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 Xxxxx X. Xxxxxx (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: Xxxxxxx H. Randolph___________
(Xxxxxxx X. Xxxxxxxx)
Chairman and Chief Executive Officer
EXECUTIVE
Xxxxx X. Rogers______________
(Xxxxx X. Xxxxxx)
