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                                  CINERGY CORP.
            AMENDED AND RESTATED SEPARATION AND RETIREMENT AGREEMENT
                       AND WAIVER AND RELEASE OF LIABILITY

         This Amended and Restated Separation and Retirement Agreement and
Waiver and Release of Liability (the "Agreement"), which is effective as of this
15th day of February, 2002, is entered into by and between Larry E. Thomas (the
"Executive") and Cinergy Corp., with the mutual exchange of promises as
consideration. Capitalized words and terms used throughout this Agreement that
are not defined elsewhere in this Agreement are defined in Section 22.

                                    RECITALS

     A.   The Executive has elected to terminate voluntarily his employment with
Cinergy and retire effective March 31, 2002.

     B.   The Executive resigned from his position as Chief Executive Officer of
the Power Technology & Infrastructure Services Business Unit ("Former Position")
effective June 30, 2001 and continued in the employ of Cinergy in a new position
with the title of Vice Chairman of Public Service Indiana (PSI) ("New Position")
following such resignation from such Former Position and plans to continue in
such New Position until his retirement on March 31, 2002. Cinergy desires to
have the Executive serve in the New Position until his retirement and is willing
to relocate the Executive to Indianapolis, Indiana and to provide certain
additional benefits and arrangements to the Executive, provided that the
Executive executes and does not timely revoke this Agreement.

     C.   Previously, the Executive and Cinergy negotiated certain additional
separation benefits to be paid to the Executive in exchange for his voluntary
retirement provided that the Executive executed (and did not timely revoke) the
Cinergy Corp. Separation and Retirement Agreement and Waiver and Release of
Liability and timely executed and did not timely revoke a waiver and release, in
the form attached to the Cinergy Corp. Separation and Retirement Agreement and
Waiver and Release of Liability as Exhibit A, of all claims that the Executive
might be able to assert against Cinergy and certain related entities and
individuals.

     D.   The parties have agreed to enter into this Agreement, which has been
specifically negotiated between the Executive and Cinergy. The parties
acknowledge and agree that this Agreement replaces and supersedes (i) the
Amended and Restated Employment Agreement dated December 30, 1999 ("Employment
Agreement") and (ii) and the Cinergy Corp. Separation and Retirement Agreement
and Waiver and Release of Liability.

     THEREFORE, Cinergy and the Executive enter into the following Agreement:

                                    AGREEMENT

     1.   NEW POSITION, RELOCATION, AND RETIREMENT.

          a.   RESIGNATION FROM FORMER POSITION. The Executive agreed to resign
from his Former Position effective June 30, 2001, and did so resign.


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          b.   NEW POSITION. Cinergy extended to the Executive, and the
Executive accepted, the New Position effective July 1, 2001. The New Position is
located in the metropolitan area of Indianapolis, Indiana. The duties of the New
Position are those duties assigned to the Executive by the Chief Executive
Officer of the Company from time to time. Until March 31, 2002, the compensation
and prerequisites for the New Position will be the same as those for the
Executive's Former Position as provided in Section 3 of the Employment
Agreement.

          c.   RELOCATION. In June of 2001, the Executive relocated to the
metropolitan area of Indianapolis, Indiana, pursuant to the terms of the
Executive Relocation Agreement.

          d.   TERMINATION OF EMPLOYMENT. The Executive will retire, and his
employment with Cinergy will terminate, effective as of the close of business on
March 31, 2002.

          e.   EFFECT ON OTHER AGREEMENTS. This Agreement replaces and
supersedes, except as otherwise provided in Section 1.b of this Agreement, any
and all prior employment, separation and retirement agreements between Cinergy
and the Executive, including but not limited to (i) the Employment Agreement and
(ii) the Cinergy Corp. Separation and Retirement Agreement and Waiver and
Release of Liability.

     2.   SEPARATION BENEFITS. In exchange for resigning from employment,
entering into this Agreement, and satisfying any additional conditions set forth
in this Agreement, the Executive will receive the following benefits, as a
result of negotiations between the parties, which benefits shall be payable
following March 31, 2002 as described below:

          a.   SEVERANCE PAY. After March 31, 2002, provided that the Executive
timely executes and does not timely revoke a waiver and release, in the form
attached to this Agreement as EXHIBIT A, of all claims that the Executive might
be able to assert against Cinergy and certain related entities and individuals
(the "Waiver and Release"), Cinergy agrees to pay the Executive, in lieu of any
other severance benefits that might be payable to the Executive under the
Employment Agreement, severance pay in the gross amount of $3,382,276.00. This
amount, less applicable tax withholdings, will be paid in a lump sum within 10
days after the expiration of the revocation period described in the Waiver and
Release.

          b.   RETIREE WELFARE BENEFITS. After March 31, 2002, provided that the
Executive executes and does not timely revoke the Waiver and Release, upon his
retirement, pursuant to this Agreement, the Executive will be entitled to
comprehensive retiree medical and dental coverage pursuant to the terms of the
Cinergy Corp. Welfare Benefits Program. The Executive will receive the maximum
subsidy provided by Cinergy to retirees for purposes of determining the amount
of the monthly premiums due from the Executive.

          c.   VACATION PAY. After March 31, 2002, provided that the Executive
executes and does not timely revoke the Waiver and Release, within 10 days after
the expiration of the revocation period described in the Waiver and Release, the
Executive will receive, in a lump sum cash payment, fifteen (15) weeks of
accrued but unused vacation pay in the gross amount of $158,656.20, less
applicable tax withholdings.

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          d.   WAIVER OF PREPAYMENT PENALTY. If the prepayment penalty under
Cinergy's Executive Stock Purchase Program is waived for any participant in that
program, it will also be waived for the Executive.

          e.   EXECUTIVE SUPPLEMENTAL LIFE INSURANCE. After March 31, 2002,
provided that the Executive timely executes and does not timely revoke the
Waiver and Release, the Executive will receive the value of the additional life
insurance provided to the Executive under the Executive Supplemental Life
Insurance Program, which is $150,000. This amount will be paid to the Executive
in cash, in equal annual installments of $15,000, less applicable tax
withholdings, over a 10-year period beginning in February of 2003.

          f.   STOCK OPTIONS. Any rights the Executive may have with respect to
the stock options granted to the Executive on October 24, 1994 will be
determined under the terms of the incentive stock option agreement dated October
24, 1994 the nonqualified stock option agreement dated October 24, 1994, and the
Cinergy Corp. Stock Option Plan effective October 24, 1994. Similarly, any
rights the Executive may have with respect to the stock options granted to the
Executive pursuant to the Cinergy Corp. 1996 Long-Term Incentive Compensation
Plan ("LTIP") will be determined under the LTIP, the relevant Administrative
Guidelines and any incentive stock option agreement or nonqualified stock option
agreement that the Executive may have been required to sign with regard to those
options.

          g.   LONG-TERM INCENTIVE PLAN. After March 31, 2002, provided that the
Executive timely executes and does not revoke the Waiver and Release, the
Executive shall receive any performance shares award to which he may become
entitled under Cycle IV, Cycle V and Cycle VI of the LTIP and the Cinergy Corp.
Value Creation Plan The amount of any such award shall be determined and
pro-rated, and any such award shall be paid to the Executive, in accordance with
the terms of the LTIP, the Value Creation Plan, any relevant administrative
guidelines, and any applicable performance shares agreements.

          h.   TAX COUNSELING. After March 31, 2002, provided that the Executive
timely executes and does not timely revoke the Waiver and Release, Cinergy will
provide tax counseling services to the Executive through an agency selected by
the Executive, not to exceed $15,000 in cost.

          i.   AUTOMOBILE ALLOWANCE. After March 31, 2002, provided that the
Executive executes and does not timely revoke the Waiver and Release, the
Executive will receive a lump sum payment of $50,000, grossed up to cover any
applicable federal and state income taxes, to cover the cost of the Executive's
automobile. This amount, less applicable withholding taxes, will be paid to the
Executive within fifteen (15) days after the expiration of the revocation period
described in the Waiver and Release.

          j.   COMPUTER ALLOWANCE. After March 31, 2002, provided that the
Executive executes and does not timely revoke the Waiver and Release, the
Executive will receive a lump sum payment of $2,000, grossed up for applicable
federal and state income taxes, which payment will be reduced by applicable
withholding taxes, to cover the cost of a computer and printer. This amount will
be paid to the Executive within fifteen (15) days after the expiration of the
revocation period described in the Waiver and Release.

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          k.   SUPPLEMENTAL RETIREMENT BENEFIT. The Executive shall be entitled
to the benefits described in this Section 2.k but only if, after March 31, 2002,
he timely executes and does not revoke the Waiver and Release. The Executive
will be entitled to, and fully vested in, a supplemental retirement benefit in
an annual amount equal to the excess of (1) 60% of the Executive's Highest
Average Earnings over (2) his total aggregate annual benefit under the Pension
Plan and the Cinergy Corp. Excess Pension Plan, PROVIDED, HOWEVER, that the
amount in clause (2) above shall be calculated based upon the assumption that
the Executive elects to receive the distribution of his benefits under the
Pension Plan and the Cinergy Corp. Excess Pension Plan in the form of a
contingent pension option which provides a reduced pension to the Executive
during his lifetime and an equal amount (i.e., the 100% option) to the
Executive's Spouse during her lifetime if she survives the Executive; and
PROVIDED FURTHER, HOWEVER, that the Executive's Spouse, if she survives the
Executive, shall be entitled to receive a supplemental retirement benefit in an
amount equal to the monthly amount received by the Executive, the payment of
which shall commence upon the Executive's death and shall continue during the
remaining portion of the Spouse's life. Notwithstanding the preceding sentence,
the amount of the supplemental retirement benefit payable to the Executive shall
be calculated without regard to the fact that the Spouse, if she survives the
Executive, shall also be entitled to a benefit under this Section 2.k. All terms
in this Section 2.k with initial capital letters that are not defined in this
Agreement shall have the meaning given to such terms in the Employment
Agreement. The benefits provided pursuant to this Section 2.k shall be provided
to the Executive in accordance with the funding provisions of Article 12 of the
Cinergy Corp. Supplemental Executive Retirement Plan ("SERP") and any trust that
has been established in connection with the SERP (including the Master Trust for
Cinergy Corp. Nonqualified Deferred Compensation Plans); PROVIDED, HOWEVER, that
the benefit provided to the Executive pursuant to this Section 2.k shall be in
lieu of any benefit provided to the Executive under the SERP and the Executive
shall not be entitled to any benefit under that plan.

          l.   2001 ANNUAL INCENTIVE PLAN. The Executive shall receive a lump
sum payment, less applicable withholding taxes, equal to the excess of (a) the
incentive award the Executive would have received under the Cinergy Corp. Annual
Incentive Plan ("AIP") for the 2001 performance period if he attained a level
three payout with respect to both corporate and individual goals over (b) the
incentive award the Executive actually received under the AIP for the 2001
performance period.

          m.   2002 ANNUAL INCENTIVE PLAN. After March 31, 2002, provided the
Executive timely executes and does not timely revoke the Waiver and Release, the
Executive will receive an AIP award for the 2002 performance period equal to 25%
of the award that he would have received if he had remained employed until the
date of payment of the award, which award will be paid based on a level three
payout with respect to both individual and corporate goals, which payment shall
be reduced by applicable withholding taxes and shall be payable in March, 2003.

     3.   RELEASE AND INDEMNITY. Cinergy irrevocably and unconditionally
releases and discharges the Executive and will indemnify, save and hold
harmless, and defend the Executive from any and all claims, losses, demands,
suits, actions, causes of action, damages, costs, and expenses, including
attorneys' fees, payments, judgments, and any and all liability arising, or
alleged to arise, in whole or in part, from or out of, in any manner whatsoever,
any work performed by the Executive while he was employed by Cinergy.

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     4.   BASIS FOR ENTITLEMENT. The Executive acknowledges that he would not be
entitled to certain of the benefits described in this Agreement absent his
election to terminate employment voluntarily and retire voluntarily and his
execution of this Agreement and the Waiver and Release.

     5.   ADEQUATE CONSIDERATION. The Executive agrees that this Agreement
provides good, valuable, and sufficient consideration for the obligations he
assumes in Sections 6 through 13 and Section 17 and the Waiver and Release.

     6.   WAIVER OF CLAIMS. The Executive irrevocably and unconditionally waives
and releases any and all rights or claims that he has or may have, as of the
date of the execution of this Agreement, based on or arising out of the
employment relationship, or the termination of the employment relationship,
against Cinergy, its employee benefit plans, or any of their respective current
or former officers, directors, agents, employees, fiduciaries, attorneys,
insurers, predecessors, successors, or assigns (together, the "Releasees"),
other than workers' compensation claims filed prior to the date of execution of
this Agreement and claims for vested benefits under the terms of Cinergy's
qualified pension and profit sharing plans. The rights and claims so waived
include, but are not limited to, the following:

          a.   Claims and rights arising under any federal, state, or local
statute, ordinance, or common law (including, but not limited to, claims for
breach of promise, breach of contract, promissory estoppel, intentional
infliction of emotional distress, negligent misrepresentation, defamation, and
wrongful discharge) or claims in equity or public policy;

          b.   Claims and rights arising under any law relating to sex, race,
age, religion, disability, or national origin discrimination (including but not
limited to any rights or claims arising under Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act of 1967, the Employee
Retirement Income Security Act of 1974, the Americans with Disabilities Act, the
Fair Labor Standards Act of 1938, the Family and Medical Leave Act, the Indiana
Civil Rights Law, the Kentucky Labor and Human Rights Law, and the Ohio Fair
Employment Practices Law, as those laws may be amended from time to time);

          c.   Claims or rights arising under the civil rights laws of any state
or municipality; and

          d.   Any claims for compensatory damages, punitive damages, attorneys'
fees, expenses, and litigation costs.

     7.   FUTURE EMPLOYMENT. The Executive waives any right to assert any claim
or demand for reemployment with Cinergy. The Executive, however, may accept an
offer of reemployment with Cinergy in the event such an offer is made.

     8.   NONDISCLOSURE OF CONFIDENTIAL INFORMATION. The Executive will not at
any time, directly or indirectly, use any trade secrets or confidential
information of Cinergy for his benefit or the benefit of any other person or,
directly or indirectly, disclose any trade secrets or confidential information
of Cinergy to any other person, unless he is required by law or any lawful
authority to do so. For purposes of this Section, "confidential information of
Cinergy" means all secret, proprietary information, knowledge, or data relating
to Cinergy and its businesses that have been obtained by the Executive during
the Executive's employment by

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Cinergy that have not been now or subsequently become public knowledge (other
than by acts of the Executive or representatives of the Executive in
violation of this Agreement).

     9.   CONSULTING ARRANGEMENT. The Executive agrees to serve as a business
consultant to Cinergy for a period of three (3) years beginning on the
Termination Date (the "Consulting Period"). The consulting services to be
provided by the Executive during the Consulting Period will consist of
consultation with, and advice to, the officers and managerial employees of
Cinergy, as requested by Cinergy, on matters relating to Cinergy's business
affairs about which the Executive has knowledge and experience. The consulting
services will be performed at reasonable times when and as needed, as determined
by mutual agreement between Cinergy and the Executive. The parties understand
and agree that all of the consulting services to be provided by the Executive
under this Agreement will be performed by him as an independent contractor and
not as an employee of Cinergy. The Executive will not have any authority to act
as an agent or representative of Cinergy, except to the extent expressly
authorized in writing by Cinergy. The Executive will perform his consulting
services to the best of his abilities. The Executive's duties pursuant to this
Paragraph are purely those of a consultant, and Cinergy is free to accept or
reject his advice as it deems appropriate. Cinergy is responsible for all
actions it chooses to take based on the Executive's advice, and Cinergy agrees
to hold the Executive harmless for the results of those actions, including all
losses and damages resulting from any legal or regulatory action. Cinergy will
reimburse the Executive for all expenses authorized by Cinergy and incurred by
the Executive, including but not limited to telephone, duplication, secretarial
services, mail and courier services, and normal supplies that may reasonably be
required. Reimbursement will be made within thirty (30) days of Cinergy's
receipt of reasonable and customary documentation. For any travel requested and
authorized by Cinergy, the Executive will be reimbursed for all reasonable and
customary expenses, including transportation, parking, food, and lodging.
Nothing in this Section 9 will prohibit the Executive from seeking or accepting
other employment, engaging in any other consulting services, or participating in
any other endeavor for profit, as he deems appropriate, provided that, in so
doing, he does not breach any of his other obligations under this Agreement.

     10.  NON-SOLICITATION AND NON-COMPETITION. At no time during the Consulting
Period will the Executive: (a) employ or seek to employ any person employed at
that time by Cinergy or otherwise encourage or entice any such person to leave
employment with Cinergy; (b) become employed by, enter into a consulting
arrangement with, or otherwise agree to perform personal services for, a
Competitor; (c) acquire an ownership interest in a Competitor, provided that the
Executive may, for investment purposes, own not more than 3% of the outstanding
stock of any class of a Competitor that is publicly traded; or (d) solicit any
customers or vendors of Cinergy on behalf of or for the benefit of a Competitor.

          The Executive acknowledges that monetary damages will not be an
adequate remedy for Cinergy in the event of a breach of this Section 10, and
that it would be impossible for Cinergy to measure damages in the even of such a
breach. Therefore, the Executive agrees that, in lieu of any other remedy that
Cinergy may have for such a breach, Cinergy is entitled to an injunction
preventing the Executive from any breach of this Section 10.

     11.  COOPERATION WITH LITIGATION. Upon Cinergy's request, the Executive
agrees to render reasonable assistance to Cinergy in connection with any
litigation or investigation relating to Cinergy's business, provided that
rendering such assistance does not impose an unreasonable

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burden on the Executive. Such assistance will include, but will not be limited
to, providing information, attending meetings, assisting with interrogatories,
giving depositions, and making court appearances. The Executive agrees to notify
the General Counsel of the Company promptly of any requests for information or
testimony that the Executive receives in connection with any litigation or
investigation relating to Cinergy's business. Cinergy agrees to advance to the
Executive, without any expectation of repayment, any monies reasonably
anticipated by the Executive as necessary to discharge the Executive's
obligations under this Section and to reimburse the Executive for his time and
out-of-pocket expenses in meeting those obligations.

     12.  RETURN OF CORPORATE PROPERTY. Except as otherwise provided in this
Agreement, the Executive agrees to return to Cinergy all keys, identification
badges, electronic passes, credit cards, computer programs, and other property
belonging to Cinergy when requested and to do so by Cinergy's representative.

     13.  COMMUNICATIONS. While the Executive is employed by Cinergy and
thereafter, Cinergy will not make any untrue, disparaging, defamatory, or
derogatory statements about the Executive, and the Executive will not make any
untrue, disparaging, defamatory, or derogatory statements about Cinergy.

     14.  SEVERABILITY. If any portion of this Agreement is found to be
unenforceable for any reason, the parties agree that the remaining portions will
remain in effect (to the extent the invalidity of the particular portion does
not substantially undermine the purpose of this Agreement).

     15.  CONSULTATION WITH ATTORNEY ADVISED. The Executive is advised to
consult with an attorney prior to executing this Agreement. The Executive
acknowledges being given that advice. The Executive represents that he has read
and fully understands all of the provisions of this Agreement. The Executive
represents that he is voluntarily signing this Agreement.

     16.  TIME TO CONSIDER. The Executive acknowledges that he has been given a
period of at least twenty-one (21) days within which to consider and sign this
Agreement.

          a.   To enter into this Agreement, the Executive must execute it by
signing, dating, and returning it to James E. Rogers, Jr., Cinergy Corp., 221
East Fourth Street, Cincinnati, Ohio, 45202.

          b.   The Executive acknowledges that if he has signed this Agreement,
it is because he freely chose to do so.

          c.   The Executive may revoke this Agreement during the seven (7)
calendar days after he signs it. To be effective, a revocation must be
communicated in writing to James E. Rogers, Jr., Cinergy Corp., 221 East Fourth
Street, Cincinnati, Ohio, 45202, and delivered no later than 5:00 p.m. Eastern
Standard Time on the final day of the seven (7) day period.

     17.  CONFIDENTIALITY. The Executive covenants and agrees to keep completely
confidential and not to disclose the existence or terms of this Agreement except
to Executive's spouse, legal counsel, accountant, and financial advisors, unless
he is required by law or any lawful authority to do so. The Executive will
advise those to whom proper disclosure is made that this is a confidential
agreement, and he will instruct them that they are not to disclose the

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existence or terms of this Agreement. In addition, the Executive covenants and
agrees that any breach of this confidentiality provision will be considered a
breach of this Agreement.

     18.  BINDING EFFECT OF AGREEMENT. This Agreement will be binding upon and
will operate for the benefit of, the heirs, executors, administrators, assigns,
and successors in interest of the Executive and Cinergy. Cinergy agrees that in
the event of a sale, merger, acquisition, or other change in structure
(including the cessation or restructuring of any part of Cinergy's business)
and/or ownership, Cinergy will ensure that the contract language pertaining to
the transaction confirms the continuing liability of Cinergy (and its assigns
and successors in interest) to the Executive under this Agreement.

     19.  COMPLETE AGREEMENT. Except as otherwise expressly provided in this
Agreement, the terms of this Agreement and the Waiver and Release constitute the
entire Agreement between the parties and supersede all previous communications,
representations, and agreements, oral or written, between the parties with
respect to the subject matter of this Agreement. No agreement or understanding
modifying this Agreement will be binding on either party unless it is in writing
and signed by an authorized representative of the party sought to be bound. If
any part of this Agreement is adjudged by a court of competent jurisdiction to
be contrary to law, then this Agreement will, in all other respects, remain
effective and binding to the full extent permitted by law.

     20.  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, will 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.

     21.  GOVERNING LAW. This Agreement will be interpreted, enforced, and
governed under the laws of the State of Ohio, without regard to any principles
of conflicts of laws.

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

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          a.   AGREEMENT. "Agreement" means this Amended and Restated Separation
and Retirement Agreement and Waiver and Release of Liability.

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

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

          d.   COMPANY. "Company" means Cinergy Corp.

          e.   COMPETITOR. "Competitor" means any person or entity that sells
goods or services that are directly competitive with those sold by a business
that (1) is being conducted by Cinergy at the time in question and (2) was being
conducted by Cinergy on the Termination Date. Notwithstanding anything in the
preceding sentence, goods or services will not be deemed to be competitive with
those of Cinergy solely as a result of the Executive being employed by or
otherwise associated with a business that is in competition with Cinergy but as
to which the Executive does not have direct or indirect responsibilities for the
products or services involved.

          f.   EMPLOYMENT AGREEMENT. "Employment Agreement" means the Amended
and Restated Employment Agreement between the Executive and Cinergy dated
December 30, 1999.

          g.   EXECUTIVE. "Executive" means Larry E. Thomas.

          h.   EXECUTIVE RELOCATION AGREEMENT. "Executive Relocation Agreement"
means the Cinergy Corp. Executive Relocation Agreement.

          i.   EXECUTIVE SUPPLEMENTAL LIFE PROGRAM. "Executive Supplemental Life
Program" means the Cinergy Corp. Executive Supplemental Life Insurance Program
and any successor that that plan.

          j.   NEW POSITION. "New Position" has the meaning set forth in
Subsection l.b.


          k.   TERMINATION DATE. "Termination Date" means March 31, 2002.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed, effective as of the date above written.

CINERGY CORP.                                  Larry E. Thomas



By:
   -------------------------------             ---------------------------------
   James E. Rogers, Jr.                        Executive


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