Cinergy Corp Sample Contracts

and [ ], as Purchase Contract Agent FORM OF PLEDGE AGREEMENT Dated as of _________, 2001 TABLE OF CONTENTS
Pledge Agreement • December 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
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AND THE FIFTH THIRD BANK, Trustee
First Supplemental Indenture • November 12th, 1998 • Cinergy Corp • Electric & other services combined
RECITALS
Subscription Agreement • May 14th, 2001 • Cinergy Corp • Electric & other services combined • Delaware
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 1998 • Cinergy Corp • Electric & other services combined • Ohio
THE CINCINNATI GAS & ELECTRIC COMPANY and THE BANK OF NEW YORK, Trustee
Supplemental Indenture • May 15th, 2001 • Cinergy Corp • Electric & other services combined
FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • September 23rd, 2002 • Cinergy Corp • Electric & other services combined • Delaware
GUARANTEE AGREEMENT
Guarantee Agreement • December 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
LIMITED LIABILITY COMPANY AGREEMENT OF Cinergy Mexico Limited, LLC
Limited Liability Company Agreement • April 29th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
OF
Limited Partnership Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined
and THE BANK OF NEW YORK, as Purchase Contract Agent
Pledge Agreement • December 19th, 2001 • Cinergy Corp • Electric & other services combined • New York
CINERGY CORP. AND
Second Supplemental Indenture • December 19th, 2001 • Cinergy Corp • Electric & other services combined • New York
CINERGY CORP. AND
Indenture • July 26th, 2001 • Cinergy Corp • Electric & other services combined • New York
LIMITED LIABILITY COMPANY AGREEMENT OF CALEDONIA POWER I, L.L.C.
Limited Liability Company Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined • Delaware
DEBENTURES DUE 20__ UNDERWRITING AGREEMENT DATED: SEPTEMBER ___, 2001
Underwriting Agreement • September 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
WITNESSETH
Investor Rights Agreement • April 1st, 2004 • Cinergy Corp • Electric & other services combined • Illinois
OF
Limited Partnership Agreement • April 29th, 2005 • Cinergy Corp • Electric & other services combined
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AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined • Delaware
CINERGY CORP.
Underwriting Agreement • July 26th, 2001 • Cinergy Corp • Electric & other services combined • New York
SECOND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CINCAP VII, LLC
Limited Liability Company Agreement • October 19th, 2000 • Cinergy Corp • Electric & other services combined • Delaware
AMENDED AND RESTATED CERTIFICATE OF FORMATION
Limited Liability Company Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined

This Amended and Restated Certificate of Formation of Chandler Wind Partners, LLC, a Delaware limited liability company, formed on March 19, 1998, was duly executed and is being filed in accordance with Section 18-208 of the Delaware Limited Liability Company Act.

LIMITED LIABILITY COMPANY AGREEMENT OF Cinergy Solutions O&M, LLC
Limited Liability Company Agreement • April 29th, 2005 • Cinergy Corp • Electric & other services combined • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of August 30, 2004, Cinergy Solutions O&M, LLC, a Delaware limited liability company (the “Company”), is entered into by Cinergy Solutions, Inc. a Delaware corporation, as the sole member of the Company (the “Member”) to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6 §§18-101, et seq. (the “Act”).

CONFORMED COPY -------------- AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 10th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
EMPLOYMENT AGREEMENT TERM SHEET JAMES E. ROGERS
Employment Agreement • May 10th, 2005 • Cinergy Corp • Electric & other services combined
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