FIRST AMENDMENT TO AMENDED AND 
                RESTATED EMPLOYMENT AGREEMENT

     This First Amendment to Amended and Restated Employment 
Agreement dated effective July 2, 1993, amends that certain 
Employment Agreement ("Employment Agreement") by and among 
Cinergy Corp., a Delaware corporation ("Cinergy"), Cinergy 
Services, Inc., a Delaware corporation ("Cinergy Services"), 
The Cincinnati Gas & Electric Company, an Ohio corporation 
("CG&E"), PSI Energy, Inc., an Indiana corporation ("PSI"), 
and James E. Rogers (the "Executive") amended and restated 
as of July 2, 1993.  Cinergy, Cinergy Services, CG&E, and 
PSI will sometimes be referred to in this First Amendment to 
Amended and Restated Employment Agreement collectively as 
the "Company".  This First Amendment to Amended and Restated 
Employment Agreement amends the Employment Agreement as 
follows:

     1.  The substantive provisions of  Section 1(b) are 
         deleted in their entirety and replaced with the 
         following:

    "The Employment Period shall commence as of the 
     consummation date (the "Effective Date") of the 
     merger (the "Merger") pursuant to the terms of the 
     Merger Agreement  and shall continue until the 
     third anniversary of the Effective Date; provided, 
     however, that commencing on each anniversary date 
     of the Effective Date (the "Anniversary Date"), 
     the term of this Agreement shall automatically be 
     extended for one (1) additional year if neither 
     the Company nor the Executive shall have given 
     written notice to the other of its intent to 
     terminate this Employment Agreement at least 
     fifteen (15) days prior to such Anniversary Date; 
     provided, further, however, that if the Merger 
     Agreement is terminated, then, at the time of such 
     termination, this Agreement shall be deemed 
     canceled and of no force or effect and the 1990 
     Employment Agreement shall remain in full force 
     and effect.  For all periods prior to, but not 
     including, the Effective Date, the 1990 Employment 
     Agreement shall remain in full force and effect.  
     As of the Effective Date, the 1990 Employment 
     Agreement shall terminate and be of no force and 
     effect.  As a condition to the Merger, the parties 
     hereto agree that the Company shall be responsible 
     for all the premises, covenants and agreements set 
     forth in this Agreement."

     2.  All other provisions of the Employment Agreement 
         remain unchanged by this First Amendment to Amended 
         and Restated Employment Agreement.

     IN WITNESS WHEREOF, the Executive and the Corporation 
have caused this First Amendment to Amended and Restated 
Employment Agreement to be executed as of the day and year 
first above written.


CINERGY CORP., CINERGY SERVICES, INC.
THE CINCINNATI GAS & ELECTRIC COMPANY, 
and PSI ENERGY, INC.



By:           Jackson H. Randolph___________
             (Jackson H. Randolph)
        Chairman and Chief Executive Officer



EXECUTIVE



              James E. Rogers______________
             (James E. Rogers)