of  CINergy)   whose
appointment  or election by  CINergy's  Board of  Directors  or  nomination  for
election by CINergy's  shareholders  was approved or recommended by a vote of at
least  two-thirds  (2/3) of the  directors  then still in office who either were
directors  at the  beginning  of that period or whose  appointment,  election or
nomination for election was previously so approved or recommended  cease for any
reason to constitute a majority of CINergy's Board of Directors; or

(4) The  shareholders  of  CINergy  approve a plan of  complete  liquidation  or
dissolution  of CINergy or there is  consummated  an  agreement  for the sale or
disposition by CINergy of all or substantially  all of CINergy's  assets,  other
than a sale or disposition by CINergy of all or  substantially  all of CINergy's
assets to an entity,  at least 60% of the  combined  voting  power of the voting
securities of which are owned by  shareholders of CINergy in  substantially  the
same proportions as their ownership of CINergy immediately prior to such sale.

Notwithstanding  the  provisions  of  Article  11  (Amendments),  the  foregoing
provisions  of this  Section  may not be  amended  by an  amendment  to the Plan
effected within three years following a Change in Control."

(5) Amendment to the Directors' Deferred Compensation Plan

(a) Article 12 as Amended

Article 12, as hereby amended, reads as follows:

                                   "ARTICLE 12
                                CHANGE IN CONTROL

Notwithstanding any other Article, if a Change in Control of CINergy occurs, the
Committee in its sole discretion may elect to accelerate the distribution of all
Fees deferred  under the Plan so that all deferred Fees shall be  distributed to
each  Director  and  former  Director  (or,  in the event of his  death,  to his
Beneficiary) in a single lump sum payment no later than 30 days after the Change
in Control occurs.

A 'Change in Control' of CINergy  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of CINergy (not  including in the securities  beneficially  owned by such Person
any securities  acquired  directly from CINergy or its affiliates)  representing
50% or  more  of  the  combined  voting  power  of  CINergy's  then  outstanding
securities,  excluding  any  person  who  becomes  such a  beneficial  owner  in
connection with a transaction described in clause (i) of paragraph (2) below; or

(2) There is consummated a merger or  consolidation  of CINergy or any direct or
indirect  subsidiary  of CINergy  with any other  corporation,  other than (i) a
merger or consolidation  which would result in the voting  securities of CINergy
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined  voting power of the securities of CINergy or such surviving  entity or
any parent thereof  outstanding  immediately after such merger or consolidation,
or (ii) a merger or consolidation  effected to implement a  recapitalization  of
CINergy (or similar transaction) in which no person is or becomes the beneficial
owner,  directly or  indirectly,  of securities of CINergy (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from CINergy or its affiliates  other than in connection with the acquisition by
CINergy  or its  affiliates  of a  business)  representing  25% or  more  of the
combined voting power of CINergy's then outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  CINergy's  Board of  Directors  and any new director
(other than a director whose initial  assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation,   relating  to  the  election  of  directors  of  CINergy)   whose
appointment  or election by  CINergy's  Board of  Directors  or  nomination  for
election by CINergy's  shareholders  was approved or recommended by a vote of at
least  two-thirds  (2/3) of the  directors  then still in office who either were
directors  at the  beginning  of that period or whose  appointment,  election or
nomination for election was previously so approved or recommended  cease for any
reason to constitute a majority of CINergy's Board of Directors; or

(4) The  shareholders  of  CINergy  approve a plan of  complete  liquidation  or
dissolution  of CINergy or there is  consummated  an  agreement  for the sale or
disposition by CINergy of all or substantially  all of CINergy's  assets,  other
than a sale or disposition by CINergy of all or  substantially  all of CINergy's
assets to an entity,  at least 60% of the  combined  voting  power of the voting
securities of which are owned by  shareholders of CINergy in  substantially  the
same proportions as their ownership of CINergy immediately prior to such sale.

Notwithstanding  the provisions of Article 11 (Amendment and  Termination),  the
provisions  of this Article may not be amended by an amendment  effected  within
three years following a Change in Control."


(6) Amendment to the Cinergy Corp. Retirement Plan for Directors

(a) Article 15 as Amended

Article 15, as hereby amended, reads as follows:

                                   "ARTICLE 15
                         PAYMENTS UPON CHANGE IN CONTROL

Notwithstanding  anything  contained  in the Plan to the  contrary,  following a
Change in Control of CINergy, each Participant (or Beneficiary,  if appropriate)
shall be entitled to receive a lump sum payment of the  actuarial  equivalent of
benefits  accrued and remaining  unpaid as of the date of the Change in Control.
The lump sum equivalent  shall be calculated  assuming the interest rate used by
the Pension Benefit  Guaranty  Corporation in determining the value of immediate
benefits as of the immediately preceding January 1.

A 'Change in Control' of CINergy  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of CINergy (not  including in the securities  beneficially  owned by such Person
any securities  acquired  directly from CINergy or its affiliates)  representing
50% or  more  of  the  combined  voting  power  of  CINergy's  then  outstanding
securities,  excluding  any  person  who  becomes  such a  beneficial  owner  in
connection with a transaction described in clause (i) of paragraph (2) below; or

(2) There is consummated a merger or  consolidation  of CINergy or any direct or
indirect  subsidiary  of CINergy  with any other  corporation,  other than (i) a
merger or consolidation  which would result in the voting  securities of CINergy
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined  voting power of the securities of CINergy or such surviving  entity or
any parent thereof  outstanding  immediately after such merger or consolidation,
or (ii) a merger or consolidation  effected to implement a  recapitalization  of
CINergy (or similar transaction) in which no person is or becomes the beneficial
owner,  directly or  indirectly,  of securities of CINergy (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from CINergy or its affiliates  other than in connection with the acquisition by
CINergy  or its  affiliates  of a  business)  representing  25% or  more  of the
combined voting power of CINergy's then outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  CINergy's  Board of  Directors  and any new director
(other than a director whose initial  assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation,   relating  to  the  election  of  directors  of  CINergy)   whose
appointment  or election by  CINergy's  Board of  Directors  or  nomination  for
election by CINergy's  shareholders  was approved or recommended by a vote of at
least  two-thirds  (2/3) of the  directors  then still in office who either were
directors  at the  beginning  of that period or whose  appointment,  election or
nomination for election was previously so approved or recommended  cease for any
reason to constitute a majority of CINergy's Board of Directors; or

(4) The  shareholders  of  CINergy  approve a plan of  complete  liquidation  or
dissolution  of CINergy or there is  consummated  an  agreement  for the sale or
disposition by CINergy of all or substantially  all of CINergy's  assets,  other
than a sale or disposition by CINergy of all or  substantially  all of CINergy's
assets to an entity,  at least 60% of the  combined  voting  power of the voting
securities of which are owned by  shareholders of CINergy in  substantially  the
same proportions as their ownership of CINergy immediately prior to such sale.

Notwithstanding  the provisions of Article 12 (Amendment and  Termination),  the
provisions  of this  Article  may not be  amended  by an  amendment  to the Plan
effected within three years following a Change in Control."

(7) Amendment to the Cinergy Corp. Annual Incentive Plan

(a) Article 14 as Amended

Article 14, as hereby amended, reads as follows:

                                   "ARTICLE 14
                                CHANGE IN CONTROL

Notwithstanding  anything in the Plan to the contrary, if a Change in Control of
CINergy  occurs,  each  Corporate  Target  Goal  and  Individual  Goal  of  each
Employer's  Annual  Program shall be deemed to have been fully  satisfied at the
Maximum  Incentive  level and each  Participant  shall be entitled to receive an
Incentive  Award in the same  manner as though the Maximum  Incentive  level had
been obtained for the full Performance Period.

A 'Change in Control' of CINergy  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of CINergy (not  including in the securities  beneficially  owned by such Person
any securities  acquired  directly from CINergy or its affiliates)  representing
50% or  more  of  the  combined  voting  power  of  CINergy's  then  outstanding
securities,  excluding  any  person  who  becomes  such a  beneficial  owner  in
connection with a transaction described in clause (i) of paragraph (2) below; or

(2) There is consummated a merger or  consolidation  of CINergy or any direct or
indirect  subsidiary  of CINergy  with any other  corporation,  other than (i) a
merger or consolidation  which would result in the voting  securities of CINergy
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined  voting power of the securities of CINergy or such surviving  entity or
any parent thereof  outstanding  immediately after such merger or consolidation,
or (ii) a merger or consolidation  effected to implement a  recapitalization  of
CINergy (or similar transaction) in which no person is or becomes the beneficial
owner,  directly or  indirectly,  of securities of CINergy (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from CINergy or its affiliates  other than in connection with the acquisition by
CINergy  or its  affiliates  of a  business)  representing  25% or  more  of the
combined voting power of CINergy's then outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  CINergy's  Board of  Directors  and any new director
(other than a director whose initial  assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation,   relating  to  the  election  of  directors  of  CINergy)   whose
appointment  or election by  CINergy's  Board of  Directors  or  nomination  for
election by CINergy's  shareholders  was approved or recommended by a vote of at
least  two-thirds  (2/3) of the  directors  then still in office who either were
directors  at the  beginning  of that period or whose  appointment,  election or
nomination for election was previously so approved or recommended  cease for any
reason to constitute a majority of CINergy's Board of Directors; or

(4) The  shareholders  of  CINergy  approve a plan of  complete  liquidation  or
dissolution  of CINergy or there is  consummated  an  agreement  for the sale or
disposition by CINergy of all or substantially  all of CINergy's  assets,  other
than a sale or disposition by CINergy of all or  substantially  all of CINergy's
assets to an entity,  at least 60% of the  combined  voting  power of the voting
securities of which are owned by  shareholders of CINergy in  substantially  the
same proportions as their ownership of CINergy immediately prior to such sale.

Notwithstanding  the provisions of Article 18 (Amendment and  Termination),  the
provisions  of this  Article  may not be  amended  by an  amendment  to the Plan
effected within three years following a Change in Control."

(8) Amendment to the Cinergy Corp. 1996 Long-Term  Incentive  Compensation  Plan

(a) Section 21.11 as Amended

Section 21.11, as hereby amended, reads as follows:

"21.11 Change in Control.

Notwithstanding  anything in the Plan to the contrary,  in the event of a Change
in Control of Cinergy, unless otherwise provided in the related Award Agreement:
(i) each unexpired Option and Stock  Appreciation Right shall become exercisable
in full,  (ii) all  restrictions  (other than  restrictions  imposed by law) and
conditions  of all  Restricted  Stock (other than  Restricted  Stock  subject to
Performance  Measures),  Dividend  Equivalents and Other Stock-Based Awards then
outstanding shall be deemed satisfied subject to any holding period limitations,
(iii) all Performance Measures of all Performance Shares and Performance Awards,
Restricted Stock,  Dividend  Equivalents and Other  Stock-Based  Awards shall be
deemed fully satisfied at the maximum criteria levels.

A 'Change in Control' of CINergy  shall be deemed to have  occurred if the event
set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of CINergy (not  including in the securities  beneficially  owned by such Person
any securities  acquired  directly from CINergy or its affiliates)  representing
50% or  more  of  the  combined  voting  power  of  CINergy's  then  outstanding
securities,  excluding  any  person  who  becomes  such a  beneficial  owner  in
connection with a transaction described in clause (i) of paragraph (2) below; or

(2) There is consummated a merger or  consolidation  of CINergy or any direct or
indirect  subsidiary  of CINergy  with any other  corporation,  other than (i) a
merger or consolidation  which would result in the voting  securities of CINergy
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined  voting power of the securities of CINergy or such surviving  entity or
any parent thereof  outstanding  immediately after such merger or consolidation,
or (ii) a merger or consolidation  effected to implement a  recapitalization  of
CINergy (or similar transaction) in which no person is or becomes the beneficial
owner,  directly or  indirectly,  of securities of CINergy (not including in the
securities  beneficially  owned by such person any securities  acquired directly
from CINergy or its affiliates  other than in connection with the acquisition by
CINergy  or its  affiliates  of a  business)  representing  25% or  more  of the
combined voting power of CINergy's then outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  CINergy's  Board of  Directors  and any new director
(other than a director whose initial  assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation,   relating  to  the  election  of  directors  of  CINergy)   whose
appointment  or election by  CINergy's  Board of  Directors  or  nomination  for
election by CINergy's  shareholders  was approved or recommended by a vote of at
least  two-thirds  (2/3) of the  directors  then still in office who either were
directors  at the  beginning  of that period or whose  appointment,  election or
nomination for election was previously so approved or recommended  cease for any
reason to constitute a majority of CINergy's Board of Directors; or

(4) The  shareholders  of  CINergy  approve a plan of  complete  liquidation  or
dissolution  of CINergy or there is  consummated  an  agreement  for the sale or
disposition by CINergy of all or substantially  all of CINergy's  assets,  other
than a sale or disposition by CINergy of all or  substantially  all of CINergy's
assets to an entity,  at least 60% of the  combined  voting  power of the voting
securities of which are owned by  shareholders of CINergy in  substantially  the
same proportions as their ownership of CINergy immediately prior to such sale.

Notwithstanding  the  provisions  of Article  16  (Amendment,  Modification  and
Termination  of the Plan),  the foregoing  provisions of this Section may not be
amended by an amendment  to the Plan  effected  within  three years  following a
Change in Control.

If the  immediate  exercisability  of ISOs  arising  from a Change in Control as
described above would cause the $100,000 limitation applicable to ISOs described
in Section 8.1 (Types of Option) to be exceeded for an Optionee,  the  Committee
shall convert as of the effective date of the Change in Control all or a portion
of the outstanding  ISOs held by the Optionee to NSOs to the extent necessary to
comply  with  the  $100,000  limitation  and to the  extent  permitted  by  Code
Subsection 422(d).  However, if the Committee  determines that conversion is not
permitted  by the Code,  the  Committee  shall not convert the Options and shall
take any and all other steps necessary to accelerate the  exercisability  of the
ISOs to the  maximum  extent  possible  under  Code  Subsection  422(d)  without
exceeding the $100,000 limitation described above."

(9) Amendment to the Cinergy Corp. 401(k) Excess Plan

(a) Section 5.2 as Amended

Section 5.2, as hereby amended, reads as follows:

"5.2 Distribution Upon a Change in Control.

Notwithstanding  any other Section, if a Change in Control occurs, the Committee
in  its  sole  discretion  may  elect  to  accelerate  the   distribution  of  a
Participant's  Accounts so that a Participant's Accounts shall be distributed to
the Participant  (or, in the event of his death, to his Beneficiary) in a single
lump sum payment no later than 30 days after the Change in Control occurs.

A 'Change in  Control' of the  Company  shall be deemed to have  occurred if the
event set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of the Company  (not  including  in the  securities  beneficially  owned by such
Person any  securities  acquired  directly  from the Company or its  affiliates)
representing  50% or more of the  combined  voting power of the  Company's  then
outstanding securities, excluding any person who becomes such a beneficial owner
in connection with a transaction described in clause (i) of paragraph (2) below;
or

(2) There is consummated a merger or  consolidation of the Company or any direct
or indirect subsidiary of the Company with any other corporation, other than (i)
a merger or  consolidation  which would result in the voting  securities  of the
Company outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining  outstanding or by being converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined voting power of the securities of the Company or such surviving  entity
or  any  parent   thereof   outstanding   immediately   after  such   merger  or
consolidation,  or (ii) a  merger  or  consolidation  effected  to  implement  a
recapitalization  of the Company (or similar  transaction) in which no person is
or becomes the beneficial  owner,  directly or indirectly,  of securities of the
Company (not including in the securities  beneficially  owned by such person any
securities  acquired  directly from the Company or its affiliates  other than in
connection  with the acquisition by the Company or its affiliates of a business)
representing  25% or more of the  combined  voting power of the  Company's  then
outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  the Board of Directors  and any new director  (other
than a director  whose initial  assumption  of office is in  connection  with an
actual or threatened  election  contest,  including but not limited to a consent
solicitation,  relating  to the  election of  directors  of the  Company)  whose
appointment  or election by the Board of Directors or nomination for election by
the Company's  shareholders  was approved or  recommended  by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of that period or whose appointment, election or nomination for
election  was  previously  so  approved or  recommended  cease for any reason to
constitute a majority of the Board of Directors; or

(4) The  shareholders of the Company  approve a plan of complete  liquidation or
dissolution  of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially  all of the Company's assets,
other than a sale or disposition by the Company of all or  substantially  all of
the Company's assets to an entity,  at least 60% of the combined voting power of
the  voting  securities  of which are owned by  shareholders  of the  Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale."

(10) Amendment to the Cinergy Corp. Nonqualified Deferred Incentive Compensation
Plan

a) Section 5.2 as Amended

Section 5.2, as hereby amended, reads as follows:

"5.2 Distribution Upon a Change in Control.

Notwithstanding  any other Section, if a Change in Control occurs, the Committee
in  its  sole  discretion  may  elect  to  accelerate  the   distribution  of  a
Participant's  Account so that a  Participant's  Account shall be distributed to
the Participant  (or, in the event of his death, to his Beneficiary) in a single
lump sum payment no later than 30 days after the Change in Control occurs.

A 'Change in  Control' of the  Company  shall be deemed to have  occurred if the
event set forth in any one of the following paragraphs shall have occurred:

(1) Any  'person'  or  'group'  (within  the  meaning  of  Subsection  13(d) and
Paragraph  14(d)(2)  of the 1934 Act is or  becomes  the  beneficial  owner  (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of the Company  (not  including  in the  securities  beneficially  owned by such
Person any  securities  acquired  directly  from the Company or its  affiliates)
representing  50% or more of the  combined  voting power of the  Company's  then
outstanding securities, excluding any person who becomes such a beneficial owner
in connection with a transaction described in clause (i) of paragraph (2) below;
or

(2) There is consummated a merger or  consolidation of the Company or any direct
or indirect subsidiary of the Company with any other corporation, other than (i)
a merger or  consolidation  which would result in the voting  securities  of the
Company outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining  outstanding or by being converted into voting
securities  of the surviving  entity or any parent  thereof) at least 50% of the
combined voting power of the securities of the Company or such surviving  entity
or  any  parent   thereof   outstanding   immediately   after  such   merger  or
consolidation,  or (ii) a  merger  or  consolidation  effected  to  implement  a
recapitalization  of the Company (or similar  transaction) in which no person is
or becomes the beneficial  owner,  directly or indirectly,  of securities of the
Company (not including in the securities  beneficially  owned by such person any
securities  acquired  directly from the Company or its affiliates  other than in
connection  with the acquisition by the Company or its affiliates of a business)
representing  25% or more of the  combined  voting power of the  Company's  then
outstanding securities; or

(3) During any period of two consecutive years, individuals who at the beginning
of that period  constitute  the Board of Directors  and any new director  (other
than a director  whose initial  assumption  of office is in  connection  with an
actual or threatened  election  contest,  including but not limited to a consent
solicitation,  relating  to the  election of  directors  of the  Company)  whose
appointment  or election by the Board of Directors or nomination for election by
the Company's  shareholders  was approved or  recommended  by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of that period or whose appointment, election or nomination for
election  was  previously  so  approved or  recommended  cease for any reason to
constitute a majority of the Board of Directors; or

(4) The  shareholders of the Company  approve a plan of complete  liquidation or
dissolution  of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially  all of the Company's assets,
other than a sale or disposition by the Company of all or  substantially  all of
the Company's assets to an entity,  at least 60% of the combined voting power of
the  voting  securities  of which are owned by  shareholders  of the  Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale."

These  Amendments are executed and approved by the duly  authorized  officers of
Cinergy Corp., effective as of January 1, 1997.


                                    CINERGY CORP.




                        By: _____________________________
                                   James E. Rogers
                                  Vice Chairman and
                               Chief Executive Officer

                       Dated: ___________________________


Approved:



By:  _____________________________
            Cheryl M. Foley
    Vice President, General Counsel
       and Corporate Secretary

Dated:  ___________________________