AGREEMENT


This Agreement is made and entered into as of the _____ day of 
____________, 1996, by and among PSI Energy, Inc. ("PSI"), an 
Indiana corporation, Cinergy Corp., a Delaware corporation, 
individually and on behalf of its subsidiaries (the "Company"), 
and John M. Mutz (the "Executive").

WHEREAS, as of October 4, 1993, the Executive entered into an 
Employment Agreement with PSI Resources, Inc., an Indiana 
corporation, and PSI (the "Employment Agreement"); and

WHEREAS, the Company and PSI, pursuant to the terms of the 
Employment Agreement, have assumed and agreed to perform the 
obligations of the parties to the Employment Agreement other than 
the Executive; and

WHEREAS, the Company and the Executive desire to amend and 
clarify certain provisions of the Employment Agreement;

NOW, THEREFORE, in consideration of the mutual premises, 
covenants and agreements set forth below, it is hereby agreed as 
follows:

1.  The parties agree that Section 2 (a) of the Employment 
Agreement is hereby amended to reflect that during the remaining 
term of the Employment Agreement the Executive shall hold the 
titles of President of PSI Energy, Inc. and Vice President of 
Cinergy Corp., and that he shall have such authority, duties and 
responsibilities as may be mutually agreed upon, from time to 
time, by Executive and James E. Rogers, Vice Chairman and Chief 
Executive Officer of the Company.

2.  The parties agree that Section 4 (d) of the Employment 
Agreement is hereby amended to reflect that the Executive must 
give the Company at least two (2) months advance written notice 
to terminate the Employment Agreement for Good Reason.
 
3.  The parties agree that Executive, at any time during the 
remaining term of the Employment Agreement, has the right to 
terminate the Employment Agreement for Good Reason, to deliver a 
Notice of Termination, and to receive the benefits provided for 
in Section 5(a)(i) and (ii).
 
4.  Provided that Executive gives proper and timely Notice of 
Termination of the Employment Agreement for Good Reason, the 
Company and PSI hereby waive any right to object to the 
Executive's decision during the remaining term of the Employment 
Agreement to terminate his employment for Good Reason, deliver a 
Notice of Termination to the Company or PSI relating to such 
termination, and to receive the benefits provided for in Sections 
5(a)(i) and (ii) on the grounds that Executive consented to the 
material reduction of his title, authority, duties, or 
responsibilities as specified in Section 2(a) or to any material 
breach of the Employment Agreement by the Company, or waived his 
right to exercise such rights and receive the benefits to which 
he would thereby be entitled, or on grounds of laches, or for any 
other reason related to Executive's decision at this time not to 
deliver a Notice of Termination or terminate his employment for 
Good Reason.
 
5.  Pursuant to Section 5(c) of the Employment Agreement, PSI and 
the Company agree to pay all of Executive's legal fees and 
expenses incurred by the Executive in connection with this 
Agreement, which fees shall not exceed $10,000.
 
6.  The parties agree that in computing benefits payable pursuant 
to Section 5(a)(ii) of the Employment Agreement, in addition to 
all other benefits provided for in such section, at the time of 
his termination of his employment for Good Reason, (i) the 
Executive would be entitled to receive from the Company the 
difference between the fair market value of all shares of Cinergy 
Corp. common stock subject to stock options held by him which are 
not fully vested at the time of Executive's termination of 
employment and the aggregate exercise price of such options, 
assuming they are 100% vested, and that for such purposes, the 
"fair market value" shall mean the average of the high and low 
sales prices of a share of Cinergy Corp. common stock as reported 
by the "NYSE - Composite Transactions" in The Wall Street Journal 
on the date of the Executive's termination of employment or the 
preceding trading day, if that date is not a trading day, and 
(ii) the Executive would be entitled to receive the present value 
of any Performance Share Awards held by him on the date of 
termination of his employment, based on the assumptions that the 
Committee had made a determination to vest them as permitted by 
Section 10.3(b) of the Performance Shares Plan and that the 
Executive continued to work until the last day of the applicable 
Performance Period for Performance Share Awards held by him 
(adjusted to reflect, on a pro rata basis, the percentage of 
service during the applicable Performance Period represented by 
five years of service through October 4, 1998).

IN WITNESS WHEREOF, the Executive and PSI and the Company have 
caused this Agreement to be executed as of the day and year first 
written above.


      CINERGY CORP., on behalf of itself and all of its 
      subsidiaries, including PSI ENERGY, INC.


      
      By:   JAMES E. ROGERS
               James E. Rogers, Vice Chairman and
               Chief Executive Officer



              JOHN M. MUTZ
               John M. Mutz