0001104659-06-013527 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2006 • Psi Energy Inc • Electric services • Ohio

This EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of May, 2003 (the “Effective Date”), by and between Cinergy and Lynn J. Good (the “Executive”). This Agreement replaces and supersedes any and all prior employment agreements between Cinergy and the Executive. The capitalized words and terms used throughout this Agreement are defined in Section 11.

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AGREEMENT
Merger Agreement • March 2nd, 2006 • Psi Energy Inc • Electric services • Ohio

In connection with the anticipated merger (the “Merger”) by and among Cinergy Corp., a Delaware corporation (“Cinergy”), Duke Energy Corporation, a North Carolina corporation (“Duke”) and their respective affiliates as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 8, 2005, originally by and among Duke, Cinergy, Deer Holding Corp., a Delaware corporation, Deer Acquisition Corp., a North Carolina corporation, and Cougar Acquisition Corp., a Delaware corporation, Cinergy and the individual listed on Exhibit A hereto (the “Executive”) (collectively, the “Parties”) hereby enter into this agreement (this “Agreement”). The Parties are entering into this Agreement in order to accelerate the payment of certain amounts that are expected to become payable following 2005. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in the Merger Agreement.

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