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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 Jerome A. Vennemann (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 President and General
Counsel of Cinergy, 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

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              written notice not to extend this Agreement at least ninety (90)
              days before the extension would otherwise become effective.

2.     DUTIES AND POWERS OF EXECUTIVE

              a.     POSITION.  The Executive will serve Cinergy as Vice
              President and General Counsel and he will have such
              responsibilities, duties, and authority as are customary for
              someone of that position, 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 or the
              Chief Executive Officer.

              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 $152,272.00.  The Board of Directors or its designee
              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

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              rights in writing.

              If the Executive retires after reaching age 55, 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. 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 55 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 sixty percent (60%) 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 equal to no less than seventy
              percent (70%) 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 a country club selected by the Executive.

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              (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 following:

             (i)    The willful and continued failure by the Executive to
                    substantially perform the Executive's duties with Cinergy
                    (other than any such failure resulting from the
                    Executive's incapacity due to physical or mental illness)
                    after the Board of Directors or the Chief Executive
                    Officer has delivered to the Executive a written demand
                    for substantial performance, which demand specifically
                    identifies the manner in which the Executive has not
                    substantially performed his duties.  This event will
                    constitute Cause even if the Executive issues a Notice of
                    Termination for Good Reason pursuant to Subsection 4d
                    after the Board of Directors or Chief Executive Officer
                    delivers a written demand for substantial performance.

             (ii)   The breach by the Executive of the confidentiality
                    provisions set forth in Section 9.

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             (iii)  The conviction of the Executive for the commission of a
                    felony, including the entry of a guilty or nolo
                    contendere plea, or any willful or grossly negligent
                    action or inaction by the Executive that has a materially
                    adverse effect on Cinergy.  For purposes of this
                    definition of Cause, no act, or failure to act, on the
                    Executive's part will be deemed "willful" unless it is
                    done, or omitted to be done, by the Executive in bad
                    faith and without reasonable belief that the Executive's
                    act, or failure to act, was in the best interest of
                    Cinergy.

       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

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                    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 specifies the particular provision of this
             Agreement relied upon and that sets forth in reasonable detail the
             facts and circumstances claimed to provide a basis for terminating
             the Executive's employment under the specified provision.  The
             failure by the Executive or Cinergy to set forth in the Notice of
             Termination any fact or circumstance 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.

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
                           Chief Executive Officer, in his discretion, up to
                           the maximum percentage specified in Subsection 3b,
                           but no less than the Target Annual 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.

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                    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)    If the Executive terminates employment prior to
                           reaching age 50, Cinergy will pay to the Executive
                           the value of all deferred compensation amounts
                           previously deferred by the Executive whether or not
                           they are otherwise currently payable.  Cinergy will
                           also pay to the Executive the present value
                           (discounted at the Prime Rate) of all amounts to
                           which the Executive would have been entitled had he
                           remained in employment with Cinergy until the end of
                           the Employment Period under the Executive
                           Supplemental Life Program.

                           If the Executive terminates employment on or after
                           reaching age 50, 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)    Except as provided under Clauses (A) and (B) below,
                           Cinergy will

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                           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
                                 eligibility.

                    (4)    Ownership of the automobile assigned to the
                           Executive by Cinergy will be

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                           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.

                    (5)    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 upon or 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), and 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, disability,
                           accident, and health insurance benefits, those
                           benefits

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                           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 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.

             (i)    In the event that any Severance Benefits paid or payable to
                    the Executive

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                    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

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                    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 according with
                    law.

       d.    VALUE CREATION PLAN AND STOCK OPTIONS.  Upon the Executive's
             termination of employment for any reason, and except as otherwise
             provided in this Agreement, 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.

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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 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


<PAGE>

       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 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.  In addition to all other remedies available
       to Cinergy in law and equity, this Agreement is subject to termination
       by Cinergy for Cause under Section 4b in the event the Executive
       violates any provision of this Section.

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).


<PAGE>


       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 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


<PAGE>


                     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 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.     CHIEF EXECUTIVE OFFICER.  "Chief Executive Officer" means the
              chief executive officer of the Company.

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

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

       n.     COMPANY.  "Company" means Cinergy Corp.

       o.     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


<PAGE>


                     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.

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

       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)) or (b) the Executive's Earnings for the
              12 consecutive calendar months immediately preceding his
              termination of employment with Cinergy.


<PAGE>


       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.

       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.    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.

       ff.    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.

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

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

       ii.    SEVERANCE BENEFITS.  "Severance Benefits" means the payments and
              benefits


<PAGE>


              payable to the Executive pursuant to Section 5.

       jj.    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.

       kk.    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.

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

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

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

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

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

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.
              Only the Chief Executive Officer or his designee 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:

              IF TO THE EXECUTIVE:


<PAGE>


              Jerome A. Vennemann
              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: Chief Executive Officer


              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


<PAGE>


              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.

       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.


<PAGE>


       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:_________________________________
                                             James E. Rogers
                                             Vice Chairman and Chief
                                             Executive Officer


                                          EXECUTIVE


                                          ____________________________________
                                          Jerome A. Vennemann