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                                                                  EXHIBIT 10-SS

       THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                       DIRECTOR, OFFICER AND KEY EMPLOYEE
                     STOCK PURCHASE PROGRAM OF CINERGY CORP.

1.       PURPOSE. The Director, Officer and Key Employee Stock Purchase Program
         (the "PROGRAM") of Cinergy Corp. ("CINERGY") is adopted to facilitate
         the purchase, by the Directors, executives and certain key employees of
         Cinergy and its subsidiaries (collectively, the "COMPANY"), of shares
         of Cinergy's common stock ("COMMON STOCK"). The purchases facilitated
         by the Program are intended to achieve the following specific purposes:

                  (1)      more closely align directors', officers' and key
                           employees' financial interests with the financial
                           interests of all other shareholders of the Company;

                  (2)      increase officers' and key employees' motivation to
                           manage the Company as owners; and

                  (3)      increase the ownership of Common Stock among senior
                           management of the Company.

2.       ELIGIBILITY. To be eligible to participate in the Program, the
         individual (the "ELIGIBLE PARTICIPANT") must be: (a) a Director of the
         Company or an executive officer of the Company; or (b) an officer or a
         key employee of the Company selected by the Board of Directors, the
         Chairman of the Compensation Committee of the Board of Directors (the
         "COMPENSATION COMMITTEE") or by the Chief Executive Officer (the "CEO")
         of Cinergy (the foregoing referred to herein, singly or collectively,
         as the "PROGRAM ADMINISTRATOR").

3.       PARTICIPATION. To become a Program participant ("PARTICIPANT"), an
         Eligible Participant must satisfy the following requirements:

                  (1)      submit a completed, signed and irrevocable election
                           to purchase all or a portion of the Common Stock
                           which the Eligible Participant is eligible to
                           purchase under the Program as set forth in the
                           election form or accompanying materials furnished to
                           such Eligible Participant by the Company, in each
                           case along with a power of attorney authorizing such
                           purchases on the Participant's behalf;

                  (2)      complete and sign all necessary agreements and other
                           documents relating to the loan described in Section 4
                           hereof including, but not limited to, personal
                           financial statements and letters of instruction to
                           brokers, transfer agents and banks as are necessary
                           or appropriate under the loan described in Section 4
                           hereof, and a power of attorney authorizing
                           borrowings under such loan; and

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                  (3)      satisfy all other conditions of participation
                           specified in the Program.

         The agreements and other documents specified in subsections 3(a), (b)
         and (c) must be submitted at such times and to such Company officers as
         specified by the Company. No Eligible Participant is required to
         participate in the Program.

                  Directors and executive officers may purchase between $100,000
         and $1,500,000 of Common Stock. Other officers and senior key
         employees, as designated by the CEO or the Chairman of the Compensation
         Committee, may purchase between $100,000 and $1,000,000 of Common
         Stock. Other key employees, as designated by the CEO or the Chairman of
         the Compensation Committee, may purchase between $100,000 and $500,000
         of Common Stock. Subscriptions for purchase of a dollar amount of
         Common Stock in excess of the Participants' minimum level of
         participation must be in increments of $50,000. Under the Program, a
         maximum of $50,000,000 of Common Stock may be purchased by all
         Participants. In the event that the Program is oversubscribed, there
         will be a pro rata reduction of the dollar amount of Common Stock that
         Participants are entitled to purchase under the Program, based on the
         initial dollar amount commitment of each Participant; PROVIDED,
         HOWEVER, that in no event shall the level of participation be reduced
         to below $100,000 per Participant. Directors and executive officers
         shall have the right to purchase shares not purchased by other
         Participants in such amount as is determined by the pro rata amount of
         their participation in the Program compared to the participation of the
         other Participants electing to purchase additional shares. All such
         purchases may be made by the individual Participant or by a trust,
         corporation, partnership or limited liability company controlled by the
         Participant ("PARTICIPANT DESIGNEE"; the term Participant shall include
         Participant Designee unless the context otherwise requires).

                  It is anticipated that there may be one or more additional
         election periods under the Program during which Eligible Participants
         who did not elect to participate in the Program at the time of its
         initial implementation may elect to become Participants. EACH ELIGIBLE
         PARTICIPANT MAY PARTICIPATE IN THE PROGRAM ONLY ONE TIME. THE COMPANY
         HAS NOT SET ANY DATES FOR ANY ADDITIONAL ELECTION PERIODS AND THERE CAN
         BE NO ASSURANCE THAT ANY ADDITIONAL ELECTION PERIODS WILL BE MADE
         AVAILABLE TO THE ELIGIBLE PARTICIPANTS. The decision to conduct any
         additional election periods rests solely with the Program
         Administrator.

4.       PURCHASE OF SHARES. The Program Administrator, in its sole discretion
         subject to the terms and provisions of the Program, will determine the
         timing, amount, price and mechanics of all of the purchases of shares
         of Common Stock (the "PURCHASED SHARES") through open market and
         negotiated transactions. Purchases of Purchased Shares shall be
         effected through a broker in accordance with Rule 10b-18 under the
         Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").

                  In accordance with its sole discretion to determine the timing
         of the purchases pursuant to the Program, the Program Administrator may
         direct the broker to suspend purchases of Common Stock at any time and
         from time to time. The Program Administrator shall direct the broker to
         suspend purchases of Common Stock in the event that the market price of
         the Common Stock increases 20% or more over the closing price of the
         Common Stock on the last day of the


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         Participant election period. Further, the Program Administrator shall
         direct the broker to cease making any purchases pursuant to
         Participants' commitments, and such commitments shall be terminated to
         the extent not yet satisfied, as of  the close of trading on April 24,
         2000, even if as a consequence thereof a Participant will purchase a
         dollar amount of Common Stock which is lower than the dollar amount
         which the Participant committed to purchase. Any funds borrowed by the
         Participant under the Loan (as defined below) which were not applied on
         the Participant's behalf toward the purchase of Company Common Stock
         prior to such termination of purchases will be credited toward payment
         of outstanding amounts under the Loan.

                  The shares of Common Stock purchased pursuant to the Program
         will be allocated proportionately among Participants at the end of the
         trading period during which sufficient shares of Common Stock are
         purchased to allocate the full allotment of Purchased Shares to which
         all of the Participants are entitled, based upon the percentage of the
         aggregate dollar amount of Common Stock for which the Participants have
         subscribed and the average price for all purchases of shares of Common
         Stock during the allocation period; PROVIDED, HOWEVER, that the Program
         Administrator, in his or its sole discretion, may determine to allocate
         the Purchased Shares at the end of a trading day or trading week. By
         way of example only, in the event the Program Administrator determines
         to allocate at the end of a trading day, if the Program has two
         Participants, Participant A and Participant B, and Participant A
         committed to purchase up to $500,000 of Common Stock and Participant B
         committed to purchase up to $1,000,000 of Common Stock, and on a given
         trading day, the Company arranged for the purchase of $300,000 of
         Common Stock on behalf of the Participants, $100,000 in Purchased
         Shares would be allocated to the account of Participant A and $200,000
         in Purchased Shares would be allocated to the account of Participant B.
         Purchased Shares will not include any fractional shares of Common
         Stock. Following the purchase of the total number of whole shares of
         Common Stock to which the Participant is entitled, any remaining dollar
         amount pursuant to the Participant's commitment will be credited toward
         payment of interest on the Participant's Loan (as defined below), if
         any.

                  In the event that issues arising under Section 16 of the
         Exchange Act, make impractical the use of open-market purchases on
         behalf of a Participant, the Program Administrator may elect, in his or
         its sole discretion, to allocate newly-issued shares of Cinergy to the
         Participant's account. It is intended that the timing, amount, price
         and mechanics associated with the allocation of such newly-issued
         shares will replicate as closely as possible the timing, amount, price
         and mechanics associated with the open-market purchases pursuant to the
         Program. Such newly-issued shares will not be registered under the
         Securities Act of 1933, as amended (the "SECURITIES ACT").
         Consequently, any resale of such shares will be subject to the
         restrictions of Rule 144 of the Securities Act, which include, among
         other things, a requirement that such shares be held prior to resale
         for a period of one year.

                  Cinergy has arranged the opportunity for each Participant to
         obtain (i) a loan through KeyBank National Association or an additional
         or substitute financial institution(s) (the "BANK") to fund the
         purchase of the Purchased Shares (the "PURCHASE LOAN") and (ii) a loan
         through the Bank to assist in funding interest payments on the Purchase
         Loan (together with the Purchase Loan, the "LOAN"). Each Participant
         must sign a power of attorney authorizing loans under the Bank loan
         documents and the purchase of the Purchased Shares. Each Participant is
         responsible for satisfying all of the lending requirements, including
         supplying requisite information on a timely basis, specified by the
         Bank to qualify for the Loan. Each Participant is fully obligated to

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         repay to the Bank all principal, interest and any prepayment fees on
         the Loan when due and payable. Any prepayments of the Loan must be made
         in $50,000 increments, on the last day of the month and in a manner
         otherwise consistent with the terms of any interest rate swap
         agreement.

                  In the event a Participant does not wish to obtain the Loan,
         the Participant shall provide sufficient funds to fund the purchase of
         the Purchased Shares. Such Participant must execute a power of attorney
         authorizing the purchase of the Purchased Shares. If the Participant
         fails to fund the purchase of the Purchased Shares, the Participant may
         no longer participate in the Program, and all of the Purchased Shares
         not paid for will be allocated to the other Participants.

5.       REGISTRATION OF SHARES. The Purchased Shares will be registered in the
         name of the Participant or his or her designee and certificated. Each
         certificate will bear a legend referring to the Program. The
         certificates for the Purchased Shares of each Participant who
         participates in the Loan will be held for safekeeping by the Company
         for the benefit of each Participant.

6.       SHAREHOLDER RIGHTS. Each Participant will have all of the rights of a
         shareholder with respect to the Purchased Shares, including the right
         to dispose of the shares, the right to vote the shares and the right to
         receive dividends. Dividends will be deposited in the Participant's
         account at the Bank to apply towards the payment of interest on the
         Participant's Loan.

7.       SALE OF PURCHASED SHARES. Each Participant is permitted to sell all or
         any portion of the Purchased Shares; provided, that any such sale does
         not violate any provision of the Participant's Loan.

8.       LOAN GUARANTY. Cinergy and/or a subsidiary of Cinergy (the "GUARANTOR")
         will guarantee repayment to the Bank of 100% of all principal,
         interest, prepayment fees and other obligations of each Participant
         under such Participant's Loan (the "GUARANTY"). Any Guaranty issued by
         a subsidiary of Cinergy will be guaranteed by Cinergy. The issuance of
         the Guaranty is a condition to the loan arrangement Cinergy has made
         with the Bank. The terms and conditions of the Guaranty are as agreed
         by Cinergy and the Bank. Each Participant shall enter into an
         indemnification agreement to indemnify Cinergy or the Guarantor, as the
         case may be, for any losses under the Guaranty of the Loan with respect
         to the Participant. If a Participant specifies a Participant Designee,
         the Participant shall enter into an indemnification agreement to
         indemnify Cinergy or the Guarantor, as the case may be, for any losses
         under the Guaranty of the Loan with respect to the Participant
         Designee. Each Participant is fully obligated to repay to the Bank all
         principal, interest, and other amounts on the Loan when due and
         payable. Cinergy may take any action relating to the Participant and
         her or his assets, which the Program Administrator deems necessary,
         proper or desirable, (including, but not limited to, offsetting amounts
         owed to Cinergy or its subsidiaries against wages, fees or other
         amounts owed to the Participant from Cinergy) to obtain full
         reimbursement for amounts the Guarantor pays to the Bank under the
         Guaranty related to the Participant's or a Participant Designee's Loan.

9.       INTEREST PAYMENTS AND INTEREST RESERVE. The Purchase Loan will be a
         floating rate loan based on LIBOR, which will then be swapped at a time
         to be determined by the Program Administrator to a fixed rate so that
         Participants will not have interest rate risk during the term of the
         Purchase Loan. Interest on the Purchase Loan will be payable quarterly,
         on or

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         about the Company's dividend payment date. Interest will be funded
         primarily from the dividends received by the Participant on the
         Purchased Shares. Interest in excess of the dividend, if any, may, at
         the option of the Participant, be paid from an interest reserve
         facility (the "INTEREST RESERVE FACILITY") made available by the Bank
         and equal to 8% of the Purchase Loan balance. If a Participant elects
         to utilize the Interest Reserve Facility, an amount will be drawn from
         the facility on the Participant's behalf to fund any interest due in
         excess of the dividend at the time of each interest payment date. Such
         amounts drawn from the Participant's Interest Reserve Facility will be
         subject to the Guaranty as set forth in Section 8. Each Participant is
         responsible for satisfying all of the lending requirements, including
         supplying requisite information on a timely basis, specified by the
         Bank to qualify for the Interest Reserve Facility. Each Participant is
         fully obligated to repay to the Bank all principal, interest and any
         prepayment fees on the Interest Reserve Facility when due and payable.

                  ALTHOUGH THE BANK WILL TAKE AN ASSIGNMENT OF THE DIVIDENDS ON
         THE PURCHASED SHARES TO SERVICE THE PURCHASE LOAN, THE PARTICIPANT WILL
         BE SOLELY RESPONSIBLE FOR PAYING ALL PRINCIPAL AND INTEREST WHEN DUE.
         IF THE CINERGY DIVIDEND WERE EVER REDUCED, A PARTICIPANT COULD INCUR
         SUBSTANTIAL QUARTERLY INTEREST PAYMENTS IN EXCESS OF THE DIVIDENDS AND
         THE INTEREST RESERVE FACILITY.

10.      MARGIN REGULATIONS.

                  (1)      None of the obligations of the Participants to
                           Cinergy or any of its subsidiaries (collectively,
                           Cinergy and its subsidiaries shall be referred to as
                           "CINERGY" for the purposes of this Section 10)
                           hereunder, or the obligations of the Participants to
                           the Bank under their respective Loan, is or will be
                           secured, directly or indirectly, by Margin Stock (as
                           such term is defined in Regulation U promulgated by
                           the Board of Governors of the Federal Reserve
                           System);

                  (2)      Neither Cinergy nor any third party acting on behalf
                           of Cinergy has taken or will take possession of a
                           Participant's Margin Stock to secure, directly or
                           indirectly, any of the obligations of such
                           Participant to Cinergy;

                  (3)      Cinergy does not and will not have any right to
                           prohibit or, in any way, restrict such Participant
                           from selling, pledging, encumbering or otherwise
                           disposing of any Margin Stock owned by such
                           Participant;

                  (4)      Such Participant has not granted and will not grant
                           Cinergy or any third party acting on behalf of
                           Cinergy the right to accelerate repayment of any of
                           the obligations under this Program of such
                           Participant if any of the Margin Stock owned by such
                           Participant is sold, pledged, encumbered or otherwise
                           disposed of by such Participant; and

                  (5)      There is no agreement or other arrangement between
                           such Participant and Cinergy or any third party
                           acting on behalf of Cinergy (and no such agreement or
                           arrangement shall be entered into so long as this
                           Program

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                           is in effect or any of the obligations of such
                           Participant under this Program remain outstanding)
                           under which the Margin Stock of Participant would be
                           made more readily available as security to Cinergy
                           than to other creditors of such Participant.

11.      DEATH OR DISABILITY. Upon the death of a Participant, her or his estate
         or the Participant Designee, as the case may be, may elect to cause
         Cinergy to pay the estate or the Participant Designee, as the case may
         be, an amount equal to the balance of the Participant's Loan minus the
         value of the Purchased Shares based upon the closing price of Common
         Stock on the New York Stock Exchange on the first trading date after
         the date of death. The estate or the Participant Designee, as the case
         may be, of a deceased Participant must give to the Company written
         notification of its decision to make such an election within 60 days
         after the death of the Participant. If a Participant who is an employee
         of the Company becomes eligible for benefits under the Cinergy Corp.
         Long-Term Disability Plan (a "DISABLED PARTICIPANT"), such disabled
         Participant may elect to cause Cinergy to pay the Participant an amount
         equal to the balance of the Participant's Loan minus the value of the
         Purchased Shares based upon the closing price of Common Stock on the
         New York Stock Exchange on the first trading date after the first date
         of eligibility for payment under the Cinergy Corp. Long-Term Disability
         Plan. This Section 11 has no effect on a deceased or disabled
         Participant's sale of Purchased Shares before the Participant's death
         or disability. Payment by Cinergy of amounts described in this Section
         11 is conditioned on the payment in full of the Participant's Loan (if
         any) and the release of the Guaranty with respect thereto.

12.      OTHER TERMINATION. Within 30 days of a Participant ceasing to be a
         Director, officer or employee of Cinergy in circumstances other than as
         described in Section 11, such Participant or Participant Designee shall
         have the option to either (i) retire the Loan and release the Guaranty
         or (ii) continue the Loan until its maturity date with Cinergy's
         Guaranty.

                  Notwithstanding the above, if at such Participant's request,
         the Bank, in its sole discretion, agrees to the termination of any
         dividend assignment agreement between Cinergy, the Bank and the
         Participant or agrees to waive the Participant's obligations
         thereunder, all outstanding interest and principal under the Loan shall
         become due and payable and the Guaranty shall subsequently be
         terminated.

13.      ADMINISTRATION. The Program Administrator shall be charged with the
         administration and interpretation of the Program but may delegate the
         ministerial duties hereunder to such persons as it determines. The
         Program Administrator may adopt such rules as may be necessary or
         appropriate for the proper administration of the Program. The decision
         of the Program Administrator in all matters involving the
         interpretation and application of the Program shall be final and shall
         be given the maximum possible deference allowed by law.

14.      PAYMENT OF EXPENSES. The expenses of administering the Program shall be
         paid by the Company except those expenses which are expenses of the
         Participants.

15.      INCOME TAX CONSIDERATIONS. THIS SUMMARY IS NOT INTENDED TO DISCUSS ALL
         INCOME TAX ASPECTS OF PARTICIPATION IN THE PROGRAM OR TO CONSTITUTE TAX
         ADVICE, AND ALL PROGRAM PARTICIPANTS ARE URGED TO

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         CONSULT THEIR PERSONAL TAX ADVISORS. THIS SUMMARY IS FOR INFORMATIONAL
         PURPOSES ONLY AND IS BASED ON THE TAX LAWS IN EFFECT AS OF THE
         EFFECTIVE DATE OF THIS PROGRAM, WHICH LAWS ARE SUBJECT TO CHANGE. THE
         TAX CONSEQUENCES TO EACH PARTICIPANT WILL DEPEND IN PART UPON SUCH
         PARTICIPANT'S PARTICULAR SITUATION. SPECIAL TAX CONSEQUENCES NOT
         DESCRIBED HEREIN MAY BE APPLICABLE TO CERTAIN PARTICIPANTS.

                  The dividends paid by the Company on Common Stock purchased
         through the Program will be reported to Participants and the IRS on
         Form 1099DIV. These amounts must be reported as dividend income on
         Schedule B of a Participant's federal income tax return in the year
         they are paid even though the dividends will be paid directly to the
         Bank. Note that a portion of the Company's distributions to its
         shareholders may be considered to be a capital gain dividend, in which
         case the dividend would be reported as a long-term capital gain. In
         addition, a portion of the Company's distributions to its shareholders
         may be considered to be a return of capital, which would reduce the tax
         basis of the shares purchased.

                  Provided a Participant itemizes deductions and does not take
         the standard deduction, the interest expense that is deemed to be paid
         on the Purchase Loan may be deductible as "investment interest expense"
         on Form 4952 of his or her federal income tax return. Investment
         interest expense is deductible to the extent of investment income.
         Investment income includes interest income and dividend income. Unlike
         certain other itemized deductions, investment interest expense is not
         phased out at certain income levels. Participants will be deemed to
         have paid interest on the Purchase Loan if the dividends are used to
         pay interest on the Purchase Loan. If the dividends are not sufficient
         to fully pay the accrued interest on the Loan, the interest shortfall
         may be funded through the Interest Reserve Facility. The IRS currently
         takes the position that interest paid from borrowed funds is not
         deductible until those borrowed funds are repaid.

                  Participants that do not itemize deductions may not receive
         any tax benefit from the payment of the interest expense.

                  In general, Participants will realize capital gain or loss on
         the disposition of Common Stock purchased under the Program equal to
         the difference between (i) the amount of cash received on such
         disposition and (ii) the Participant's adjusted basis of the stock.
         Currently, such gain or loss generally will constitute long-term
         capital gain or loss if the Participant has held the shares for more
         than one year.

                  The state and local tax consequences from participation in the
         Program vary widely depending on the state and municipality of a
         Participant. Many state and local tax statutes do not permit taxpayers
         to itemize deductions. Accordingly, Participants may be subject to
         state and local income taxes on the dividends paid on the Common Stock
         with no corresponding tax benefit for interest paid under the Program.
         In addition, certain states impose franchise taxes on the value of
         marketable securities held, such as the Common Stock.

16.      EMPLOYER-EMPLOYEE RELATIONSHIP. The establishment of this Program shall
         not be construed as conferring any legal or other rights upon any
         employee or any person for a

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         continuation of employment, nor shall it interfere with the rights of
         the Company to discharge any employee or otherwise act with relation to
         the employee. Subject to any agreements the Company has with a
         Participant, the Company may take any action (including discharge) with
         respect to any employee or other person and may treat such person
         without regard to the effect which such action or treatment might have
         upon such person as a Participant of this Program.

17.      AMENDMENT AND TERMINATION. The Company reserves the right to change or
         discontinue this Program by action of the Program Administrator in his
         or its discretion; PROVIDED, HOWEVER, that in the case of any person to
         whom benefits under this Program had accrued upon termination of
         employment prior to such Program Administrator action, or in the case
         of any Participant who would have been entitled to benefits under this
         Program had the Participant's employment ceased prior to such change or
         discontinuance, the benefits such person had accrued under this Program
         prior to such change or discontinuance shall not be adversely affected
         thereby.

18.      WITHHOLDING. The Company shall have the right to deduct in cash
         (whether under this Program or otherwise) in connection with all
         payments by the Company to a Participant under this Program any taxes
         required by law to be withheld and to require any payments required to
         enable it to satisfy its withholding obligations.

19.      GOVERNING LAW. This Program shall be construed in accordance with the
         laws of the State of Delaware.

20.      APPROVAL. If a Participant elects to purchase Purchased Shares, such
         election shall constitute formal approval of this Program by the
         Participant and such Participant's agreement to be bound by the terms
         and conditions of the Program.

EFFECTIVE DATE:  JANUARY 7, 2000

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