Adopted by the Cinergy Corp.
Board of Directors on October 22, 1996
NOVEMBER 1, 1996
AMENDMENT TO THE CINERGY CORP.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Effective November 1, 1996)
The Cinergy Corp. Employee Stock Purchase and Savings Plan,
as adopted on October 18, 1994, and as amended effective as of
January 1, 1995, and January 1, 1996, is hereby further amended
effective November 1, 1996, pursuant to Article 11 thereof, with
respect to the modification of Articles 4 and 6, and Section
9.11.
(1) Explanation of Amendments
Currently, Article 4, Administration, of the Plan provides
that the Plan shall be administered by the Compensation
Committee of Cinergy's board of directors which committee is
composed of "disinterested persons" under Rule 16b-3 under
the Securities Exchange Act of 1934 (the "1934 Act"). The
revised Rule 16b-3 regulations have replaced the concept of
"disinterested persons" with the concept of "non-employee
directors" and, as revised, provide additional flexibility
as to Plan administration. Thus, the Plan is being amended
to substitute "non-employee directors" for "disinterested
persons" and to enable Cinergy's board of directors to
change the entity authorized to administer the Plan.
Article 6, Eligibility, is amended by deleting the
requirement that an employee must have been employed by his
employer for at least nine months immediately prior to the
first date of an offering period in order to participate in
the Plan.
Section 9.11, Restrictions on Transferability, is amended by
deleting the prohibition on transferability of shares
purchased under the plan as to those individuals who may be
subject to liability under Section 16(b) of the 1934 Act.
The revised Rule 16b regulations have deleted this
requirement.
(2) Article 4 as Amended
Article 4, as hereby amended, reads as follows:
"ARTICLE 4
ADMINISTRATION
The Plan shall be administered by the Committee. Unless
otherwise determined by CINergy's Board of Directors, members of
the Committee shall be members of CINergy's Board of Directors
who are non-employee directors under Rule 16 b-3 promulgated
under the 1934 Act and successor rules. The Committee may employ
agents, attorneys, accountants, or other persons (who also may be
Employees of an Employer) and allocate or delegate to them
powers, rights, and duties, all as the Committee may consider
necessary or advisable to properly carry out the administration
of the Plan. The Committee may adopt rules and regulations as it
deems appropriate to assist in administering and enforcing the
Plan.
The Committee shall have the discretionary authority to
regulate and interpret the Plan's provisions. Unless otherwise
determined by CINergy's Board of Directors, the interpretation
and construction by the Committee of any provisions of the Plan,
the terms and conditions of an offering and of Employee
participation, and any determination by the Committee pursuant to
any provisions of the Plan shall be final and conclusive.
No member of CINergy's Board of Directors or the Committee
shall be liable for any action or determination made in good
faith under the Plan."
(3) Article 6 as Amended
Article 6, as hereby amended, reads as follows:
"ARTICLE 6
ELIGIBILITY
All Employees of an Employer shall be eligible to
participate in an offering under the Plan except (a) any Employee
who normally works less than 20 hours a week; (b) any Employee
who normally works less than five months a year; (c) any full
officer of CINergy, CINergy Services, PSI,
CG&E, or any other participating Employer who is a highly
compensated employee within the meaning of Code Subsection 414
(q); and (d) any Employee who receives a grant of an option or a
stock appreciation right under the CINergy Stock Option Plan, any
successor plan, or any other stock option plan sponsored by
CINergy. Service with CG&E prior to the Effective Time of the
Mergers shall be applied in determining eligibility; provided,
however, that notwithstanding the preceding provisions of this
Article 6, unless otherwise determined by CINergy, no person who
was employed by CG&E or any of its subsidiaries immediately prior
to the Effective Time of the Mergers shall be eligible to
participate in the Plan prior to the end of the 90-day period
immediately following the Effective Time of the Mergers. As of
the commencement of his participation in the Plan, an Employee
who was employed by CG&E or any of its subsidiaries as of the
Effective Time of the Mergers shall be eligible to participate in
the remaining period of any offering under the Plan in effect as
of the Effective Time of the Mergers."
(4) Section 9.11 as Amended
Section 9.11, as hereby amended, reads as follows:
"SECTION 9.11
RESTRICTIONS ON TRANSFERABILITY
If, at the time of the purchase of shares under the Plan, in
the opinion of counsel for CINergy, it is necessary or desirable,
in order to comply with any applicable laws or regulations
relating to the sale of securities, that the Eligible Employee
purchasing the shares shall agree not to dispose of the shares
otherwise than in compliance with the Securities Act of 1935, as
amended, and interpretive rulings and regulations, the Employee
will, upon the request of CINergy, execute and deliver to CINergy
an agreement to that effect."
This Amendment is executed and approved by the duly
authorized officers of Cinergy Corp., effective as of November 1,
1996.
CINERGY CORP.
By: _________James E.
Rogers________
Vice Chairman,
President, and
Chief Executive
Officer
Dated: October 25, 1996
APPROVED:
By: ______Jerome A. Vennemann_____
Associate General Counsel and
Assistant Corporate Secretary
Dated: October 25, 1996