# **Exhibit 10.L**

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# **SEPARATION AND RETIREMENTAGREEMENT**

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# This Separation and Retirement Agreement (the “Agreement”), which iseffective as of this 8th day of October, 2002, is entered into by and betweenDonald B. Ingle, Jr. (the “Executive”) and Cinergy, with the mutual exchange ofpromises as consideration.  Capitalizedwords and terms used throughout this Agreement that are not defined elsewherein this Agreement are defined in Section 19.

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# **Recitals**

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# A.            The Executive haselected to terminate voluntarily his employment with Cinergy and retireeffective December 15, 2002 (the “Termination Date”).

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# B.            The Executive iscurrently serving as Vice President of the Company and President of PowerTechnology and Infrastructure Services. Cinergy desires to have the Executive serve in this position until hisretirement and is willing to provide certain additional benefits andarrangements to the Executive, provided that upon presentation to the Executivefollowing the Termination Date the Executive executes and does not timelyrevoke this Agreement and a waiver and release, in substantially the formattached to this Agreement as Exhibit A, of all claims that theExecutive might be able to assert against Cinergy and certain related entitiesand individuals (the “Waiver and Release”).

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# C.            The parties haveagreed to enter into this Agreement, which has been specifically negotiatedbetween the Executive and Cinergy.

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# THEREFORE, Cinergy and the Executive enter into the followingAgreement:

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# **Agreement**

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# 1.             Retirement.

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# a.             Termination ofEmployment. The Executive will retire, and his employment with Cinergy willterminate, effective as of the Termination Date.  Until that time, the Executive will continue to be entitled toreceive the compensation and perquisites to which he is currently entitledpursuant to the terms of the Employment Agreement between the Executive andCinergy dated as of October 1, 2002 (the “Employment Agreement”).

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# b.             Effect on OtherAgreements.  Except as provided inSections 1.a, 2.k and 2.o of this Agreement, this Agreement replaces andsupersedes any and all prior employment, separation and retirement agreementsbetween Cinergy and the Executive, including but not limited to the EmploymentAgreement.

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# 2.             SeparationBenefits. In exchange for entering into this Agreement and satisfying anyadditional conditions set forth in this Agreement, the Executive will receivethe benefits described below in this Section 2.  Each of the benefits described below in this Section 2 shall onlybe provided to the Executive if, upon presentation to the Executive followingthe Termination Date, the Executive timely executes and does not timely revokethe Waiver and

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# Release,which benefits shall be payable as soon as practicable following the later of(i) January 15, 2003 or (ii) the expiration of the revocation period containedin the Waiver and Release, unless otherwise provided below.  Notwithstanding anything herein to thecontrary, Cinergy may withhold from any amounts payable under this Agreementsuch federal, state, or local taxes as it reasonably determines are required tobe withheld pursuant to any applicable law or regulation.

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# a.             Severance Pay.  Cinergy agrees to pay the Executive, in lieuof any other severance benefits that might be payable to the Executive underany and all prior employment, separation and retirement agreements betweenCinergy and the Executive, severance pay in the gross amount of $1,854,938.

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# b.             Retiree WelfareBenefits. Upon his retirement under this Agreement, the Executive will beeligible for comprehensive medical and dental benefits which are not materiallydifferent from the benefits provided to retirees under the Cinergy Corp.Welfare Benefits Program or any similar program or successor to thatprogram.  For purposes of determiningthe amount of the monthly premiums due from the Executive, the Executive willreceive from Cinergy the maximum subsidy available as of the date of hisretirement to an active Cinergy employee with the same medical benefitsclassification/eligibility as the Executive’s medical benefitsclassification/eligibility on the date of his retirement.

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# c.             Vacation Pay.  The Executive will receive, in a lump sumcash payment, six (6) weeks of accrued but unused vacation pay in the grossamount of $50,510.77.

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# d.             Waiver ofPrepayment Penalty.  If theprepayment penalty under Cinergy’s Executive Stock Purchase Program is waivedfor any participant in that program, it will also be waived for the Executive.

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# e.             ExecutiveSupplemental Life Insurance.  TheExecutive will receive the value of the additional life insurance provided tothe Executive under the Executive Supplemental Life Insurance Program, which is$150,000. This amount will be paid to the Executive in cash, in equal annualinstallments of $15,000 over a ten (10) year period beginning in February of2003.

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# f.              Stock Options.Any rights the Executive may have with respect to the stock options granted tothe Executive pursuant to the Cinergy Corp. Stock Option Plan will be determinedunder the terms of any applicable stock option agreement and the Cinergy Corp.Stock Option Plan. Similarly, any rights the Executive may have with respect tothe stock options granted to the Executive pursuant to the Cinergy Corp. 1996Long-Term Incentive Compensation Plan (“LTIP”) will be determined in accordancewith the terms of the LTIP, the relevant administrative guidelines and anyapplicable stock option agreement. Notwithstanding the foregoing, the Executiveacknowledges and agrees that he shall not sell or otherwise dispose of anyshares of Company stock acquired pursuant to the exercise of a stock option,other than shares sold in order to pay an option exercise price or the relatedtax withholding obligation, until 90 days after the Termination Date.  Notwithstanding the foregoing, Cinergy, inits sole discretion, may waive the restrictions contained in the previoussentence.

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# g.             Long-TermIncentive Plan.  The Executive shallreceive any performance shares award to which he may become entitled under anythen-outstanding performance cycle of the LTIP and the Cinergy Corp. ValueCreation Plan.  The amount of any suchaward shall be determined and pro-rated, and any such award shall be paid tothe Executive, in accordance with the terms of the LTIP, the Value CreationPlan, any relevant administrative guidelines, and any applicable performanceshares agreements, provided that the award will be determined as if theExecutive had remained employed with Cinergy during the entire 2002 calendaryear.

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# h.             Tax Counseling.  The Executive will receive a lump sumpayment of $15,000 to cover the cost of tax counseling services to theExecutive through an agency selected by the Executive. In the event any paymentto the Executive pursuant to this Section 2.h is subject to any federal, state,or local income or employment taxes, Cinergy shall provide to the Executive anadditional payment in an amount necessary such that after payment by theExecutive of all such taxes (calculated after assuming that the Executive payssuch taxes for the year in which the payment occurs at the highest marginal taxrate applicable), including the taxes imposed on the additional payment, theExecutive retains an amount equal to the payment provided pursuant to thisSection 2.h.

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# i.              AutomobileAllowance.  The Executive willreceive a lump sum payment of $50,000 to cover the cost of the Executive’sautomobile. In the event any payment to the Executive pursuant to this Section2.i is subject to any federal, state, or local income or employment taxes,Cinergy shall provide to the Executive an additional payment in an amountnecessary such that after payment by the Executive of all such taxes(calculated after assuming that the Executive pays such taxes for the year inwhich the payment occurs at the highest marginal tax rate applicable),including the taxes imposed on the additional payment, the Executive retains anamount equal to the payment provided pursuant to this Section 2.i.

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# j.              PersonalComputer.  The Executive willreceive a personal computer at least comparable to the personal computer madeavailable to him by Cinergy immediately prior to the Termination Date. In theevent any benefit provided to the Executive pursuant to this Section 2.j issubject to any federal, state, or local income or employment taxes, Cinergyshall provide to the Executive an additional payment in an amount necessarysuch that after payment by the Executive of all such taxes (calculated afterassuming that the Executive pays such taxes for the year in which the benefitoccurs at the highest marginal tax rate applicable), including the taxesimposed on the additional payment, the Executive retains an amount equal to thebenefit provided pursuant to this Section 2.j.

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# k.             SupplementalRetirement Benefit.  The Executivewill be entitled to, and fully vested in, a supplemental retirement benefit inaccordance with the terms of Section 3b(ii) of the Employment Agreement,subject to the following provisions:

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# (A)          For purposes of calculating the amount of the Executive’ssupplemental retirement benefit, the Executive’s “Highest Average Earnings”shall be determined after assuming that the only amount that the Executivereceived pursuant to the Cinergy Corp. Annual Incentive Plan during theone-year period ending on the Termination Date is the award for the 2002performance period that the Executive would have received pursuant to theCinergy Corp. Annual Incentive Plan if he had remained

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# employed during the entire2002 performance period, the amount of which shall be based on a level threepayout with respect to both individual and corporate goals.  For purposes of clarity, the parties heretoacknowledge and agree that the Executive’s “Highest Average Earnings” for anyyear shall not include any benefits received by the Executive pursuant toSection 2 of this Agreement, other than the benefits provided in  Section 2.c and in the preceding sentence.

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# (B)           Commencing with the month following the month in which theExecutive attains age 55, the Executive will be deemed to have 35 “Years ofParticipation” (as that term is defined in the Employment Agreement) forpurposes of determining the amount of the Executive’s supplemental retirementbenefit.

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# (C)           In the event that the Executive makes a special paymentelection pursuant to Section 3b(ii)(3)(A) of the Employment Agreement and alump sum cash payment is made pursuant to that election, such payment shalldischarge all obligations of Cinergy pursuant to this Section 2.k.

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# l.              AnnualIncentive Plan.  The Executive willreceive an award under the Cinergy Corp. Annual Incentive Plan for the 2002performance period equal to the award that he would have received if he had remainedemployed during the entire 2002 performance period, which award will be paidbased on a level three payout with respect to both individual and corporategoals, which payment shall be payable in March, 2003.

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# m.            Physical Exam.  Cinergy will furnish to the Executive onephysical exam within the one-year period beginning on the Date of Termination inaccordance with Cinergy practices, programs, and policies in effect from timeto time, and at least comparable to those received by active Cinergy Tier II executivesfor such period.  In the event anybenefit provided to the Executive pursuant to this Section 2.m is subject toany federal, state, or local income or employment taxes, Cinergy shall provideto the Executive an additional payment in an amount necessary such that afterpayment by the Executive of all such taxes (calculated after assuming that theExecutive pays such taxes for the year in which the benefit occurs at thehighest marginal tax rate applicable), including the taxes imposed on the additionalpayment, the Executive retains an amount equal to the benefit provided pursuantto this Section 2.m.

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# n.             Country Club.  Cinergy will continue to pay the annual duesof the Executive incurred on or before December 31, 2005 for membership in onecountry club of the Executive’s choice. In the event any benefit provided tothe Executive pursuant to this Section 2.n is subject to any federal, state, orlocal income or employment taxes, Cinergy shall provide to the Executive anadditional payment in an amount necessary such that after payment by theExecutive of all such taxes (calculated after assuming that the Executive payssuch taxes for the year in which the benefit occurs at the highest marginal taxrate applicable), including the taxes imposed on the additional payment, theExecutive retains an amount equal to the benefit provided pursuant to thisSection 2.n.

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# o.             Section 280GGross-Up.  In the event that anybenefits paid or payable to the Executive or for his benefit pursuant to theterms of this Agreement or any other plan or arrangement in connection with, orarising out of, his employment with Cinergy or a change in ownership oreffective control of Cinergy or of a substantial portion of its assets would besubject to an excise tax under Section 4999 of the Internal Revenue Code of1986, as amended, then the Executive will be entitled to the benefits providedin Section 5c. of the Employment Agreement.

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# 3.             Basis forEntitlement. The Executive acknowledges that he would not be entitled tocertain of the benefits described in this Agreement absent his election toterminate employment voluntarily and retire voluntarily and his execution ofthis Agreement and the Waiver and Release.

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# 4.             AdequateConsideration. The Executive agrees that this Agreement provides good,valuable, and sufficient consideration for the obligations he assumes inSections 5 through 11 and Section 14 and the Waiver and Release.

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# 5.             FutureEmployment. The Executive waives any right to assert any claim or demandfor reemployment with Cinergy. The Executive, however, may accept an offer ofreemployment with Cinergy in the event such an offer is made.

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# 6.             Nondisclosure ofConfidential Information. The Executive will not at any time, directly orindirectly, use any trade secrets or confidential information of Cinergy forhis benefit or the benefit of any other person or, directly or indirectly,disclose any trade secrets or confidential information of Cinergy to any otherperson, unless he is required by law or any lawful authority to do so. Forpurposes of this Section, “confidential information of Cinergy” means allsecret, proprietary information, knowledge, or data relating to Cinergy and itsbusinesses that have been obtained by the Executive during the Executive’semployment by Cinergy that have not been now or subsequently become publicknowledge (other than by acts of the Executive or representatives of theExecutive in violation of this Agreement).

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# 7.             ConsultingArrangement. The Executive agrees to serve as a business consultant toCinergy for a period of three (3) years beginning on the Termination Date (the“Consulting Period”). The consulting services to be provided by the Executiveduring the Consulting Period will consist of consultation with, and advice to,the officers and managerial employees of Cinergy, as requested by Cinergy, onmatters relating to Cinergy’s business affairs about which the Executive hasknowledge and experience. The consulting services will be performed atreasonable times when and as needed, as determined by mutual agreement betweenCinergy and the Executive. The parties understand and agree that all of theconsulting services to be provided by the Executive under this Agreement willbe performed by him as an independent contractor and not as an employee ofCinergy. The Executive will not have any authority to act as an agent orrepresentative of Cinergy, except to the extent expressly authorized in writingby Cinergy. The Executive will perform his consulting services to the best ofhis abilities. The Executive’s duties pursuant to this Paragraph are purelythose of a consultant, and Cinergy is free to accept or reject his advice, asit deems appropriate. Cinergy is responsible for all actions it chooses to takebased on the Executive’s advice, and Cinergy agrees to hold the Executiveharmless for the results of those actions, including all losses and damagesresulting from any legal or regulatory action.

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# Cinergywill reimburse the Executive for all expenses authorized by Cinergy andincurred by the Executive, including but not limited to telephone, duplication,secretarial services, mail and courier services, and normal supplies that mayreasonably be required. Reimbursement will be made within thirty (30) days ofCinergy’s receipt of reasonable and customary documentation. For any travelrequested and authorized by Cinergy, the Executive will be reimbursed for allreasonable and customary expenses, including transportation, parking, food, andlodging. Nothing in this Section 7 will prohibit the Executive from seeking oraccepting other employment, engaging in any other consulting services, orparticipating in any other endeavor for profit, as he deems appropriate,provided that, in so doing, he does not breach any of his other obligationsunder this Agreement.  Notwithstandingthe foregoing sentence, Cinergy, in its sole discretion, may permit theExecutive to remain on the Board of Directors of any company of which he servesas a director on the Termination Date.

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# 8.             Non-Solicitation and Non-Competition. At no time during the Consulting Period will theExecutive: (a) employ or seek to employ any person employed at that time byCinergy or otherwise encourage or entice any such person to leave employmentwith Cinergy; (b) become employed by, enter into a consulting arrangement with,or otherwise agree to perform personal services for, a Competitor without thewritten consent of Cinergy; (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 thebenefit of a Competitor.

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# The Executive acknowledges that monetary damages will not be anadequate remedy for Cinergy in the event of a breach of this Section 8, andthat it would be impossible for Cinergy to measure damages in the event of sucha breach. Therefore, the Executive agrees that, in lieu of any other remedythat Cinergy may have for such a breach, Cinergy is entitled to an injunctionpreventing the Executive from any breach of this Section 8.

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# 9.             Cooperation WithLitigation. Upon Cinergy’s request, the Executive agrees to renderreasonable assistance to Cinergy in connection with any litigation orinvestigation relating to Cinergy’s business, provided that rendering suchassistance does not impose an unreasonable burden on the Executive. Suchassistance will include, but will not be limited to, providing information,attending meetings, assisting with interrogatories, giving depositions, andmaking court appearances. The Executive agrees to notify the General Counsel ofthe Company promptly of any requests for information or testimony that theExecutive receives in connection with any litigation or investigation relatingto Cinergy’s business. Cinergy agrees to reimburse the Executive for any moniesnecessary to discharge the Executive’s obligations under this Section and forhis time and out-of-pocket expenses in meeting those obligations.

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# 10.           Return ofCorporate Property. Except as otherwise provided in this Agreement, theExecutive agrees to return to Cinergy all keys, identification badges,electronic passes, credit cards, computer programs, and other propertybelonging to Cinergy when requested and to do so by Cinergy’s representative.

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# 11.           Communications.While the Executive is employed by Cinergy and thereafter, Cinergy will notmake any untrue, disparaging, defamatory, or derogatory statements about theExecutive, and the Executive will not make any untrue, disparaging, defamatory,or derogatory statements about Cinergy.

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# 12.           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 theextent the invalidity of the particular portion does not substantiallyundermine the purpose of this Agreement).

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# 13.           Consultation WithAttorney Advised. The Executive is advised to consult with an attorneyprior to executing this Agreement. The Executive acknowledges being given thatadvice. The Executive represents that he has read and fully understands all ofthe provisions of this Agreement. The Executive represents that he isvoluntarily signing this Agreement.

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# 14.           Confidentiality.The Executive covenants and agrees to keep completely confidential and not todisclose the existence or terms of this Agreement except to Executive’s spouse,legal counsel, accountant, and financial advisors, unless he is required by lawor any lawful authority to do so. The Executive will advise those to whomproper disclosure is made that this is a confidential agreement, and he willinstruct them that they are not to disclose the existence or terms of thisAgreement. In addition, the Executive covenants and agrees that any breach ofthis confidentiality provision will be considered a breach of this Agreement.

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# 15.           Binding Effect ofAgreement. This Agreement will be binding upon and will operate for thebenefit of, the heirs, executors, administrators, assigns, and successors ininterest of the Executive and Cinergy. Cinergy agrees that in the event of asale, merger, acquisition, or other change in structure (including thecessation or restructuring of any part of Cinergy’s business) and/or ownership,Cinergy will ensure that the contract language pertaining to the transactionconfirms the continuing liability of Cinergy (and its assigns and successors ininterest) to the Executive under this Agreement.  The Executive agrees that Cinergy Services, Inc. (and/or any ofits authorized employees) is authorized to act for Cinergy with respect to allaspects pertaining to the administration and interpretation of this Agreement.

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# 16.           CompleteAgreement. Except as otherwise expressly provided in this Agreement, theterms of this Agreement constitute the entire Agreement between the parties andsupersede all previous communications, representations, and agreements, oral orwritten, between the parties with respect to the subject matter of thisAgreement. No agreement or understanding modifying this Agreement will bebinding on either party unless it is in writing and signed by an authorizedrepresentative of the party sought to be bound. If any part of this Agreementis adjudged by a court of competent jurisdiction to be contrary to law, thenthis Agreement will, in all other respects, remain effective and binding to thefull extent permitted by law.

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# 17.           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 wayto the Executive’s employment, the terms, benefits, and conditions ofemployment, or concerning this Agreement or its termination and any resultingtermination of employment, including whether such a dispute

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# isarbitrable, will be settled by arbitration. This agreement to arbitrateincludes but is not limited to all claims for any form of illegaldiscrimination, improper or unfair treatment or dismissal, and all tort claims.The Executive will still have a right to file a discrimination charge with afederal or state agency, but the final resolution of any discrimination claimwill be submitted to arbitration instead of a court or jury. The arbitrationproceeding will be conducted under the employment dispute resolutionarbitration rules of the American Arbitration Association in effect at the timea demand for arbitration under the rules is made, and such proceeding will beadjudicated in the state of Ohio in accordance with the laws of the state ofOhio. The decision of the arbitrator(s), including determination of the amountof any damages suffered, will be exclusive, final, and binding on all parties,their heirs, executors, administrators, successors and assigns. Each party willbear its own expenses in the arbitration for arbitrators’ fees and attorneys’fees, for its witnesses, and for other expenses of presenting its case. Otherarbitration costs, including administrative fees and fees for records ortranscripts, will be borne equally by the parties. Notwithstanding anything inthis Section to the contrary, if the Executive prevails with respect to anydispute submitted to arbitration under this Section, Cinergy will reimburse orpay all legal fees and expenses that the Executive may reasonably incur as aresult of the dispute.

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# 18.           Governing Law.This Agreement will be interpreted, enforced, and governed under the laws ofthe State of Ohio, without regard to any principles of conflicts of laws.

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# 19.           Definitions.As used in this Agreement, the following terms, when capitalized, will have thefollowing meanings:

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# a.             Agreement. “Agreement”means this Separation and Retirement Agreement.

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# b.             Cinergy.“Cinergy” means the Company, its subsidiaries, and/or its affiliates, andany successors to the foregoing.

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# c.             Company.“Company” means Cinergy Corp.

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# d.             Competitor.“Competitor” means any person or entity that sells goods or services that aredirectly competitive with those sold by a business that (1) is being conductedby Cinergy at the time in question and (2) was being conducted by Cinergy onthe Termination Date. Notwithstanding anything in the preceding sentence, goodsor services will not be deemed to be competitive with those of Cinergy solelyas a result of the Executive being employed by or otherwise associated with abusiness that is in competition with Cinergy but as to which the Executive doesnot have direct or indirect responsibilities for the products or servicesinvolved.

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# e.             Executive. “Executive”means Donald B. Ingle, Jr.

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# f.              Executive SupplementalLife Program. “Executive Supplemental Life Program” means theCinergy Corp. Executive Supplemental Life Insurance Program and any successorof that plan.

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# g.             Termination Date. “TerminationDate” has the meaning given such term in the Recitals to this Agreement.

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

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| CINERGY  SERVICES, INC. |                                  | EXECUTIVE |
|-------------------------|---------------------------------------|-----------|
|                    |                                  |      |   |
|                    |                                  |      |   |
| By:                     | /s/  James E. Rogers                  |      | /s/  Donald B. Ingle, Jr. |
|                    | James  E. Rogers                      |      | Donald  B. Ingle, Jr. |
|                    | Chairman  and Chief Executive Officer |      |   |

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# **EXHIBIT A**

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# **WAIVER AND RELEASE AGREEMENT**

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# **THIS WAIVER AND RELEASE AGREEMENT** (this “Waiver and Release”)is entered into by and between Donald B. Ingle, Jr. (the “Executive”) andCinergy Corp.  (“Cinergy”)(collectively, the “Parties”).

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# **WHEREAS**, the Parties have entered into the Separation andRetirement Agreementdated                              (the“Agreement”);

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# **WHEREAS**, the Executive’s employment has been terminated inaccordance with the terms of the Agreement;

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# **WHEREAS**, the Executive is required to sign this Waiver andRelease in order to receive the payment of certain compensation under theAgreement following termination of employment; and

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# **WHEREAS**, Cinergy has agreed to sign this Waiver andRelease.

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# **NOW, THEREFORE**, in consideration of the promises andagreements contained herein and other good and valuable consideration, the sufficiencyand receipt of which are hereby acknowledged, and intending to be legallybound, the Parties agree as follows:

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# 1.             This Waiver and Release iseffective on the date hereof and will continue in effect as provided herein.

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# 2.                                       Inconsideration of the payments to be made and the benefits to be received by theExecutive pursuant to the Agreement (the “Severance Benefits”), which theExecutive acknowledges are in addition to payment and benefits to which theExecutive would be entitled to but for the Agreement, the Executive, on behalfof himself, his heirs, representatives, agents and assigns hereby COVENANTS NOTTO SUE OR OTHERWISE VOLUNTARILY PARTICIPATE IN ANY LAWSUIT AGAINST, FULLYRELEASES, INDEMNIFIES, HOLDS HARMLESS, and OTHERWISE FOREVER DISCHARGES (i)Cinergy, (ii) its subsidiary or affiliated entities, (iii) all of their presentor former directors, officers, employees, shareholders, and agents as well as(iv) all predecessors, successors and assigns thereof (the persons listed inclauses (i) through (iv) hereof shall be referred to collectively as the“Company”) from any and all actions, charges, claims, demands, damages orliabilities of any kind or character whatsoever, known or unknown, whichExecutive now has or may have had through the effective date of this Waiver andRelease.  Executive acknowledges andunderstands that he is not hereby prevented from filing a charge ofdiscrimination with the Equal Employment Opportunity Commission or any state-equivalentagency or otherwise participate in any proceedings before suchCommissions.  Executive alsoacknowledges and understands that in the event he does file such a charge, heshall be entitled to no

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# remuneration, damages, backpay, front pay, or compensation whatsoever from the Company as a result of suchcharge.

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# 3.                                       Withoutlimiting the generality of the foregoing release, it shall include:  (i) all claims or potential claims arisingunder any federal, state or local laws relating to the Parties’ employmentrelationship, including any claims Executive may have under the Civil RightsActs of 1866 and 1964, as amended, 42 U.S.C. §§ 1981 and 2000(e) etseq.;the Civil Rights Act of 1991; the Age Discrimination in Employment Act, asamended, 29 U.S.C. §§ 621 etseq.; the Americans withDisabilities Act of 1990, as amended, 42 U.S.C. §§ 12,101 etseq.;the Fair Labor Standards Act, 29 U.S.C. §§ 201 etseq.; theWorker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, etseq.; the Ohio Civil Rights Act, Chapter 4112 etseq.; andany other federal, state or local law governing the Parties’ employmentrelationship; (ii) any claims on account of, arising out of or in any wayconnected with Executive’s employment with the Company or leaving of thatemployment; (iii) any claims alleged or which could have been alleged in anycharge or complaint against the Company; (iv) any claims relating to theconduct of any employee, officer, director, agent or other representative ofthe Company; (v) any claims of discrimination or harassment on any basis; (vi)any claims arising from any legal restrictions on an employer’s right toseparate its employees; (vii) any claims for personal injury, compensatory orpunitive damages or other forms of relief; and (viii) all other causes ofaction sounding in contract, tort or other common law basis, including: (a) thebreach of any alleged oral or written contract; (b) negligent or intentionalmisrepresentations; (c) wrongful discharge; (d) just cause dismissal; (e)defamation; (f) interference with contract or business relationship; or (g)negligent or intentional infliction of emotional distress.

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# 4.                                       The Partiesacknowledge that it is their mutual and specific intent that the above waiverfully complies with the requirements of the Older Workers Benefit ProtectionAct (29 U.S.C. § 626) and any similar law governing release of claims.  Accordingly, Executive hereby acknowledgesthat:

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# a.                                       He hascarefully read and fully understands all of the provisions of this Waiver andRelease and that he has entered into this Waiver and Release knowingly andvoluntarily after extensive negotiations and having consulted with his counsel;

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# b.                                      The SeveranceBenefits offered in exchange for Executive’s release of claims exceed in kindand scope that to which he would have otherwise been legally entitled;

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# c.                                       Prior tosigning this Waiver and Release, Executive had been advised in writing by thisWaiver and Release as well as other writings to seek counsel from, and has infact had an opportunity to consult with, an attorney of his choice concerningits terms and conditions; and

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# d.                                      He has beenoffered at least twenty-one (21) days within which to review and consider thisWaiver and Release.

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# 5.                                       The Partiesagree that this Waiver and Release shall not become effective and enforceableuntil the date this Waiver and Release is signed by both Parties or seven (7)calendar days after its execution by Executive, whichever is later.  Executive may revoke this Waiver and Releasefor any reason by providing written notice of such intent to Cinergy withinseven (7) days after he has signed this Waiver and Release, thereby forfeitingExecutive’s right to receive any Severance Benefits provided hereunder andrendering this Waiver and Release null and void in its entirety.

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# 6.                                       The Executivehereby affirms and acknowledges his continued obligations to comply with thepost-termination covenants contained in the Agreement, including but notlimited to, the Confidential Information provisions of Section 6 of theAgreement.  Executive acknowledges thatthe restrictions contained therein are valid and reasonable in every respect,are necessary to protect the Company’s legitimate business interests and herebyaffirmatively waives any claim or defense to the contrary.

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# 7.                                       Executivespecifically agrees and understands that the existence and terms of this Waiverand Release are strictly CONFIDENTIAL and that such confidentiality is amaterial term of this Waiver and Release. Accordingly, except as required by law or unless authorized to do so byCinergy in writing, Executive agrees that he shall not communicate, display orotherwise reveal any of the contents of this Waiver and Release to anyone otherthan his spouse, primary legal counsel or financial advisor, provided, however,that they are first advised of the confidential nature of this Waiver andRelease and Executive obtains their agreement to be bound by the same.  Cinergy agrees that Executive may respond tolegitimate inquiries regarding his employment with Cinergy by stating that hevoluntarily resigned to pursue other opportunities, that the Parties terminatedtheir relationship on an amicable basis and that the Parties have entered intoa confidential Waiver and Release that prohibits him from further discussingthe specifics of his separation. Nothing contained herein shall be construed to prevent Executive fromdiscussing or otherwise advising subsequent employers of the existence of anyobligations as set forth in the Agreement. Further, nothing contained herein shall be construed to limit orotherwise restrict the Company’s ability to disclose the terms and conditionsof this Waiver and Release as may be required by business necessity.

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# 8.                                       In the eventthat Executive breaches or threatens to breach any provision of this Waiver andRelease, he agrees that Cinergy shall be entitled to seek any and all equitableand legal relief provided by law, specifically including immediate andpermanent injunctive relief.  Executivehereby waives any claim that Cinergy has an adequate remedy at law.  In addition, and to the extent notprohibited by law, Executive agrees that Cinergy shall be entitled to an awardof all costs and attorneys’ fees incurred by Cinergy in any successful effortto enforce the terms of this Waiver and Release.  Executive agrees that the foregoing relief shall not be construedto limit or otherwise restrict Cinergy’s ability to pursue any other remedyprovided by law, including the recovery of any actual, compensatory or punitivedamages.  Moreover, if Executive pursuesany claims against the Company subject to the foregoing Waiver and Release,Executive agrees to immediately reimburse the Company for the value of allbenefits received under this Waiver and Release to the fullest extent permittedby law.

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# 9.                                       Cinergy herebyreleases the Executive, his heirs, representatives, agents and assigns from anyand all known claims, causes of action, grievances, damages and demands of anykind or nature based on acts or omissions committed by the Executive during andin the course of his employment with Cinergy provided such act or omission wascommitted in good faith and occurred within the scope of his normal duties andresponsibilities.

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# 10.                                 The Partiesacknowledge that this Waiver and Release is entered into solely for the purposeof ending their employment relationship on an amicable basis and shall not beconstrued as an admission of liability or wrongdoing by either Party and thatboth Cinergy and Executive have expressly denied any such liability orwrongdoing.

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# 11.                                 Each of thepromises and obligations shall be binding upon and shall inure to the benefitof the heirs, executors, administrators, assigns and successors in interest ofeach of the Parties.

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# 12.                                 The Partiesagree that each and every paragraph, sentence, clause, term and provision ofthis Waiver and Release is severable and that, if any portion of this Waiverand Release should be deemed not enforceable for any reason, such portion shallbe stricken and the remaining portion or portions thereof should continue to beenforced to the fullest extent permitted by applicable law.

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# 13.                                 This Waiver andRelease shall be governed by and interpreted in accordance with the laws of theState of Ohio without regard to any applicable state’s choice of lawprovisions.

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# 14.                                 Executiverepresents and acknowledges that in signing this Waiver and Release he does notrely, and has not relied, upon any representation or statement made by Cinergyor by any of Cinergy’s employees, officers, agents, stockholders, directors orattorneys with regard to the subject matter, basis or effect of this Waiver andRelease other than those specifically contained herein.

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# 15.                                 This Waiver andRelease represents the entire agreement between the Parties concerning thesubject matter hereof, shall supercede any and all prior agreements which mayotherwise exist between them concerning the subject matter hereof (specificallyexcluding, however, the post-termination obligations contained in the Agreementor any other legally-binding document), and shall not be altered, amended,modified or otherwise changed except by a writing executed by both Parties.

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# 16.                                 Cinergy Corp.and the Executive agree that Cinergy Services, Inc. will be authorized to actfor Cinergy Corp. with respect to all aspects pertaining to the administrationand interpretation of this Waiver and Release.

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# **PLEASE READ CAREFULLY.  WITH RESPECT TO THE EXECUTIVE, THIS**

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# **WAIVER AND RELEASE INCLUDES ACOMPLETE RELEASE OF ALL KNOWN**

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# **AND UNKNOWN CLAIMS.**

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# IN WITNESS WHEREOF, the Parties have themselves signed, or caused aduly authorized agent thereof to sign, this Waiver and Release on their behalfand thereby acknowledge their intent to be bound by its terms and conditions.

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| EXECUTIVE |                     | CINERGY SERVICES, INC. |
|-----------|--------------------------|------------------------|
|      |                     |                   |
|      |                     |                   |   |   |
| Signed:   | /s/ Donald B. Ingle, Jr. |                   | By: | /s/ James E. Rogers |   |
|      |                     |                   |   |   |   |
| Printed:  | Donald B. Ingle, Jr.     |                   | Title: | Chairman and Chief  Executive Officer |   |
|      |                     |                   |   |   |   |
| Dated:    |                     |                   | Dated: |   |   |
|      |                     |                   |   |   |

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