<PAGE>

             NOTE:  THIS TABLE OF CONTENTS IS NOT PART OF THE CINERGY CORP.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN; INSTEAD, THIS TABLE
                    OF CONTENTS IS MERELY FOR CONVENIENCE OF REFERENCE.

                                  TABLE OF CONTENTS
<TABLE>
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                                                                                 Page
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INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE 1  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

ARTICLE 2  EFFECTIVE DATE OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . .6

ARTICLE 3  AMOUNT OF LIFE-ONLY PENSION -- MID-CAREER BENEFIT . . . . . . . . . . . .7
     3.1   Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     3.2   Order In Which Benefits Determined. . . . . . . . . . . . . . . . . . . .7
     3.3   Mid-Career Benefit At Or After Age 62 . . . . . . . . . . . . . . . . . .7
     3.4   Mid-Career Benefit At Early Retirement Date . . . . . . . . . . . . . . .8

ARTICLE 4  AMOUNT OF LIFE-ONLY PENSION -- SENIOR EXECUTIVE SUPPLEMENT. . . . . . . .8
     4.1   Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     4.2   Order In Which Benefits Determined. . . . . . . . . . . . . . . . . . . .9
     4.3   Senior Executive Supplement At or After Age 62. . . . . . . . . . . . . .9
     4.4   Senior Executive Supplement At Early Retirement Date. . . . . . . . . . 10

ARTICLE 5  SEVERANCE FROM SERVICE-VESTING. . . . . . . . . . . . . . . . . . . . . 10
     5.1   Vesting Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     5.2   Severance From Service Before Vesting . . . . . . . . . . . . . . . . . 10
     5.3   Mid-Career Benefit For Severance From Service After Vesting . . . . . . 11
     5.4   Senior Executive Supplement For Severance From Service After Vesting. . 11
     5.5   Reemployment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 6  SPOUSE'S BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     6.1   Determination of Spouse's Benefit -- Mid-Career Benefit . . . . . . . . 12
     6.2   Determination of Spouse's Benefit -- Senior Executive Supplement. . . . 13
     6.3   Method of Payment of Spouse's Benefit . . . . . . . . . . . . . . . . . 14

ARTICLE 7  FORMS OF PENSION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15


ARTICLE 8  PAYMENT OF PENSION. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

<PAGE>
<TABLE>
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     8.1   Timing of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     8.2   Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     8.3   Small Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     8.4   Facility of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     8.5   Suspension of Benefits. . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 9  NONALIENATION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 10 ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     10.1  Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     10.2  Removal and Replacement of Committee Members. . . . . . . . . . . . . . 16
     10.3  Disqualification and Resignation. . . . . . . . . . . . . . . . . . . . 17
     10.4  Chairperson, Services, and Counsel. . . . . . . . . . . . . . . . . . . 17
     10.5  Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     10.6  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     10.7  Action Without Meeting. . . . . . . . . . . . . . . . . . . . . . . . . 17
     10.8  Correction of Defects . . . . . . . . . . . . . . . . . . . . . . . . . 18
     10.9  Reliance Upon Legal Counsel . . . . . . . . . . . . . . . . . . . . . . 18
     10.10 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     10.11 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     10.12 Powers and Duties of Committee. . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 11 BENEFIT CLAIMS PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 12 FUNDING POLICY AND METHOD . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 13 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     13.1  No Enlargement of Employee Rights . . . . . . . . . . . . . . . . . . . 20
     13.2  Notice of Address . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     13.3  Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     13.4  No Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . 21
     13.5  Governing Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     13.6  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     13.7  Interpretation and Regulation of Plan . . . . . . . . . . . . . . . . . 21
     13.8  Communications by Participants. . . . . . . . . . . . . . . . . . . . . 21
     13.9  Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 14 CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 15 CONTINUED APPROVAL OF CINERGY'S PENSION PLAN. . . . . . . . . . . . . . 22


ARTICLE 16 AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . 22
     16.1  Authority to Amend. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

                                        -ii-

<PAGE>

<TABLE>
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     16.2  Merger, Consolidation, and Change in Control. . . . . . . . . . . . . . 22

ARTICLE 17 PARTICIPATION BY OTHER EMPLOYERS. . . . . . . . . . . . . . . . . . . . 23
     17.1  Adoption of the Plan. . . . . . . . . . . . . . . . . . . . . . . . . . 23
     17.2  Withdrawal from Participation . . . . . . . . . . . . . . . . . . . . . 23
     17.3  Cinergy as Agent for Employers. . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

CONTINUANCE BY A SUCCESSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
                                  -iii-
<PAGE>

                                                                 ADOPTED BY THE
                                                             BOARD OF DIRECTORS
                                                               OCTOBER 15, 1998


                CINERGY CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                (As Amended and Restated Effective January 1, 1999)

                                     INTRODUCTION

           Effective January 1, 1983, PSI Energy, Inc. (formerly Public Service
Company of Indiana, Inc.) ("PSI") adopted an unfunded supplemental retirement
plan for eligible members of a select group of its management or otherwise
highly compensated employees who contributed to PSI's success, but who were not
career service employees of PSI.  The plan was known as the PSI Energy, Inc.
Supplemental Retirement Plan.  PSI intended that the Plan be an unfunded pension
plan maintained for a select group of management employees, as described in
29 C.F.R. Section 2520.104-23.

           As a result of a corporate reorganization and merger that became
effective October 24, 1994 (the "Merger"), PSI and The Cincinnati Gas & Electric
Company ("CG&E") became wholly-owned subsidiaries of Cinergy Corp. ("Cinergy"),
a public utility holding company under the Public Utility Holding Company Act of
1935.  Effective January 1, 1997, the PSI Supplemental Retirement Plan was
renamed the "Cinergy Corp. Supplemental Retirement Plan" (the "Plan"), and the
Plan became applicable to Cinergy and any employer (as defined in the Plan) that
adopts the Plan with the consent of Cinergy.  PSI became a participating
employer effective January 1, 1983.  CG&E, Union Light, Heat & Power Company,
and Lawrenceburg Gas Company became participating employers effective January 1,
1997, and Cinergy Resources, Inc., Cinergy Services, Inc., Cinergy Capital &
Trading, Inc., and Cinergy Solutions, Inc. became participating employers
effective January 1, 1998.

           The purpose of the Plan is to provide supplemental retirement income
for eligible employees of Cinergy.  The Plan's mid-career benefit provides
supplemental retirement income for certain Employees who would not be considered
career service employees of Cinergy under the Cinergy Corp. Non-Union Employees'
Pension Plan.  The Plan's senior executive supplement provides supplemental
retirement income for Senior Executive Employees based on a percentage of their
total pay from Cinergy.  The Plan is a nonqualified plan.

           This document is a continuation of and complete restatement of the
Plan.  The Plan, as effective January 1, 1999, is set forth in its entirety.

<PAGE>

                                     ARTICLE 1
                                    DEFINITIONS

          As used in this document, the following words and phrases, when
capitalized, will have the meanings set forth below, unless a different meaning
is plainly required by the context.

          1.1  "Active Participant" means a Participant who is accruing benefits
under the Plan on the applicable date.

          1.2  "Actual Separation Date" means:

          (a)  with respect to a Participant who either (1) retires on or after
     Age 62 or (2) who retires on an Early Retirement Date, the first day of the
     calendar month coincident with or following the Participant's Severance
     from Service Date; or

          (b)  with respect to a Participant who incurs a Severance from Service
     before he reaches age 50 and who is entitled to benefits determined under
     the provisions of Section 5.3 (Mid-Career Benefit For Severance from
     Service After Vesting) or Section 5.4 (Senior Executive Supplement For
     Severance From Service After Vesting), the Participant's Severance from
     Service Date.

          (c)  with respect to all other Participants, the Participant's
     Severance from Service Date.

          1.3  "Actuarial Equivalent" means "Actuarial Equivalent" as defined in
Cinergy's Pension Plan.

          1.4  "Additional Separation Date" means "Additional Separation Date"
as defined in Cinergy's Pension Plan.

          1.5  "Affiliate" means any employer that together with an Employer is
under common control or a member of an affiliated service group as determined
under Code subsections 414(b), (c), (m), and (o).

          1.6  "Age 62" means, with respect to each Participant, the first day
of the calendar month coincident with or following his 62nd birthday.

          1.7  "Beneficiary" means, with respect to each Participant, the person
or persons who are to receive benefits under the Plan after the Participant's
death.

          1.8  "Board of Directors" means the duly constituted board of
directors of Cinergy on the applicable date.

                                 -2-

<PAGE>

          1.9  "Change in Control" means "Change in Control" as defined in
Cinergy's Pension Plan.

          1.10 "Cinergy" means Cinergy Corp., a Delaware corporation, and any
corporation that succeeds to its business and adopts the Plan.

          1.11 "Cinergy's Excess Pension Plan" means the plan known as the
"Cinergy Corp. Excess Pension Plan," as amended from time to time.

          1.12 "Cinergy's Pension Plan" means the Code qualified pension plan
known as the "Cinergy Corp. Non-Union Employees' Pension Plan," as amended from
time to time.

          1.13 "Claimant" means a person submitting a claim for benefits under
the Plan.

          1.14 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and interpretive rulings and regulations.

          1.15 "Committee" means the benefits committee established pursuant to
Article 10 (Administration) to serve as administrator of the Plan.

          1.16 "Contingent Annuitant" means, with respect to any Participant
electing a contingent pension option under Cinergy's Pension Plan, the person
designated by the Participant to receive a contingent pension after the
Participant's death.

          1.17 "Disability Date" means, with respect to a Participant, the date
the Participant is first determined to be totally disabled under Cinergy's Long
Term Disability Plan, as amended from time to time.

          1.18 "Early Retirement Date" means, with respect to each Participant
who has satisfied the Vesting Requirement and whose Severance from Service
occurs on or after his 50th birthday but prior to Age 62, the first day of the
calendar month coincident with or following his Severance from Service.

          1.19 "Earnings" means "Earnings" as defined in Cinergy's Pension Plan;
provided, however, that an Employee's Earnings for any period will not be
limited pursuant to Code paragraph 401(a)(17).

          1.20 "Employee" means any person in the employ of an Employer at any
time on or after January 1, 1999, and who is a member of a select group of
management or highly compensated employees of an Employer, as determined by the
Board of Directors or its designee.

          1.21 "Employer" means Cinergy and any Affiliate that, with the consent
of the Board of Directors or its designee, elects to participate in the Plan
pursuant to Section 17.1

                                     -3-

<PAGE>

(Adoption of Plan) and any successor corporation or other organization or
entity that adopts the Plan pursuant to Article 18 (Continuance by a
Successor).  If any Affiliate withdraws from participation in the Plan
pursuant to Section 17.2 (Withdrawal from Participation), that Affiliate will
cease to be an Employer.

          1.22 "Employment Commencement Date" means "Employment Commencement
Date" as defined in Cinergy's Pension Plan.

          1.23 "Highest Average Earnings" means the greater of (a) the
Participant's "Highest Average Earnings" as defined in Cinergy's Pension Plan
(without regard to the limitation of Code paragraph 401(a)(17)) or (b) the
Participant's Earnings for the 12 consecutive calendar months immediately
preceding his Severance from Service Date.

          1.24 "Hour of Service" means an "Hour of Service" as defined in
Cinergy's Pension Plan.

          1.25 "Initial Separation Date" means, with respect to a Participant
who is entitled to benefits under the provisions of Article 3 (Amount of
Life-Only Pension -- Mid-Career Benefit), Article 4 (Amount of Life-Only
Pension -- Senior Executive Supplement), or Article 5 (Severance from
Service-Vesting), the first day of the calendar month coincident with or
following the Participant's initial Severance from Service Date.

          1.26 "Insolvent" means, with respect to Cinergy, Cinergy being unable
to pay its debts as they are due, or Cinergy being subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.

          1.27 "Nonforfeitable" means, with respect to a Participant's claim for
benefits under the Plan, that the claim is unconditional, legally enforceable,
and not subject to divestment except in accordance with specific Plan
provisions.

          1.28 "Participant" means any Employee who has met the eligibility
requirements set forth in Article 3 (Amount of Life-Only Pension--Mid-Career
Benefit) or Article 4 (Amount of Life-Only Pension-Senior Executive Supplement)
and for whom benefits are to be provided under the Plan.

          1.29 "Participation" means, with respect to each Participant, 35
multiplied by a fraction (not to exceed a ratio of 1.00), the numerator of which
is equal to the number of years (to the nearest whole calendar month) of
"participation," as defined in Cinergy's Pension Plan, that has been accumulated
by the Participant under Cinergy's Pension Plan as of the applicable date, and
the denominator of which is the Participant's Potential Participation Years.

                                 -4-

<PAGE>

          1.30 "Plan" means the supplemental executive retirement plan known as
the "Cinergy Corp. Supplemental Executive Retirement Plan," as amended from time
to time.  This document sets forth the Plan as effective January 1, 1999.

          1.31 "Plan Year" means the calendar year.

          1.32 "Potential Participation Years" means, with respect to each
Participant, the number of years (to the nearest whole calendar month) of
"Participation," as defined in Cinergy's Pension Plan, the Participant will have
accumulated as of the date the Participant reaches Age 62, assuming the
Participant remains an Employee continuously until Age 62.

          1.33 "Rabbi Trust" means the grantor trust that Cinergy, in its sole
discretion, may establish pursuant to Article 12 (Funding Policy and Method) for
the deposit of funds to be used for the exclusive purpose of paying benefits
accrued under the Plan, subject to the claims of Cinergy's general creditors in
the event Cinergy becomes Insolvent.

          1.34 "Reduced Primary Social Security Benefit" means "Reduced Primary
Social Security Benefit" as defined in Cinergy's Pension Plan.

          1.35 "Reemployed Retiree" means a Participant, other than a Terminated
Vested Participant, who is reemployed by an Employer after his Initial
Separation Date or an Additional Separation Date.

          1.36 "Reemployed Terminated Vested Participant" means a Terminated
Vested Participant who is reemployed by an Employer after his Initial Separation
Date or an Additional Separation Date.

          1.37 "Reemployment Commencement Date" means, with respect to an
Employee who incurs a Severance from Service and is later reemployed by an
Employer, the date upon which the Employee first performs an Hour of Service
after his reemployment.

          1.38 "Retired Participant" means a former Participant, other than a
Terminated Vested Participant, while alive on and after his Actual Separation
Date.

          1.39 "Senior Executive Employee" means any Employee who is classified
by Cinergy as a Senior Executive Employee.

          1.40 "Senior Executive Service" means, with respect to each Employee,
the period of an Employee's Service on or after October 1, 1994, that was
accrued while the Employee was a Senior Executive Employee.

          1.41 "Service" means, with respect to each Employee, "Service" as
defined in Cinergy's Pension Plan.

                                    -5-

<PAGE>

          1.42 "Severance from Service" means, with respect to an Employee,
"Severance from Service" as defined in Cinergy's Pension Plan.

          1.43 "Severance from Service Date" means, with respect to each
Employee, the date of his Severance from Service.

          1.44 "Spouse" means, with respect to any Participant, the
Participant's lawfully married Spouse, if any, on the applicable date.  The Plan
will not recognize common law marriages or similar arrangements unless required
to do so by federal law.

          1.45 "Terminated Vested Participant" means a Participant who is
entitled to benefits under the provisions of Section 5.3 (Mid-Career Benefit For
Severance From Service After Vesting) or Section 5.4 (Senior Executive
Supplement For Severance From Service After Vesting).

          1.46 "Total Pay Replacement Percentage" means the percentage of a
Participant's Highest Average Earnings to which a Participant will be entitled
under Article 4 (Amount of Life Only Pension -- Senior Executive Supplement).  A
Participant's Total Pay Replacement Percentage will equal the product of four
percent (4%) and the number of his years of Senior Executive Service not in
excess of 15 (in whole years) as of the applicable date.  If a Senior Executive
Employee becomes totally disabled and qualifies for benefits under Cinergy's
Long-Term Disability Plan, his years of Senior Executive Service for purposes of
the preceding sentence will include the period of time beginning on the Senior
Executive Employee's Disability Date and ending on the date he elects under
Cinergy's Pension Plan to begin receiving his pension.

          1.47 "Vesting Requirement" means, with respect to each Participant,
the requirements for the vesting of his accrued benefits under the Plan as set
forth in Section 5.1 (Vesting Requirement).

          The uses of singular and masculine words are for practical purposes
only and will be deemed to include the plural and feminine, respectively, unless
the context plainly indicates a distinction.  Certain other definitions, as
required, appear in the following Articles of the Plan.


                                     ARTICLE 2
                             EFFECTIVE DATE OF THE PLAN

          The effective date of this restated Plan is January 1, 1999, as to
Cinergy, and will be effective with respect to any other Employer as of the date
that Employer elects to participate in the Plan pursuant to Article 17
(Participation by Other Employers).

                                 -6-

<PAGE>

          This restated Plan applies only to Employees who are credited with at
least one Hour of Service on or after January 1, 1999.  This restated Plan will
not affect the rights of former Participants (and their Beneficiaries) who
retired, died, or otherwise terminated their employment with an Employer prior
to January 1, 1999.  The rights, if any, of those former Participants (and their
Beneficiaries), and the amounts of their benefits, if any, will be governed by
the Plan's provisions as the same were in effect immediately prior to January 1,
1999.


                                     ARTICLE 3
                 AMOUNT OF LIFE-ONLY PENSION -- MID-CAREER BENEFIT

          3.1  ELIGIBILITY

          Eligibility for the pension payable under this Article will be
determined by the Board of Directors or its designee, in its sole discretion, on
an individual basis from among those individuals classified as Employees.  An
Employee designated in a resolution adopted by the Board of Directors or its
designee as eligible for the pension payable under this Article will become a
Participant on the date specified in the resolution or, if no date is specified
in the resolution, the later of:  (a) the first day of the calendar month
coincident with or following the adoption of the resolution, or (b) the first
day of the first calendar month coincident with or following the Employee's
Employment Commencement Date.  An Employee who becomes a Participant pursuant to
this Article, and who subsequently incurs a Severance from Service and is later
reemployed by an Employer, will resume his status as a Participant on his
Reemployment Commencement Date, provided he is reemployed as an Employee.

          3.2  ORDER IN WHICH BENEFITS DETERMINED

          The annual amount of Nonforfeitable pension payable under this Article
to a Participant or his Beneficiary will be calculated after the amount of
benefits payable to the Participant or his Beneficiary under both Cinergy's
Pension Plan and Cinergy's Excess Pension Plan have been calculated.  In no
event, however, will a Participant's benefits under this Plan be less than the
supplemental retirement benefits to which the Participant is entitled under the
terms of his or her individual employment agreement, if any, with the Employer.
The individual employment agreements listed in Addendum A are hereby
incorporated by reference and made part of this Plan.

          3.3  MID-CAREER BENEFIT AT OR AFTER AGE 62

          Subject to the provisions of Article 7 (Forms of Pension), the annual
amount of Nonforfeitable pension payable under this Article to a Participant who
has satisfied the Vesting Requirement and whose Actual Separation Date is on or
after Age 62 will be equal to the annual amount of pension that would have been
payable to the Participant, for the Participant's remaining lifetime only, under
Cinergy's Pension Plan and Cinergy's Excess Pension Plan, as in

                                 -7-

<PAGE>

effect on the Participant's Actual Separation Date, if the Participant's
years of "participation" as defined under Cinergy's Pension Plan were equal
to the Participant's years of Participation under this Plan, reduced by:

          (a)  100 percent of the annual amount of pension actually payable on
     the Participant's behalf under Cinergy's Pension Plan and Cinergy's Excess
     Pension Plan, as in effect on the Participant's Actual Separation Date,
     calculated as a straight-life annuity for the Participant commencing as of
     the Participant's age (not less than Age 62) on the date of the
     commencement of benefits on the Participant's behalf under Cinergy's
     Pension Plan; and

          (b)  50 percent of the Participant's Reduced Primary Social Security
     Benefit.

The Participant's pension payable under this Section will never be less than $0.

          3.4  MID-CAREER BENEFIT AT EARLY RETIREMENT DATE

          (a)  Subject to the provisions of Article 7 (Forms of Pension), the
     annual amount of Nonforfeitable pension payable under this Article to a
     Participant who has satisfied the Vesting Requirement and who elects an
     Early Retirement Date will be computed under Section 3.3 (Mid-Career
     Benefit At or After Age 62), as of his Early Retirement Date.

          (b)  The benefits of a Participant who elects an Early Retirement Date
     will begin on the date the Employee reaches Age 62, or if the Employee so
     elects under Cinergy's Pension Plan, at an earlier date before the date he
     reaches Age 62.  If the Employee elects under Cinergy's Pension Plan to
     have his benefit begin before Age 62, the amount of the Employee's
     Nonforfeitable annual pension under Section 3.3 will be multiplied by the
     appropriate early payment factor, if any, under Section 4.4 of Cinergy's
     Pension Plan (General Method of Computing Annual Pension for Retirement at
     Early Retirement Date).



                                     ARTICLE 4
             AMOUNT OF LIFE-ONLY PENSION -- SENIOR EXECUTIVE SUPPLEMENT

          4.1  ELIGIBILITY

          A Senior Executive Employee will become a Participant for purposes of
this Article on the first date he is classified as a Senior Executive Employee.
A Senior Executive Employee who becomes a Participant pursuant to this Article,
and who subsequently incurs a Severance from Service and is later reemployed by
an Employer, will resume his status as a

                                  -8-

<PAGE>

Participant on his Reemployment Commencement Date, provided he is reemployed
as a Senior Executive Employee.

          4.2  ORDER IN WHICH BENEFITS DETERMINED

          (a)  The annual amount of Nonforfeitable pension payable under this
     Article to a Participant or his Beneficiary will be calculated after the
     amount of benefits payable to the Participant or his Beneficiary under both
     Cinergy's Pension Plan and Cinergy's Excess Pension Plan.

          (b)  If an Employee is eligible for a life-only pension calculated
     under Article 3 (Amount of Life-Only Pension -- Mid-Career Benefit), and
     the Employee is also eligible for a Senior Executive Supplement under this
     Article, he will receive the greater of the amount of his life-only pension
     calculated under Article 3 (Amount of Life-Only Pension -- Mid-Career
     Benefit) or this Article 4 (Amount of Life-Only Pension -- Senior Executive
     Supplement).

          (c)  In no event will a Participant's benefits under this Plan be less
     than the supplemental retirement benefits to which the Participant is
     entitled under the terms of his or her individual employment agreement, if
     any, with the Employer.  The individual employment agreements listed in
     Addendum A are hereby incorporated by reference and made part of this Plan.

          4.3  SENIOR EXECUTIVE SUPPLEMENT AT OR AFTER AGE 62

          Subject to the provisions of Article 7 (Forms of Pension), the annual
amount of Nonforfeitable pension payable under this Article to a Participant who
has satisfied the Vesting Requirement and whose Actual Separation Date is on or
after Age 62 will be equal to the product of:

          (a)  his Highest Average Earnings; and

          (b)  his Total Pay Replacement Percentage,
reduced by:

          (c)  100 percent of the annual amount of pension actually payable on
     the Participant's behalf under Cinergy's Pension Plan and Cinergy's Excess
     Pension Plan, as in effect on the Participant's Actual Separation Date,
     calculated as a straight-life annuity for the Participant commencing as of
     the Participant's age (not less than Age 62) on the date of the
     commencement of benefits on the Participant's behalf under Cinergy's
     Pension Plan; and

          (d)  50 percent of the Participant's Reduced Primary Social Security
     Benefit.

                                      -9-

<PAGE>

A Participant's pension payable under this Section will never be less than $0.

          4.4  SENIOR EXECUTIVE SUPPLEMENT AT EARLY RETIREMENT DATE

          (a)  Subject to the provisions of Article 7 (Forms of Pension), the
     annual amount of Nonforfeitable pension payable under this Article to a
     Participant who has satisfied the Vesting Requirement and who elects an
     Early Retirement Date will be computed under Section 4.3 (Senior Executive
     Supplement At or After Age 62), as of his Early Retirement Date.

          (b)  The benefits of a Participant who elects an Early Retirement Date
     will begin on the date the Employee reaches Age 62, or if the Employee so
     elects under Cinergy's Pension Plan, at an earlier date before the date he
     reaches Age 62.  If the Employee elects under Cinergy's Pension Plan to
     have the benefit begin before Age 62, the amount of the Employee's
     Nonforfeitable annual pension under Section 4.3 will be multiplied by the
     appropriate early payment factor, if any, under Section 4.4 of Cinergy's
     Pension Plan (General Method of Computing Annual Pension for Retirement at
     Early Retirement Date).


                                     ARTICLE 5
                           SEVERANCE FROM SERVICE-VESTING

          5.1  VESTING REQUIREMENT

          A Participant will satisfy the Vesting Requirement for the Mid-Career
Benefit under the Plan upon his completion of five years of Service and then
will have a Nonforfeitable right to his accrued benefit under the Plan.  A
Participant will satisfy the Vesting Requirement for the Senior Executive
Supplement under the Plan upon both his completion of five years of Senior
Executive Service and reaching age 50 and then will have a Nonforfeitable right
to his accrued benefit under the Plan.  However, a Participant who becomes
totally disabled or who continues as an Employee on or after the date that he
reaches his 62nd birthday will be deemed to satisfy the Vesting Requirement
under the Plan as of his Disability Date, or the date he reaches his 62nd
birthday, whichever is applicable, if he has not otherwise satisfied the Vesting
Requirement under the Plan.

          5.2  SEVERANCE FROM SERVICE BEFORE VESTING

          If a Participant incurs a Severance from Service before he has
satisfied the Vesting Requirement, and he is not reemployed by an Employer, he
will have no further interest in, or right to, any benefits under the Plan.

                                  -10-

<PAGE>

          5.3  MID-CAREER BENEFIT FOR SEVERANCE FROM SERVICE AFTER VESTING

          (a)  If a Participant who is eligible for a mid-career benefit under
     Article 3 incurs a Severance from Service before his 50th birthday but
     after satisfying the Vesting Requirement, and he is not later reemployed by
     an Employer, he will be entitled to receive a pension commencing at Age 62,
     if he is then living.  Subject to the provisions of Article 7 (Forms of
     Pension), the annual amount of pension then payable under the Plan to the
     Participant will be equal to the annual amount of pension that would have
     been payable to the Participant, for the Participant's remaining lifetime
     only, under Cinergy's Pension Plan and Cinergy's Excess Pension Plan, as in
     effect on the Participant's applicable Severance from Service Date, if the
     Participant's years of "participation" as defined under Cinergy's Pension
     Plan were equal to the Participant's years of Participation under this
     Plan, reduced by:

               (1)  100 percent of the annual amount of pension actually payable
          on the Participant's behalf under Cinergy's Pension Plan and Cinergy's
          Excess Pension Plan, as in effect on the Participant's applicable
          Severance from Service Date, calculated as a straight-life annuity for
          the Participant commencing as of Age 62; and

               (2)  50 percent of the Participant's Reduced Primary Social
          Security Benefit.

     A Participant's pension payable under this Section will never be less than
     $0.

          (b)  A Participant may elect under Cinergy's Pension Plan to begin
     receiving his pension on any date on or after his 50th birthday and before
     he reaches Age 62.  If the Participant elects under Cinergy's Pension Plan
     to begin receiving a pension prior to Age 62, then the annual amount of his
     pension under Subsection (a) will be reduced by the applicable early
     payment factor under Section 4.5 of Cinergy's Pension Plan (General Method
     of Computing Annual Pension for a Terminated Vested Participant), as in
     effect on the Participant's applicable Severance from Service Date.

          5.4  SENIOR EXECUTIVE SUPPLEMENT FOR SEVERANCE FROM SERVICE AFTER
VESTING

          (a)  If a Participant who is eligible for a Senior Executive
     Supplement under Article 4 incurs a Severance from Service due to a
     disability before his 50th birthday and has thus satisfied the Vesting
     Requirement as of his Disability Date, and he is not later reemployed by an
     Employer, he will be entitled to receive a pension commencing at Age 62, if
     he is then living.  Subject to the provisions of Article 7 (Forms of
     Pension), the annual amount of pension then payable under the Plan to the
     Participant will be equal to the product of:

                                   -11-

<PAGE>

               (1)  his Highest Average Earnings as of his Disability Date; and

               (2)   his Total Pay Replacement Percentage as of the date he
          elects under Cinergy's Pension Plan to begin receiving his pension,

          reduced by:

               (3)  100 percent of the annual amount of pension actually payable
          on the Participant's behalf under Cinergy's Pension Plan and Cinergy's
          Excess Pension Plan, as in effect on the Participant's applicable
          Severance from Service Date, calculated as a straight-life annuity for
          the Participant commencing as of Age 62; and

               (4)  50 percent of the Participant's Reduced Primary Social
          Security Benefit.

     A Participant's pension payable under this Section will never be less than
     $0.

          (b)  A disabled Participant may elect under Cinergy's Pension Plan to
     begin receiving his pension on any date on or after his 50th birthday and
     before he reaches Age 62.  If the Participant elects under Cinergy's
     Pension Plan to begin receiving a pension prior to Age 62, then the annual
     amount of the pension under Subsection (a) will be reduced by the
     applicable early payment factor under Section 4.5 of Cinergy's Pension Plan
     (General Method of Computing Annual Pension for a Terminated Vested
     Participant), as in effect on the Participant's applicable Severance from
     Service Date.

          5.5  REEMPLOYMENT

          If an Employee incurs a Severance from Service and is later reemployed
by an Employer, his two (or more) periods of employment will, subject to all of
the provisions of the Plan, be aggregated for the purpose of determining his
years of Participation, his years of Service, and his years of Senior Executive
Service.



                                     ARTICLE 6
                                  SPOUSE'S BENEFIT

          6.1  DETERMINATION OF SPOUSE'S BENEFIT -- MID-CAREER BENEFIT

          Upon the death of either (a) an Active Participant who has satisfied
the Vesting Requirement under Cinergy's Pension Plan (an "Eligible Active
Participant") or (b) a former Participant who has satisfied the Vesting
Requirement under Cinergy's Pension Plan, whose employment with his Employer
terminated before the Participant reached age 50, and whose

                                -12-

<PAGE>

pension under the Plan had not yet begun on the date of his death (an
"Eligible Former Participant"), his Spouse on the date of his death, if
living on the date of the first installment payable as set forth below, will
be entitled to receive an annual pension under the Plan as a Spouse's
Benefit.  The annual amount of the Spouse's Benefit will be determined as
follows:

          (a)  If, at the date of his death, the Participant was either an
     Eligible Active Participant or an Eligible Former Participant who had
     reached age 50, the Spouse's Benefit will be equal to the annual amount of
     pension that would have been payable to the Spouse under the provisions of
     Cinergy's Pension Plan and Cinergy's Excess Pension Plan, as in effect on
     the date of the Participant's death, if the Participant's years of
     "participation" as defined under Cinergy's Pension Plan were equal to the
     Participant's years of Participation under this Plan, reduced by:

               (1)  100 percent of the annual death benefit actually payable to
          the Participant's Spouse under Cinergy's Pension Plan and Cinergy's
          Excess Pension Plan, as in effect on the date of the Participant's
          death; and

               (2)  50 percent of the Participant's Reduced Primary Social
          Security Benefit, calculated as of the date of the Participant's
          death.

          (b)  If the Participant had not reached Age 62 as of the date of his
     death, then the annual amount of the Spouse's Benefit under Subsection (a)
     will be reduced by the applicable early payment factor under
     Subsection 6.1(a) of Cinergy's Pension Plan (Determination of Spouse's
     Benefit).

          (c)  If, at the date of his death, the Participant was either an
     Eligible Active Participant or an Eligible Former Participant who, in
     either case, had not reached age 50, the annual amount of the Spouse's
     Benefit under Subsection (a) will be calculated in the manner prescribed by
     Subsection 6.1(c) of Cinergy's Pension Plan (Determination of Spouse's
     Benefit).

A Spouse's Benefit payable under this Section will never be less than $0.

          6.2  DETERMINATION OF SPOUSE'S BENEFIT -- SENIOR EXECUTIVE SUPPLEMENT

          Upon the death of either (a) an Active Participant who has satisfied
the Vesting Requirement, (b) an Active Participant who was a Senior Executive
Employee and who has completed 5 years of Senior Executive Service ("Eligible
Active Participant"), or (c) a former Participant who was a Senior Executive
Employee and who has satisfied the Vesting Requirement as of his Disability
Date, whose employment with his Employer terminated before the Participant
reached age 50, and whose pension had not yet begun on the date of his death
("Eligible Former Participant"), his Spouse on the date of his death, if living
on the date of the first installment payable as set forth below, will be
entitled to receive an annual pension under

                                  -13-

<PAGE>

the Plan as a Spouse's Benefit.  The annual amount of the Spouse's Benefit
will be determined as follows:

          (a)  If, at the date of his death, the Participant was an Eligible
     Active Participant who had reached age 50, the Spouse's Benefit will be
     equal to the product of:

               (1)  the Participant's Highest Average Earnings; and

               (2)  his Total Pay Replacement Percentage,

          as of the date of his death, reduced by:

               (3)  100 percent of the annual amount of pension actually payable
          to the Participant's Spouse under Cinergy's Pension Plan and Excess
          Pension Plan, as in effect on the date of the Participant's death; and

               (4)  50 percent of the Participant's Reduced Primary Social
          Security Benefit, calculated as of the date of the Participant's
          death.

          (b)  If the Participant had not reached Age 62 as of the date of his
     death, then the annual amount of the Spouse's Benefit under Subsection (a)
     will be reduced by the applicable early payment factor under Subsection
     6.1(a) of Cinergy's Pension Plan (Determination of Spouse's Benefit).

          (c)  If, at the date of his death, the Participant was either an
     Eligible Active Participant or an Eligible Former Participant who, in
     either case, had not reached age 50, the annual amount of the Spouse's
     Benefit under Subsection (a) will be calculated in the manner prescribed by
     Subsection 6.1(c) of Cinergy's Pension Plan (Determination of Spouse's
     Benefit).

A Spouse's Benefit payable under this Section will never be less than $0.

          6.3  METHOD OF PAYMENT OF SPOUSE'S BENEFIT

          A Spouse's Benefit will be payable in equal monthly installments, each
installment being equal to 1/12th of the annual amount as determined pursuant to
this Article.  If at the date of his death the Eligible Active Participant or
Eligible Former Participant had reached age 50, the first monthly installment
will be payable to the Participant's Spouse on the first day of the calendar
month coincident with or following the date of the Participant's death, if his
Spouse is then living.  If at the date of his death the Participant had not
reached age 50, the first monthly installment will be payable to the
Participant's Spouse on the first day of the calendar month coincident with or
following the date the Participant would have reached age 50, had he survived
until that date, if his Spouse is then living.  In either event, subsequent
monthly

                                 -14-

<PAGE>

installments will be payable on the first day of each month and will cease
upon the payment of the installment due on the first day of the calendar
month in which the Spouse dies.

                                     ARTICLE 7
                                  FORMS OF PENSION

          The form of a pension payable under the Plan to a Participant will be
made in the same form in which the pension payable to the Participant under
Article 7 of Cinergy's Pension Plan is made.


                                     ARTICLE 8
                                 PAYMENT OF PENSION

          8.1  TIMING OF PAYMENT

          The payment of benefits under this Plan to a Participant will begin as
of the same date his benefits under Cinergy's Pension Plan begin.

          8.2  METHOD OF PAYMENT

          Unless specified elsewhere in the Plan, all pension payments under the
Plan will normally be payable in equal monthly installments, with each monthly
installment equal to 1/12th of the annual amount payable.  Pension payments will
be (a) made by check to the order of the Participant, his Spouse, his
Beneficiary, or his Contingent Annuitant, as applicable, and mailed to that
person's address as it appears on the Employer's records, or (b) deposited
directly into an account of the Participant, his Spouse, or his Contingent
Annuitant, as applicable, maintained by the recipient at a bank, savings and
loan, or other financial institution, as directed by the recipient.

          8.3  SMALL BENEFITS

          Notwithstanding any other provision of the Plan, where the Actuarial
Equivalent present value of a Participant's Nonforfeitable pension or Spouse's
Benefit under this Plan does not exceed $5,000, the Committee or its designee
will pay the pension or Spouse's Benefit in a single-sum cash payment equal to
the Actuarial Equivalent of the pension or Spouse's Benefit otherwise payable.



          8.4  FACILITY OF PAYMENT

                                      -15-

<PAGE>

          If any benefit under the Plan is payable to a person whom the
Committee knows is a minor or otherwise under legal incapacity, the Committee or
its designee may have the payment made to the legal guardian of that person or
to the person or organization as a court of competent jurisdiction may direct.
To the extent permitted by law, any payment under this Section will be a
complete discharge of any liability under the Plan to that person.

          8.5  SUSPENSION OF BENEFITS

          Notwithstanding any other provision of the Plan, any pension benefit
payments being received under this Plan by a Reemployed Retiree or a Reemployed
Terminated Vested Participant and any pension benefit payments that would
otherwise begin with respect to that individual during his reemployment with the
Employer, will be subject to Section 8.5 (Benefits for Late Retirees, Reemployed
Retirees, and Reemployed Terminated Vested Participants) of Cinergy's Pension
Plan, except that Subsection 8.5(b) will not apply.


                                     ARTICLE 9
                             NONALIENATION OF BENEFITS

          The Plan will not in any manner be liable for, or subject to, the
debts or liabilities of any Participant, Beneficiary, Contingent Annuitant,
Spouse, or any other person entitled to any Plan benefit.  No payee may assign
any payment due him under the Plan.  No pension or other benefits at any time
payable under the Plan will be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, attachment, garnishment, levy,
execution, or other legal or equitable process, or encumbrance of any kind.  Any
attempt to alienate, sell, transfer, assign, or otherwise encumber any such
benefit, whether presently or thereafter payable, will be void.


                                     ARTICLE 10
                                   ADMINISTRATION

          10.1 ADMINISTRATOR

          The Benefits Committee will be the administrator of the Plan.  The
Committee will consist of the number of members, not fewer than three, that is
specified from time to time by the Board of Directors or its designee.  All
members of the Committee will be employees or officers of an Employer.  All
members of the Committee will serve without compensation.



          10.2 REMOVAL AND REPLACEMENT OF COMMITTEE MEMBERS

                                    -16-

<PAGE>

          The members of the Committee will serve at the pleasure of the Board
of Directors and may be removed by the Board of Directors or its designee with
or without cause.  Any vacancy among the members will be filled by the Board of
Directors or its designee.

          10.3 DISQUALIFICATION AND RESIGNATION

          On the date when a Committee member is neither an employee nor an
officer of an Employer, he will be disqualified from membership on the
Committee.  A member of the Committee may resign by delivering his written
resignation to any other member of the Committee.  A resignation will become
effective on the date specified in the instrument of resignation.

          10.4 CHAIRPERSON, SERVICES, AND COUNSEL

          The members of the Committee will elect one of their members as
Chairperson and will elect a Secretary, who may be, but need not be, one of the
members of the Committee. Cinergy will provide the Committee, at Cinergy's
expense, with such clerical, accounting, actuarial, and other services as may be
reasonably required by the Committee in carrying out its responsibilities.  The
Committee may employ counsel, who may be, but need not be, counsel to Cinergy.

          10.5 MEETINGS

          The Committee will hold meetings upon such notice, at the places, and
at the times as the Committee may from time to time determine.

          10.6 QUORUM

          A majority of the members of the Committee at the time holding office
will constitute a quorum for the transaction of business.  All resolutions and
other action taken by the Committee at any meeting will be by the vote of the
majority of the members of the Committee present at the meeting.

          10.7 ACTION WITHOUT MEETING

          Any decision, order, direction, or other action, made in writing
signed by a majority of the members of the Committee at the time holding office
will constitute valid and effective action of the Committee, whether or not the
matter to which that decision, order, direction, or other action pertains had
already been acted upon at a duly called and held meeting of the Committee.

                                   -17-
<PAGE>
          10.8 CORRECTION OF DEFECTS

          The Committee may correct any defect or supply any omission or
reconcile any error or inconsistency in its previous proceedings, decisions,
orders, directions, or other actions in the manner and to the extent as it deems
advisable to carry out the purposes of the Plan.

          10.9 RELIANCE UPON LEGAL COUNSEL

          The members of the Committee, and Cinergy and its officers and
directors, will be entitled to rely upon all opinions given by legal counsel
selected by the Committee.

          10.10 EXPENSES

          In the performance of its duties, the Committee is authorized to incur
reasonable expenses, including counsel fees, which will be paid by the Employer.

          10.11 INDEMNIFICATION

          Cinergy agrees to indemnify and hold harmless each member of the
Committee against any cost, expense, or liability (including any sum paid in
settlement of any claim with the approval of the Board of Directors) arising out
of any act or omission to act as a member of the Committee, except only acts and
omissions representing willful misconduct, fraud, or lack of good faith.

          10.12 POWERS AND DUTIES OF COMMITTEE

          Subject to the specific limitations stated in this document, the
Committee will have the following powers, duties, and responsibilities:

          (a)   to carry out the Plan's general administration;

          (b)   to cause to be prepared all forms necessary or appropriate for
     the Plan's administration;

          (c)   to keep appropriate books and records, including minutes of the
     Committee's meetings;

          (d)   to give directions as to the amounts to be disbursed to
     Participants and others under the Plan's provisions;

          (e)   to determine, with discretionary authority and consistent with
     the provisions of this document, all questions of the eligibility, rights,
     and status of Participants and others under the Plan;

                                      -18-

<PAGE>

          (f)   to exercise all other powers and duties specifically conferred
     upon the Committee elsewhere in this document;

          (g)   to interpret, with discretionary authority, the provisions of
     the Plan and to resolve, with discretionary authority, all disputed
     questions of Plan interpretation and benefit eligibility; and

          (h)   to employ agents to assist it in performing its administrative
     duties.

          The Committee will at all times make similar decisions on similar
questions involving similar circumstances.  Subject to the provisions of
Article 11 (Benefit Claims Procedures), all decisions of the Committee made in
good faith on all matters within the scope of its authority under the provisions
of this document will be final and binding upon all persons.


                                     ARTICLE 11
                             BENEFIT CLAIMS PROCEDURES

          Claims for benefits under the Plan will be made in writing to the
Committee or its designee.  If a claim for benefits is wholly or partially
denied, the Committee or its designee will notify the Claimant of the claim's
denial within a reasonable period of time.  The Committee or its designee is
authorized to develop more fully the Plan's benefit claims procedures by
establishing from time to time various rules and procedures.

          Within 60 days after the Claimant's receipt of written notice of the
claim's denial, the Claimant, or his duly authorized representative, may file a
written request with the Committee requesting a full and fair review of the
denial of the Claimant's claim for benefits.  In connection with the Claimant's
appeal of the denial of his claim for benefits, the Claimant may review
pertinent documents in the Committee's possession and may submit issues and
comments in writing.  The Committee will make a decision on review promptly
after receipt of the Claimant's request for review.  The decision on review will
be in writing and written in a manner calculated to be understood by the
Claimant, will set forth the specific reason or reasons for the decision, and
will contain a specific reference to the pertinent Plan provisions on which the
decision is based.  If the decision on review is not furnished to the Claimant
within 60 days of receipt of the request for review, the claim will be deemed
denied on review.


                                     ARTICLE 12
                             FUNDING POLICY AND METHOD

          The Plan will be totally unfunded, so that the Employer's obligation
to pay benefits under the Plan is merely a contractual duty to make payments
when due under the Plan. The Employer's promise to pay benefits under the Plan
will be unsecured, will be paid out of the

                                   -19-

<PAGE>

Employer's general assets and, except as provided in the following paragraph,
Cinergy will not set aside or segregate assets for the purpose of paying
benefits under the Plan.

          Notwithstanding the preceding paragraph, Cinergy, in its sole
discretion, may establish a Rabbi Trust.  The Employer, in its sole discretion,
may make such contributions to the Rabbi Trust as the Committee determines are
appropriate to enable the Employer to pay benefits under the Plan.  Any Rabbi
Trust established under this Article will be created pursuant to a written trust
document that substantially conforms to the model form of rabbi trust agreement
approved by the Internal Revenue Service in Revenue Procedure 92-64 (as amended
from time to time).


                                     ARTICLE 13
                                   MISCELLANEOUS

          13.1  NO ENLARGEMENT OF EMPLOYEE RIGHTS

          This Plan is strictly a voluntary undertaking on the part of each
Employer and will not be deemed to constitute a contract between the Employer
and any Employee or to be consideration for, or an inducement to, or a condition
of, the employment of any Employee. Nothing contained in the Plan will be deemed
to give any Employee the right to be retained in the service of any Employer or
to interfere with the right of any Employer to discharge any Employee at any
time.  No person will have any right to pension benefits except to the extent
provided in the Plan.

          13.2  NOTICE OF ADDRESS

          Each Participant, Retired Participant, Terminated Vested Participant,
Beneficiary, Contingent Annuitant, and Spouse entitled to benefits under the
Plan must submit to the Committee or its designee his post office address and
each change of post office address.  Any communication, statement, or notice
addressed to a person at his latest post office address as filed with the
Committee or its designee will, upon deposit in the United States mail with
postage prepaid, be binding upon that person for all Plan purposes, and the
Committee will not be obliged to search for, or to ascertain the whereabouts of,
any person, except as otherwise required by law.

          13.3  DATA

          Participants, Retired Participants, Terminated Vested Participants,
Beneficiaries, Contingent Annuitants, and Spouses must furnish to the Committee
or its designee any documents, evidence, or information that the Committee
considers necessary or desirable for the purposes of administering the Plan, or
to protect the Committee; and it will be a condition of the

                                  -20-

<PAGE>

Plan that each person must furnish this information promptly and sign
required documents before any benefits become payable under the Plan.

          13.4  NO INDIVIDUAL LIABILITY

          It is the express purpose and intention of the Plan that no individual
liability whatever will attach to, or be incurred by, the shareholders,
officers, or members of the board of directors of any Employer, or the
Committee, or its members, or any fiduciary designated pursuant to Section 10.12
(Powers and Duties of Committee), or any representatives appointed by Cinergy,
under or by reason of any of the terms or conditions of the Plan.

          13.5  GOVERNING LAWS

          The Plan will be construed and administered according to the internal
laws of the State of Ohio to the extent that those laws are not preempted by
federal law.

          13.6  SEVERABILITY

          If any part of the Plan is adjudged by a court of competent
jurisdiction to be contrary to the laws governing the Plan, then the Plan will,
in all other respects, be and remain legally effective and binding to the full
extent permissible under the law.

          13.7  INTERPRETATION AND REGULATION OF PLAN

          Cinergy, by action of the Committee, reserves the right to interpret
and regulate the Plan, by exercise of discretionary authority, and its
interpretation and regulation will be legally effective and binding on all
parties concerned.

          13.8  COMMUNICATIONS BY PARTICIPANTS

          All communications by Participants and other concerned parties
concerning the Plan must be in writing and directed to Cinergy's General
Manager, Benefits, 1000 East Main Street, Plainfield, Indiana 46168.

          13.9  HEADINGS

          The headings of Articles, Sections, Subsections, Paragraphs, or other
parts of the Plan are for convenience of reference only and do not define,
limit, construe, or otherwise affect the contents of this document.

                                    -21-

<PAGE>

                                     ARTICLE 14
                                   CONTRIBUTIONS

          No contributions to the Plan by Participants will be required or
permitted under the Plan.

          During the continuance of the Plan and for the purpose of providing
the benefits contemplated under the Plan, each Employer intends to pay out of
its general assets, from time to time, those sums of money which the Committee
deems sufficient to provide the benefits under the Plan.


                                     ARTICLE 15
                    CONTINUED APPROVAL OF CINERGY'S PENSION PLAN

          The Plan, as set forth in this document, is intended to provide
retirement benefits supplemental to those provided under Cinergy's Pension Plan.
The implementation and continuance of the Plan are expressly conditioned upon
the absence of any disqualifying effects of implementation and continuance upon
Cinergy's Pension Plan under the Code.  Any modification, amendment, or
termination of the Plan may be made, retroactive or otherwise, as necessary or
appropriate to maintain the qualification of Cinergy's Pension Plan under the
Code or to otherwise cause Cinergy's Pension Plan to comply with any applicable
requirements of the Employee Retirement Income Security Act of 1974, as amended
from time to time.


                                     ARTICLE 16
                             AMENDMENT AND TERMINATION

          16.1  AUTHORITY TO AMEND

          Cinergy, by resolution of the Board of Directors or by any person or
persons duly authorized by resolution by the Board of Directors, will have the
right, authority, and power to alter, amend, modify, revoke, or terminate the
Plan, and Cinergy, by resolution of the Board of Directors or by any person or
persons duly authorized by resolution by the Board of Directors, will also have
the right, authority and power to terminate the Plan and to discontinue or
suspend the payment of benefits under the Plan.

          16.2  MERGER, CONSOLIDATION, AND CHANGE IN CONTROL

          If Cinergy should be reorganized by merger, consolidation, transfer of
assets, or otherwise, so that a corporation, partnership, or person shall
succeed to all or substantially all of Cinergy's business, or a Change in
Control of Cinergy occurs, then the obligations and responsibilities of Cinergy
under the Plan will be assumed by any successor, acquiring

                                 -22-

<PAGE>

corporation, or controlling entity, and all of the rights, privileges, and
benefits of the Participants under the Plan will continue.  Notwithstanding
the provisions of Section 16.1 (Authority to Amend), the provisions of this
Section may not be amended by an amendment to the Plan effective within three
years of the occurrence of any of the events described in the preceding
sentence.

                                     ARTICLE 17
                          PARTICIPATION BY OTHER EMPLOYERS

          17.1  ADOPTION OF THE PLAN

          With Cinergy's consent, any Affiliate may become a participating
Employer under the Plan by (a) taking appropriate action to adopt the Plan;
(b) filing with Cinergy a duly certified copy of the Plan as adopted by the
Affiliate; and (c) executing and delivering any documents and taking any other
action as may be necessary or desirable to put the Plan into effect with respect
to that corporation or entity.

          17.2  WITHDRAWAL FROM PARTICIPATION

          Any Employer may, with Cinergy's consent, withdraw from participation
in the Plan at any time by filing with Cinergy a duly certified copy of a
resolution of its board of directors to that effect and giving notice of its
intended withdrawal to Cinergy prior to the effective date of withdrawal.

          17.3  CINERGY AS AGENT FOR EMPLOYERS

          Each Affiliate that becomes a participating Employer pursuant to
Section 17.1 (Adoption of the Plan) or Article 18 (Continuance by a Successor)
by so doing will be deemed to have appointed Cinergy its agent to exercise on
its behalf all of the powers and authorities conferred upon Cinergy by the terms
of the Plan, including, but not limited to, the power to amend and terminate the
Plan.  Each Employer must, from time to time, upon Cinergy's request, furnish to
Cinergy any data and information as Cinergy requires in the performance of its
duties.


                                     ARTICLE 18
                             CONTINUANCE BY A SUCCESSOR

          If Cinergy or any other Employer is reorganized by way of merger,
consolidation, transfer of assets, or otherwise, so that a corporation,
partnership or person other than an Employer succeeds to all or substantially
all of the Employer's business, the successor may be substituted for the
Employer under the Plan by adopting the Plan.  Benefit payments by the Employer
will be automatically suspended from the effective date of any reorganization
until the date upon which the substitution of the successor corporation for the
Employer under the Plan

                                   -23-

<PAGE>

becomes effective.  If, within 90 days following the effective date of any
reorganization, the successor has not elected to become a party to the Plan,
or if the Employer adopts a plan of complete liquidation other than in
connection with a reorganization, the Plan will be automatically terminated
with respect to Employees of the Employer as of the close of business on the
90th day following the effective date of the reorganization or as of the
close of business on the date of adoption of the plan of complete
liquidation, as the case may be.

          IN WITNESS WHEREOF, Cinergy Corp. has caused this Plan to be executed
and approved by its duly authorized officers, effective as of January 1, 1999.


                              By: ___________________________________
                                  Madeleine W. Ludlow
                                  Vice President and Chief Financial Officer


                              Dated: ________________________________


APPROVED:


____________________________________
Jerome A. Vennemann
Acting General Counsel and
Assistant Corporate Secretary


Dated:  ______________________________

                                         -24-

<PAGE>

ADDENDUM A



                CINERGY CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



The following is the list of individual Employment Agreements (and related
agreements) that are incorporated into and made a part of this Plan pursuant to
Sections 3.2 and 4.2 of the Plan:

          -     John T. Ambrose, amended and restated effective November 1,
                1997, and as amended effective July 15, 1999
          -     Michael J. Cyrus, effective April 6, 1998
          -     Cheryl M. Foley, amended and restated effective March 1, 1999
          -     William J. Grealis, amended and restated effective March 1, 1999
          -     J. Joseph Hale, Jr., amended and restated effective March 1,
                1999
          -     M. Stephen Harkness, effective July 1, 1998
          -     Donald B. Ingle, Jr., amended and restated effective March 1,
                1999
          -     Albert S. Keys, effective January 15, 1997, and as amended
                effective January 29, 1997
          -     Jerry W. Liggett, Amended and Restated Executive Severance
                Agreement and General Release, dated March 12, 1999
          -     Madeleine W. Ludlow, amended and restated effective March 1,
                1999
          -     John M. Mutz, effective October 4, 1993, and as subsequently
                amended effective August 30, 1996, January 29, 1997, September
                24, 1998, and December 31, 1998
          -     Vladimir Prerad, effective June 1, 1996
          -     Jackson H. Randolph, amended and restated effective October 24,
                1994
          -     L. C. Randolph, Jr., effective January 20, 1997
          -     Bernard F. Roberts, effective March 1, 1999
          -     James E. Rogers, Second Amended and Restated Employment
                Agreement effective September 22, 1998
          -     William L. Sheafer, effective July 1, 1998
          -     John P. Steffen, effective July 1, 1998
          -     Larry E. Thomas, amended and restated effective March 1, 1999,
                and as amended effective September 1, 1999
          -     James L. Turner, effective February 16, 1999
          -     William F. Tyndall, effective August 25, 1998
          -     Charles J. Winger, amended and restated effective March 1, 1999,
                and as amended effective September 1, 1999

                                   -25-