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                                AMENDED AND RESTATED
                                EMPLOYMENT AGREEMENT


       This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into
as of the 30th day of December, 1999 (the "Effective Date"), by and between
Cinergy and James E. Rogers (the "Executive").  This Agreement replaces and
supersedes any and all prior employment agreements between Cinergy and the
Executive.  The capitalized words and terms used throughout this Agreement are
defined in Section 11.

                                       RECITALS

       A.     The Executive is currently serving as Vice Chairman, President,
and Chief Executive Officer of the Company, and Cinergy desires to secure the
continued employment of the Executive in accordance with this Agreement.

       B.     The Executive is willing to continue to remain in the employ of
Cinergy, and any successor to Cinergy, on the terms and conditions set forth in
this Agreement.

       C.     The parties intend that this Agreement will replace and supersede
any and all prior employment agreements between Cinergy (or any component
company or business unit of Cinergy) and the Executive.


                                     AGREEMENT

       In consideration of the mutual premises, covenants and agreements set
forth below, the parties agree as follows:

1.     EMPLOYMENT AND TERM

       a.     Cinergy, and any successor to Cinergy, agree to employ the
              Executive, and the Executive agrees to remain in the employ of
              Cinergy, in accordance with the terms and provisions of this
              Agreement, for the Employment Period set forth in Subsection b.
              The parties agree that the Company will be responsible for
              carrying out all of the premises, covenants, and agreements of
              Cinergy set forth in this Agreement.

       b.     The Employment Period of this Agreement will commence as of the
              Effective Date and continue until December 31, 2002; provided
              that, commencing on December 31, 2000, and on each subsequent
              December 31, the Employment Period will be extended for one (1)
              additional year unless either party gives the other party written
              notice not to extend this Agreement at least ninety (90) days
              before the extension would otherwise become effective.

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2.     DUTIES AND POWERS OF EXECUTIVE

              a.     POSITION.  The Executive will serve Cinergy as Vice
              Chairman, President, and Chief Executive Officer of the
              Company, and he will have such responsibilities, duties, and
              authority as are customary for someone of that position,
              including those set forth in Annex A to this Agreement, and
              such additional duties, consistent with his position, as may be
              assigned to him from time to time during the Employment Period
              by the Board of Directors.  During the Employment Period, the
              Company will cause the Executive to be nominated as Vice
              Chairman of the Board of Directors at the annual meeting of
              Cinergy's shareholders.

              b.     PLACE OF PERFORMANCE.  In connection with the
              Executive's employment, the Executive will be based at the
              principal executive offices of Cinergy, 221 East Fourth Street,
              Cincinnati, Ohio, and, except for required business travel to
              an extent substantially consistent with the present business
              travel obligations of Cinergy executives who have positions of
              authority comparable to that of the Executive, the Executive
              will not be required to relocate to a new principal place of
              business that is more than thirty (30) miles from Cinergy's
              current principal executive offices.

3.     COMPENSATION.  The Executive will receive the following compensation for
       his services under this Agreement.

              a.     SALARY.  The Executive's Annual Base Salary, payable not
              less often than semi-monthly, will be at the annual rate of not
              less than $810,000.00.  The Board of Directors may, from time
              to time, increase the Annual Base Salary as the Board of
              Directors deems to be necessary or desirable, including without
              limitation adjustments to reflect increases in the cost of
              living.  Any increase in the Annual Base Salary will not serve
              to limit or reduce any other obligation of Cinergy under this
              Agreement.  The Annual Base Salary will not be reduced except
              for across-the-board salary reductions similarly affecting all
              Cinergy management personnel.  If Annual Base Salary is
              increased during the Employment Period, then the increased
              salary will be the Annual Base Salary for all purposes under
              this Agreement.

              b.     RETIREMENT, INCENTIVE, WELFARE BENEFIT PLANS AND OTHER
              BENEFITS. During the Employment Period, the Executive will be
              eligible, and Cinergy will take all necessary action 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 Cinergy who are
              considered Tier II executives for compensation purposes, except
              with respect to any plan, practice, policy or program to which
              the Executive has waived his rights in writing.

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              In addition, Cinergy will assume and continue the Split Dollar
              Agreement and the Deferred Compensation Agreement.
              Notwithstanding anything in this Agreement to the contrary, in
              the event that Cinergy or any successor fails to assume,
              breaches, or, at any time during their respective terms,
              terminates, modifies, amends, or in any way affects, to the
              Executive's detriment and without his consent, the Split Dollar
              Agreement or the Deferred Compensation Agreement, then the
              Executive will be entitled to: (i) in the case of the Deferred
              Compensation Agreement, those amounts that are described in
              Section 16 of the Deferred Compensation Agreement, and (ii) in
              the case of the Split Dollar Agreement, those amounts that are
              described in Section 12 of the Split Dollar Agreement.

              If the Executive retires after reaching age 50, the Executive will
              be entitled and fully vested in a supplemental retirement benefit
              equal to the difference between (1) his total benefit under all
              Executive Retirement Plans, and (2) 60% of the Executive's Highest
              Average Earnings times a fraction, the numerator of which is the
              Executive's Years of Participation and the denominator of which is
              35.  If, however, the Executive's employment is terminated
              following a Change in Control, for any reason other than Cause,
              the Executive will be entitled to a supplemental retirement
              benefit equal to the difference between (1) his total benefit
              under all Executive Retirement Plans, and (2) 60% of the
              Executive's Highest Average Earnings. The form, timing, and method
              of payment of the supplemental retirement benefit payable under
              this Paragraph will be the same as those elected by the Executive
              under the Pension Plan.  If the Executive dies after reaching age
              50 but prior to his retirement, and if his Spouse, on the date of
              his death, is living on the date the first installment of the
              supplemental retirement benefit would be payable under this
              Paragraph, the Spouse will be entitled to receive the supplemental
              retirement benefit as a Spouse's benefit.  The form, timing, and
              method of payment of any Spouse's benefit under this Paragraph
              will be the same as those applicable to the Spouse under the
              Pension Plan.

              Upon his retirement on or after having attained age fifty (50),
              the Executive will be eligible for comprehensive medical and
              dental insurance pursuant to the terms of the Retirees' Medical
              Plan and the Retirees' Dental Plan.  The Executive, however, will
              receive the full subsidy provided by Cinergy to retirees for
              purposes of determining the amount of monthly premiums due from
              the Executive.

              The Executive will be a participant in the Annual Incentive Plan,
              and the Executive will be paid pursuant to that plan an annual
              benefit of up to ninety percent (90%) of the Executive's Annual
              Base Salary, with a target of no less than forty percent (40%) of
              the Executive's Annual Base Salary (the "Target Annual Bonus").

              The Executive will be a participant in the Long-Term Incentive
              Plan (the "LTIP"), and the Executive's annualized target award
              opportunity under the LTIP will be

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              equal to no less than one hundred percent (100%) of his Annual
              Base Salary (the "Target LTIP Bonus").

              c.     FRINGE BENEFITS AND PERQUISITES.  During the Employment
              Period, the Executive will be entitled to the following
              additional fringe benefits:

              (i)    Cinergy will furnish to the Executive an automobile and
                     will pay all of the related expenses for gasoline,
                     insurance, maintenance, and repairs.

              (ii)   Cinergy will pay the initiation fee and the annual dues,
                     assessments, and other membership charges of the Executive
                     for membership in the country clubs and associations of the
                     Executive's choice that are used for business purposes.

              (iii)  Cinergy will provide paid vacation for four (4) weeks per
                     year (or longer if permitted by Cinergy's policy).

              (iv)   Cinergy will furnish to the Executive annual financial
                     planning and tax preparation services.  In addition, the
                     Executive will be entitled to receive such other fringe
                     benefits in accordance with Cinergy plans, practices,
                     programs, and policies in effect from time to time,
                     commensurate with his position and at least comparable to
                     those received by other Cinergy senior executives.

              d.     EXPENSES.  Cinergy agrees to reimburse the Executive for
              all expenses, including those for travel and entertainment,
              properly incurred by him in the performance of his duties under
              this Agreement in accordance with the policies established from
              time to time by the Board of Directors.

              e.     RELOCATION BENEFITS.  Following termination of the
              Executive's employment for any reason (other than death), the
              Executive will be entitled to reimbursement from Cinergy for
              the reasonable costs of relocating from the Cincinnati, Ohio,
              area to a new primary residence in a manner that is consistent
              with the terms of the Relocation Program.

4.     TERMINATION OF EMPLOYMENT

              a.     DEATH.  The Executive's employment will terminate
              automatically upon the Executive's death during the Employment
              Period.

              b.     BY CINERGY FOR CAUSE.  Cinergy may terminate the
              Executive's employment during the Employment Period for Cause.
              For purposes of this Employment Agreement, "Cause" means the
              conviction of the Executive for the commission of a felony
              that, at the time of its commission, has a materially adverse
              effect on Cinergy.

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       c.     BY CINERGY WITHOUT CAUSE.  Cinergy may, upon at least 30 days
              advance written notice to the Executive, terminate the Executive's
              employment during the Employment Period for a reason other than
              Cause, but the obligations placed upon Cinergy in Section 5 will
              apply.

       d.     BY THE EXECUTIVE FOR GOOD REASON.  The Executive may terminate his
              employment during the Employment Period for Good Reason.  For
              purposes of this Agreement, "Good Reason" means the following:

              (i)    A reduction in the Executive's Annual Base Salary, except
                     for across-the-board salary reductions similarly affecting
                     all Cinergy management personnel, or a reduction in any
                     other benefit or payment described in Section 3 of this
                     Agreement, except for changes to the employee benefits
                     programs affecting all Cinergy management personnel,
                     provided that those changes (either individually or in the
                     aggregate) will not result in a material adverse change
                     with respect to the benefits to which the Executive was
                     entitled as of the Effective Date.

              (ii)   The material reduction without his consent of the
                     Executive's title, authority, duties, or responsibilities
                     from those in effect immediately prior to the reduction or
                     a material adverse change in the Executive's reporting
                     responsibilities.

              (iii)  Any breach by Cinergy of any other material provision of
                     this Agreement (including but not limited to the place of
                     performance as specified in Subsection 2b).

              (iv)   The Executive's disability due to physical or mental
                     illness or injury that precludes the Executive from
                     performing any job for which he is qualified and able to
                     perform based upon his education, training or experience.

              (v)    A failure by the Company to require any successor entity to
                     the Company specifically to assume all of the Company's
                     obligations to the Executive under this Agreement.

       e.     BY THE EXECUTIVE WITHOUT GOOD REASON.  The Executive may terminate
              his employment without Good Reason upon prior written notice to
              the Company.

       f.     NOTICE OF TERMINATION.  Any termination of the Executive's
              employment by Cinergy or by the Executive during the Employment
              Period (other than a termination due to the Executive's death)
              will be communicated by a written Notice of Termination to the
              other party to this Agreement in accordance with Subsection 12b.
              For purposes of this Agreement, a "Notice of Termination" means a
              written notice that meets the following requirements:

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              (i)    The notice indicates the specific termination provision in
                     this Agreement relied upon as the basis for termination.

              (ii)   To the extent applicable, the notice sets forth in
                     reasonable detail the facts
                     and circumstances claimed to provide a basis for
                     termination of the Executive's employment under the
                     provision specified pursuant to Paragraph (i).

              (iii)  If the Date of Termination is other than the date of
                     receipt of the notice, the notice specifies the Date of
                     Termination, which will be no more than 30 days after the
                     date the notice was given. The failure by the Executive or
                     Cinergy to set forth in the Notice of Termination any fact
                     or circumstances that contributes to a showing of Good
                     Reason or Cause will not waive any right of the Executive
                     or Cinergy under this Agreement or preclude the Executive
                     or Cinergy from asserting that fact or circumstance in
                     enforcing rights under this Agreement.

              (iv)   A Notice of Termination for Cause after a Change in Control
                     has occurred must include a copy of a resolution duly
                     adopted by the affirmative vote of not less three quarters
                     (3/4) of the entire membership of the Board of Directors at
                     a meeting of the Board of Directors called and held for the
                     purpose of considering the termination.  The resolution
                     must include a finding that, in the good faith opinion of
                     the Board of Directors, the Executive was guilty of conduct
                     set forth in the definition of Cause, and it must specify
                     the particulars of the conduct in detail.

5.     OBLIGATIONS OF CINERGY UPON TERMINATION.

       a.     CERTAIN TERMINATIONS.

              (i)    If a Termination occurs during the Employment Period,
                     Cinergy will pay to the Executive a lump sum amount, in
                     cash, equal to the sum of the following Accrued
                     Obligations:

                     (1)    the Executive's Annual Base Salary through the Date
                            of Termination to the extent not previously paid;

                     (2)    an amount equal to the AIP Benefit for the fiscal
                            year that includes the Date of Termination
                            multiplied by a fraction, the numerator of which
                            is the number of days from the beginning of that
                            fiscal year to and including the Date of
                            Termination and the denominator of which is three
                            hundred and sixty-five (365).  The AIP Benefit
                            will be determined using a percentage determined
                            by the Board of Directors, in its discretion, up
                            to the maximum percentage specified in Subsection
                            3b, but no less than the Target Annual

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                            Bonus.

                     (3)    any compensation previously deferred by the
                            Executive (together with any accrued interest or
                            earnings) and any accrued vacation pay, in each case
                            to the extent not previously paid.

                     The Accrued Obligations described in this Paragraph 5a(i)
                     will be paid within thirty (30) days after the Date of
                     Termination.  These Accrued Obligations are payable to the
                     Executive regardless of whether a Change in Control has
                     occurred.

              (ii)   Prior to the occurrence of a Change in Control, and in the
                     event of (A) a Termination other than by reason of the
                     Executive's death, or (B) the Executive's termination of
                     his employment during the Employment Period for Good
                     Reason, Cinergy will pay the Accrued Obligations, and
                     Cinergy will have the following obligations:

                     (1)    Cinergy will pay to the Executive a lump sum amount,
                            in cash, equal to three (3) times the sum of the
                            Annual Base Salary and the AIP Benefit.  For this
                            purpose, the Annual Base Salary will be at the rate
                            in effect at the time Notice of Termination is given
                            (without giving effect to any reduction in Annual
                            Base Salary, if any, prior to the termination).  The
                            AIP Benefit will be determined using a percentage
                            determined by the Chief Executive Officer, in his
                            discretion, which will not be less than the
                            Executive's annual target percentage for the fiscal
                            year in which the Termination occurs and will not be
                            greater than the maximum percentage specified in
                            Subsection 3b.  This lump sum will be paid within
                            thirty (30) days of the Date of Termination.

                     (2)    Cinergy will pay to the Executive the value of all
                            deferred compensation amounts and all executive life
                            insurance benefits whether or not they are otherwise
                            currently vested or payable.  Payment will be made
                            in accordance with the terms of the applicable plan
                            or program.

                     (3)    Cinergy will pay to the Executive, within 30 days of
                            the Date of Termination, a lump sum amount, in cash,
                            equal to the present value, discounted at the Prime
                            Rate, of all benefits to which the Executive would
                            have been entitled had he remained employed by
                            Cinergy until the end of the Employment Period,
                            each, where applicable, at the rate of Annual Base
                            Salary, and using the same goals and factors, in
                            effect at the time Notice of Termination is given,
                            under the Value Creation Plan of the LTIP, the
                            Performance Shares Plan, and the Executive
                            Supplemental Life Insurance

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                            Program, minus the present value, discounted at
                            the Prime Rate, of the benefits to which he is
                            actually entitled under these plans and programs.

                     (4)    Except as provided under Clauses (A) and (B) below,
                            Cinergy will continue, until the end of the
                            Employment Period, medical and dental benefits to
                            the Executive and/or the Executive's family at least
                            equal to those that would have been provided if the
                            Executive's employment had not been terminated
                            (excluding benefits to which the Executive has
                            waived his rights in writing).  The benefits
                            described in the preceding sentence will be in
                            accordance with the medical and welfare benefit
                            plans, practices, programs, or policies of Cinergy
                            (the "M&W Plans") as then currently in effect and
                            applicable generally to other Cinergy senior
                            executives and their families.

                            (A)    If, as of the Executive's Date of
                            Termination, the Executive meets the eligibility
                            requirements for Cinergy's retiree medical and
                            welfare benefit plans, the provision of those
                            retiree medical and welfare benefit plans to the
                            Executive will satisfy Cinergy's obligation under
                            this Subparagraph 5a(ii)(3).

                            (B)    If, as of the Executive's Date of
                            Termination, the provision to the Executive of
                            the M&W Plan benefits described in this
                            Subparagraph 5a(ii)(3) would either (1) violate
                            the terms of the M&W Plans or (2) violate any of
                            the Code's nondiscrimination requirements
                            applicable to the M&W Plans, then Cinergy, in its
                            sole discretion, may elect to pay the Executive,
                            in lieu of the M&W Plan benefits described under
                            this Subparagraph 5a(ii)(3), a lump sum cash
                            payment equal to the total monthly premiums that
                            would have been paid by Cinergy for the Executive
                            under the M&W Plans from the Date of Termination
                            through the end of the Employment Period.
                            Nothing in this Clause will affect the
                            Executive's right to elect COBRA continuation
                            coverage under a M&W Plan in accordance with
                            applicable law.

                            (C)    If the Executive becomes employed by another
                            employer and is eligible to receive medical or other
                            welfare benefits under another employer-provided
                            plan, any benefits provided to the Executive under
                            the M&W Plans will be secondary to those provided
                            under the other employer-provided plan during the
                            Executive's applicable period of

<PAGE>

                            eligibility.

                     (5)    Ownership of the automobile assigned to the
                            Executive by Cinergy will be transferred to the
                            Executive within 30 days of the Date of Termination.
                            The effect of this transfer will be grossed up for
                            federal and state income taxes as soon as
                            administratively feasible after the transfer is
                            effective.

                     (6)    Cinergy will provide tax counseling services through
                            an agency selected by the Executive, not to exceed
                            Fifteen Thousand Dollars ($15,000.00) in cost.

              (iii)  In the event of Termination by Cinergy or by the Executive
                     for Good Reason during the twenty-four (24) month period
                     after the occurrence of a Change in Control, then in lieu
                     of any further salary payments to the Executive for periods
                     subsequent to the Date of Termination and in lieu of any
                     other benefits payable pursuant to Paragraph 5a(ii),
                     Cinergy will have the following obligations:

                     (1)    Cinergy will pay to the Executive a lump sum
                            severance payment, in cash, equal to the greater of:

                            (A)    the present value of all amounts and benefits
                                   that would have been due under Paragraph
                                   5a(ii), excluding Subparagraphs 5a(ii)(3),
                                   5a(ii)(4), 5a(ii)(5), or

                            (B)    three (3) times the sum of (x) the higher of
                                   the Executive's Annual Base Salary in effect
                                   immediately prior to the occurrence of the
                                   event or circumstance upon which the Notice
                                   of Termination is based or in effect
                                   immediately prior to the Change in Control,
                                   and (y) the higher of the amount paid to the
                                   Executive pursuant to all annual incentive
                                   compensation or bonus plans or programs
                                   maintained by Cinergy in the year preceding
                                   that in which the Date of Termination occurs
                                   or in the year preceding that in which the
                                   Change in Control occurs; and

                     (2)    For a thirty-six (36) month period after the Date of
                            Termination, Cinergy will arrange to provide the
                            Executive with life, disability, accident, and
                            health insurance benefits substantially similar to
                            those that the Executive is receiving immediately
                            prior to the Notice of Termination (without giving
                            effect to any reduction in those benefits subsequent
                            to a Change in Control that constitutes Good
                            Reason), except for any benefits that were waived by
                            the Executive in writing.  If Cinergy arranges to
                            provide the Executive with life,

<PAGE>

                            disability, accident, and health insurance
                            benefits, those benefits will be reduced to the
                            extent comparable benefits are actually received
                            by or made available to the Executive without
                            cost during the thirty-six (36) month period
                            following the Executive's Date of Termination.
                            The Executive must report to Cinergy any such
                            benefits that he actually receives.  In lieu of
                            the benefits described in the preceding
                            sentences, Cinergy, in its sole discretion, may
                            elect to pay to the Executive a lump sum cash
                            payment equal to thirty-six (36) times the
                            monthly premiums that would have been paid by
                            Cinergy to provide those benefits to the
                            Executive.  Nothing in this Subparagraph
                            5a(iii)(2) will affect the Executive's right to
                            elect COBRA continuation coverage in accordance
                            with applicable law.

                     (3)    Ownership of the automobile assigned to the
                            Executive by Cinergy will be transferred to the
                            Executive within 30 days of the Date of Termination.
                            The effect of this transfer will be grossed up for
                            federal and state income taxes as soon as
                            administratively feasible after the transfer is
                            effective.

                     (4)    Cinergy will provide tax counseling services through
                            an agency selected by the Executive, not to exceed
                            Fifteen Thousand Dollars ($15,000.00) in cost.

                     For purposes of this Paragraph (iii), the Executive will be
                     deemed to have incurred a Termination following a Change in
                     Control if the Executive's employment is terminated prior
                     to a Change in Control, without Cause at the direction of a
                     Person who has entered into an agreement with Cinergy, the
                     consummation of which will constitute a Change in Control,
                     or if the Executive terminates his employment for Good
                     Reason prior to a Change in Control if the circumstances or
                     event that constitutes Good Reason occurs at the direction
                     of such a Person.

       b.     TERMINATION BY CINERGY FOR CAUSE OR BY THE EXECUTIVE OTHER THAN
              FOR GOOD REASON.  Subject to the provisions of Subsections 5c and
              Section 7, if the Executive's employment is terminated for Cause
              during the Employment Period, or if the Executive terminates
              employment during the Employment Period other than a termination
              for Good Reason, Cinergy will have no further obligations to the
              Executive under this Agreement other than the obligation to pay to
              the Executive the Accrued Obligations, plus any other earned but
              unpaid compensation, in each case to the extent not previously
              paid.


       c.     CERTAIN TAX CONSEQUENCES.


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              (i)    In the event that any Severance Benefits paid or payable to
                     the Executive or for his benefit pursuant to the terms of
                     this Agreement or otherwise in connection with, or arising
                     out of, his employment with Cinergy or a change in
                     ownership or effective control of Cinergy or of a
                     substantial portion of its assets (a "Payment" or
                     "Payments") would be subject to any Excise Tax, then the
                     Executive will be entitled to receive an additional payment
                     (a "Gross-Up Payment") in an amount such that after payment
                     by the Executive of all taxes (including any interest,
                     penalties, additional tax, or similar items imposed with
                     respect thereto and the Excise Tax), including any Excise
                     Tax imposed upon the Gross-Up Payment, the Executive
                     retains an amount of the Gross-Up Payment equal to the
                     Excise Tax imposed upon the Payments.

              (ii)   An initial determination as to whether a Gross-Up Payment
                     is required pursuant to this Agreement and the amount of
                     that Gross-Up Payment will be made at Cinergy's expense by
                     an Accounting Firm selected by the Executive and reasonably
                     acceptable to Cinergy.  The Accounting Firm will provide
                     its determination, together with detailed supporting
                     calculations and documentation, to Cinergy and the
                     Executive within 10 days after the Date of Termination, or
                     such other time as requested by Cinergy or by the
                     Executive, and if the Accounting Firm determines that no
                     Excise Tax is payable by the Executive with respect to a
                     Payment or Payments, it will furnish the Executive with an
                     opinion reasonably acceptable to the Executive that no
                     Excise Tax will be imposed with respect to any such Payment
                     or Payments.  Within 10 days after the Accounting Firm
                     delivers its determination to the Executive, the Executive
                     will have the right to dispute the determination.  The
                     Gross-Up Payment, if any, as determined pursuant to this
                     Subsection 5c will be paid by Cinergy to the Executive
                     within five days of the receipt of the Accounting Firm's
                     determination.  The existence of a dispute will not in any
                     way affect the Executive's right to receive the Gross-Up
                     Payment in accordance with the determination.  If there is
                     no dispute, the determination will be binding, final, and
                     conclusive upon Cinergy and the Executive.  If there is a
                     dispute, then Cinergy and the Executive will together
                     select a second Accounting Firm, which will review the
                     determination and the Executive's basis for the dispute and
                     then will render its own determination, which will be
                     binding, final, and conclusive on Cinergy and on the
                     Executive.  Cinergy will bear all costs associated with
                     that determination, unless the determination is not greater
                     than the initial determination, in which case all such
                     costs will be borne by the Executive.

              (iii)  The value of any non-cash benefits or any deferred payment
                     or benefit paid or payable to the Executive will be
                     determined in accordance with the principles of Code
                     paragraphs 280G(d)(3) and (4).  For purposes of

<PAGE>

                     determining the amount of the Gross-Up Payment, the
                     Executive will be deemed to pay federal income taxes at
                     the highest marginal rate of federal income taxation in
                     the calendar year in which the Gross-Up Payment is to be
                     made and applicable state and local income taxes at the
                     highest marginal rate of taxation in the state and
                     locality of the Executive's residence on the Date of
                     Termination, net of the maximum reduction in federal
                     income taxes that would be obtained from deduction of
                     those state and local taxes.

              (iv)   Notwithstanding anything contained in this Agreement to the
                     contrary, in the event that, according to the Accounting
                     Firm's determination, an Excise Tax will be imposed on any
                     Payment or Payments, Cinergy will pay to the applicable
                     government taxing authorities as Excise Tax withholding,
                     the amount of the Excise Tax that Cinergy has actually
                     withheld from the Payment or Payments in accordance with
                     law.

       d.     VALUE CREATION PLAN AND STOCK OPTIONS.  Upon the Executive's
              termination of employment for any reason, the Executive's
              entitlement to restricted shares and performance shares under the
              Value Creation Plan and any stock options granted under the Stock
              Option Plan or the LTIP will be determined under the terms of the
              appropriate plan and any applicable administrative guidelines and
              written agreements.

       e.     OTHER FEES AND EXPENSES.  Cinergy will also pay to the Executive
              all legal fees and expenses incurred by the Executive in
              successfully disputing a Termination that entitles the Executive
              to Severance Benefits.  Payment will be made within five (5)
              business days after delivery of the Executive's written request
              for payment accompanied by such evidence of fees and expenses
              incurred as Cinergy reasonably may require.

6.     NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement will prevent or
       limit the Executive's continuing or future participation in any benefit,
       plan, program, policy, or practice provided by Cinergy and for which the
       Executive may qualify, except with respect to any benefit to which the
       Executive has waived his rights in writing or any plan, program, policy,
       or practice that expressly excludes the Executive from participation.  In
       addition, nothing in this Agreement will limit or otherwise affect the
       rights the Executive may have under any other contract or agreement with
       Cinergy entered into after the Effective Date.  Amounts that are vested
       benefits or that the Executive is otherwise entitled to receive under any
       benefit, plan, program, policy, or practice of, or any contract or
       agreement entered into after the Effective Date with Cinergy, at or
       subsequent to the Date of Termination, will be payable in accordance with
       that benefit, plan, program, policy or practice, or that contract or
       agreement, except as explicitly modified by this Agreement.

7.     FULL SETTLEMENT:  MITIGATION.  Cinergy's obligation to make the payments
       provided for in this Agreement and otherwise to perform its obligations
       under this Agreement will not be

<PAGE>

       affected by any set-off, counterclaim, recoupment, defense, or other
       claim, right, or action that Cinergy may have against the Executive or
       others.  In no event will the Executive be obligated to seek other
       employment or take any other action by way of mitigation of the
       amounts (including amounts for damages for breach) payable to the
       Executive under any of the provisions of this Agreement and, except as
       provided in Subparagraphs 5a(ii)(3) and 5a(iii)(2), those amounts will
       not be reduced simply because the Executive obtains other employment.
       If the Executive finally prevails on the substantial claims brought
       with respect to any dispute between Cinergy and the Executive as to
       the interpretation, terms, validity, or enforceability of (including
       any dispute about the amount of any payment pursuant to) this
       Agreement, Cinergy agrees to pay all reasonable legal fees and
       expenses that the Executive may reasonably incur as a result of that
       dispute.

8.     ARBITRATION.  The parties agree that any dispute, claim, or controversy
       based on common law, equity, or any federal, state, or local statute,
       ordinance, or regulation (other than workers' compensation claims)
       arising out of or relating in any way to the Executive's employment, the
       terms, benefits, and conditions of employment, or concerning this
       Agreement or its termination and any resulting termination of employment,
       including whether such a dispute is arbitrable, shall be settled by
       arbitration.  This agreement to arbitrate includes but is not limited to
       all claims for any form of illegal discrimination, improper or unfair
       treatment or dismissal, and all tort claims.  The Executive will still
       have a right to file a discrimination charge with a federal or state
       agency, but the final resolution of any discrimination claim will be
       submitted to arbitration instead of a court or jury.  The arbitration
       proceeding will be conducted under the employment dispute resolution
       arbitration rules of the American Arbitration Association in effect at
       the time a demand for arbitration under the rules is made.  The decision
       of the arbitrator(s), including determination of the amount of any
       damages suffered, will be exclusive, final, and binding on all parties,
       their heirs, executors, administrators, successors and assigns.  Each
       party will bear its own expenses in the arbitration for arbitrators' fees
       and attorneys' fees, for its witnesses, and for other expenses of
       presenting its case.  Other arbitration costs, including administrative
       fees and fees for records or transcripts, will be borne equally by the
       parties.  Notwithstanding anything in this Section to the contrary, if
       the Executive prevails with respect to any dispute submitted to
       arbitration under this Section, Cinergy will reimburse or pay all legal
       fees and expenses that the Executive may reasonably incur as a result of
       the dispute as required by Section 7.

9.     CONFIDENTIAL INFORMATION.  The Executive will hold in a fiduciary
       capacity for the benefit of Cinergy, as well as all of Cinergy's
       successors and assigns, all secret, confidential information, knowledge,
       or data relating to Cinergy, and its affiliated businesses, that the
       Executive obtains during the Executive's employment by Cinergy or any of
       its affiliated companies, and that has not been or subsequently becomes
       public knowledge (other than by acts by the Executive or representatives
       of the Executive in violation of this Agreement).  During the Employment
       Period and thereafter, the Executive will not, without Cinergy's prior
       written consent or as may otherwise by required by law or legal process,
       communicate or divulge any such information, knowledge, or data to anyone
       other than Cinergy and those designated by it.  The

<PAGE>

       Executive understands that during the Employment Period, Cinergy may
       be required from time to time to make public disclosure of the terms
       or existence of the Executive's employment relationship to comply with
       various laws and legal requirements.

10.    SUCCESSORS.

       a.     This Agreement is personal to the Executive and, without Cinergy's
              prior written consent, cannot be assigned by the Executive
              otherwise than by will or the laws of descent and distribution.
              This Agreement will inure to the benefit of and be enforceable by
              the Executive's legal representatives.

       b.     This Agreement will inure to the benefit of and be binding upon
              Cinergy and its successors and assigns.

       c.     Cinergy will require any successor (whether direct or indirect, by
              purchase, merger, consolidation or otherwise) to all or
              substantially all of the business and/or assets of Cinergy to
              assume expressly and agree to perform this Agreement in the same
              manner and to the same extent that Cinergy would be required to
              perform it if no succession had taken place.  Cinergy's failure to
              obtain such an assumption and agreement prior to the effective
              date of a succession will be a breach of this Agreement and will
              entitle the Executive to compensation from Cinergy in the same
              amount and on the same terms as if the Executive were to terminate
              his employment for Good Reason after a Change in Control, except
              that, for purposes of implementing the foregoing, the date on
              which any such succession becomes effective will be deemed the
              Date of Termination.

11.    DEFINITIONS.  As used in this Agreement, the following terms, when
       capitalized, will have the following meanings:

       a.     1934 ACT.  "1934 Act" means the Securities Exchange Act of 1934.

       b.     ACCOUNTING FIRM.  "Accounting Firm" means an accounting firm that
              is designated as one of the five largest accounting firms in the
              United States (which may include Cinergy's independent auditors).

       c.     ACCRUED OBLIGATIONS.  "Accrued Obligations" means the accrued
              obligations described in Paragraph 5a(i).

       d.     AGREEMENT.  "Agreement" means this Amended and Restated Employment
              Agreement between Cinergy and the Executive.

       e.     AIP BENEFIT.  "AIP Benefit" means the Annual Incentive Plan
              benefit described in Subsection 3b.

       f.     ANNUAL BASE SALARY.  "Annual Base Salary" means the annual base
              salary payable

<PAGE>

              to the Executive pursuant to Subsection 3a.

       g.     ANNUAL INCENTIVE PLAN.  "Annual Incentive Plan" means the Cinergy
              Corp. Annual Incentive Plan or any successor to that plan.

       h.     BOARD OF DIRECTORS.  "Board of Directors" means the board of
              directors of the Company.

       i.     CAUSE.  "Cause" has the meaning set forth in Subsection 4b.

       j.     CHANGE IN CONTROL.  "A Change in Control" will be deemed to have
              occurred if any of the following events occur, after the Effective
              Date:

              (i)    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 l3d-3 under the
                     1934 Act), directly or indirectly, of securities of the
                     Company (not including in the securities beneficially owned
                     by such a Person any securities acquired directly from the
                     Company or its affiliates) representing more than twenty
                     percent (20%) 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 (1) of Paragraph (ii)
                     below; or

              (ii)   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 (1) a merger or
                     consolidation that would result in the voting securities of
                     the Company outstanding immediately prior to that merger or
                     consolidation continuing to represent (either by remaining
                     outstanding or by being converted into voting securities of
                     the surviving entity or its parent) at least sixty percent
                     (60%) of the combined voting power of the securities of the
                     Company or the surviving entity or its parent outstanding
                     immediately after the merger or consolidation, or (2) 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 a
                     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 twenty percent (20%) or more of the combined
                     voting power of the Company's then outstanding securities;
                     or

              (iii)  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

<PAGE>

                     solicitation, relating to the election of directors of
                     the Company) whose appointment or 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

              (iv)   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 sixty percent (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 the sale.

       k.     CINERGY.  "Cinergy" means the Company, Cinergy Services, Inc., The
              Cincinnati Gas & Electric Company, and PSI Energy, Inc.

       l.     CODE.  "Code" means the Internal Revenue Code of 1986, as amended,
              and interpretive rules and regulations.

       m.     COMPANY.  "Company" means Cinergy Corp.

       n.     DATE OF TERMINATION.  "Date of Termination" means:

              (i)    if the Executive's employment is terminated by the Company
                     for Cause, or by the Executive with or without Good Reason,
                     the date of receipt of the Notice of Termination or any
                     later date specified in the notice, as the case may be;

              (ii)   if the Executive's employment is terminated by the Company
                     other than for Cause, thirty (30) days after the date on
                     which the Company notifies the Executive of the
                     termination; and

              (iii)  if the Executive's employment is terminated by reason of
                     death, the date of death.

       o.     DEFERRED COMPENSATION AGREEMENT.  "Deferred Compensation
              Agreement" means the deferred compensation agreement, effective
              January 1, 1992, between the Executive and PSI Energy, Inc.

       p.     EARNINGS.  "Earnings" means the Executive's "Earnings" as defined
              in the Pension

<PAGE>

              Plan but without regard to the limitation of Code paragraph
              401(a)(17).

       q.     EFFECTIVE DATE.  "Effective Date" means December 30, 1999.

       r.     EMPLOYMENT PERIOD.  "Employment Period" has the meaning set forth
              in Subsection 1b.

       s.     EXCISE TAX.  "Excise Tax" means any excise tax imposed by Code
              section 4999, together with any interest, penalties, additional
              tax or similar items that are incurred by the Executive with
              respect to the excise tax imposed by Code section 4999.

       t.     EXECUTIVE.  "Executive" means James E. Rogers.

       u.     EXECUTIVE RETIREMENT PLANS.  The "Executive Retirement Plans" are
              the Pension Plan, the Supplemental Executive Retirement Plan, and
              the Cinergy Corp. Excess Pension Plan or any successor to those
              plans.

       v.     EXECUTIVE SUPPLEMENTAL LIFE PROGRAM.  "Executive Supplemental Life
              Program" means the Cinergy Corp. Executive Supplemental Life
              Program or any successor to that plan.

       w.     GOOD REASON.  "Good Reason" has the meaning set forth in
              Subsection 4d.

       x.     GROSS-UP PAYMENT.  "Gross-Up Payment" has the meaning set forth in
              Subsection 5c.

       y.     HIGHEST AVERAGE EARNINGS.  "Highest Average Earnings" means the
              greater of (a) the Executive's "Highest Average Earnings" as
              defined in the Pension Plan (without regard to the limitation of
              Code paragraph 401(a)(17)) plus any amount deferred under the
              Deferred Compensation Agreement during that 36-month period, or
              (b) the Executive's Earnings for the 12 consecutive calendar
              months immediately preceding his termination of employment with
              Cinergy, plus any amounts deferred under the Deferred Compensation
              Agreement during that 12-month period.

       z.     M&W PLANS.  "M&W Plans" has the meaning given in Subparagraph
              5a(ii)(3).

       aa.    LONG-TERM INCENTIVE PLAN.  "Long-Term Incentive Plan" means the
              long-term inventive plan implemented under the Cinergy Corp. 1996
              Long-Term Incentive Compensation Plan or any successor to that
              plan.

       bb.    NOTICE OF TERMINATION.  "Notice of Termination" has the meaning
              set forth in Subsection 4e.

<PAGE>

       cc.    PAYMENT OR PAYMENTS.  "Payment" or "Payments" has the meaning set
              forth in Subsection 5c.

       dd.    PENSION PLAN.  "Pension Plan" means the Cinergy Corp. Non-Union
              Employees' Pension Plan or any successor to that plan.

       ee.    PERFORMANCE SHARES PLAN.  "Performance Shares Plan" means the
              Cinergy Corp. Performance Shares Plan or any successor to that
              plan.

       ff.    PERSON.  "Person" has the meaning set forth in paragraph 3(a)(9)
              of the 1934 Act, as modified and used in subsections 13(d) and
              14(d) of the 1934 Act; however, a Person will not include the
              following:

              (i)    Cinergy or any of its subsidiaries;

              (ii)   A trustee or other fiduciary holding securities under an
                     employee benefit plan of Cinergy or its subsidiaries;

              (iii)  An underwriter temporarily holding securities pursuant
                     to an offering of those securities; or

              (iv)   A corporation owned, directly or indirectly, by the
                     stockholders of the Company in substantially the same
                     proportions as their ownership of stock of the Company.

       gg.    PRIME RATE. "Prime Rate" means the prime rate of interest
              promulgated by Citibank, N.A. and in effect as of the Date of
              Termination.

       hh.    RELOCATION PROGRAM.  "Relocation Program" means the Cinergy Corp.
              Relocation Program or any successor to that program, as in effect
              on the date of the Executive's termination of employment.

       ii.    RETIREES' DENTAL PLAN.  "Retirees' Dental Plan" means the Cinergy
              Corp. Retirees' Dental Plan or any successor to that plan.

       jj.    RETIREES' MEDICAL PLAN. "Retirees' Medical Plan" means the Cinergy
              Corp. Retirees' Medical Plan or any successor to that plan.

       kk.    SEVERANCE BENEFITS.  "Severance Benefits" means the payments and
              benefits payable to the Executive pursuant to Section 5.

       ll.    SPLIT DOLLAR AGREEMENT.  "Split Dollar Agreement" means the split
              dollar insurance agreement, dated October 7, 1992, between the
              Executive and PSI Energy, Inc.

<PAGE>

       mm.    SPOUSE.  "Spouse" means the Executive's lawfully married spouse.
              For this purpose, common law marriage or a similar arrangement
              will not be recognized unless otherwise required by federal law.

       nn.    STOCK RELATED DOCUMENTS.  "Stock Related Documents" means the
              LTIP, the Cinergy Corp. Stock Option Plan, and the Value Creation
              Plan and any applicable administrative guidelines and written
              agreements relating to those plans.

       oo.    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.  "Supplemental Executive
              Retirement Plan" means the Cinergy Corp. Supplemental Executive
              Retirement Plan or any successor to that plan.

       pp.    TARGET ANNUAL BONUS.  "Target Annual Bonus" has the meaning set
              forth in Subsection 3b.

       qq.    TARGET LTIP BONUS.  "Target LTIP Bonus" has the meaning set forth
              in Subsection 3b.

       rr.    TERMINATION.  "Termination" means the termination of the
              Executive's employment with Cinergy other than a termination by
              Cinergy for Cause.

       ss.    VALUE CREATION PLAN.  "Value Creation Plan" means the Value
              Creation Plan of the LTIP.

       tt.    YEARS OF PARTICIPATION.  The Executive's "Years of Participation"
              will equal the lesser of (i) 35 or (ii) 25 plus two additional
              years for each of the Executive's birthdays that he has reached
              since his 50th birthday.

12.    MISCELLANEOUS.

       a.     This Agreement will be governed by and construed in accordance
              with the laws of the State of Ohio, without reference to
              principles of conflict of laws.  The captions of this Agreement
              are not part of its provisions and will have no force or effect.
              This Agreement may not be amended, modified, repealed, waived,
              extended, or discharged except by an agreement in writing signed
              by the party against whom enforcement of the amendment,
              modification, repeal, waiver, extension, or discharge is sought.
              No person, other than pursuant to a resolution of the Board of
              Directors or a committee of the Board of Directors, will have
              authority on behalf of Cinergy to agree to amend, modify, repeal,
              waive, extend, or discharge any provision of this Agreement.

       b.     All notices and other communications under this Agreement will be
              in writing and will be given by hand delivery to the other party
              or by registered or certified mail, return receipt requested,
              postage prepaid, addressed as follows:

<PAGE>

              IF TO THE EXECUTIVE:
              James E. Rogers
              Cinergy Corp.
              221 East Fourth Street
              P 0. Box 960
              Cincinnati, Ohio 45201-0960

              IF TO CINERGY:
              Cinergy Corp.
              221 East Fourth Street
              P. 0. Box 960
              Cincinnati, Ohio  45201-0960
              Attn: Vice President and General Counsel


              or to such other address as either party has furnished to the
              other in writing in accordance with this Agreement.  All notices
              and communications will be effective when actually received by the
              addressee.

       c.     The invalidity or unenforceability of any provision of this
              Agreement will not affect the validity or enforceability of any
              other provision of this Agreement.

       d.     Cinergy may withhold from any amounts payable under this Agreement
              such federal, state, or local taxes as are required to be withheld
              pursuant to any applicable law or regulation.

       e.     The Executive's or Cinergy's failure to insist upon strict
              compliance with any provision of this Agreement or the failure to
              assert any right the Executive or Cinergy may have under this
              Agreement, including without limitation the right of the Executive
              to terminate employment for Good Reason pursuant to Subsection 4c
              or the right of Cinergy to terminate the Executive's employment
              for Cause pursuant to Subsection 4b, will not be deemed to be a
              waiver of that provision or right or any other provision or right
              of this Agreement.

       f.     This instrument contains the entire agreement of the Executive and
              Cinergy with respect to the subject matter of this Agreement; and
              subject to any agreements evidencing stock option or restricted
              stock grants described in Subsection 3b and the Stock Related
              Documents, all promises, representations, understandings,
              arrangements, and prior agreements are merged into this Agreement
              and accordingly superseded.

       g.     This Agreement may be executed in counterparts, each of which will
              be deemed to be an original but all of which together will
              constitute one and the same instrument.

<PAGE>

       h.     Cinergy and the Executive agree that Cinergy will be authorized to
              act for Cinergy with respect to all aspects pertaining to the
              administration and interpretation of this Agreement.

       IN WITNESS WHEREOF, the Executive and the Company have caused this
Agreement to be executed as of the Effective Date.

                                                 CINERGY CORP.; CINERGY
                                                 SERVICES, INC.; THE CINCINNATI
                                                 GAS & ELECTRIC COMPANY; AND PSI
                                                 ENERGY, INC.


                                          By:_________________________________
                                                 Michael Browning
                                                 Chairman, Compensation
                                                 Committee of the Board of
                                                 Directors

                                                 EXECUTIVE


                                             _________________________________
                                                 James E. Rogers