U5S

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 2003

Filed pursuant to the Public Utility Holding Company Act of 1935 by

Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202

(Name and address of each registered holding company in the system)

TABLE OF CONTENTS

   Item
Number

1       System Companies and Investments Therein as of December 31, 2003

2       Acquisitions or Sales of Utility Assets

3       Issue, Sale, Pledge, Guarantee, or Assumption of System Securities

4       Acquisition, Redemption, or Retirement of System Securities

5       Investments in Securities of Nonsystem Companies

6       Officers and Directors

7       Contributions and Public Relations

8       Service, Sales, and Construction Contracts

9       Exempt Wholesale Generators and Foreign Utility Companies

10     Financial Statements and Exhibits

Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

                                                                                  Number of
                                                                                  Common      % of    Issuer's       Owner's
                                                                                  Shares     Voting     Book          Book       Business
                                   Name of Company                                Owned       Power   Value (+)      Value (+)  Classification (/)
                                   ---------------                                -----       -----   ---------      ---------  ------------------
                 (Indentation indicates subsidiary relationship and                                   (dollars in thousands)
                 Bold represents a company that has subsidiary(ies))

Cinergy Corp. (Cinergy)                                                                                                             A

   Cinergy Services, Inc. (Services)                                                    70       100   $        -   $        -      B

   CC Funding Trust I (1)                                                          195,640       100            -            -      C

   CC Funding Trust II * (2)                                                             -       100            -            -      C

   Cinergy Receivables Company LLC                                                     N/A       100            -            -      C

   The Cincinnati Gas & Electric Company (CG&E) (3)                             89,663,086       100    1,906,193    1,906,193    D & I
     Cinergy Power Investments, Inc. *                                                 100       100            -            -      T
     CPI Allowance Management, LLC                                                     N/A       100            -            -      F
     CPI Investments, LLC                                                              N/A       100            -            -      F
     The Union Light, Heat and Power Company (ULH&P)                               585,333       100      189,356      189,356      I
     Tri-State Improvement Company                                                   1,000       100            -            -      E
     Lawrenceburg Gas Company (Lawrenceburg)                                        10,768       100            -            -      H
     Miami Power Corporation                                                         1,000       100            -            -      G
     KO Transmission Company (KO Transmission)                                          10       100            -            -      K

   PSI Energy, Inc. (PSI) (4)                                                   53,913,701       100    1,633,182    1,633,182      G
     South Construction Company, Inc. *                                                 10       100            -            -      E

   Cinergy Investments, Inc. (Investments)                                             100       100            -            -      J
     Cinergy-Cadence, Inc.                                                             100       100            -            -      N
       Cadence Network, Inc. (Cadence Network)                                           -      14.3            -            -      N
     Cinergy Capital & Trading, Inc. (Capital & Trading)                               100       100            -            -    J & O
       Brownsville Power I, LLC                                                        N/A       100            -            -      L
       Caledonia Power I, LLC                                                          N/A       100            -            -      L
       CinCap IV, LLC                                                                  N/A        10            -            -      K
       CinCap V, LLC                                                                   N/A        10            -            -      K
       CinPower I, LLC                                                                 N/A       100            -            -      K
       Cinergy Canada, Inc.                                                            100       100            -            -      P
       Cinergy Climate Change Investments, LLC (5)                                     N/A       100            -            -      X
       Cinergy Limited Holdings, LLC                                                   N/A       100            -            -      K
        Cinergy Marketing & Trading, LP (Marketing & Trading) (6)                      N/A       100            -            -      K
          Ohio River Valley Propane, LLC                                               N/A       100            -            -      K
       Cinergy General Holdings, LLC                                                   N/A       100            -            -      K
       Cinergy Retail Power Limited, Inc. *                                            100       100            -            -      K
        Cinergy Retail Power, L.P. *(7)                                                N/A       100            -            -      K
       Cinergy Retail Power General, Inc. *                                            100       100            -            -      K
       Cinergy Retail Sales, LLC *(8)                                                  N/A       100            -            -      K
       CinFuel Resources, Inc.                                                         100       100            -            -      K
       LH1, LLC (9)                                                                    N/A       100            -            -      K
        Oak Mountain Products, LLC                                                     N/A       100            -            -      K
       Cinergy Transportation, LLC                                                     N/A       100            -            -      K
       SynCap II, LLC *                                                                N/A       100            -            -      K
     Cinergy Telecommunications Holding Company, Inc.                                  100       100            -            -      N
       Q-Comm Corporation                                                        5,863,227        40            -            -      V
       Lattice Communications, LLC                                                     N/A        40            -            -      N
        LB Tower Company, LLC                                                          N/A        40            -            -      V
     Cinergy Engineering, Inc.                                                         100       100            -            -      K
     Cinergy-Centrus, Inc. *                                                           100       100            -            -      N
     Cinergy-Centrus Communications, Inc. *                                            100       100            -            -      N
     Cinergy Solutions Holding Company, Inc. (Solutions Holding)                       100       100            -            -      J
       3036243 Nova Scotia Company                                                   7,100       100            -            -      S
        Cinergy Solutions Limited Partnership (10)                                     N/A       100            -            -      S
          3075959 Nova Scotia Company *(11)                                         20,000       100            -            -      S
       1388368 Ontario Inc.                                                         20,020       100            -            -      S
       Vestar, Inc.                                                                    100       100            -            -      R
        Vestar Limited                                                                   2       100            -            -      R
          Keen Rose Technology Group Limited                                             1       100            -            -      R
          Optimira Controls, Inc.                                                      900     90.83            -            -      R
       Cinergy EPCOM, LLC (Cinergy EPCOM)                                              N/A       100            -            -      K
       Cinergy EPCOM College Park, LLC                                                 N/A       100            -            -      K
       Cinergy Solutions, Inc.  (Solutions)                                            100       100            -            -      K
        BSPE Holdings, LLC #                                                           N/A        50            -            -      K
          BSPE Limited, LLC #                                                          N/A        50            -            -      K
            BSPE, L.P. #(12)                                                           N/A        50            -            -      K
          BSPE General, LLC #                                                          N/A        50            -            -      K
        Cinergy Energy Solutions, Inc.                                                 100       100            -            -      K
          U.S. Energy Biogas Corp.                                                   4,574        20            -            -      K
        Cinergy GASCO Solutions, LLC                                                   N/A       100            -            -      K
          Countryside Landfill Gasco, L.L.C.                                           N/A       100            -            -      K
          Morris Gasco, L.L.C.                                                         N/A       100            -            -      K
          Brown County Landfill Gas Associates, L.P.                                   N/A       100            -            -      K
        Cinergy Solutions of Monaca, LLC *(13)                                         N/A       100            -            -      K
        Cinergy Solutions of Narrows, LLC (14)                                         N/A       100            -            -      K
        Cinergy Solutions of Rock Hill, LLC (15)                                       N/A       100            -            -      K
        Cinergy Solutions of St. Bernard, LLC (16)                                     N/A       100            -            -      K
        Cinergy Solutions Operating Services of Lansing, LLC                           N/A       100            -            -      K
        Cinergy Solutions Operating Services of Shreveport, LLC                        N/A       100            -            -      K
        Cinergy Solutions Operating Services of Oklahoma, LLC                          N/A       100            -            -      K
        Cinergy Solutions of Philadelphia, LLC                                         N/A       100            -            -      K
        Cinergy Solutions Partners, LLC                                                N/A       100            -            -      K
          CST Limited, LLC                                                             N/A       100            -            -      K
            CST Green Power, L.P. (17)                                                 N/A       100            -            -      K
              Green Power Holdings, LLC                                                N/A        50            -            -      K
               Green Power Limited, LLC                                                N/A        50            -            -      K
                 South Houston Green Power, L.P. (18)                                  N/A        50            -            -      K
               Green Power G.P., LLC                                                   N/A        50            -            -      K
          CST General, LLC                                                             N/A       100            -            -      K
        CSGP of Southeast Texas, LLC                                                   N/A       100            -            -      K
        CSGP Limited, LLC                                                              N/A       100            -            -      K
          CSGP Services, L.P. (19)                                                     N/A       100            -            -      K
        CSGP General, LLC                                                              N/A       100            -            -      K
        Lansing Grand River Utilities, LLC                                             N/A       100            -            -      K
        Oklahoma Arcadian Utilities, LLC                                               N/A     33.34            -            -      K
        Shreveport Red River Utilities, LLC                                            N/A     33.34            -            -      K
       Cinergy Solutions of Tuscola, Inc.                                              100       100            -            -      K
       Delta Township Utilities, LLC                                                   N/A        50            -            -      K
       Energy Equipment Leasing LLC                                                    N/A        50            -            -      K
       Trigen-Cinergy Solutions LLC                                                    N/A        50            -            -      K
       Trigen-Cinergy Solutions of Ashtabula LLC                                       N/A        50            -            -      K
       Cinergy Solutions of Boca Raton, LLC (20)                                       N/A       100            -            -      K
       Cinergy Solutions of Cincinnati LLC  (21)                                       N/A       100            -            -      K
       Trigen-Cinergy Solutions of Lansing LLC                                         N/A        50            -            -      K
        Trigen/Cinergy-USFOS of Lansing LLC                                            N/A        25            -            -      K
       Trigen-Cinergy Solutions of Orlando LLC                                         N/A        50            -            -      K
       Trigen-Cinergy Solutions of Owings Mills LLC                                    N/A        50            -            -      K
       Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC          N/A        50            -            -      K
       Trigen-Cinergy Solutions of Rochester LLC                                       N/A        50            -            -      K
       Trigen-Cinergy Solutions of San Diego LLC *                                     N/A        50            -            -      K
       Trigen-Cinergy Solutions of Silver Grove LLC                                    N/A        50            -            -      K
       Trigen-Cinergy Solutions of the Southeast LLC *                                 N/A        50            -            -      K
       Cinergy Solutions of St. Paul LLC (22)                                          N/A       100            -            -      J
        Environmental Wood Supply, LLC                                                 N/A        50            -            -      K
        St. Paul Cogeneration LLC                                                      N/A        50            -            -      L
       Trigen-Cinergy Solutions of Tuscola, LLC                                        N/A        50            -            -      K
     Cinergy Supply Network, Inc.                                                      100       100            -            -      Q
       Reliant Services, LLC (Reliant)                                                 N/A        50            -            -      Q
        MP Acquisitions Corp., Inc.                                                    100        50            -            -      Q
          Miller Pipeline Corporation (Miller Pipeline)                                100        50            -            -      Q
        Fiber Link, LLC                                                                N/A      37.5            -            -      N
     Cinergy Technology, Inc. (Technology)                                             100       100            -            -      K

   Cinergy Global Resources, Inc. (Global Resources)                                   100       100            -            -      J
     Cinergy UK, Inc.                                                                  100       100            -            -      W
     Cinergy Global Power, Inc. (Global Power)                                         100       100            -            -      M
       CGP Global Greece Holdings, SA                                                9,000       100            -            -      J
        Attiki Denmark ApS                                                      64,586,074        57            -            -      J
          Attiki Gas Supply Company SA                                           2,954,430      28.5            -            -      M
       Cinergy Global Chandler Holding, Inc. *                                         100       100            -            -      J
        Cinergy Global Chandler I, Inc. *                                              100       100            -            -      U
       Cinergy Global Ely, Inc.                                                        100       100            -            -      M
        EPR Ely Power Limited                                                      214,286      28.5            -            -      J
          EPR Ely Limited                                                          300,000      28.5            -            -      M
            Ely Power Limited *                                                          1      28.5            -            -      U
            Anglian Straw Limited                                                      300      28.5            -            -      U
        Anglian Ash Limited                                                              3      28.5            -            -      U
       Cinergy Global Foote Creek, Inc. *                                              100       100            -            -      U
       Cinergy Global Foote Creek II, Inc. *                                           100       100            -            -      U
       Cinergy Global Foote Creek IV, Inc. *                                           100       100            -            -      U
       Cinergy Global Peetz Table I, Inc. *                                            100       100            -            -      U
       Cinergy Global Power Services Limited                                     1,001,000       100            -            -      U
       Cinergy Global Power (UK) Limited                                         8,658,242       100            -            -      M
        Cinergy Global Trading Limited                                           8,084,908       100            -            -      U
          Cinergy Trading and Marketing Limited *(23)                                    2       100            -            -      U
          Commercial Electricity Supplies Limited *                                  6,000       100            -            -      U
          Cinergy Renewable Trading Limited *                                            2       100            -            -      U
          UK Electric Power Limited                                                 85,000       100            -            -      U
          Cinergy Global Power Iberia, S.A. *                                        1,000       100            -            -      U
       Cinergy Global Holdings, Inc. (Global Holdings)                                 100       100            -            -      J
        Cinergy Holdings B.V. (Holdings B.V.) (24)                                  23,731       100            -            -      J
          Cinergetika U/L a.s. (Cinergetika) (25)                                      701      98.5            -            -      M
          Cinergy Global Polska Sp. Z o.o. *(26)                                       N/A       100            -            -      U
          Cinergy Zambia B.V.                                                        4,525       100            -            -      J
            Copperbelt Energy Corporation PLC (Copperbelt)                       3,850,000        30            -            -      M
              Power Sports Limited (27)                                            770,000        30            -            -      U
          Moravske Teplarny a.s. (Teplarny) (28)                                        91       100            -            -      M
       Cinergy Global (Cayman) Holdings, Inc.                                    5,171,137       100            -            -      J
        Cinergy Global Hydrocarbons Pakistan *                                         100       100            -            -      U
        Cinergy Global Tsavo Power                                               5,171,137       100            -            -      J
          IPS-Cinergy Power Limited                                              3,968,547        50            -            -      J
            Tsavo Power Company Limited                                          8,233,500      28.5            -            -      M
        Cinergy MPI V, Inc. *                                                          100       100            -            -      U
       Cinergy Global One, Inc.                                                        100       100            -            -      J
        CZECHPOL ENERGY spol, s.r.o. *                                                 N/A       100            -            -      M
       eVent Resources Overseas I, LLC                                                 N/A       100            -            -      U
       Midlands Hydrocarbons (Bangladesh) Limited *                              4,535,000       100            -            -      U
       Cinergy Global Power Africa (Proprietary) Limited *                             100       100            -            -      U

   CinTec LLC (CinTec)                                                                 N/A       100            -            -      J
     CinTec I LLC                                                                      N/A       100            -            -      J
       eVent Resources I LLC                                                           N/A        67            -            -      J
        eVent Resources Holdings LLC                                                   N/A        67            -            -      N
     CinTec II LLC *(29)                                                               N/A       100            -            -      J

   Cinergy Technologies, Inc. (Cinergy Technologies)                                   100       100            -            -      J
     Cinergy Broadband, LLC (30)                                                       N/A       100            -            -      N
       CCB Communications, LLC (31)                                                    N/A         ^            -            -      V
        CCB Indiana, LLC *(32)                                                         N/A         ^            -            -      V
        CCB Kentucky, LLC *(33)                                                        N/A         ^            -            -      V
        CCB Ohio, LLC (34)                                                             N/A         ^            -            -      V
       National BPL, LLC #(35)                                                         N/A         ^            -            -      V
     Cinergy Ventures, LLC (Ventures)                                                  N/A       100            -            -      N
       Configured Energy Systems, Inc. (36)                                              -         ^            -            -      V
       Maximum Performance Group, Inc. (37)                                              -         ^            -            -      V
       Kreiss Johnson Technologies, Inc.                                                 -         ^            -            -      V
     Cinergy Ventures II, LLC                                                          N/A       100            -            -      K
       Catalytic Solutions, Inc.                                                         -         ^            -            -      K
       Electric City Corp. (38)                                                 34,372,021         ^            -            -      K
     Cinergy e-Supply Network, LLC (Cinergy e-Supply)                                  N/A       100            -            -      N
     Cinergy One, Inc. (Cinergy One)                                                   100       100            -            -      K
     Cinergy Two, Inc.                                                                 100       100            -            -      N

   Cinergy Wholesale Energy, Inc. (Wholesale Energy)                                   100       100            -            -      K
     Cinergy Power Generation Services, LLC (Generation Services)                      N/A       100            -            -      K
     Cinergy Origination & Trade, LLC *                                                N/A       100            -            -      K


   * This entity was inactive as of December 31, 2003.
   # This entity was in the start-up phase of operations as of December 31, 2003.
   + Cinergy's issuer's and owner's book value and other amounts, at December 31, 2003, are being filed pursuant to Rule 104(b).  See "Exhibit I" section in
     "Item 10.  Financial Statements and Exhibits" for this information.
   ^ Cinergy's percentage of voting power, at December 31, 2003, is being filed pursuant to Rule 104(b).  See "Exhibit I" section in "Item 10.  Financial
     Statements and Exhibits" for this information.
   / Cinergy and its affiliate companies are involved in various types of businesses, which can be classified as follows:
     A -Registered Holding Company        G -Electric Utility                M -Foreign Utility Company              S  Energy-Related Financing Services
                                                                                                                        Company
     B -Service Company                   H -Gas Utility                     N -Exempt Telecommunications            T  Inactive/Prospective Exempt
                                                                                Company                                 Wholesale Generator
     C -Financing Company                 I -Electric and Gas Utility        O -Power Marketing Company              U -Foreign Utility Company Investment

     D -Exempt Holding Company under      J -Intermediate Holding Company    P -Energy Commodity Marketing           V  Exempt Telecommunications Company
        Section 3(a)(2)                                                         Company                                 Investment
     E -Real Estate Company               K -Rule 58 Energy-Related Company  Q -Infrastructure Services Company      W- Inactive/Prospective Foreign
                                                                                                                        Utility Company
     F -SO2 Emissions Allowance Trading   L -Exempt Wholesale Generator      R -Energy-Related Consulting Services   X  Greenhouse Gas Emissions Reduction
        Company                                                                  Company                                 Company

        ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003 (Continued)

Part A Footnotes

The following footnotes provide information relating to entities that are noncorporate subsidiaries, such as trusts and partnerships, entities that are owned by more than one Cinergy system company, and additional investments, as well as descriptions of changes that occurred to Cinergy’s subsidiary structure, including changes to specific entities, as of December 31, 2003. However, information pertaining to Cinergy’s sale and/or dissolution of subsidiary companies throughout the year, is provided in the following section labeled “Part B Footnotes”.

⁽¹⁾ CC Funding Trust I is a statutory business trust formed under the Delaware Business Trust Act, effective November 27, 2001, to issue and sell Cinergy’s preferred trust securities and common trust securities and to acquire and hold Cinergy’s debt securities as trust assets.

⁽²⁾ CC Funding Trust II was formed as a statutory business trust under the Delaware Business Trust Act, effective January 9, 2003, to issue and sell Cinergy’s preferred trust securities and common trust securities and to acquire and hold Cinergy’s debt securities as trust assets.

⁽³⁾ CG&E also has voting cumulative preferred stock outstanding at December 31, 2003, as follows:

Class	Shares outstanding	Vote per share
Par value $100	204,849	1 vote

⁽⁴⁾ PSI also has voting cumulative preferred stock outstanding at December 31, 2003, as follows:

Class	Shares outstanding	Vote per share
Par value $100	347,445	1 vote
Par value $ 25	303,544	1/4 vote

⁽⁵⁾ Cinergy Climate Change Investments, LLC, a Delaware limited liability company (LLC) organized on June 9, 2003, facilitates investments by Cinergy or its subsidiaries, and other energy companies, in forestation projects in the Lower Mississippi River Valley and possibly other sites, as a means for removing carbon dioxide (CO₂) from the atmosphere.

⁽⁶⁾ Marketing & Trading is owned 99.9% by Cinergy Limited Holdings, LLC and 0.1% by Cinergy General Holdings, LLC.

⁽⁷⁾ Cinergy Retail Power, L.P. is owned 99% by Cinergy Retail Power Limited, Inc. and 1% by Cinergy Retail Power General, Inc.

⁽⁸⁾ Cinergy Retail Sales, LLC, a Delaware LLC organized on December 9, 2003, was formed to provide retail gas and electric services.

⁽⁹⁾ LH1, LLC is owned 99% by Capital & Trading and 1% by CinFuel Resources, Inc.

⁽¹⁰⁾ Cinergy Solutions Limited Partnership is owned 99.9% by 3036243 Nova Scotia Company and 0.1% by 1388368 Ontario Inc.

⁽¹¹⁾ 3075959 Nova Scotia Company, a Nova Scotia, Canada company organized on April 7, 2003, was incorporated for the purpose of participating in a transaction to repay a loan to the Bank of Nova Scotia, which was undertaken as part of the acquisition of Rose Technology Group in December 1999.

⁽¹²⁾ BSPE, L.P. is owned 99% by BSPE Limited, LLC and 1% by BSPE General, LLC.

⁽¹³⁾ Cinergy Solutions of Monaca, LLC, a Delaware LLC organized on December 17, 2003, was formed for the purpose of operating, maintaining and managing Horsehead Industries, Inc. (dba Zinc Corporation of America’s G.F. Weaton Station) located in Monaca, Pennsylvania.

⁽¹⁴⁾ Cinergy Solutions of Narrows, LLC, a Delaware LLC organized on March 17, 2003, operates, maintains and manages the existing utility system at the Celanese Acetate manufacturing facility located in Narrows, Virginia.

⁽¹⁵⁾ Cinergy Solutions of Rock Hill, LLC, a Delaware LLC organized on March 17, 2003, operates, maintains and manages the existing utility system at the Celanese Acetate manufacturing facility located in Rock Hill, South Carolina.

⁽¹⁶⁾ Cinergy Solutions of St. Bernard, LLC, a Delaware LLC organized on January 6, 2003, operates, maintains and manages the existing utility system, and designs, develops, constructs and owns system improvements, at Proctor & Gamble’s chemical manufacturing facility located in St. Bernard, Ohio.

⁽¹⁷⁾ CST Green Power, L.P. is owned 99% by CST Limited, LLC and 1% by CST General, LLC.

⁽¹⁸⁾ South Houston Green Power, L.P. is owned 99% by Green Power Limited, LLC and 1% by Green Power G.P., LLC.

⁽¹⁹⁾ CSGP Services, L.P. is owned 99% by CSGP Limited, LLC and 1% by CSGP General, LLC.

⁽²⁰⁾ Cinergy Solutions of Boca Raton, LLC changed its name from Trigen-Cinergy Solutions of Boca Raton, LLC, effective October 16, 2003.

⁽²¹⁾ Cinergy Solutions of Cincinnati LLC changed its name from Trigen-Cinergy Solutions of Cincinnati LLC, effective October 16, 2003.

⁽²²⁾ Cinergy Solutions of St. Paul LLC changed its name from Trigen-Cinergy Solutions of St. Paul LLC, effective October 16, 2003.

⁽²³⁾ Cinergy Trading and Marketing Limited, an England and Wales private limited company organized on July 30, 2003, was set up to anticipate regulatory trading requirements in London, England.

⁽²⁴⁾ During the fourth quarter of 2003, several former Cinergy subsidiaries, Baghabari I B.V., Baghabari II B.V., Cinergy 1 B.V., Cinergy 2 B.V., Cinergy Global 4 B.V., Cinergy Global 5 B.V., Cinergy Global Resources 1 B.V., Cinergy Hydro B.V., Cinergy South Africa Investments 1 B.V. and Cinergy Turbines B.V. were merged into Holdings B.V., which continues to be a subsidiary of Cinergy, as of December 31, 2003.

⁽²⁵⁾ During the fourth quarter of 2003, Cinergetika became a direct subsidiary of Holdings B.V. Previously, this company was reflected as a subsidiary of Cinergy Global Resources 1 B.V.

⁽²⁶⁾ During the fourth quarter of 2003, Cinergy Global Polska Sp. Z o.o. became a direct subsidiary of Holdings B.V. Previously, this company was reflected as a subsidiary of Cinergy Global Resources 1 B.V.

⁽²⁷⁾ Power Sports Limited, a Republic of Zambia company organized on January 5, 1999 and acquired by Cinergy during the second quarter of 2003, is a sports promotion company.

⁽²⁸⁾ During the fourth quarter of 2003, Teplarny became a direct subsidiary of Holdings B.V. Previously, this company was reflected as a subsidiary of Cinergy Global Resources 1 B.V.

⁽²⁹⁾ CinTec II LLC, a Delaware LLC organized on December 23, 2003, was formed to invest in energy/power generation and telecommunications technology opportunities.

⁽³⁰⁾ Cinergy Broadband, LLC, a Delaware LLC organized on September 22, 2003, holds investments in broadband-related companies.

⁽³¹⁾ CCB Communications, LLC, a Delaware LLC organized on June 2, 2003 and acquired by Cinergy during the fourth quarter of 2003, invests in companies that deploy, market and sell broadband services in Southwest Ohio, Northern Kentucky and Indiana.

⁽³²⁾ CCB Indiana, LLC, a Delaware LLC organized on August 15, 2003 and acquired by Cinergy during the fourth quarter of 2003, was formed to offer broadband services in Indiana.

⁽³³⁾ CCB Kentucky, LLC, a Delaware LLC organized on August 15, 2003 and acquired by Cinergy during the fourth quarter of 2003, was formed to offer broadband services in Kentucky.

⁽³⁴⁾ CCB Ohio, LLC, a Delaware LLC organized on August 15, 2003 and acquired by Cinergy during the fourth quarter of 2003, offers broadband services in Ohio.

⁽³⁵⁾ National BPL, LLC, a Delaware LLC organized on December 17, 2003, was formed to market broadband equipment and services to target markets.

⁽³⁶⁾ Configured Energy Systems, Inc. changed its name from CES International, effective December 31, 2003.

⁽³⁷⁾ During the fourth quarter of 2003, a former Cinergy subsidiary, Pentech Solutions, Inc., was merged into Maximum Performance Group, Inc., which is a new subsidiary of Cinergy, as of December 31, 2003. Maximum Performance Group, Inc., a Delaware corporation organized on December 16, 2002 and acquired by Cinergy during the fourth quarter of 2003, develops hardware and software to remotely monitor and manage heating, ventilation and air conditioning (HVAC) and distributed generation equipment.

⁽³⁸⁾ Electric City Corp., a Delaware corporation organized on May 6, 1998 and acquired by Cinergy during the second quarter of 2003, develops, manufactures and integrates energy-saving technologies and automation systems for buildings.

Part B Footnotes

The following footnotes provide information, as of December 31, 2003, pertaining to the sale and/or dissolution of Cinergy subsidiary companies during the year.

                                                                State/Country of          Date of        Effective Date of
                                                                ----------------          -------        -----------------
                        Company Name                              Incorporation        Incorporation     Sale or Dissolution
                        ------------                              -------------        -------------     -------------------

Baghabari I B.V.                                                 The Netherlands          03/05/1999           12/31/2003
Baghabari II B.V.                                                The Netherlands          03/05/1999           12/31/2003
Baghabari Power Company Limited                                  Bangladesh               03/18/1999           02/20/2003
Chandler Wind Partners, LLC                                      Delaware                 03/19/1998           06/05/2003
CinCap VII, LLC                                                  Delaware                 12/02/1998           07/31/2003
CinCap VIII, LLC                                                 Delaware                 12/02/1998           07/31/2003
CinCap IX, LLC                                                   Delaware                 08/14/2000           07/31/2003
CinCap X, LLC                                                    Delaware                 08/14/2000           07/31/2003
CinCap - Chippewa, LLC                                           Delaware                 07/27/2001           08/31/2003
CinCap Madison, LLC                                              Delaware                 12/02/1998           07/31/2003
CinCap - Martinsville, LLC                                       Delaware                 01/30/2001           08/31/2003
CinCap - Oraville, LLC                                           Delaware                 03/06/2001           08/31/2003
Cinergy 1 B.V.                                                   The Netherlands          09/11/1964           12/31/2003
Cinergy 2 B.V.                                                   The Netherlands          06/14/1938           12/31/2003
Cinergy Global 4 B.V.                                            The Netherlands          07/15/1999           12/31/2003
Cinergy Global 5 B.V.                                            The Netherlands          10/27/2000           12/31/2003
Cinergy Global Resources 1 B.V.                                  The Netherlands          05/31/1968           12/31/2003
Cinergy Global Resources 1 Sp. Z o.o.                            Poland                   04/13/2000           10/02/2003
Cinergy Global Resources a.s.                                    Czech Republic           11/10/1998           12/12/2003
Cinergy Global San Gorgonio, Inc.                                Delaware                 10/13/1998           07/31/2003
Cinergy Hydro B.V.                                               The Netherlands          02/13/1995           12/31/2003
Cinergy Solutions of Boca Raton, LLC                             Delaware                 08/23/2000           10/10/2003
Cinergy South Africa Investments 1 B.V.                          The Netherlands          07/15/1999           12/31/2003
Cinergy Turbines B.V.                                            The Netherlands          07/07/1983           12/31/2003
Egoli Gas (Proprietary) Limited                                  South Africa             05/19/2000           04/03/2003
Energy Customer Services, s.r.o.                                 Czech Republic           12/29/2000           06/30/2003
Foote Creek II, LLC                                              Delaware                 03/16/1999           06/05/2003
Foote Creek III, LLC                                             Delaware                 01/08/1999           06/05/2003
Foote Creek IV, LLC                                              Delaware                 10/25/1999           06/05/2003
IZOIC Incorporated                                               Delaware                 12/22/1999           12/31/2003
Moravia Energo                                                   Czech Republic           12/07/1999           01/02/2003
Pentech Solutions, Inc.                                          Delaware                 11/19/1990           12/31/2003
Powermid No. 1                                                   England                  11/06/1997           06/17/2003
Ridge Crest Wind Partners, LLC                                   Delaware                 06/11/1998           06/05/2003
Trigen-Cinergy Solutions of Baltimore LLC                        Delaware                 11/10/1998           10/01/2003
Trigen-Cinergy Solutions of College Park, LLC                    Delaware                 02/18/1999           10/01/2003

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

In December 2002, the Indiana Utility Regulatory Commission (IURC) approved¹ PSI’s² purchases of the Butler County, Ohio, gas-fired peaking plant and the Henry County, Indiana, gas-fired peaking plant from two indirect wholly-owned subsidiaries of Cinergy Capital and Trading, Inc. In February 2003, the FERC issued an order under Section 203 of the Federal Power Act authorizing PSI’s acquisitions of the plants, which occurred on February 5, 2003 for $306 million for Butler County and $70 million for Henry County, their approximate book values. Subsequently in April 2003 the FERC issued a tolling order allowing additional time to consider a request for rehearing filed in response to the February 2003 order. At this time, the rehearing request is still pending before the FERC, and PSI cannot predict the outcome of this matter.

¹ Refer to Item 10-B-37 for the IURC’s approval.

² PSI is a wholly owned vertically integrated and regulated electric utility that provides service in north central, central, and southern Indiana.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES

                                                                           Principal Amount
                                                        Name of            or Stated Value
                                                    Company Issuing,       ---------------
                       Name of Issuer              Selling, Pledging,              Pledged,                                     Commission
                             and                    Guaranteeing, or    Issued    Guaranteed,   Date of                        Authorization
                       Title of Issue             Assuming Securities  and Sold   or Assumed  Transaction   Proceeds           or Exemption
                       --------------             -------------------  --------   ----------  -----------   --------           ------------
                                                                             (in thousands)                (in thousands)
PSI

Series 2003, Indiana Development Finance Authority(4)    PSI           $ 35,000       (1)        3/7/03     $ 34,200    Rule 52 (See certificate of notification
  Environmental Refunding Revenue Bonds,                                                                                on form U-6B-2 filed on March 26, 2003.)
  due April 1, 2022.

                                                                                                                        Rule 52 (See certificate of notification
5.00% Debentures due September 15, 2013.                 PSI           $400,000        -        9/23/03      394,368    on form U-6B-2 filed on September 23, 2003.)

Series 2003A, Indiana Development Finance Authority(4)   PSI           $ 40,250        -       12/12/03     $ 40,050    Rule 52 (See certificate of notification
  Environmental Revenue Bonds, due December 1, 2038                                                                     on form U-6B-2 filed on December 22, 2003

Series 2003B, Indiana Development Finance Authority(4)   PSI           $ 40,250        -       12/12/03     $ 40,050    Rule 52 (See certificate of notification
  Environmental Revenue Bonds, due December 1, 2038                                                                     on form U-6B-2 filed on December 22, 2003

                                                                                                                        Rule 52 (See certificate of notification
2003 6.302% Subordinated Note due April 15, 2004         PSI           $200,000        -         2/5/03     $200,000    on form U-6B-2 filed on February 12, 2004.)

                                                                                                                        Rule 52 (See certificate of notification
2003 6.403% Subordinated Note due September 1, 2004      PSI           $175,969        -         2/5/03     $175,969    on form U-6B-2 filed on February 12, 2004.)


CG&E

                                                                                                                        Rule 52 (See certificate of notification
2003 Series A 5.40% Debentures due June 15, 2033.        CG&E          $200,000        -        6/16/03     $197,410(2) on form U-6B-2 filed on June 27, 2003.)

                                                                                                                        Rule 52 (See certificate of notification
2003 Series B 5-3/8% Debentures due June 15, 2033        CG&E          $200,000        -        6/16/03      197,410    on form U-6B-2 filed on June 27, 2003.)

1995 Series A, Ohio Air Quality Development Authority    CG&E          $ 42,000        -         8/1/03        (3)      Rule 52
State of Ohio Air Quality Development Revenue Refunding
Bonds, due September 1, 2030

1995 Series B, Ohio Air Quality Development Authority    CG&E          $ 42,000        -         8/1/03        (3)      Rule 52
State of Ohio Air Quality Development Revenue Refunding
Bonds, due September 1, 2030

2001 Series A, Ohio Air Quality Development Authority    CG&E          $ 12,100        -         8/1/03        (3)      Rule 52
State of Ohio Air Quality Development Revenue Bonds,
due August 1, 2033

⁽¹⁾ PSI has entered into an insurance agreement with the bond issuer and has pledged first mortgage bonds of $35 million to secure its reimbursement obligations.

⁽²⁾ This debt issuance is the result of the modification of CG&E’s existing $100 million 6.35% Debenture due June 15, 2038. CG&E exchanged $138 million principle amount of the Series A Debentures for $100,000,000 aggregate principal amount of its outstanding 6.35% Reset Put Securities due June 15, 2038 and certain related agreements. The remaining proceeds were received in cash.

⁽³⁾ These debt issuance were the result of the remarketing of the Ohio Air Quality Development Revenue Bonds. CG&E’s debt was not redeemed and reissued.

⁽⁴⁾ These were issued by the Indiana Development Finance Authority, a state agency, on behalf of PSI. PSI borrowed the proceeds of the issuance through a note.

ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES

                                                               Name of Company
                                                                  Acquiring,     Number of   Principal                  Extinguished (E) or   Commission
                                                                Redeeming, or      Shares      Amount                    Held for Further    Authorization
                Name of Issuer and Title of Issue            Retiring Securities  Redeemed    Retired   Consideration     Disposition (D)    or Exemption
                ---------------------------------            -------------------  --------    -------   -------------     ---------------    ------------
                                                                                                  (in thousands)

PSI

Secured Medium-term Notes
     8.37% MTN Series A due November 8, 2006                        PSI               -       $  2,000         -                  E              Rule 42

     8.81% MTN Series A due May 16, 2022                            PSI               -          5,000         -                  E              Rule 42

     8.80% MTN Series A due May 18, 2022                            PSI               -          3,000         -                  E              Rule 42

     8.67% MTN Series A due June 1, 2022                            PSI               -         16,800         -                  E              Rule 42

     5.93% MTN Series B due September 2003                          PSI               -         56,000         -                  E              Rule 42

Other Long-term Debt
     6.00% Rural Utilities Service Obligation                       PSI               -          1,037         -                  E              Rule 42

     6.302% Subordinated Note due April 15, 2004                    PSI               -        200,000         -                  E              Rule 42

     6.403% Suboridinated Note due September 1, 2004                PSI               -        175,969         -                  E              Rule 42

     1997 Series City of Princeton, Indiana Pollution Control
     Revenue Refunding Bonds due April 1, 2022                      PSI               -         35,000         -                  E              Rule 42

Cumulative Preferred Stock, 3.50% Series ($100 Par Value)           PSI              100            10         -                  D              Rule 42

CG&E

First Mortgage Bonds:
     7.20% Series due October 1, 2023                               CG&E              -       $265,500         -                  E              Rule 42

Junior Subordinated Debentures:
     8.28% due June 30, 2025                                        CG&E              -        100,000         -                  E              Rule 42

ULH&P

     6.11% Senior Debentures due December 8, 2003                  ULH&P              -       $ 20,000         -                  E              Rule 42

Ridge Crest

Senior Term loan at a fixed interest rate of
     6.97%, maturing on March 15, 2019                          Ridge Crest           -       $ 13,750         -                 (1)               N/A

Junior Term loan at a fixed interest rate of
     6.35%, maturing on March 15, 2012                          Ridge Crest           -          7,100         -                 (1)               N/A

⁽¹⁾ Ridge Crest was sold on June 5, 2003 to an unaffiliated third party. This debt was transferred with the sale.

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

1.     Securities of investments operating in the retail service area:

                          Aggregate Amount of
                   Investments in Persons (Entities)   Number of
     Name of              Operating in Retail           Persons
     Company           Service Area of Owner(1)       (Entities)                           Description of Persons (Entities)
     -------           ------------------------       ----------                           ---------------------------------
                           (in thousands)
                                                                   Limited partnership, which owns, rehabilitates, and maintains apartment
    CG&E                     $    60                       1       buildings for low-income housing.

                                                                   Limited partnership, which invests in small and minority- or female-owned
    CG&E                         103                       1       businessess.

    CG&E                          15                       1       Community improvement fund.

    ULH&P                          3                       1       Economic development.

    PSI                          525                       1       Limited partnership, which invests in start-up companies.

    Ventures                   6,265                       1       Limited partnership, which invests in significant local development projects.

⁽¹⁾ The aggregate amount of investments reported relate specifically to those persons (entities) whose operations, to our knowledge, are conducted solely within the retail service area of Cinergy’s operating companies.

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (Continued)

2.     Securities not included in Item 5, No. 1:

          Name of                          Name of                   Description      Number of        % of               Nature of              Owner´s
          Company                           Issuer                   of Security       Shares      Voting Power            Business            Book Value
          -------                           ------                   -----------       ------      ------------            --------            ----------
                                                                                                                                             (in thousands)

CG&E                          Ohio Valley Electric Corporation    Common Stock            9,000        9%          Public utility company       $   900

                                                                  Limited                                          Shopping mall in
PSI                           Circle Center Mall                  Partnership               N/A        N/A         Indianapolis, Indiana          1,792

                                                                                                                   Invests in minority- or
PSI                           Lynx Capital Corp.                  Preferred Stock            25        4.90%       female-owned businesses          127

                                                                                                                   General venture capital
Ventures                      Blue Chip Capital Fund III          Limited Partner           N/A        N/A         fund                          12,795

                                                                                                                   Invests in
                                                                                                                   energy-related
Ventures                      Nth Power Technology Fund I         Limited Partner           N/A        N/A         technology companies           2,523

                                                                                                                   Invests in
                                                                                                                   energy-related
Ventures                      Nth Power Technology Fund II, L.P.  Limited Partner           N/A        N/A         technology companies           7,279

                                                                  Convertible
Ventures                      SmartSynch                          Preferred Stock     4,807,693        0.0%        Real-time smart metering       3,600

                                                                  Convertible                                      Zinc-air fuel cell
Cinergy Ventures II, LLC      Metallic Power, Inc.                Preferred Stock     7,100,578        0.0%        manufacturer                   2,750

Cinergy Telecommunications                                                                                         Internet-based
Holding Company, Inc.         Pantellos                           Preferred Stock       583,422        4.48%       technology company             5,843

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2003

PART I

                                                                                  POSTION HELD AT
NAME (ADDRESS)                                                                   DECEMBER 31, 2003

Cinergy

James E. Rogers (a)                                                          D, CB, P, Ceo
Michael G. Browning (d)                                                      D
Phillip R. Cox (e)                                                           D
George C. Juilfs (h)                                                         D
Thomas E. Petry (j)                                                          D
Mary L. Schapiro (u)                                                         D
John J. Schiff, Jr. (k)                                                      D
Philip R. Sharp (l)                                                          D
Dudley S. Taft (n)                                                           D
Michael J. Cyrus (a)                                                         EVP
R. Foster Duncan (a)                                                         EVP, CFO
William J. Grealis (a)                                                       EVP
Marc E. Manly (a)                                                            EVP, CLO, AS
Frederick J. Newton III (a)                                                  EVP, CAO
James L. Turner (a)                                                          EVP
Theodore R. Murphy II (a)                                                    SVP, CRO
John Bryant (x)                                                              VP
J. Joseph Hale, Jr. (a)                                                      VP
M. Stephen Harkness (a)                                                      VP
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Timothy J. Verhagen (a)                                                      VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Ronald J. Brothers (b)                                                       AS
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Bennett L. Gaines (a)                                                        CTO, VP
Lynn J. Good (a)                                                             VP, C
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Services

James E. Rogers (a)                                                          D, CB, P, CEO
Michael J. Cyrus (a)                                                         D, EVP
R. Foster Duncan (a)                                                         D, EVP, CFO
William J. Grealis (a)                                                       D, EVP
James L. Turner (a)                                                          D, EVP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Todd W. Arnold (a)                                                           VP
Russell K. Campbell (a)                                                      VP
Douglas F. Esamann (d)                                                       VP
Bennett L. Gaines (a)                                                        CTO VP
Gregory C. Ficke (a)                                                         VP
Lynn J. Good (a)                                                             VP, C
Caryn J. Griffith (a)                                                        VP
J. Joseph Hale, Jr. (a)                                                      VP
M. Stephen Harkness (a)                                                      VP
Ronald R. Jackups (a)                                                        VP
Gary L. Lavey (a)                                                            VP
J. Thomas Mason (a)                                                          VP
Leigh J. Pefley (a)                                                          VP
John C. Procario (a)                                                         VP
Barry E. Pulskamp (a)                                                        VP
Leonard C. Randolph, Jr. (a)                                                 VP
Bernard F. Roberts (a)                                                       VP
John J. Roebel (a)                                                           VP
Sherrie N. Rutherford (a)                                                    VP
Steven E. Schrader (a)                                                       VP
James L. Stanley (a)                                                         VP
John P. Steffen (a)                                                          VP
William F. Tyndall (a)                                                       VP
Timothy J. Verhagen (a)                                                      VP
Patricia K. Walker (a)                                                       VP
P. Craig Weida (a)                                                           VP
James H. Willis (a)                                                          VP
David L. Wozny (a)                                                           VP
Wendy L. Aumiller (a)                                                        T
Ronald J. Brothers (b)                                                       AS
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CC Funding Trust I

CC Funding Trust I is a business trust formed under the Delaware Business Trust Act effective
November 27, 2001, which has no officers or directors.

CC Funding Trust II

CC Funding Trust II is a business trust formed under the Delaware Business Trust Act effective
January 9, 2003, which has no officers or directors.

Cinergy Receivables Company LLC

Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
James E. Rogers (a)                                                          M
Brian P. Davey (b)                                                           AC
Mary S. Stawikey (aaaa)                                                      IM
Lee T. Howe (a)                                                              AC
Carrie L. Tillman (aaaa)                                                     IM
Brett A. Ritchie (b)                                                         AC
Christopher J. Vogt (a)                                                      T
Bradley C. Arnett (a)                                                        P
Candace Erisen (a)                                                           S
Kimberely K. Sipes (a)                                                       AT

CG&E

James E. Rogers (a)                                                          D, CB, CEO
R. Foster Duncan (a)                                                         D, EVP, CFO
James L. Turner (a)                                                          D, EVP
Gregory C. Ficke (a)                                                         P
Wendy L. Aumiller (a)                                                        T
Michael J. Cyrus (a)                                                         EVP
William J. Grealis (a)                                                       EVP
Marc E. Manly (a)                                                            EVP, CLO
Frederick J. Newton III (a)                                                  EVP, CAO
Theodore R. Murphy II (a)                                                    SVP, CRO
Bennett L. Gaines (a)                                                        VP, CTO
J. Joseph Hale, Jr. (a)                                                      VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Power Investments, Inc.

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP
M. Stephen Harkness (a)                                                      VP, COO
David L. Wozny (a)                                                           CFO
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        VP, CTO
Rodney W. Husk (a)                                                           VP
Lynn J. Good (a)                                                             VP, C
Barry E. Pulskamp (a)                                                        VP
John J. Roebel (a)                                                           VP
Bruce A. Sukaly (v)                                                          VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CPI Allowance Management, LLC

James E. Rogers (a)                                                          BM
Michael J. Cyrus (a)                                                         BM, P
R. Foster Duncan (a)                                                         BM, EVP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        VP, CTO
M. Stephen Harkness (a)                                                      VP, COO
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CPI Investments, LLC

James E. Rogers (a)                                                          BM
R. Foster Duncan (a)                                                         BM
Andrew Panaccione (aaaa)                                                     BM
Lynn J. Good (a)                                                             VP, C
Michael G. Morgan (aaaa)                                                     P
Bernard F. Roberts (a)                                                       VP
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

ULH&P

James E. Rogers (a)                                                          D, CB, CEO
R. Foster Duncan (a)                                                         D, EVP, CFO
James L. Turner (a)                                                          D, EVP
Gregory C. Ficke (a)                                                         P
Wendy L. Aumiller (a)                                                        T
Michael J. Cyrus (a)                                                         EVP
William J. Grealis (a)                                                       EVP
Marc E. Manly (a)                                                            EVP, CLO
Frederick J. Newton III (a)                                                  EVP, CAO
Theodore R. Murphy II (a)                                                    SVP, CRO
Bennett L. Gaines (a)                                                        VP, CTO
J. Joseph Hale, Jr. (a)                                                      VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Tri-State Improvement Company

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP, CFO
James L. Turner (a)                                                          D
Gregory C. Ficke (a)                                                         P
Marc E. Manly (a)                                                            EVP, CLO
Frederick J. Newton III (a)                                                  EVP, CAO
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Lynn J. Good (a)                                                             VP, C
Theodore R. Murphy II (a)                                                    SVP, CRO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Lawrenceburg

James E. Rogers (a)                                                          D, CB, CEO
Vincent E. Andres (a)                                                        D
Bernard L. Huff (a)                                                          D
Gregory C. Ficke (a)                                                         P
Wendy L. Aumiller (a)                                                        T
Bennett L. Gaines (a)                                                        VP, CTO
J. Joseph Hale, Jr. (a)                                                      VP
Lynn J. Good (a)                                                             VP, C
Michael J. Cyrus (a)                                                         EVP
R. Foster Duncan (a)                                                         EVP, CFO
Marc E. Manly (a)                                                            EVP, CLO
William J. Grealis (a)                                                       EVP
Frederick J. Newton III (a)                                                  EVP, CAO
Theodore R. Murphy II (a)                                                    SVP, CRO
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
James L. Turner (a)                                                          EVP
Ronald J. Brothers (b)                                                       AS
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Miami Power Corporation

James E. Rogers (a)                                                          D, CB, CEO
Vincent E. Andres (a)                                                        D
Bernard L. Huff (a)                                                          D
Gregory C. Ficke (a)                                                         P
Wendy L. Aumiller (a)                                                        T
Bennett L. Gaines (a)                                                        VP, CTO
J. Joseph Hale, Jr. (a)                                                      VP
Lynn J. Good (a)                                                             VP, C
Michael J. Cyrus (a)                                                         EVP
R. Foster Duncan (a)                                                         EVP, CFO
Marc E. Manly (a)                                                            EVP, CLO
William J. Grealis (a)                                                       EVP
Frederick J. Newton III (a)                                                  EVP, CAO
Theodore R. Murphy II (a)                                                    SVP, CRO
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
James L. Turner (a)                                                          EVP
Ronald J. Brothers (b)                                                       AS
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

KO Transmission

James E. Rogers (a)                                                          D, CB, CEO
R. Foster Duncan (a)                                                         D, EVP, CFO
James L. Turner (a)                                                          D, EVP
Gregory C. Ficke (a)                                                         P
Michael J. Cyrus (a)                                                         EVP
William J. Grealis (a)                                                       EVP
Marc E. Manly (a)                                                            EVP, CLO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
J. Joseph Hale, Jr. (a)                                                      VP
Lynn J. Good (a)                                                             VP, C
Theodore R. Murphy II (a)                                                    SVP, CRO
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

PSI

James E. Rogers (a)                                                          D, CB, CEO
Michael G. Browning (d)                                                      D
Michael J. Cyrus (a)                                                         EVP
Douglas F. Esamann (d)                                                       D, P
R. Foster Duncan (a)                                                         EVP, CFO
William J. Grealis (a)                                                       EVP
Marc E. Manly (a)                                                            EVP, CLO, AS
Frederick J. Newton, III (a)                                                 EVP, CAO
Theodore R. Murphy II (a)                                                    SVP, CRO
J. Joseph Hale, Jr. (a)                                                      VP
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
James L. Turner (a)                                                          EVP
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Lee T. Howe (a)                                                              AC
Ronald J. Brothers (b)                                                       AS
John B. Scheidler (b)                                                        AS
Bennett L. Gaines (a)                                                        VP, CTO
Lynn J. Good (a)                                                             VP, C
Brett A. Ritchie (b)                                                         AC
Alexander J. Torok (a)                                                       VP
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC

South Construction Company, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP, CFO
Douglas F. Esamann (d)                                                       D, P
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        VP, CTO
Wendy L. Aumiller (a)                                                        T
Lynn J. Good (a)                                                             VP C
Bernard F. Roberts (a)                                                       VP
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
John B. Scheidler (b)                                                        AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Investments

James E. Rogers (a)                                                          D, CB, P, CEO
Michael J. Cyrus (a)                                                         D, EVP
R. Foster Duncan (a)                                                         D, EVP, CFO
William J. Grealis (a)                                                       D
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Brian P. Davey (b)                                                           AC
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy-Cadence, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, p
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
William J. Grealis (a)                                                       D
Bernard F. Roberts (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Bennett L. Gaines (a)                                                        VP, CTO
Lynn J. Good (a)                                                             VP, C
Brett A. Ritchie (b)                                                         AC
Alexander J. Torok (a)                                                       VP

Cadence Network

Brian Stallman (a)                                                           D
Janice B. Case (sss)                                                         D
Jeff Lieberman (rrr)                                                         D
Glenn Osmond (ttt)                                                           D
Doug Jaeger (uuu)                                                            D
Madeleine W. Ludlow (e)                                                      D, P, COO
Jeffrey Hart (e)                                                             CIO
Peter M. McKnight (e)                                                        VP, C

Capital & Trading

James E. Rogers (a)                                                          D, CB, CEO
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP
M. Stephen Harkness (a)                                                      VP, COO
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Rodney W. Husk (a)                                                           VP
Barry E. Pulskamp (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
John J. Roebel (a)                                                           VP
Bruce A. Sukaly (v)                                                          VP
Douglas C. Taylor (a)                                                        VP
Alexander J. Torok (a)                                                       VP
Brett A. Ritchie (b)                                                         AC
Wendy L. Aumiller (a)                                                        T
David L. Wozny (a)                                                           CFO
Lee T. Howe (a)                                                              AC
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Bennett L. Gaines (a)                                                        VP, CTO

Brownsville Power I, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
M. Stephen Harkness (a)                                                      COO, VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Brian P. Davey (b)                                                           AC

Caledonia Power I, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
M. Stephen Harkness (a)                                                      COO, VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CinCap IV, LLC

Michael J. Cyrus (a)                                                         P
M. Stephen Harkness (a)                                                      VP, COO
R. Foster Duncan (a)                                                         EVP
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Rodney W. Husk (a)                                                           VP
Barry E. Pulskamp (a)                                                        VP
Ronald R. Reising (a)                                                        VP
John J. Roebel (a)                                                           VP
Bruce A. Sukaly (v)                                                          VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CinCap V, LLC

Michael J. Cyrus (a)                                                         P
M. Stephen Harkness (a)                                                      VP, COO
R. Foster Duncan (a)                                                         EVP
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Rodney W. Husk (a)                                                           VP
Barry E. Pulskamp (a)                                                        VP
Ronald R. Reising (a)                                                        VP
John J. Roebel (a)                                                           VP
Bruce A. Sukaly (v)                                                          VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CinPower I, LLC

Michael J. Cyrus (a)                                                         P
M. Stephen Harkness (a)                                                      VP, COO
R. Foster Duncan (a)                                                         EVP
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
David L. Wozny (a)                                                           CFO
Rodney W. Husk (a)                                                           VP
Ronald R. Reising (a)                                                        VP
Barry E. Pulskamp (a)                                                        VP
John J. Roebel (a)                                                           VP
Bruce A. Sukaly (v)                                                          VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Canada, Inc.

Michael J. Cyrus (a)                                                         D, P
Clifford D. Johnson (iii)                                                    D
Brian F. Bierbach (v)                                                        VP
Randall F. Bevis (v)                                                         VP, GC, AS
John S. Daly (v)                                                             VP
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Larry Sanderson (v)                                                          VP
Thomas K. Strickland (v)                                                     VP
Bruce A. Sukaly (v)                                                          SVP
Alexander J. Torok (a)                                                       VP
M. Stephen Harkness (a)                                                      VP, COO
Bernard F. Roberts (a)                                                       VP
David L. Wozny (a)                                                           CFO
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Climate Change Investments, LLC

James E. Rogers (a)                                                          BM
R. Foster Duncan (a)                                                         BM, CFO, EVP
Michael J. Cyrus (a)                                                         BM, P
Lynn J. Good (a)                                                             C
William J. Grealis (a)                                                       EVP
Ronald R. Reising (a)                                                        VP
William F. Tyndall (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC

Cinergy Limited Holdings, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
Alexander J. Torok (a)                                                       VP
Bruce A. Sukaly (v)                                                          SVP
John S. Daly (v)                                                             VP
Lynn J. Good (a)                                                             VP, C
M. Stephen Harkness (a)                                                      VP, COO
David L. Wozny (a)                                                           CFO
Randall F. Bevis (v)                                                         VP, GC, AS
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
Brian F. Bierbach (v)                                                        VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Marketing & Trading

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
Alexander J. Torok (a)                                                       VP
Bruce A. Sukaly (v)                                                          SVP
Larry Sanderson (a)                                                          VP
John S. Daly (v)                                                             VP
Brian F. Bierbach (v)                                                        VP
Lynn J. Good (a)                                                             VP, C
M. Stephen Harkness (a)                                                      VP, COO
Randall F. Bevis (v)                                                         VP, GC, AS
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Lee T. Howe (a)                                                              AC
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Thomas K. Strickland (v)                                                     VP
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Brett A. Ritchie (b)                                                         AC

Ohio River Valley Propane, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP, CFO
Alexander J. Torok (a)                                                       VP
Randall F. Bevis (v)                                                         VP, GC, AS
Brian F. Bierbach (v)                                                        VP
John S. Daly (v)                                                             VP
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Bruce A. Sukaly (v)                                                          SVP
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Thomas K. Strickland (v)                                                     VP
Lynn J. Good (a)                                                             VP, C
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Brian P. Davey (b)                                                           AC

Cinergy General Holdings, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
Alexander J. Torok (a)                                                       VP
Bruce A. Sukaly (v)                                                          SVP
John S. Daly (v)                                                             VP
Brian F. Bierbach (v)                                                        VP
M. Stephen Harkness (a)                                                      VP, COO
Ronald R. Reising (a)                                                        VP
Randall F. Bevis (v)                                                         VP, GC, AS
Bernard F. Roberts (a)                                                       VP
David L. Wozny (a)                                                           CFO
Richard G. Beach (a)                                                         AS
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Retail Power Limited, Inc.

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP
Lynn J. Good (a)                                                             VP, C
Alexander J. Torok (a)                                                       VP
Bruce A. Sukaly (v)                                                          VP
M. Stephen Harkness (a)                                                      VP, COO
Gregory C. Wolf (a)                                                          VP
David L. Wozny (a)                                                           CFO
Bernard F. Roberts (a)                                                       VP
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Retail Power, L.P.

Cinergy Retail Power, L.P. management is controlled by Cinergy Retail Power General, Inc.  Refer to
Cinergy Retail Power General, Inc. for a list of officers and directors.

Cinergy Retail Power General, Inc.

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP
Lynn J. Good (a)                                                             VP, C
Alexander J. Torok (a)                                                       VP
Bruce A. Sukaly (v)                                                          VP
M. Stephen Harkness (a)                                                      VP, COO
Gregory C. Wolf (a)                                                          VP
David L. Wozny (a)                                                           CFO
Bernard F. Roberts (a)                                                       VP
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Retail Sales, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
James Fallon (a)                                                             VP
Jack Farley (a)                                                              VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Bruce A. Sukaly (v)                                                          VP
Alexander J. Torok (a)                                                       VP
Gregory C. Wolf (a)                                                          VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CinFuel Resources, Inc.

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP
Lynn J. Good (a)                                                             VP, C
Alexander J. Torok (a)                                                       VP
Bruce A. Sukaly (v)                                                          VP
M. Stephen Harkness (a)                                                      VP, COO
David L. Wozny (a)                                                           CFO
Bernard F. Roberts (a)                                                       VP
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

LH1, LLC

James E. Rogers (a)                                                          BM
Michael J. Cyrus (a)                                                         BM
R. Foster Duncan (a)                                                         BM
M. Stephen Harkness (a)                                                      CEO
James R. Lance (a)                                                           CFO, C
Julie S. Janson (a)                                                          S
Barry E. Pulskamp (a)                                                        COO

Oak Mountain Products, LLC

James E. Rogers (a)                                                          BM
Michael J. Cyrus (a)                                                         BM
R. Foster Duncan (a)                                                         BM
M. Stephen Harkness (a)                                                      CEO
James R. Lance (a)                                                           CFO, C
Barry E. Pulskamp (a)                                                        COO
Julie S. Janson (a)                                                          S

Cinergy Transportation, LLC

Michael J. Cyrus (a)                                                         P
Randall F. Bevis (v)                                                         VP
M. Stephen Harkness (a)                                                      VP, COO
R. Foster Duncan (a)                                                         EVP
Alexander J. Torok (a)                                                       VP
Rodney W. Husk (a)                                                           VP
John S. Daly (v)                                                             VP
Barry E. Pulskamp (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
John J. Roebel (a)                                                           VP
Ronald R. Reising (a)                                                        VP
Bruce A. Sukaly (v)                                                          VP
Bernard F. Roberts (a)                                                       VP
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

SYNCAP II, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
J. Thomas Mason (a)                                                          VP
Rodney W. Husk (a)                                                           VP
Daniel L. Rimstidt (a)                                                       VP
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Brian P. Davey (b)                                                           AC
Wendy L. Aumiller (a)                                                        T
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Telecommunications Holding Company, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, P
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Michael J. Cyrus (a)                                                         D
Bennett L. Gaines (a)                                                        VP, CTO
Bernard F. Roberts (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Alexander J. Torok (a)                                                       VP
Brian P. Davey (b)                                                           AC

Q-Comm Corporation

Albert E. Cinelli (ppp)                                                      CB
John P. Cinelli (qqq)                                                        D, P
John C. Greenbank (qqq)                                                      D, EVP
Cole W. Hawks (ppp)                                                          S, GC
Steve Y. Duncan (b)                                                          D
Don Bogard (b)                                                               D
Lohn H. Weber (ppp)                                                          VP, CFO, T

Lattice Communications, LLC

David Brown (llll)                                                           BM
Benji Diesbach (vvv)                                                         BM
R. Dean Meiszer (vvv)                                                        BM, CEO
Stephen E. Kaufmann (vvv)                                                    CFO, AS
Mark C. Bissinger (www)                                                      S

LB Tower Company, LLC

R. Dean Meiszer (vvv)                                                        P, CEO
Stephen E. Kaufmann (vvv)                                                    CFO, AS

Cinergy Engineering, Inc.

Russell K. Campbell (a)                                                      D
James E. Rogers (a)                                                          D
John C. Procario (a)                                                         D
Alexander J. Torok (a)                                                       VP
Barry E. Pulskamp (a)                                                        D
Marc E. Manly (a)                                                            EVP, CLO
John J. Roebel (a)                                                           D
Theodore R. Murphy II (a)                                                    SVP, CRO
Michael J. Cyrus (a)                                                         P
Frederick J. Newton III (a)                                                  EVP, CAO
R. Foster Duncan (a)                                                         EVP, CFO
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        CTO, VP
Bernard F. Roberts (a)                                                       VP
Brian P. Davey (b)                                                           AC
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy-Centrus, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, P
William J. Grealis (a)                                                       D
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lynn J. Good (a)                                                             VP, C
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Brian P. Davey (b)                                                           AC

Cinergy-Centrus Communications, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, P
William J. Grealis (a)                                                       D
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennet L. Gaines (a)                                                         VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Solutions Holding

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
M. Stephen Harkness (a)                                                      VP, COO
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
David L. Wozny (a)                                                           CFO
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

3036243 Nova Scotia Company

Michael J. Cyrus (a)                                                         D, P
Timothy B. Ferguson (a)                                                      D
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS

Cinergy Solutions Limited Partnership

Cinergy Solutions Limited Partnership management is controlled by 1388368 Ontario Inc.  Refer to
1388368 Ontario Inc. for a list of officers and directors.

3075959 Nova Scotia Company

Michael J. Cyrus (a)                                                         D
Timothy B. Ferguson (a)                                                      P
Julie S. Janson (a)                                                          S

1388368 Ontario Inc.

David M. Armstrong (a)                                                       D
Michael J. Cyrus (a)                                                         D
Timothy B. Ferguson (a)                                                      CEO, P
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS

Vestar, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP
Michael J. Cyrus (a)                                                         D, CEO
Timothy B. Ferguson (a)                                                      P
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Brian P. Davey (b)                                                           AC
Anna M. Allen (a)                                                            CFO
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Vestar Limited

David M. Armstrong (a)                                                       D
Michael J. Cyrus (a)                                                         D
Timothy B. Ferguson (a)                                                      P, CEO
R. Foster Duncan (a)                                                         VP
Julie S. Janson (a)                                                          S
Anna M. Allen (a)                                                            CFO
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS

Keen Rose Technology Group Limited

David M. Armstrong (a)                                                       D
Michael J. Cyrus (a)                                                         D
Timothy B. Ferguson (a)                                                      P, CEO
R. Foster Duncan (a)                                                         VP
Julie S. Janson (a)                                                          S
Anna M. Allen (a)                                                            CFO
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS

Optimira Controls, Inc.

Jeffrey Volkers (a)                                                          D, P
David M. Armstrong (a)                                                       D
Michael J. Cyrus (a)                                                         D
Timothy B. Ferguson (a)                                                      CEO
R. Foster Duncan (a)                                                         VP
Julie S. Janson (a)                                                          S
Anna M. Allen (a)                                                            CFO
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS

Cinergy EPCOM

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
M. Stephen Harkness (a)                                                      VP, COO
Bernard F. Roberts (a)                                                       VP
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Ronald J. Brothers (b)                                                       AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Ronald R. Reising (a)                                                        VP
Alexander J. Torok (a)                                                       VP

Cinergy EPCOM College Park, LLC

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
M. Stephen Harkness (a)                                                      VP, COO
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Ronald J. Brothers (b)                                                       AS
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Solutions

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, CEO
R. Foster Duncan (a)                                                         D, EVP
M. Stephen Harkness (a)                                                      P
Charles M. O'Donnell (a)                                                     VP
Timothy B. Ferguson (a)                                                      VP
Donna L. Robichaud (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Allan S. Sears (a)                                                           VP
Ronald R. Reising (a)                                                        VP
Jeremiah J. Sullivan (b)                                                     VP
Alexander J. Torok (a)                                                       VP
Bernard F. Roberts (a)                                                       VP
Donald R. Snider (a)                                                         VP, COO
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Ronald J. Brothers (b)                                                       AS
Richard G. Beach (a)                                                         AS
Brett A. Ritchie (b)                                                         AC

BSPE Holdings, LLC

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Powell (jjjj)                                                       AR
Kevin Casey (s)                                                              AR

BSPE Limited, LLC

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Powell (jjjj)                                                       AR
Kevin Casey (s)                                                              AR

BSPE, L.P.

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Powell (jjjj)                                                       AR
Kevin Casey (s)                                                              AR

BSPE General, LLC

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Powell (jjjj)                                                       AR
Kevin Casey (s)                                                              AR

Cinergy Energy Solutions, Inc.

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, CEO
R. Foster Duncan (a)                                                         D, EVP
Donald R. Snider (a)                                                         P, COO
Charles M. O'Donnell (a)                                                     VP
Lynn J. Good (a)                                                             VP, C
Donna L. Robichaud (a)                                                       VP
Ronald R. Reising (a)                                                        VP
Allan S. Sears (a)                                                           VP
Jeremiah J. Sullivan (b)                                                     VP
Alexander J. Torok (a)                                                       VP
Bernard F. Roberts (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Ronald J. Brothers (b)                                                       AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

U.S. Energy Biogas Corp.

Goran Mornhed (hhhh)                                                         D, CB
Henry Schneider (hhhh)                                                       D
Barbara Farr (hhhh)                                                          S
Richard J. Augustine (hhhh)                                                  P
Steve Laliberty (kk)                                                         VP
Thomas J. Noonan (ll)                                                        T
Donald R. Snider (a)                                                         D, VP
Allen J. Rothman (ll)                                                        D

Cinergy GASCO Solutions, LLC

Michael J. Cyrus (a)                                                         CEO
M. Stephen Harkness (a)                                                      P, COO
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
Charles M. O'Donnell (a)                                                     VP
Ronald R. Reising (a)                                                        VP
Donna L. Robichaud (a)                                                       VP
Allan S. Sears (a)                                                           VP
Jeremiah J. Sullivan (b)                                                     VP
Alexander J. Torok (a)                                                       VP
Bernard F. Roberts (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Ronald J. Brothers (b)                                                       AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Countryside Landfill Gasco, L.L.C.

Countryside Landfill Gasco, L.L.C. is manager-managed and has no officers or directors.

Morris Gasco, L.L.C.

Morris Gasco, L.L.C. is manager-managed and has no officers or directors.

Brown County Landfill Gas Associates, L.P.

Brown County Landfill Gas Associates, L.P. is general partner managed and has no officers or
directors.

Cinergy Solutions of Monaca, LLC

Donald R. Snider (a)                                                         COO, P
R. Foster Duncan (a)                                                         EVP
Timothy B. Ferguson (a)                                                      VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Donna L. Robichaud (a)                                                       VP
Jeremiah J. Sullivan (b)                                                     VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Solutions of Narrows, LLC

Donald R. Snider (a)                                                         COO, P
Bernard F. Roberts (a)                                                       VP
Donna L. Robichaud (a)                                                       VP
Timothy B. Ferguson (a)                                                      VP
Scott A. Abramson (t)                                                        VP
Lynn J. Good (a)                                                             VP, C
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC

Cinergy Solutions of Rock Hill, LLC

Donald R. Snider (a)                                                         COO, P
Donna L. Robichaud (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Jerry W. Anderson (g)                                                        VP
Bernard F. Roberts (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC

Cinergy Solutions of St. Bernard, LLC

Donald R. Snider (a)                                                         COO, P
Robert H. Stewart II (a)                                                     VP
Bernard F. Roberts (a)                                                       VP
Timothy B. Ferguson (a)                                                      VP
Lynn J. Good (a)                                                             VP, C
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC

Cinergy Solutions Operating Services of Lansing, LLC

Donald R. Snider (a)                                                         P, COO
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Donna L. Robichaud (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Brian P. Davey (b)                                                           AC

Cinergy Solutions Operating Services of Shreveport, LLC

Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Donald R. Snider (a)                                                         P, COO
R. Foster Duncan (a)                                                         EVP, CFO
David A. Ledonne (s)                                                         VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Solutions Operating Services of Oklahoma, LLC

Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Donald R. Snider (a)                                                         P, COO
R. Foster Duncan (a)                                                         EVP, CFO
David A. Ledonne (s)                                                         VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Solutions of Philadelphia, LLC

Michael J. Cyrus (a)                                                         CEO
M. Stephen Harkness (a)                                                      P, COO
R. Foster Duncan (a)                                                         EVP, CFO
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
Jeremiah J. Sullivan (b)                                                     VP
Alexander J. Torok (a)                                                       VP
Raymond J. McCaffrey (o)                                                     VP
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Solutions Partners, LLC

Cinergy Solutions Partners is member-managed and does not have officers.  It is managed by Cinergy
Solutions, Inc.  Refer to Cinergy Solutions, Inc. for a list of officers and directors.

CST Limited, LLC

Michael J. Cyrus (a)                                                         CEO
Donald R. Snider (a)                                                         P, COO
R. Foster Duncan (a)                                                         EVP, CFO
G. Roger Daniel (a)                                                          VP
Timothy B. Ferguson (a)                                                      VP
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
David A. Ledonne (s)                                                         VP
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Alexander J. Torok (a)                                                       VP
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CST Green Power, L.P.

CST Green Power, L.P. management is controlled by CST General, LLC.  Refer to CST General, LLC for a
list of officers and directors.

Green Power Holdings, LLC

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Ledonne (s)                                                         AR
Kevin Casey (v)                                                              AR
Stephen J. Ridlington (jjjj)                                                 AR
Mervyn S. Wright (jjjj)                                                      AR

Green Power Limited, LLC

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Ledonne (s)                                                         AR
Kevin Casey (v)                                                              AR
Stephen J. Ridlington (jjjj)                                                 AR
Mervyn S. Wright (jjjj)                                                      AR

South Houston Green Power, L.P.

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Ledonne (s)                                                         AR
Kevin Casey (v)                                                              AR
Stephen J. Ridlington (jjjj)                                                 AR
Mervyn S. Wright (jjjj)                                                      AR

Green Power G.P., LLC

M. Stephen Harkness (a)                                                      AR
G. Roger Daniel (a)                                                          AR
David A. Ledonne (s)                                                         AR
Kevin Casey (v)                                                              AR
Stephen J. Ridlington (jjjj)                                                 AR
Mervyn S. Wright (jjjj)                                                      AR

CST General, LLC

Michael J. Cyrus (a)                                                         CEO
Donald R. Snider (a)                                                         VP, COO
R. Foster Duncan (a)                                                         EVP, CFO
G. Roger Daniel (a)                                                          VP
Timothy B. Ferguson (a)                                                      VP
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
David A. Ledonne (s)                                                         VP
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CSGP of Southeast Texas, LLC

Michael J. Cyrus (a)                                                         CEO
Donald R. Snider (a)                                                         P, COO
R. Foster Duncan (a)                                                         EVP
M. Stephen Harkness (a)                                                      VP, CFO
Timothy B. Ferguson (a)                                                      VP
David A. Ledonne (s)                                                         VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
G. Roger Daniel (a)                                                          VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CSGP Limited, LLC

Michael J. Cyrus (a)                                                         CEO
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
M. Stephen Harkness (a)                                                      CFO
Donald R. Snider (a)                                                         P, COO
G. Roger Daniel (a)                                                          VP
Timothy B. Ferguson (a)                                                      VP
David A. Ledonne (s)                                                         VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           VP
Wendy L. Aumiller (a)                                                        T
Ronald R. Reising (a)                                                        VP
Julie S. Janson (a)                                                          S
Bernard F. Roberts (a)                                                       VP
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CSGP Services, L.P.

CSGP Services, L.P. management is controlled by CSGP General, LLC.  Refer to CSGP General, LLC for a
list of officers and directors.

CSGP General, LLC

Michael J. Cyrus (a)                                                         CEO
R. Foster Duncan (a)                                                         EVP
Lynn J. Good (a)                                                             VP, C
M. Stephen Harkness (a)                                                      VP
Donald R. Snider (a)                                                         P, COO
G. Roger Daniel (a)                                                          VP
Timothy B. Ferguson (a)                                                      VP
David A. Ledonne (s)                                                         VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Wendy L. Aumiller (a)                                                        T
Ronald R. Reising (a)                                                        VP
Julie S. Janson (a)                                                          S
Bernard F. Roberts (a)                                                       VP
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Lansing Grand River Utilities, LLC

M. Stephen Harkness (a)                                                      P, COO
Michael J. Cyrus (a)                                                         CEO
R. Foster Duncan (a)                                                         EVP, CFO
Bernard F. Roberts (a)                                                       VP
Jeremiah J. Sullivan (b)                                                     VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Alexander J. Torok (a)                                                       VP
Raymond J. McCaffrey (o)                                                     VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Oklahoma Arcadian Utilities, LLC

John T. Lucey, Jr. (aaa)                                                     VCM
Charles M. O'Donnell (a)                                                     BM
Dennis A. Faust (aaa)                                                        BM
Donald R. Snider (a)                                                         BM
Craig E. Yendell (aaa)                                                       BM
Wilfrid Petrie (ccc)                                                         BM
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
James J. Howard (nn)                                                         VP

Shreveport Red River Utilities, LLC

M. Stephen Harkness (a)                                                      BM
John T. Lucey, Jr. (aaa)                                                     BM, VP
Charles M. O'Donnell (a)                                                     BM, VP
Dennis A. Faust (aaa)                                                        BM
Robert W. Dohoney (aaa)                                                      BM
Donald R. Snider (a)                                                         BM, P
Charles Beacom (qq)                                                          VP
Julie S. Janson (a)                                                          AS
Timothy R. Dunne (w)                                                         AS
Wendy L. Aumiller (a)                                                        T

Cinergy Solutions of Tuscola, Inc.

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP
M. Stephen Harkness (a)                                                      VP, COO
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           CFO
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Delta Township Utilities, LLC

Donald R. Snider (a)                                                         P, CEO
Werner E. Schattner (w)                                                      EVP, COO
M. Stephen Harkness (a)                                                      BM
James E. Rogers (a)                                                          BM
Rachel W. Kilpatrick (w)                                                     BM, AT
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS
Charles M. O'Donnell (a)                                                     VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S

Energy Equipment Leasing LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T, VP
Donald R. Snider (a)                                                         P, CEO
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T, VP
Timothy B. Ferguson (a)                                                      CEO
Donald R. Snider (a)                                                         P
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions of Ashtabula LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, VP, T
Donald R. Snider (a)                                                         P, CEO
Kevin L. Hooker (a)                                                          VP
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Cinergy Solutions of Boca Raton, LLC

James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Bernard F. Roberts (a)                                                       VP
Donald R. Snider (a)                                                         P, CEO
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS

Cinergy Solutions of Cincinnati LLC

James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Donald R. Snider (a)                                                         P, CEO
Kevin A. Bright (a)                                                          VP
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        AT
Bernard F. Roberts (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC

Trigen-Cinergy Solutions of Lansing LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Donald R. Snider (a)                                                         P, CEO
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS
Don Morgan (r)                                                               VP

Trigen/Cinergy-USFOS of Lansing LLC

John T. Lucey, Jr. (aaa)                                                     BM, COO
Charles M. O'Donnell (a)                                                     BM, VP
Don Morgan (r)                                                               VP
Donald R. Snider (a)                                                         BM, CEO
Dennis A. Faust (aaa)                                                        BM
Werner E. Schattner (w)                                                      BM
John Wood (q)                                                                BM

Trigen-Cinergy Solutions of Orlando LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Donald R. Snider (a)                                                         P, CEO
Craig M. Conner (a)                                                          VP
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions of Owings Mills LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Charles L. Abbott (bbb)                                                      VP
Donald R. Snider (a)                                                         P, CEO
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Charles L. Abbott (bbb)                                                      VP
Donald R. Snider (a)                                                         P, CEO
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions of Rochester LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
James E. Rogers (a)                                                          VCM
Rachel W. Kilpatrick (w)                                                     BM, T
Eric Heggeseth (p)                                                           BM, VP
Donald R. Snider (a)                                                         VP, CEO
Robert C. Hochstetler (c)                                                    VP
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions of San Diego LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Donald R. Snider (a)                                                         P, CEO
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions of Silver Grove LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Donald R. Snider (a)                                                         P, CEO
Eric Sears (a)                                                               VP
Kevin A. Bright (a)                                                          VP
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Trigen-Cinergy Solutions of the Southeast LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Donald R. Snider (a)                                                         P, CEO
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS

Cinergy Solutions of St. Paul LLC

James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Donald R. Snider (a)                                                         P, CEO
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        AT
Bernard F. Roberts (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC

Environmental Wood Supply, LLC

John D. Taylor (iiii)                                                        BG
Donald R. Snider (a)                                                         BG

St. Paul Cogeneration LLC

John D. Taylor (iiii)                                                        BG
M. Stephen Harkness (a)                                                      CCM, BG, P
Michael Burns (aa)                                                           S
Stephen T. Ward (p)                                                          T

Trigen-Cinergy Solutions of Tuscola, LLC

Werner E. Schattner (w)                                                      CM, EVP, COO
James E. Rogers (a)                                                          VCM
M. Stephen Harkness (a)                                                      BM
R. Foster Duncan (a)                                                         BM
Eric Heggeseth (p)                                                           BM, VP
Rachel W. Kilpatrick (w)                                                     BM, T
Donald R. Snider (a)                                                         P, CEO
Scott A. Abramson (t)                                                        VP
Wendy L. Aumiller (a)                                                        AT
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Steven R. Gavin (a)                                                          AS
Shane Bradford (t)                                                           VP

Cinergy Supply Network, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, P
William J. Grealis (a)                                                       D
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Reliant

Carl L. Chapman (xxx)                                                        MR
Kevin J. Kushman (a)                                                         MR
Felicia A. Ferguson (a)                                                      MR
David A. Mulder (a)                                                          MR
Richard Lynch (xxx)                                                          MR
Eric Robeson (xxx)                                                           MR
Dale R. Miller (zzz)                                                         P
Douglas S. Banning, Jr. (zzz)                                                EVP, CFO
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Nina A. Mann (zzz)                                                           T, AS
Dennis C. Norman (zzz)                                                       VP

MP Acquisitions Corp., Inc.

Dale R. Miller (zzz)                                                         D, P
Douglas S. Banning, Jr. (zzz)                                                D, VP
Nina A. Mann (zzz)                                                           T, S

Miller Pipeline

Dale R. Miller (zzz)                                                         D, CB
Douglas S. Banning, Jr. (zzz)                                                D, CFO, CEO
David D. Watters (zzz)                                                       D, P, COO
Kevin G. Miller (zzz)                                                        SVP
Mark R. Wallbom (zzz)                                                        SVP
Nina A. Mann (zzz)                                                           T, S

Fiber Link, LLC

Reliant Services, LLC (vvv)                                                  MM

Technology

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, P
William J. Grealis (a)                                                       D
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        VP, CTO
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Global Resources

James E. Rogers (a)                                                          D, CEO
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
David L. Wozny (a)                                                           D, VP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Hugh C. Hamilton (x)                                                         AS
Julie S. Janson (a)                                                          S
Bernard F. Roberts (a)                                                       VP
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy UK, Inc.

James E. Rogers (a)                                                          D, CEO
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        CTO, VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
David L. Wozny (a)                                                           VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Hugh C. Hamilton (x)                                                         AS
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Brian P. Davey (b)                                                           AC

Global Power

James E. Rogers (a)                                                          D, CEO
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
David L. Wozny (a)                                                           D, VP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Edward M. Timmins (x)                                                        VP
Alexander J. Torok (a)                                                       VP
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Hugh C. Hamilton (x)                                                         AS
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Brian P. Davey (b)                                                           AC

CGP Global Greece Holdings, SA

Gerassimos Petros Antonios Michael Contomichalos (x)                         MD, P
Dimitrios Zissis (oo)                                                        D
David L. Wozny (a)                                                           D, VP

Attiki Denmark ApS

John Bryant (x)                                                              D
Gerassimos Petros Antonios Michael Contomichalos (x)                         D
Hugh C. Hamilton (x)                                                         D
Poul Lund Christensen (hh)                                                   D
Lars Erik Clausen (hh)                                                       D
Michael Jorgensen (hh)                                                       D
Erik Klingert (hh)                                                           D

Attiki Gas Supply Company SA

Andreas Papandreou (eee)                                                     CB
John Bryant (x)                                                              D
Gerassimos Petros Antonios Michael Contomichalos (x)                         D
Eleni Vassiliadou (lll)                                                      D
Aristidis Vakirlis (eee)                                                     D
Kimon Papageorgiou (eee)                                                     D
Georgios Mastorakos (eee)                                                    D

Cinergy Global Chandler Holding, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP, CFO
John Bryant (x)                                                              D, P
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
David L. Wozny (a)                                                           VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Hugh C. Hamilton (x)                                                         AS
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Global Chandler I, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP, CFO
John Bryant (x)                                                              D, P
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Alexander J. Torok (a)                                                       VP
Ronald R. Reising (a)                                                        VP
David L. Wozny (a)                                                           VP
Wendy L. Aumiller (a)                                                        T
Hugh C. Hamilton (x)                                                         AS
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Richard G. Beach (a)                                                         AS

Cinergy Global Ely, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP, CFO
John Bryant (x)                                                              D, P
David L. Wozny (a)                                                           D, VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        T
Ronald R. Reising (a)                                                        VP
Hugh C. Hamilton (x)                                                         AS
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

EPR Ely Power Limited

Paul Anthony (x)                                                             D
John Bryant (x)                                                              D
Albert M. Harrison (x)                                                       D
Malcolm D. Chilton (tt)                                                      D
Jeremy D. Thirsk (kkk)                                                       D
Eversecretary Limited (z)                                                    S

EPR Ely Limited

Paul Anthony (x)                                                             D
John Bryant (x)                                                              D
Malcolm D. Chilton (tt)                                                      D
Albert M. Harrison (x)                                                       D
Jeremy D. Thirsk (kkk)                                                       D
Eversecretary Limited (z)                                                    S

Ely Power Limited

Paul Anthony (x)                                                             D
John Bryant (x)                                                              D
Albert M. Harrison (x)                                                       D
Malcolm D. Chilton (tt)                                                      D
Jeremy D. Thirsk (kkk)                                                       D
Eversecretary Limited (z)                                                    S

Anglian Straw Limited

Paul Anthony (x)                                                             D
John Bryant (x)                                                              D
Albert M. Harrison (x)                                                       D
Malcolm D. Chilton (tt)                                                      D
Jeremy D. Thirsk (kkk)                                                       D
Eversecretary Limited (z)                                                    S

Anglian Ash Limited

Paul Anthony (x)                                                             D
John Bryant (x)                                                              D
Albert M. Harrison (x)                                                       D
Malcolm D. Chilton (tt)                                                      D
Jeremy D. Thirsk (kkk)                                                       D
John F. Hewson (tt)                                                          D
Eversecretary Limited (z)                                                    S

Cinergy Global Foote Creek, Inc.

James E. Rogers (a)                                                          D
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           VP
Ronald R. Reising (a)                                                        VP
Hugh C. Hamilton (x)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Lynn J. Good (a)                                                             VP, C
Richard G. Beach (a)                                                         AS

Cinergy Global Foote Creek II, Inc.

James E. Rogers (a)                                                          D
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           VP
Ronald R. Reising (a)                                                        VP
Hugh C. Hamilton (x)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Lynn J. Good (a)                                                             VP, C
Richard G. Beach (a)                                                         AS

Cinergy Global Foote Creek IV, Inc.

James E. Rogers (a)                                                          D
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           VP
Ronald R. Reising (a)                                                        VP
Hugh C. Hamilton (x)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Lynn J. Good (a)                                                             VP, C
Richard G. Beach (a)                                                         AS

Cinergy Global Peetz Table I, Inc.

James E. Rogers (a)                                                          D
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
David L. Wozny (a)                                                           VP
Ronald R. Reising (a)                                                        VP
Hugh C. Hamilton (x)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Lynn J. Good (a)                                                             VP, C
Richard G. Beach (a)                                                         AS

Cinergy Global Power Services Limited

John Bryant (x)                                                              D
Hugh C. Hamilton (x)                                                         D, S

Cinergy Global Power (UK) Limited

Hugh C. Hamilton (x)                                                         D, S
John Bryant (x)                                                              D
James E. Rogers (a)                                                          D
David L. Wozny (a)                                                           D

Cinergy Global Trading Limited

Hugh C. Hamilton (x)                                                         S
John Bryant (x)                                                              D
Peter F. Webster (x)                                                         D
Gerassimos Petros Antonios Michael Contomichalos (x)                         D

Cinergy Trading and Marketing Limited

John Bryant (x)                                                              D
Peter F. Webster (x)                                                         D
Gerassimos Petros Antonios Michael Contomichalos (x)                         D
Nicholas Brodie (bb)                                                         S

Commercial Electricity Supplies Limited

John Bryant (x)                                                              D
Peter F. Webster (x)                                                         D
Hugh C. Hamilton (x)                                                         S

Cinergy Renewable Trading Limited

John Bryant (x)                                                              D
Christopher P. Vanezis (x)                                                   D
Hugh C. Hamilton (x)                                                         D, S
Martin Alder (x)                                                             D
Peter F. Webster (x)                                                         D

UK Electric Power Limited

John Bryant (x)                                                              D
Peter F. Webster (x)                                                         D
Hugh C. Hamilton (x)                                                         S

Cinergy Global Power Iberia, S.A.

John Bryant (x)                                                              D
Derek J. Spencer (oo)                                                        D
Francisco Raussell Solari (oo)                                               D, S

Global Holdings

James E. Rogers (a)                                                          D
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
David L. Wozny (a)                                                           D, VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Alexander J. Torok (a)                                                       VP
Hugh C. Hamilton (x)                                                         AS
Brian P. Davey (b)                                                           AC
Julie S. Janson (a)                                                          S
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Holdings B.V.

John Bryant (x)                                                              MD
David L. Wozny (a)                                                           MD
Ursula Maria Daelman-Geerdink (ii)                                           MD
Robertus Hendrikus Lukas de Groot (ii)                                       MD

Cinergetika

Jaroslav Kulhanek (dddd)                                                     VCB
Josef Gaba (y)                                                               CB
Jan Vojtech (ggg)                                                            MB

Cinergy Global Polska Sp. Z o.o.

The function of the director has been replaced by the liquidator, Ms. Joanna Czupryna.

Cinergy Zambia B.V.

John Bryant (x)                                                              MD
David L. Wozny (a)                                                           MD
Robertus Hendrikus Lukas de Groot (ii)                                       MD
Ursula Maria Daelman-Geerdink (ii)                                           MD

Copperbelt

Abel Mkandawire (cc)                                                         D
Christopher Balm (dd)                                                        D
Robert W. Cooke (x)                                                          D
Paul Johnson (ww)                                                            D
Gary G. Loop (jjj)                                                           D
Graham Nicoll (ww)                                                           D
Charles Milupi (dd)                                                          D
John Patterson (dd)                                                          D
Douglas J. Schulte (a)                                                       D
Austin C.J. Sichinga (vv)                                                    D
Hanson Sindowe (dd)                                                          D
Zik Zekko (dd)                                                               D
Robert Hull (dd)                                                             AD
John K. Kaite (dd)                                                           D
William S. Musama (dd)                                                       AD
John Bryant (x)                                                              AD
Kevin J. Chapman (x)                                                         AD
Julia Christine Zulu Chaila (dd)                                             S

Power Sports Limited

Hanson Sindowe (dd)                                                          D
William Nyirenda (dd)                                                        D
Sharad Nayee (dd)                                                            D
Humphrey Mulela (dd)                                                         D
Gilbert Zulu (dd)                                                            AD
Philip Banda (dd)                                                            AD
Christopher Balm (dd)                                                        D
Julie Christine Zulu Chaila (dd)                                             S

Teplarny

Josef Gaba (y)                                                               CB
Jaroslav Kulhanek (dddd)                                                     VCB
Jaroslav Bobak (ooo)                                                         MB

Cinergy Global (Cayman) Holdings, Inc.

James E. Rogers (a)                                                          CB, D
John Bryant (x)                                                              MD, D
Julie S. Janson (a)                                                          AS
David L. Wozny (a)                                                           D, C
Hugh C. Hamilton (x)                                                         S
Wendy L. Aumiller (a)                                                        T

Cinergy Global Hydrocarbons Pakistan

James E. Rogers (a)                                                          CB, D
John Bryant (x)                                                              MD, D
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
David L. Wozny (a)                                                           D
Hugh C. Hamilton (x)                                                         S
Julie S. Janson (a)                                                          AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Global Tsavo Power

James E. Rogers (a)                                                          D, CB
John Bryant (x)                                                              D, MD
Wendy L. Aumiller (a)                                                        T
David L. Wozny (a)                                                           D, C
Hugh C. Hamilton (x)                                                         S
Julie S. Janson (a)                                                          AS

IPS-Cinergy Power Limited

John Bryant (x)                                                              CB, D
Robert W. Cooke (x)                                                          D
Lutaf Kassam (gg)                                                            D
Nizar Juma (gg)                                                              D
Francis O. Okello (gg)                                                       S

Tsavo Power Company Limited

John Bryant (x)                                                              D
Nizar Juma (gg)                                                              D, CB
Paul Kunert (gg)                                                             D
Michael Turner (xx)                                                          D
Douglas J. Schulte (a)                                                       AD
Torbjorn Caesar (xx)                                                         AD
Kevin Kariuki (gg)                                                           AD
Karl-Erik Westo (zz)                                                         D
Robert W. Cooke (x)                                                          D
Lutaf Kassam (gg)                                                            D
Francis O. Okello (gg)                                                       S

Cinergy MPI V, Inc.

James E. Rogers (a)                                                          D, CB
John Bryant (x)                                                              D, MD
David L. Wozny (a)                                                           D
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Hugh C. Hamilton (x)                                                         S
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Global One, Inc.

James E. Rogers (a)                                                          D
John Bryant (x)                                                              D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
David L. Wozny (a)                                                           D, VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Richard G. Beach (a)                                                         AS
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CZECHPOL ENERGY spol, s.r.o.

The function of the director has been replaced by the liquidator, Ms. Vera Zaderova.

eVent Resources Overseas I, LLC

Bennett L. Gaines (a)                                                        VP, CTO
Lynn J. Good (a)                                                             VP, C
William J. Grealis (a)                                                       EVP
Marc E. Manly (a)                                                            EVP, CLO
James E. Rogers (a)                                                          P, CEO
Theodore R. Murphy II (a)                                                    SVP, CRO
R. Foster Duncan (a)                                                         VP, CFO
Frederick J. Newton III (a)                                                  EVP, CAO
Bernard F. Roberts (a)                                                       VP
Ronald R. Reising (a)                                                        VP
Lance A. Bakrow (m)                                                          VP
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Robert Davies (m)                                                            VP
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Midlands Hydrocarbons (Bangladesh) Limited

John Bryant (x)                                                              D
Hugh C. Hamilton (x)                                                         D, S

Cinergy Global Power Africa (Proprietary) Limited

David L. Wozny (a)                                                           D
Ian W. Wilson (ff)                                                           S, PO

CinTec

James E. Rogers (a)                                                          P, CEO, SM
William J. Grealis (a)                                                       EVP
R. Foster Duncan (a)                                                         EVP, CFO
Bennett L. Gaines (a)                                                        VP, CTO
Wendy L. Aumiller (a)                                                        T
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Alexander J. Torok (a)                                                       VP

CinTec I LLC

James E. Rogers (a)                                                          P, CEO, SM
William J. Grealis (a)                                                       EVP
R. Foster Duncan (a)                                                         EVP, CFO
Bennett L. Gaines (a)                                                        VP, CTO
Wendy L. Aumiller (a)                                                        T
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
Alexander J. Torok (a)                                                       VP

eVent Resources I LLC

James E. Rogers (a)                                                          D, P, CEO
Lance A. Bakrow (m)                                                          D, VP
Marc E. Manly (a)                                                            EVP, CLO
Michael J. Cyrus (a)                                                         D
Theodore R. Murphy II (a)                                                    SVP, CRO
Robert Davies (m)                                                            D, VP
Frederick J. Newton III (a)                                                  EVP, CAO
William J. Grealis (a)                                                       D, EVP
Ronald R. Reising (a)                                                        VP
R. Foster Duncan (a)                                                         D, EVP, CFO
Bennett L. Gaines (a)                                                        VP, CTO
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

eVent Resources Holdings LLC

James E. Rogers (a)                                                          P, CEO, SM
Marc E. Manly (a)                                                            EVP, CLO
Robert Davies (m)                                                            VP
Theodore R. Murphy II (a)                                                    SVP, CRO
Lance A. Bakrow (m)                                                          VP
Frederick J. Newton III (a)                                                  EVP, CAO
R. Foster Duncan (a)                                                         EVP, CFO
Lynn J. Good (a)                                                             VP, C
Wendy L. Aumiller (a)                                                        T
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC
William J. Grealis (a)                                                       EVP
Richard G. Beach (a)                                                         AS
Bennett L. Gaines (a)                                                        VP, CTO
Julie S. Janson (a)                                                          S

CinTec II LLC

James E. Rogers (a)                                                          SM

Cinergy Technologies

James E. Rogers (a)                                                          D
William J. Grealis (a)                                                       D
R. Foster Duncan (a)                                                         D, P
Bernard F. Roberts (a)                                                       VP
Bennett L. Gaines (a)                                                        VP, CTO
Lynn J. Good (a)                                                             VP, C
P. Craig Weida (a)                                                           VP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Broadband, LLC

William J. Grealis (a)                                                       P
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Lynn J. Good (a)                                                             VP
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Wendy L. Aumiller (a)                                                        T
David L. Wozny (a)                                                           C
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

CCB Communications, LLC

William H. Berkman (kkkk)                                                    BM, MP, EVP
Scott G. Bruce (kkkk)                                                        BM, MD, VP
Richard I. Goldstein (kkkk)                                                  BM, MD, VP
William J. Grealis (a)                                                       BM
Ronald R. Reising (a)                                                        BM
David J. Berkman (kkkk)                                                      MP, EVP
Myles P. Berkman (kkkk)                                                      T
Glenn J. Breisinger (kkkk)                                                   VP
Jay Birnbaum (kkkk)                                                          VP, GC, S
Ron Boillat (kkkk)                                                           P, COO
Joe Cufari (kkkk)                                                            VP
Tim Wrona (kkkk)                                                             VP
Guy Wilson (kkkk)                                                            C
John Berlin (kkkk)                                                           D
Victor A. Martinelli III (kkkk)                                              AT, AS
Deanna C. Ranck (kkkk)                                                       AS

CCB Indiana, LLC

CCB Indiana is member-managed and does not have officers.  It is managed by CCB Communications,
LLC.  Refer to CCB Communications, LLC for a list of officers and directors.

CCB Kentucky, LLC

CCB Kentucky is member-managed and does not have officers.  It is managed by CCB Communications,
LLC.  Refer to CCB Communications, LLC for a list of officers and directors.

CCB Ohio, LLC

CCB Ohio is member-managed and does not have officers.  It is managed by CCB Communications, LLC.
Refer to CCB Communications, LLC for a list of officers and directors.

National BPL, LLC

William J. Grealis (a)                                                       M, P
Marc E. Manly (a)                                                            M, EVP, CLO
William F. Tyndall (a)                                                       M
Theordore R. Murphy II (a)                                                   SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Lynn J. Good (a)                                                             VP
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
David L. Wozny (a)                                                           C
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Ventures

R. Foster Duncan (a)                                                         P
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        VP, CTO
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Configured Energy Systems, Inc.

Kevin J. Kushman (a)                                                         D

Only Cinergy's directors have been provided.  Upon request by the SEC, Cinergy will use its best
efforts to provide a listing of the other directors.

Kreiss Johnson Technologies, Inc.

Alexander W. Pardo (a)                                                       D
David A. Mulder (a)                                                          D

Only Cinergy's directors have been provided.  Upon request by the SEC, Cinergy will use its best
efforts to provide a listing of the other directors.

Maximum Performance Group, Inc.

Kevin J. Kushman (a)                                                         D

Only Cinergy's directors have been provided.  Upon request by the SEC, Cinergy will use its best
efforts to provide a listing of the other directors.

Cinergy Ventures II, LLC

R. Foster Duncan (a)                                                         P
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        VP, CTO
Bernard F. Roberts (a)                                                       VP
Lynn J. Good (a)                                                             VP, C
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Catalytic Solutions, Inc.

Kevin J. Kushman (a)                                                         D

Only Cinergy's directors have been provided.  Upon request by the SEC, Cinergy will use its best
efforts to provide a listing of the other directors.

Electric City Corp.

Kevin J. Kushman (a)                                                         D

Only Cinergy's directors have been provided.  Upon request by the SEC, Cinergy will use its best
efforts to provide a listing of the other directors.

Cinergy e-Supply

R. Foster Duncan (a)                                                         P
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
P. Craig Weida (a)                                                           VP
Wendy L. Aumiller (a)                                                        T
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy One

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP, CFO
James L Turner (a)                                                           D, P
Todd W. Arnold (a)                                                           VP
Russell K. Campbell (a)                                                      VP
John C. Procario (a)                                                         VP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Two, Inc.

James E. Rogers (a)                                                          D
R. Foster Duncan (a)                                                         D, EVP, CFO
James L. Turner (a)                                                          D, P
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Bennett L. Gaines (a)                                                        VP, CTO
Ronald R. Reising (a)                                                        VP
Lynn J. Good (a)                                                             VP, C
Bernard F. Roberts (a)                                                       VP
Alexander J. Torok (a)                                                       VP
Julie S. Janson (a)                                                          S
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Wholesale Energy

James E. Rogers (a)                                                          D
Michael J. Cyrus (a)                                                         D, P
R. Foster Duncan (a)                                                         D, EVP, CFO
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Wendy L. Aumiller (a)                                                        T
M. Stephen Harkness (a)                                                      VP
Douglas F. Esamann (d)                                                       VP
Bernard F. Roberts (a)                                                       VP
Bennett L. Gaines (a)                                                        VP, CTO
Lynn J. Good (a)                                                             VP, C
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Generation Services

Michael J. Cyrus (a)                                                         P
R. Foster Duncan (a)                                                         EVP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
David L. Wozny (a)                                                           CFO
Ronald R. Reising (a)                                                        VP
Bennett L. Gaines (a)                                                        VP, CTO
M. Stephen Harkness (a)                                                      VP, COO
Lynn J. Good (a)                                                             VP, C
Barry E. Pulskamp (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
John J. Roebel (a)                                                           VP
Bruce A. Sukaly (a)                                                          VP
Alexander J. Torok (a)                                                       VP
Wendy L. Aumiller (a)                                                        T
Richard G. Beach (a)                                                         AS
Julie S. Janson (a)                                                          S
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

Cinergy Origination & Trade, LLC

R. Foster Duncan (a)                                                         EVP, CFO
Michael J. Cyrus (a)                                                         P
Bruce A. Sukaly (a)                                                          VP
Alexander J. Torok (a)                                                       VP
Marc E. Manly (a)                                                            EVP, CLO
Theodore R. Murphy II (a)                                                    SVP, CRO
Frederick J. Newton III (a)                                                  EVP, CAO
Ronald R. Reising (a)                                                        VP
Bernard F. Roberts (a)                                                       VP
Bennett L. Gaines (a)                                                        VP, CTO
Wendy L. Aumiller (a)                                                        T
Lynn J. Good (a)                                                             VP, C
Julie S. Janson (a)                                                          S
Richard G. Beach (a)                                                         AS
Brian P. Davey (b)                                                           AC
Lee T. Howe (a)                                                              AC
Brett A. Ritchie (b)                                                         AC

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2003

PART I (Continued)

Address codes:

        (a)          139 East Fourth Street, Cincinnati, Ohio 45202
        (b)          1000 East Main Street, Plainfield, Indiana 46168
        (c)          3400 Ridge Road West, Suite 5337, Rochester, New York 14626-3495
        (d)          251 North Illinois Street, Suite 1604, Indianapolis, Indiana 46204
        (e)          105 East Fourth Street, Suite 600, Cincinnati, Ohio 45202
        (f)          1 North Lexington Avenue, 6th Floor, White Plains, New York 10601
        (g)          2850 Cherry Hill Road, Rock Hill, South Carolina 29730
        (h)          One Riverfront Place, Newport, Kentucky 41071
        (i)          5189 Spring Grove Avenue, Cincinnati, Ohio 45217
        (j)          250 East Fifth Street, Suite 500, Cincinnati, Ohio 45201
        (k)          P.O. Box 145496, Cincinnati, Ohio 45250-5496
        (l)          10 Magazine Street, Spt. 611, Cambridge, Massachusetts 02138
        (m)          140 Greenwich Avenue, Greenwich, Connecticut 06830
        (n)          312 Walnut Street, Suite 3550, Cincinnati, Ohio 45202
        (o)          2000 Constitution Avenue, Philadelphia, Pennsylvania 19112
        (p)          1990 Post Oak Boulevard #1900, Houston, Texas 77056
        (q)          55 Shuman Boulevard, Naperville, Illinois 60563
        (r)          3105 South Martin Luther King Boulevard #164, Lansing, Michigan 48910
        (s)          2401 Fifth Avenue South Power 4, Texas City, Texas 77590
        (t)          625 East U.S. Highway 36, Tuscola, Illinois 61953
        (u)          1735 K Street, Northwest, Washington, D.C. 20006-1500
        (v)          616 F.M. 1960 West, Suite 900, Houston, Texas 77090
        (w)          1177 West Loop South, Suite 900, Houston, Texas 77027
        (x)          The Pavillion, Ryon Hill Park, Warwick Road, Stratford-upon-Avon, Warwickshire CV37 OUU
        (y)          Karlova 48, 110 00 Praha 1, Czech Republic
        (z)          Central Square South, Orchard Street, Newcastle upon Tyne, NE1 3XX
       (aa)          444 Cedar Street, Suite 1020, St. Paul, Minnesota 55101
       (bb)          15 Conduit Street, Mayfair, London W1, United Kingdom
       (cc)          P.O. Box 30473, Kabelenga Road, Lusaka, Zambia
       (dd)          23rd Avenue, P.O. 20819, Nkana East Kitwe, Zambia
       (ee)          U1 Melgiewska, 7-9, 20-952, Lublin, Poland
       (ff)          9th Floor Fedsure Towers, 13 Fredman Drive, Sandton 2146, South Africa
       (gg)          P.O. Box 30500, Nairobi, Kenya
       (hh)          Parken, Oster Alle 42, 6th Floor, DK-2100 Copenhagen O, Denmark
       (ii)          Strawinskylaan 3105, 1077 ZX Amsterdam, The Netherlands
       (jj)          5722 Prospect Drive, Newburgh, Indiana 47629
       (kk)          1420 D. Chruch Street, Bohemia, New York 11716
       (ll)          One North Lexington Avenue, White Plains, New York 10601
       (nn)          P.O. Box 15219, Del City, Oklahoma 73155-5219
       (oo)          Paseo de la Castellana 23, Madrid 28046, Spain
       (pp)          Room 1300 Service Building 003, College Park, Maryland 20742
       (qq)          7602 GM Boulevard, Shreveport, LA 71129
       (rr)          Sanarc Complex, 76 Shaheed Tajuddinn Ahmed Sarani, Dhaka 1208, Bangladesh
       (tt)          Renewables House, 330 Bristol Business Park, Coldharbour Lane, Bristol, BS16 1EJ
       (uu)          2655 Central Avenue, Columbus, Indiana 47201
       (vv)          Mulungushi House, 2nd Floor, Independence Avenue, P.O. Box 50288, Lusaka, Zambia
       (ww)          National Grid House, Kirby Corner Road, Coventry, CV48JY, United Kingdom
       (xx)          P.O. Box 43233-00100, Nairobi, Kenya
       (zz)          Pitkakapu 20, Jarvikatu 2-4, P.O. Box 244 65101 Vaasa, Finland Suite 100
       (aaa)         600 Clubhouse Drive, Pittsburgh, Pennsylvania 15108
       (bbb)         One North Charles Street, Baltimore, Maryland 21201
       (ccc)         3 Barker Street, White Plains, New York 10601
       (eee)         2 Orfeos and Persefonis Street, 118 54 Athens, Greece
       (fff)         112 Pireos Street, 11854 Athens, Greece
       (ggg)         P.O. Box 14C, Zukovova 100, 400 03 USTI nad Labem, Czech Republic
       (hhh)         6525 Morrison Boulevard, Ste. 318, Charlotte, North Carolina 47710
       (iii)         421 7th Avenue Southwest, Suite 3300, Calgary, Alberta T2P4K9
       (jjj)         3 Mimosa Lane, Nkana East, Kitwe, Zambia
       (kkk)         Kinnaird House, 1 Pall Mall East, London SW1Y 5AU
       (lll)         Shell Centre, London, SE1 7NA
       (mmm)         Bystrice 1221, Postal Code 73995, Czech Republic
       (nnn)         Frydek-Mistek, Zamecke nam. 49, Postal Code 73801, Czech Republic
       (ooo)         Tr. T. Bati 650, Postal Code 760 01 Zlin, Czech Republic
       (ppp)         8829 Bond Street, Overland Park, Kansas 66214
       (qqq)         1419 West Lloyd Expressway, Suite 100, Evansville, Indiana 47710
       (rrr)         680 Fifth Avenue, 8th Floor, New York, New York 10022
       (sss)         205 Palm Island, Northwest, Clearwater, Florida 33767
       (ttt)         410 South Wilmington Street, 18th Floor, Raleigh, North Carolina 27601
       (uuu)         414 Nicollet Mall RS4, Minneapolis, Minnesota 55401
       (vvv)         441 Vine Street, Suite 3900, Cincinnati, Ohio 45202
       (www)         1900 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202
       (xxx)         20 Northwest Fourth Street, Evansville, Indiana 47708
       (yyy)         1630 North Meridian Street, Indianapolis, Indiana 46202
       (zzz)         8850 Crawfordsville Road, Indianapolis, Indiana 46234
      (aaaa)         103 Foulk Road, Suite 200, Wilmington, Delaware 19809
      (dddd)         T. Balti 1970, 702 02 Zlin, Czech Republic
      (ffff)         Praha 1, Opletalova 1525/39, Post Code 11323, Czech Republic
      (gggg)         Trinec-stare mesto, Prumyslova 1018, post code 73965, Czech Republic
      (hhhh)         40 Tower Lane, Avon, Connecticut 06001
      (iiii)         444 Cedar Street, Suite 1020, St. Paul, Minnesota 55101
      (jjjj)         501 Westlake Park Boulevard, P.O. Box 3092, Houston, Texas 77253
      (kkkk)         12800 Middlebrook Road, Suite 201, Germantown, Maryland 20874
      (llll)         2460 Sand Hill Road, Suite 300, Menlo Park, California 94025

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2003

PART I (Continued)

Positions are indicated by the following symbols:

AC         Assistant Comptroller
AR         Authorized Representative
AS         Assistant Secretary
AT         Assistant Treasurer
BM         Member of the Board of Managers
C          Comptroller
CAO        Chief Administrative Officer
CB         Chairman of the Board of Directors
CCM        Co-Chief Manager
CEO        Chief Executive Officer
CFO        Chief Financial Officer
CIO        Chief Information Officer
CLO        Chief Legal Officer
COO        Chief Operating Officer
CRO        Chief Risk Officer
CTO        Chief Technology Officer
D          Director
EVP        Executive Vice President
GC         General Counsel
IM         Independent Manager
M          Manager
MD         Managing Director
MM         Member-Manager
P          President
S          Secretary
SM         Sole Manager
SVP        Senior Vice President
T          Treasurer
VP         Vice President

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2003

PART II

Name of Officer or       Name and Location of        Position Held in        Applicable
     Director            Financial Institution     Financial Institution    Exemption Rule
     --------            ---------------------     ---------------------    --------------

Thomas E. Petry        U.S. Bancorp                   Director                   70(a)
                       Minneapolis, Minnesota


James E. Rogers        Fifth Third Bancorp            Director                   70(a),(c)
                       Cincinnati, Ohio                                            (e),(f)

John J. Schiff, Jr.    Fifth Third Bancorp            Director                   70(a)
                       Cincinnati, Ohio


Dudley S. Taft         Fifth Third Bancorp            Director                   70(a)
                       Cincinnati, Ohio

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2003

PART III

(a) and (e) Directors’ and Executive Officers’ Compensation and Participation in Bonus and Profit-Sharing Arrangements and Other Benefits

For information concerning compensation of directors and executive officers and their participation in bonus and profit-sharing and other benefits, see the disclosures made in the:

        Cinergy Corp. 2004 Proxy Statement (Proxy Statement*).

        2004 PSI Information Statement (Information Statement*).

(b) Directors’ and Executive Officers’ Interests in Securities of System Companies

For information concerning interests in system companies, see the disclosures made in the:

Cinergy Corp. 2004 Proxy Statement.
2003 Form 10-K, page 217 for CG&E*
2004 PSI Information Statement.

(c)     Directors’ and Executive Officers’ Contracts and Transactions with System Companies

For information concerning contracts and transactions with system companies, see the disclosures made in the:

        Cinergy Corp. 2004 Proxy Statement.

        2004 Information Statement for PSI.

(d)     Indebtedness of Directors or Executive Officers to System Companies

None

(f) Directors’ and Executive Officers’ Rights to Indemnity

The state laws under which each of Cinergy and its domestic direct and indirect subsidiaries are incorporated provide broadly for indemnification of directors and officers against claims and liabilities against them in their capacities as such. Each of such company’s articles of incorporation, charters, By-laws, or regulations identifying these rights to indemnify are incorporated by reference or contained herein as exhibits.

* See Exhibit A for incorporation by reference.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

1.     Payments to any political party, candidate for public office or holder of such office, or any committee or agent therefor:

             Name of
             Company                      Name of Recipient or Beneficiary                  Purpose               Amount
             -------                      --------------------------------                  -------               ------

             PSI (1)                National Governors Association - Indiana      2003 Annual Meeting Expense     $ 25,000
                                    Richard G. Lugar Series                               Contribution               3,750
                                                                                                                  --------

                                    Subtotal                                                                      $ 28,750

           Cinergy (1)              Richard G. Lugar Series                               Contribution               1,500
                                    National Republican LEG Association                   Contribution               3,000
                                    Republican Governors Association                      Contribution              25,000
                                                                                                                  --------

                                    Subtotal                                                                      $ 29,500

                                    Total                                                                         $ 58,250
                                                                                                                  ========

⁽¹⁾ Cinergy and PSI have established separate segregated funds or political action committees and have incurred certain costs in the administration of these committees in accordance with the provisions of the Federal Election Campaign Act.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (Continued)

2.     Payments to any citizen’s group, or public relations council, and the purpose of each payment.

        Name of
        Company                     Name of Recipient or Beneficiary           Purpose            Amount
        -------                     --------------------------------           -------            ------

          CG&E                Electric Power Research Institute          Dues, fees, support     $   50,760
                              Less than $10,000 - 42 beneficiaries       Dues, fees, support         42,897
                                                                                                 ----------
                                  Subtotal                                                       $   93,657

         ULH&P                Less than $10,000 - 13 beneficiaries       Dues, fees, support         10,792
                                                                                                 ----------
                                  Subtotal                                                       $   10,792

          PSI                 Central Indiana Corporate Partnership      Dues, fees, support     $   38,550
                              Electric Power Research Institute          Dues, fees, support         59,588
                              Indiana Chamber of Commerce                Dues, fees, support         30,640
                              Indianapolis Chamber of Commerce           Dues, fees, support         11,025
                              Indiana Electric Association               Dues, fees, support        347,052
                              Indiana Manufacturers Association          Dues, fees, support         14,240
                              Less than $10,000 - 78 beneficiaries       Dues, fees, support         38,917
                                                                                                 ----------
                                  Subtotal                                                       $  540,012


Power Generation Services     Edison Electric Institute                  Dues, fees, support        316,170
                              Less than $10,000 - 5 beneficiaries        Dues, fees, support          8,135
                                                                                                 ----------
                                                                                                 $  324,305

     Cinergy Corp.            Less than $10,000 - 27 beneficiaries       Dues, fees, support         51,810
                                                                                                 ----------
                                                                                                 $   51,810

                              Total                                                              $1,020,576
                                                                                                 ==========

ITEM 8. SERVICE, SALES, AND CONSTRUCTION CONTRACTS

Part I

                                                              Serving                    Receiving
                      Transaction                             Company                     Company                                Compensation (3)
                      -----------                             -------                     -------                                ----------------
                                                                                                                                  (in thousands)

Installation and maintenance services (2)                CG&E                  Cinergy One                                            $   493

Maintenance services (2)                                 CG&E                  Cinergy Solutions of Philadelphia, LLC                      10

Operations and maintenance services (2)                  CG&E                  Cinergy Solutions of Rock Hill, LLC                          1

Operations and maintenance services (2)                  CG&E                  Generation Services                                         54

Gas transmission and administrative and general
services (1)                                             CG&E                  KO Transmission                                            198

Operations and maintenance services (2)                  CG&E                  Ohio River Valley Propane, LLC                              10

Project development and maintenance services (2)         CG&E                  Solutions                                                   45

Administrative and general services (1)                  CG&E                  Tri-State Improvement Company                                8

Installation services (2)                                CG&E                  Ventures                                                    93

Operations and maintenance services                      Generation Services   Capital and Trading                                        134

Operations and maintenance services (2)                  Generation Services   CG&E                                                    96,481

Operations and maintenance services                      Generation Services   Cinergy Solutions of Narrows, LLC                          384

Operations and maintenance services                      Generation Services   Cinergy Solutions of Philadelphia, LLC                     398

Operations and maintenance services                      Generation Services   Cinergy Solutions of Rock Hill, LLC                        123

Construction and operations and maintenance services     Generation Services   Cinergy Solutions of St. Bernard, LLC                      952

Operations and maintenance services                      Generation Services   Cinergy Solutions of Tuscola, Inc.                         442

Operations and maintenance services                      Generation Services   Cinergy Solutions Operating Services of Lansing, LLC       236

Operations and maintenance services                      Generation Services   Cinergy Solutions Operating Services of Oklahoma, LLC      562

Operations and maintenance services                      Generation Services   Cinergy Solutions Operating Services of Shreveport, LLC    681

Construction and operations and maintenance services     Generation Services   CSGP of Southeast Texas, LLC                             1,582

Operations and maintenance services (2)                  Generation Services   PSI                                                     54,986

Construction and operations and maintenance services     Generation Services   Solutions                                                8,645

Construction and administrative and general services (2) Lawrenceburg          CG&E                                                       148

Maintenance services (2)                                 Miller Pipeline       CG&E                                                     9,721

Maintenance services (2)                                 Miller Pipeline       PSI                                                        697

Maintenance services (2)                                 Miller Pipeline       ULH&P                                                    5,335

Installation and maintenance services (2)                PSI                   Cinergy One                                                667

Maintenance services (2)                                 PSI                   Cinergy Solutions of Philadelphia, LLC                       3

Maintenance services (2)                                 PSI                   Cinergy Solutions of Tuscola, Inc.                         156

Operations and maintenance services (2)                  PSI                   Generation Services                                        363

Project development and maintenance services (2)         PSI                   Solutions                                                   23

Line locating and meter reading (2)                      Reliant               CG&E                                                     2,527

Line locating and meter reading (2)                      Reliant               PSI                                                      4,685

Line locating and meter reading (2)                      Reliant               ULH&P                                                      159

Installation and maintenance services (2)                ULH&P                 Cinergy One                                                183

Gas transmission and administrative and general
services (1)                                             ULH&P                 KO Transmission                                             38

(1)	Pursuant to Rel. No. 35-26146, dated October 21, 1994.
(2)	Pursuant to service agreements approved in File No. 70-9449 (see HCAR No. 27016, May 4, 1999, exhibits B-1, B-2, and B-3) which remained in effect as of December 31, 2003.
(3)	Certain amounts represent services provided to the receiving company, which in turn billed these amounts to joint venture companies, of which Cinergy has only a partial ownership interest.

Part II

None

Part III

None

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Part I

The following information shows the required information for Cinergy’s investment in exempt wholesale generators (EWG) and foreign utility companies (FUCO) as of December 31, 2003:

(a)     Company name, location, business address, description and interest held by each system company;
(b) Capital invested, recourse debt, guarantees and transfer of assets between affiliates;
(c) Debt to equity ratio and earnings;
(d) Contracts for service, sales or construction with affiliates.

(a) EWG Subsidiaries

              Company                          Location                     Business Address                    Company Description                       Interest Held
              -------                          --------                     ----------------                    -------------------                       -------------

Brownsville Power I, LLC              Haywood County, Tennessee    139 East Fourth Street              Brownsville Power I, LLC is a                           1/
                                                                   Cincinnati, Ohio 45201              480-megawatt (MW) natural gas-fired
                                                                                                       generation facility.

Caledonia Power I, LLC                Lowndes County, Mississippi  139 East Fourth Street              Caledonia Power I, LLC is a 550-MW                      1/
                                                                   Cincinnati, Ohio 45201              natural gas-fired generation facility.

St. Paul Cogeneration, LLC            Spring Street,               444 Cedar Street                    St. Paul Congeneration, LLC                             1/
                                      St. Paul, Minnesota          Suite 1020                          is a 35-MW wood-fired congeneration
                                                                   St. Paul, Minnesota 55101           facility.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

(a) FUCO Subsidiaries

               Company                            Location                   Business Address                       Company Description                      Interest Held
               -------                            --------                   ----------------                       -------------------                      -------------

Global Power                             Wilmington, Delaware        139 East Fourth Street               Global Power is Cinergy's                                1/
                                                                     25 Atrium II                         international energy project
                                                                     Cincinnati, Ohio 45202               development arm, which owns all of the
                                                                                                          equity of Cinergy Global Power
                                                                                                          Services Limited, through which it
                                                                                                          develops and acquires power projects
                                                                                                          around the globe.  Global Power acts
                                                                                                          as an "umbrella" EWG/FUCO Project
                                                                                                          Parent with respect to numerous
                                                                                                          existing, contemplated or potential
                                                                                                          investments in Exempt Projects.

Attiki Gas Supply Company SA             Athens, Greece              2 Orfeos and Persefonis Street       Attiki Gas Supply Company SA was                         1/
                                                                     118 54 Athens                        formed to supply and sell natural gas
                                                                     Greece                               to consumers located within the
                                                                                                          geographical area of Attiki, which
                                                                                                          includes Athens.

Cinergy Global Ely, Inc.                 Wilmington, Delaware        139 East Fourth Street               Cinergy Global Ely, Inc. is an                           1/
                                                                     25 Atrium II                         EWG/FUCO Project Parent, which holds
                                                                     Cincinnati, Ohio 45202               an interest in one FUCO, EPR Ely
                                                                                                          Limited.

EPR Ely Limited                          Ely, United Kingdom         Kinnaird House                       EPR Ely Limited is a 36-MW straw-fired                   1/
                                                                     1, Pall Mall East                    power plant, which generates the
                                                                     London                               electricity supplied to approximately
                                                                     SW1Y 5AU                             65,000 homes in the United Kingdom.

Cinergy Global Power Services Limited    Warwickshire, United        The Pavilion                         Cinergy Global Power Services Limited                    1/
                                         Kingdom                     Ryon Hill Park                       pursues generation, transmission, and
                                                                     Warwick Road                         distribution opportunities throughout
                                                                     Stratford-upon-Avon                  the world.  This entity is devoted to
                                                                     Warwickshire CV37 0UU                the project development of EWG and
                                                                     United Kingdom                       FUCO projects, but it is not, itself,
                                                                                                          a FUCO or an EWG.

Cinergy Global Power (UK) Limited        Redditch, Worcestershire,   Cinergy House                        Cinergy Global Power (UK) Limited owns                   1/
                                         United Kingdom              Ryon Hill Park                       and operates a 29-MW gas turbine
                                                                     Warwick Road                         generator, which supplies wholesale
                                                                     Stratford-upon-Avon                  electricity.
                                                                     Warwickshire CV37 0UU
                                                                     United Kingdom

Copperbelt                               Copperbelt Province,        Headquarters                         Copperbelt is a bulk electric                            1/
                                         Republic of Zambia          Stand No. 3614                       transmission and distribution system,
                                                                     23rd Avenue                          acquired under the privatization of
                                                                     P.O. Box 20819                       Zambia's mining industry.  Copperbelt
                                                                     Kitwe                                provides 4,500 gigawatt-hours (GWh),
                                                                     Zambia                               per annum, within the Copperbelt
                                                                                                          Province, with assets located in and
                                                                                                          around the city of Kitwe, in north
                                                                                                          central Zambia.

Teplarny                                 Zlin, Czech Republic        Tr. T. Bati 650                      Teplarny is a combined heat power                        1/
                                                                     760 01 Zlin                          plant, which includes three turbine
                                                                     Czech Republic                       generators that provide up to 61 MW of
                                                                                                          electricity.  In addition, 2
                                                                                                          coal-fired and 4 gas-fired boilers
                                                                                                          provide approximately 373 MW of
                                                                                                          thermal capacity.

Cinergy Global Polska Sp. Z o.o.         Warsaw, Poland              15 Jana Pawla II Street              Cinergy Global Polska Sp.                                1/
                                                                     00 828 Warsaw                        Z o.o. is devoted to the project
                                                                     Poland                               development of EWG and FUCO projects,
                                                                                                          but it is not, itself, a FUCO or an
                                                                                                          EWG.

Cinergetika                              Usti nad Labem, Czech       P.O. Box 14C                         Cinergetika is a combined heat and                       1/
                                         Republic                    Zukovova 100                         power plant, which includes three
                                                                     400 30 Usti nad Labem                turbine generators providing up to 14
                                                                     Czech Republic                       MW of electricity and four coal-fired
                                                                                                          boilers providing approximately
                                                                                                          230 MW of thermal capacity.

Tsavo Power Company Limited              Port of Mombasa, Kenya      Nation Centre                        Tsavo Power Company Limited is a 74-MW                   1/
                                                                     A Tower, 13th Floor                  heavy fuel oil-fired power plant,
                                                                     Kimathi Street                       which is located near the Port of
                                                                     P.O. Box 10727                       Mombasa, Kenya's main seaport.
                                                                     00 100 Nairobi
                                                                     Kenya

Czechpol Energy spol, s.r.o.             Frydek-Mistek, Czech        Farni 23                             Czechpol Energy spol, s.r.o. engages                     1/
                                         Republic                    73 801 Frydek-Mistek                 in structured, cross-border power
                                                                     Czech Republic                       transactions.  The company sources
                                                                                                          fuel to power plants in Central and
                                                                                                          Eastern Europe, imports and exports
                                                                                                          power throughout numerous European
                                                                                                          countries and is active in the
                                                                                                          marketing and trading of physical
                                                                                                          energy products, including excess
                                                                                                          production from Cinergy's plants in
                                                                                                          the surrounding region.

1 Please refer to Item 1 to identify each system company that holds an interest in this company.

(b) Cinergy’s capital investment amount at December 31, 2003, is being filed pursuant to Rule 104(b). See “Exhibit J” section in “Item 10. Financial Statements and Exhibits” for this required information.

Refer to “Exhibit J” in “Item 10. Financial Statements and Exhibits” for Cinergy’s debt recourse or other financial obligation for the FUCO/EWG subsidiaries listed above.

Refer to “Exhibit J” in “Item 10. Financial Statements and Exhibits” for Cinergy guarantees of securities for the FUCO/EWG subsidiaries listed in the tables above.

No Cinergy subsidiaries that are not FUCOs or EWGs have transferred any assets to the above subsidiaries.

(c) The subsidiary ratio of debt to common equity and yearly earnings at December 31, 2003 are being filed pursuant to Rule 104(b). See “Exhibit J” section in “Item 10. Financial Statements and Exhibits” for the required information.

(d) Nonutility Service Agreement, as amended, among Cinergy, nonutility subsidiaries of Cinergy and Services (pursuant to Rel. No. 35-26662, dated 2/7/97). Pursuant to the agreement between Services and Cinergy’s domestic and foreign subsidiaries, Services allocated a proportional share of certain costs to Cinergy’s system companies, including its EWGs, foreign utility holding companies and/or FUCO subsidiaries. These transactions are reported in Cinergy’s U-13-60 for the year ended December 31, 2003.

Services Agreements among the utility subsidiaries of Cinergy and the nonutility subsidiaries of Cinergy (other than any FUCO) dated May 14, 1999 (pursuant to Rel. No. 35-27016, dated 5/4/99). Cinergy’s utility subsidiaries and such nonutility subsidiaries are authorized to provide services to each other pursuant to such agreements. Services provided pursuant to these agreements are priced at fully allocated costs as defined by Rules 90 and 91 of the Public Utility Holding Company Act of 1935, as amended.

Transaction	Serving Company	Receiving Company	Compensation
			(in thousands)
Operations and maintenance services	Generation Services	Brownsville Power I, LLC	$ 542
Operations and maintenance services	Generation Services	Caledonia Power I, LLC	583

Part II

See “Exhibit G” section in “Item 10. Financial Statements and Exhibits” for the organizational chart information.

        See “Exhibit H” section in “Item 10. Financial Statements and Exhibits” for the financial information.

Part III

Cinergy’s filing, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935 and the Commission’s order dated June 23, 2000 (File No. 70-9577), reported a capital investment of $827,807 thousand ($584,440 thousand in EWGs and $243,367 thousand in FUCOs and FUCO-related subsidiaries) at December 31, 2003. The capital investment was calculated under the cost method.

The ratio of Cinergy’s capital investment in FUCOs and EWGs to its investment in domestic public utility subsidiary companies is being filed pursuant to Rule 104(b). See “Exhibit J” section in “Item 10. Financial Statements and Exhibits” for this required information.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

A-1             Annual Report of Cinergy on Form 10-K for the year ended December 31, 2003      File No. 1-11377

A-2             2004 Proxy Statement for the year ended December 31, 2003                       File No. 1-11377

A-3             Annual Report of CG&E on Form 10-K for the year ended December 31, 2003         File No. 1-01232

A-4             Annual Report of PSI on Form 10-K for the year ended December 31, 2003          File No. 1-03543

A-5             Annual Report of ULH&P on Form 10-K for the year ended December 31, 2003        File No. 2-07793

A-6             2004 Information Statement of PSI for the year ended December 31, 2003          File No. 1-03543

item 10. FINANCIAL STATEMENTS AND exhibits (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                         Previously Filed as
 Designation                                  Nature of Exhibit                                        Exhibit to:
 -----------                                  -----------------                                        -----------

B-1             Certificate of Incorporation of Cinergy, as amended May 10, 2001                Cinergy's March 31, 2001,
                                                                                                Form 10-Q, File No. 1-11377

B-2             By-laws of Cinergy Corp. as amended on July 23, 2003                            Cinergy's June 30, 2003
                                                                                                Form 10-Q File No. 1-11377

B-3             Amended Articles of Incorporation of CG&E effective October 23, 1996            CG&E's September 30, 1996,
                                                                                                Form 10-Q, File No. 1-01232

B-4             Regulations of CG&E as amended on July 23, 2003                                 CG&E's June 30, 2003,
                                                                                                Form 10-Q, File No. 1-01232

B-5             Amended Articles of Consolidation of PSI as amended April 20, 1995              PSI's June 30, 1995
                                                                                                Form 10-Q, File No. 1-03543

B-6             Amendment to Article D of the Amended Articles of Consolidation of PSI          PSI's 1997 Form 10-K
                effective July 10, 1997                                                         File No. 1-03543

B-7             By-laws of PSI, as amended on July 23, 2003                                     PSI's June 30, 2003,
                                                                                                Form 10-Q, File No. 1-03543

B-8             Restated Articles of Incorporation of ULH&P made effective May 7, 1976          ULH&P's May 1976,
                                                                                                Form 8-K, File No. 2-07793

B-9             By-laws of ULH&P as amended on July 23, 2003                                    ULH&P's June 30, 2003,
                                                                                                Form 10-Q, File No. 2-07793

B-10            Amendment to Restated Articles of Incorporation of ULH&P  (Article Third) and   ULH&P's 1997 Form 10-K
                Amendment to the By-laws of ULH&P (Article 1), both effective July 24, 1997     File No. 2-07793

B-12            Certificate of Incorporation of Services                                        Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-13            By-laws of Services                                                             Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-14            Articles of Incorporation of Tri-State Improvement Company                      Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-15            Regulations of Tri-State Improvement Company as amended, adopted May 28, 1999   Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-16            Articles of Incorporation of Lawrenceburg                                       Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-17            By-laws of Lawrenceburg as amended, adopted May 28, 1999                        Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-18            Articles of Incorporation of Miami Power Corporation as amended                 Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-19            By-laws of Miami Power Corporation as amended, adopted May 28, 1999             Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-20            Articles of Incorporation of KO Transmission Company                            Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-21            By-laws of KO Transmission Company as amended, adopted May 28, 1999             Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-22            Certificate of Incorporation of Cinergy Power Investments, Inc.                 Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-23            Regulations of Cinergy Power Investments, Inc.                                  Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-24            Articles of Incorporation of South Construction Company, Inc.                   Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-25            By-laws of South Construction Company, Inc.                                     Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-26            Certificate of Incorporation of Investments                                     Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-27            By-laws of Investments                                                          Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-28            Amended Articles of Incorporation of Cinergy-Cadence, Inc.                      Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-29            By-laws of Cinergy-Cadence, Inc.                                                Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-30            Certificate of Formation of Cadence Network                                     Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-31            Certificate of Incorporation of Cadence Network                                 Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-32            By-laws of Cadence Network                                                      Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-33            Amended Articles of Incorporation of Capital & Trading                          Cinergy's Form U5S filed
                                                                                                May 1, 1997

B-34            By-laws of Capital & Trading                                                    Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-35            Certificate of Formation of CinCap IV, LLC                                      Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-36            Certificate of Formation of CinCap V, LLC                                       Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-37            IURC Certificate of Approval of purchase of Butler County, Ohio and Henry
                County, Indiana peaking plants

B-38            Limited Liability Company Agreement of Cinergy Climate Change Investments, LLC

B-39            Limited Liability Company Agreement of Cinergy Solutions of Narrows, LLC

B-40            Certificate of Formation of Cinergy Solutions of Narrows, LLC

B-41            Limited Liability Company Agreement of Cinergy Solutions of Rock Hill, LLC

B-42            Certificate of Formation of Cinergy Solutions of Rock Hill, LLC

B-43            Limited Liability Company Agreement of Cinergy Solutions of St. Bernard, LLC

B-44            Certificate of Formation of Cinergy Solutions of St. Bernard, LLC

B-45            Certificate of Formation of CinPower I, LLC                                     Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-46            Amended Agreement of Limited Liability Agreement of CinPower I, LLC             Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-47            Certificate of Amendment to Certificate of Formation of Cinergy Marketing &     Cinergy's Form U5S filed
                Trading  (The sole purpose of the amendment was to change Producers Energy      May 1, 2000
                Marketing, LLC's name to Cinergy Marketing & Trading)

B-48            Second Amended Agreement of Limited Liability Company of Cinergy Marketing &    Cinergy's Form U5S filed
                Trading dated June 8, 1999                                                      May 1, 2000

B-49            Certificate of Formation of Cinergy Transportation, LLC                         Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-50            Limited Liability Company Agreement of Cinergy Transportation, LLC              Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-51            Certificate of Formation for SynCap II, LLC                                     Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-52            Limited Liability Company Agreement of SynCap II, LLC                           Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-53            Certificate of Incorporation of Cinergy Communications, Inc. (Renamed to        Cinergy's Form U5S filed
                Cinergy Telecommunications Holding Company, Inc.)                               May 1, 1997

B-54            By-laws of Cinergy Communications, Inc. (Renamed to Cinergy Telecommunications  Cinergy's Form U5S filed
                Holding Company, Inc.)                                                          May 1, 1997

B-55            Certificate of Amendment of Certificate of Incorporation of Cinergy             Cinergy's Form U5S filed
                Telecommunications Holding Company, Inc.  (The sole purpose of this amendment   May 1, 2001
                was to change Cinergy Communications, Inc.'s name to Cinergy
                Telecommunications Holding Company, Inc.)

B-56            Certificate of Formation of Lattice Communications, LLC                         Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-57            Articles of Incorporation of Cinergy Engineering, Inc.                          Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-58            Regulations of Cinergy Engineering, Inc.                                        Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-59            Certificate of Incorporation of Cinergy - Centrus, Inc.                         Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-60            By-laws of Cinergy - Centrus, Inc.                                              Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-61            Certificate of Incorporation of Cinergy - Centrus Communications, Inc.          Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-62            By-laws of Cinergy - Centrus Communications, Inc.                               Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-63            Certificate of Incorporation of Solutions Holding                               Cinergy's Form U5S filed
                                                                                                May 1, 1999

B-64            By-laws of Solutions Holding                                                    Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-65            Certificate of Amendment of Certificate of Incorporation of Cinergy Solutions   Cinergy's Form U5S filed
                Holding Company, Inc.  (The sole purpose of the amendment was to change         May 1, 2001
                Cinergy Solutions, Inc.'s name to Cinergy Solutions Holding Company, Inc.)

B-66            Certificate of Incorporation of 3036243 Nova Scotia Company                     Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-67            Limited Liability Company Agreement of Cinergy Solutions Limited Partnership    Refer to footnote 1

B-68            Certificate of Incorporation of Vestar, Inc. (formerly known as Cinergy         Cinergy's Form U5S filed
                Business Solutions, Inc.)                                                       April 30, 1999

B-69            By-laws of Vestar, Inc. (formerly known as Cinergy Business Solutions, Inc.)    Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-70            Amendment of Articles of Vestar Limited (formerly Rose Technology Group         Cinergy's Form U5S filed
                Limited)                                                                        May 1, 2000

B-71            Certificate of Formation of Cinergy EPCOM, LLC                                  Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-72            Certificate of Formation of Cinergy EPCOM College Park, LLC                     Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-73            Certificate of Incorporation of Solutions                                       Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-74            Certificate of Incorporation of Cinergy Energy Solutions, Inc.                  Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-75            Certificate of Formation of Cinergy GASCO Solutions, LLC                        Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-76            Limited Liability Company Agreement of Cinergy GASCO Solutions, LLC             Refer to footnote 1

B-77            Certificate of Formation of Cinergy Solutions Partners, LLC                     Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-78            Limited Liability Company Agreement of Cinergy Solutions Partners, LLC          Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-79            Certificate of Formation of Lansing Grand River Utilities, LLC                  Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-80            Limited Liability Company Agreement of Lansing Grand River Utilities, LLC       Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-81            Certificate of Formation for Oklahoma Arcadian Utilities, LLC                   Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-82            Limited Liability Company Agreement for Oklahoma Arcadian Utilities, LLC        Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-83            Certificate of Formation for Shreveport Red River Utilities, LLC                Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-84            Limited Liability Company Agreement for Shreveport Red River Utilities, LLC     Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-85            Amended and Restated Certificate of Formation for Shreveport Red River          Cinergy's Form U5S filed
                Utilities, LLC                                                                  May 1, 2001

B-86            Certificate of Incorporation of Power Sports Limited                            Refer to footnote 2

B-87            Articles of Association of Power Sports Limited                                 Refer to footnote 2

B-88            Certificate of Incorporation of Cinergy Solutions of Tuscola, Inc.              Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-89            By-laws of Cinergy Solutions of Tuscola, Inc.                                   Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-90            Certificate of Formation of Energy Equipment Leasing LLC                        Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-91            Certificate of Formation of Trigen-Cinergy Solutions LLC                        Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-92            Certificate of Formation of Trigen-Cinergy Solutions of Ashtabula, LLC          Cinergy's Form U5S filed
                                                                                                on May 1, 2000

B-93            Certificate of Formation of Cinergy Climate Change Investments, LLC

B-94            Certificate of Formation of Trigen-Cinergy Solutions of Boca Raton, LLC         Cinergy's Form U5S filed
                (Renamed to Cinergy Solutions of Boca Raton on October 16, 2003)                April 30, 1999

B-95            Articles of Organization of Trigen-Cinergy Solutions of Cincinnati, LLC         Cinergy's Form U5S filed
                (Renamed to Cinergy Solutions of Cincinnati LLC on October 16, 2003)            May 1, 1998

B-97            Certificate of Formation of Trigen-Cinergy Solutions of Lansing LLC             Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-98            Certificate of Formation of Trigen/Cinergy - USFOS of Lansing LLC               Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-99            Limited Liability Company Agreement for Trigen/Cinergy - USFOS of Lansing LLC   Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-100           Certificate of Formation of Trigen-Cinergy Solutions of Orlando LLC             Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-101           Certificate of Formation of Trigen-Cinergy Solutions of Owings Mills LLC        Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-102           Certificate of Formation of Trigen-Cinergy Solutions of Owings Mills Energy     Cinergy's Form U5S filed
                Equipment Leasing, LLC                                                          May 1, 2000

B-103           Certificate of Formation of Trigen-Cinergy Solutions of Rochester LLC           Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-104           Certificate of Formation of Trigen-Cinergy Solutions of Silver Grove LLC        Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-105           Resolutions of Trigen-Cinergy Solutions of Silver Grove LLC                     Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-106           Limited Liability Company Agreement of Trigen-Cinergy Solutions of St. Paul     Refer to footnote 1
                LLC (Renamed to Cinergy Solutions of St. Paul LLC on October 16, 2003)

B-107           Certificate of Formation of Trigen-Cinergy Solutions of Tuscola, LLC            Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-108           Certificate of Incorporation of Cinergy Supply Network, Inc.                    Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-109           By-laws of Cinergy Supply Network, Inc.                                         Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-110           Articles of Organization of Reliant Services, LLC                               Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-111           Articles of Incorporation of Technology                                         Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-112           By-laws of Technology                                                           Cinergy's Form U5S filed
                                                                                                May 1, 1996

B-115           Certificate of Incorporation of Global Resources                                Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-116           By-laws of Global Resources                                                     Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-117           Certificate of Incorporation of Global Power                                    Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-118           By-laws of Global Power                                                         Cinergy's Form U5S filed
                                                                                                May 1, 1998

B-119           By-laws of Cinergy Global Chandler Holding, Inc.                                Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-120           Certificate of Incorporation of Cinergy Global Chandler I, Inc.                 Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-121           By-laws of Cinergy Global Chandler I, Inc.                                      Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-122           Certificate of Incorporation of Cinergy Global Ely, Inc.                        Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-123           By-laws of Cinergy Global Ely, Inc.                                             Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-124           Articles of Association of EPR Ely Power Limited                                Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-125           Articles of Association of EPR Ely Limited                                      Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-126           Articles of Association of Ely Power Limited                                    Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-127           Memorandum of Association of Anglian Ash Limited                                Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-128           Articles of Association of Anglian Ash Limited                                  Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-129           Articles of Association of Anglian Straw Limited                                Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-130           Certificate of Incorporation of Cinergy Global Foote Creek, Inc.                Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-131           By-laws of Cinergy Global Foote Creek, Inc.                                     Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-132           Limited Liability Company Agreement of CinTec II LLC

B-133           Certificate of Formation of CinTec II LLC

B-134           Certificate of Incorporation of Cinergy Global Foote Creek II, Inc.             Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-135           By-laws of Cinergy Global Foote Creek II, Inc.                                  Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-136           Certificate of Formation of Current Broadband (Ohio), LLC (Renamed to CCB
                Communications, LLC)

B-137           Limited Liability Company Agreement of CCB Communications, LLC                  Refer to footnote 1

B-138           Articles of Association of Cinergy Global Power Services Limited                Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-139           Certificate of Amendment to Certificate of Formation of CCB Communications,
                LLC (The sole purpose of this amendment was to change Current Broadband
                (Ohio), LLC's name to CCB Communications, LLC)

B-140           Limited Liability Agreement of Cinergy Solutions of Monaca, LLC

B-141           Certificate of Formation of Cinergy Solutions of Monaca, LLC

B-142           Articles of Association of Cinergy Global Power (UK) Limited                    Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-143           Articles of Association of Cinergy Global Trading Limited                       Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-144           Limited Liability Company Agreement of Cinergy Broadband, LLC

B-145           Certificate of Formation of Cinergy Broadband, LLC

B-147           Certificate of Incorporation of Global Holdings                                 Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-148           By-laws of Global Holdings                                                      Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-149           Articles of Association of Holdings B.V.                                        Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-150           Articles of Association of Cinergy Zambia B.V.                                  Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-151           Articles of Association of Copperbelt                                           Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-152           Certificate of Formation of CCB Indiana, LLC

B-153           Limited Liability Company Agreement of CCB Indiana, LLC                         Refer to footnote 1

B-154           Certificate of Formation of CCB Ohio, LLC

B-155           Limited Liability Company Agreement of CCB Ohio, LLC                            Refer to footnote 1

B-157           Certificate of Incorporation of Cinergy Global Power Iberia, S.A.               Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-158           Articles of Association of Cinergy Global Power Iberia, S.A.                    Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-159           Certificate of Incorporation of EVER 2174 Limited (Renamed to Cinergy Trading   Refer to footnote 2
                and Marketing Limited)

B-160           Certificate of Incorporation of Cinergy Trading and Marketing Limited (the      Refer to footnote 2
                sole purpose of this certificate is to change the name of EVER 2174 Limited to
                Cinergy Trading and Marketing Limited)

B-161           Memorandum of Association of EVER 2174 Limited (Renamed to Cinergy Trading and  Refer to footnote 2
                Marketing Limited)

B-162           Memorandum of Association of 3075959 Nova Scotia Company                        Refer to footnote 2

B-163           Articles of Association of 3075959 Nova Scotia Company                          Refer to footnote 2

B-164           Certificate of Registration of 3075959 Nova Scotia Company                      Refer to footnote 2

B-165           Certificate of Formation of CCB Kentucky, LLC

B-166           Limited Liability Company Agreement of CCB Kentucky, LLC                        Refer to footnote 1

B-167           Certificate of Formation of National BPL, LLC

B-168           Limited Liability Company Agreement of National BPL, LLC                        Refer to footnote 1

B-169           Extract from the Companies Register for Teplarny                                Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-170           Certificate of Formation of Cinergy Retail Sales, LLC

B-171           Limited Liability Company Agreement of Cinergy Retail Sales, LLC

B-172           Certificate of Trust of CC Funding Trust II

B-173           Articles of Association of Cinergetika                                          Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-174           Declaration of Trust of CC Funding Trust II

B-175           By-Laws of Electric City Corp.                                                  Refer to footnote 1

B-176           Certificate of Incorporation of Electric City Corp.

B-199           Memorandum of Association of Cinergy Global (Cayman) Holdings, Inc. (formerly   Cinergy's Form U5S filed
                Cinergy MPI III, Inc.)                                                          May 1, 1998

B-200           Articles of Association of Cinergy Global (Cayman) Holdings, Inc. (formerly     Cinergy's Form U5S filed
                Cinergy MPI III, Inc.)                                                          May 1, 1998

B-201           Memorandum of Association of Cinergy Global Hydrocarbons Pakistan (formerly     Cinergy's Form U5S filed
                Cinergy MPI I, Inc.)  (Memorandums of Association of Cinergy MPI V, Inc. is     May 1, 1998
                identical to that of Cinergy Global Hydrocarbons Pakistan and will be
                furnished upon request)

B-202           Articles of Association of Cinergy Global Hydrocarbons Pakistan  (Articles of   Cinergy's Form U5S filed
                Association of Cinergy MPI V, Inc. is identical to that of Cinergy Global       May 1, 1998
                Hydrocarbons Pakistan and will be furnished upon request)

B-203           Memorandum of Association of Cinergy Global Tsavo Power (formerly Cinergy MPI   Cinergy's Form U5S filed
                II, Inc.)                                                                       May 1, 1998

B-204           Articles of Association of Cinergy Global Tsavo Power (formerly Cinergy MPI     Cinergy's Form U5S filed
                II, Inc.)                                                                       May 1, 1998

B-205           Articles of Association of IPS - Cinergy Power Limited                          Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-206           Certificate of Incorporation of Tsavo Power Company Limited                     Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-207           Articles of Association of Tsavo Power Company Limited                          Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-208           Certificate of Amendment of Certificate of Incorporation of Cinergy Global      Cinergy's Form U5S filed
                One, Inc.                                                                       May 1, 2001

B-209           By-laws of Cinergy Global One, Inc.                                             Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-210           Articles of Association of Midlands Hydrocarbons (Bangladesh) Limited           Cinergy's Form U5S filed
                                                                                                April 30, 1999

B-211           Certificate of Incorporation of Cinergy UK, Inc.                                Cinergy's Form U5S filed
                                                                                                May 1, 1997

B-212           By-laws of Cinergy UK as amended, July 15, 1999                                 Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-213           Memorandum of Association of Anglian Straw Limited                              Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-214           Certificate of Incorporation of Ely Power Limited                               Cinergy's Form U5S filed
                                                                                                May 1, 2000

B-215           Amended Certificate of Formation of CinTec dated November 29, 2000              Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-216           Limited Liability Company Agreement for CinTec                                  Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-217           Certificate of Formation of CinTec dated November 15, 2000                      Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-218           Amended Certificate of Formation of CinTec I LLC dated November 29, 2000        Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-219           Limited Liability Company Agreement for CinTec I LLC                            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-220           Certificate of Formation of CinTec I LLC dated November 15, 2000                Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-221           By-laws of Cinergy Technologies as amended September 5, 2000                    Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-222           Amended Certificate of Incorporation of Cinergy Technologies                    Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-223           Certificate of Formation of Ventures                                            Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-224           Limited Liability Company Agreement for Ventures                                Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-225           Certificate of Formation of Cinergy Ventures II, LLC                            Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-226           Limited Liability Company Agreement for Cinergy Ventures II, LLC                Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-227           Certificate of Formation of Cinergy e-Supply                                    Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-228           Limited Liability Company Agreement for Cinergy e-Supply                        Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-229           Certificate of Formation of Cinergy One                                         Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-230           By-laws of Cinergy One                                                          Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-231           Certificate of Incorporation of Cinergy Two, Inc.                               Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-232           Instrument of Organization for Cinergy Two, Inc.                                Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-233           By-laws of Cinergy Two, Inc.                                                    Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-234           Certificate of Incorporation of Wholesale Energy                                Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-235           Regulations of Wholesale Energy                                                 Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-236           Certificate of Formation for Generation Services                                Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-237           Limited Liability Company Agreement for Generation Services                     Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-238           By-laws of Optimira Controls, Inc. (Filed under cover of Form SE)               Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-239           Articles of Incorporation of Optimira Controls, Inc.                            Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-240           Articles of Organization for Green Power G.P., LLC                              Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-241           Limited Liability Company Agreement of Green Power G.P., LLC                    Refer to footnote 1

B-242           Certificate of Formation of Green Power Holdings, LLC                           Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-243           Amended and Restated Limited Liability Company Agreement of Green Power         Cinergy's Form U5S filed
                Holdings, LLC                                                                   May 1, 2003

B-244           Certificate of Formation of Green Power Limited, LLC                            Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-245           Limited Liability Company Agreement of Green Power Limited, LLC                 Refer to footnote 1

B-246           Articles of Incorporation of MP Acquisitions Corp., Inc.                        Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-247           By-laws of MP Acquisitions Corp., Inc.                                          Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-248           Form 10 for Cinergy Renewable Trading Limited                                   Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-249           Memorandum and Articles of Association of Cinergy Renewable Trading Limited     Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-250           Certificate of Incorporation on change of name of UK Electric Power Limited     Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-251           New Articles of Association of UK Electric Power Limited                        Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-262           Form 10 for Commercial Electricity Supplies Limited                             Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-263           Memorandum and Articles of Association of Commercial Electricity Supplies       Cinergy's Form U5S filed
                Limited (formerly named UK Electric Power Limited)                              May 1, 2001

B-268           Articles of Incorporation of Q-Comm Corporation (Filed under cover of Form SE)  Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-269           By-laws of Incorporation of Q-Comm Corporation (Filed under cover of Form SE)   Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-270           Articles of Incorporation of Miller Pipeline Corporation (Filed under cover of  Cinergy's Form U5S filed
                Form SE)                                                                        May 1, 2001

B-271           By-laws of Miller Pipeline Corporation (Filed under cover of Form SE)           Cinergy's Form U5S filed
                                                                                                May 1, 2001

B-274           Certificate of Trust of CC Funding Trust I                                      Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-275           Certificate of Formation of CPI Allowance Management, LLC                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-276           Limited Liability Company Agreement of CPI Allowance Management, LLC            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-277           Certificate of Formation of CPI Investments, LLC                                Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-278           Limited Liability Company Agreement of CPI Investments, LLC                     Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-279           Amended and Restated Certificate of Formation of Brownsville Power I, L.L.C.    Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-280           Amended and Restated Limited Liability Company Agreement of Brownsville Power   Cinergy's Form U5S filed
                I, L.L.C.                                                                       May 1, 2003

B-281           Amended and Restated Certificate of Formation of Caledonia Power I, L.L.C.      Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-282           Amended and Restated Limited Liability Company Agreement of Caledonia Power I,  Cinergy's Form U5S filed
                L.L.C.                                                                          May 1, 2003

B-294           Certificate of Incorporation of Cinergy Canada, Inc.                            Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-295           By-laws of Cinergy Canada, Inc.                                                 Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-296           Certificate of Formation of Cinergy Limited Holdings, LLC                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-297           Limited Liability Company Agreement of Cinergy Limited Holdings, LLC            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-298           Certificate of Formation of Cinergy General Holdings, LLC                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-299           Limited Liability Company Agreement of Cinergy General Holdings, LLC            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-300           Amended Certificate of Formation of Ohio River Valley Propane, LLC (The sole    Cinergy's Form U5S filed
                purpose of this amendment was to change the name of Cinergy Propane, LLC to     May 1, 2003
                Ohio River Valley Propane, LLC.)

B-301           Limited Liability Company Agreement of Cinergy Propane, LLC (Renamed to Ohio    Refer to footnote 1
                River Valley Propane, LLC)

B-302           Certificate of Incorporation of Cinergy Retail Power Limited, Inc.              Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-303           By-laws of Cinergy Retail Power Limited, Inc.                                   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-304           Articles of Incorporation of Cinergy Retail Power General, Inc.                 Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-305           By-laws of Cinergy Retail Power General, Inc.                                   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-306           Certificate of Limited Partnership of Cinergy Retail Power, L.P.                Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-307           Limited Partnership Agreement of Cinergy Retail Power, L.P.                     Refer to footnote 1

B-310           Certificate of Formation of BSPE Holdings, LLC                                  Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-311           Limited Liability Company Agreement of BSPE Holdings, LLC                       Refer to footnote 1

B-312           Certificate of Formation of BSPE Limited, LLC                                   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-313           Limited Liability Company Agreement of BSPE Limited, LLC                        Refer to footnote 1

B-314           Articles of Organization of BSPE General, LLC                                   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-315           Limited Liability Company Agreement of BSPE General, LLC                        Refer to footnote 1

B-316           Certificate of Limited Partnership of BSPE, L.P.                                Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-317           Limited Partnership Agreement of BSPE, L.P.                                     Refer to footnote 1

B-318           Amended and Restated Certificate of Incorporation of U.S. Energy Biogas Corp.   Cinergy's Form U5S filed
                (formerly named Zahren Alternative Power Corporation)                           April 30, 2002

B-319           By-laws of U.S. Energy Biogas Corp.                                             Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-320           Certificate of Formation of Countryside Landfill Gasco, L.L.C.                  Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-321           Limited Liability Company Agreement of Countryside Landfill Gasco, L.L.C.       Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-322           Certificate of Formation of Morris Gasco, L.L.C.                                Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-323           Limited Liability Company Agreement of Morris Gasco, L.L.C.                     Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-324           Certificate of Limited Partnership of Brown County Landfill Gas Associates,     Cinergy's Form U5S filed
                L.P.                                                                            April 30, 2002

B-325           Limited Partnership Agreement of Brown County Landfill Gas Associates, L.P.     Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-326           Certificate of Formation of Cinergy Solutions of Philadelphia, LLC              Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-327           Amended and Restated Limited Liability Company Agreement of Cinergy Solutions   Cinergy's Form U5S filed
                of Philadelphia, LLC                                                            May 1, 2003

B-328           Certificate of Formation of CST Limited, LLC (formerly named CS Limited, LLC)   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-329           Certificate of Amendment to Certificate of Formation of CST Limited, LLC (The   Cinergy's Form U5S filed
                sole purpose of the amendment was to change the name of CS Limited, LLC to CST  April 30, 2002
                Limited, LLC)

B-330           Limited Liability Company Agreement of CST Limited, LLC                         Refer to footnote 1

B-331           Articles of Organization of CST General, LLC                                    Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-332           Limited Liability Company Agreement of CST General, LLC                         Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-333           Agreement of Limited Partnership of CST Green Power, L.P.                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-334           Limited Partnership Agreement of CST Green Power, L.P.                          Refer to footnote 1

B-335           Certificate of Amendment of Certificate of Limited Partnership of South         Cinergy's Form U5S filed
                Houston Green Power, L.P. (formerly named Green Power, L.P.)                    April 30, 2002

B-336           Limited Partnership Agreement of South Houston Green Power, L.P. (formerly      Refer to footnote 1
                named Green Power, L.P.)

B-337           Certificate of Formation of CSGP of Southeast Texas, LLC                        Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-338           Limited Liability Company Agreement of CSGP of Southeast Texas, LLC             Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-339           Certificate of Formation of CSGP Limited, LLC                                   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-340           Limited Liability Company Agreement of CSGP Limited, LLC                        Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-341           Articles of Organization of CSGP General, LLC                                   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-342           Limited Liability Company Agreement of CSGP General, LLC                        Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-343           Certificate of Limited Partnership of CSGP Services, L.P.                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-344           Limited Partnership Agreement of CSGP Services, L.P.                            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-345           Certificate of Formation of Delta Township Utilities, LLC                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-346           Limited Liability Company Agreement of Delta Township Utilities, LLC            Refer to footnote 1

B-347           Certificate of Formation of Trigen-Cinergy Solutions of San Diego LLC           Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-348           Limited Liability Company Agreement of Trigen-Cinergy Solutions of San Diego    Cinergy's Form U5S filed
                LLC                                                                             May 1, 2003

B-349           Certificate of Formation of Trigen-Cinergy Solutions of the Southeast LLC       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-350           Limited Liability Company Agreement of Trigen-Cinergy Solutions of the          Cinergy's Form U5S filed
                Southeast LLC                                                                   May 1, 2003

B-351           Articles of Organization of Environmental Wood Supply, LLC                      Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-352           Limited Liability Company Agreement of Environmental Wood Supply, LLC           Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-353           Articles of Organization of St. Paul Cogeneration, LLC                          Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-354           Limited Liability Company Agreement of St. Paul Cogeneration, LLC               Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-355           Certificate of Incorporation with respect to CGP Global Greece Holdings, SA     Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-356           Articles of Association of CGP Global Greece Holdings, SA                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-357           Certificate of Incorporation with respect to Attiki Denmark ApS                 Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-358           Articles of Association for Attiki Denmark ApS                                  Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-359           Certificate of Incorporation with respect to Attiki Gas Supply Company SA       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-360           Articles of Incorporation of Attiki Gas Supply Company SA                       Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-363           Certificate of Formation of eVent Resources Overseas I, LLC                     Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-364           Amended and Restated Limited Liability Company Agreement of eVent Resources     Cinergy's Form U5S filed
                Overseas I, LLC                                                                 May 1, 2003

B-367           Certificate of Incorporation of Cinergy Global Peetz Table I, Inc.              Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-368           By-laws of Cinergy Global Peetz Table I, Inc.                                   Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-395           Certificate of Formation of eVent (Triple Point) LLC (Renamed to eVent          Cinergy's Form U5S filed
                Resources Holdings LLC)                                                         April 30, 2002

B-396           Limited Liability Company Agreement of eVent (Triple Point) LLC (Renamed to     Refer to footnote 1
                eVent Resources Holdings LLC)

B-399           Amended and Restated Certificate of Incorporation of Pentech Solutions, Inc.    Cinergy's Form U5S filed
                (Renamed to Maximum Performance Group, Inc.)                                    April 30, 2002

B-400           By-laws of Pentech Solutions, Inc. (Renamed to Maximum Performance Group,       Refer to footnote 1
                Inc.)

B-401           Restated Articles of Incorporation of Kreiss Johnson Technologies, Inc.         Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-402           By-laws of Kreiss Johnson Technologies, Inc.                                    Refer to footnote 1

B-403           Amended and Restated Articles of Incorporation of Catalytic Solutions, Inc.     Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-404           By-laws of Catalytic Solutions, Inc.                                            Refer to footnote 1

B-407           Certificate of Formation of Cinergy Origination & Trade, LLC                    Cinergy's Form U5S filed
                                                                                                April 30, 2002

B-408           Limited Liability Company Agreement of Cinergy Origination & Trade, LLC         Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-410           Certificate of Conversion of Marketing & Trading                                Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-411           Limited Partnership Agreement of Marketing & Trading                            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-412           Amended and Restated Certificate of Formation of Cinergy Receivables Company    Cinergy's Form U5S filed
                LLC                                                                             May 1, 2003

B-413           Amended and Restated Limited Liability Company Agreement of Cinergy             Cinergy's Form U5S filed
                Receivables Company LLC                                                         May 1, 2003

B-414           Certificate of Incorporation of CinFuel Resources, Inc.                         Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-415           By-laws of CinFuel Resources, Inc.                                              Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-416           Limited Liability Company Agreement of Oak Mountain Products, LLC               Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-417           Certificate of Formation of Oak Mountain Products, LLC                          Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-418           Certificate of Formation of LH1, LLC                                            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-419           Limited Liability Company Agreement of LH1, LLC                                 Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-422           Certificate of Formation of Cinergy Solutions Operating Services of Lansing,    Cinergy's Form U5S filed
                LLC                                                                             May 1, 2003

B-423           Limited Liability Company Agreement of Cinergy Solutions Operating Services     Cinergy's Form U5S filed
                of Lansing, LLC                                                                 May 1, 2003

B-424           Limited Liability Company Agreement of Cinergy Solutions Operating Services     Cinergy's Form U5S filed
                of Shreveport, LLC                                                              May 1, 2003

B-425           Certificate of Formation of Cinergy Solutions Operating Services of             Cinergy's Form U5S filed
                Shreveport, LLC                                                                 May 1, 2003

B-428           Limited Liability Company Agreement of Cinergy Solutions Operating Services     Cinergy's Form U5S filed
                of Oklahoma, LLC                                                                May 1, 2003

B-429           Certificate of Formation of Cinergy Solutions Operating Services of Oklahoma,   Cinergy's Form U5S filed
                LLC                                                                             May 1, 2003

B-430           Operating Agreement of Fiber Link, LLC                                          Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-431           Articles of Organization of Fiber Link, LLC                                     Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-432           Certificate of Formation of LB Tower Company LLC                                Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-433           Limited Liability Company Agreement of LB Tower Company LLC                     Refer to footnote 1

B-434           Amended and Restated Certificate of Incorporation of CES International, Inc.    Cinergy's Form U5S filed
                (Renamed to Configured Energy Systems, Inc.)                                    May 1, 2003

B-435           By-laws of CES International, Inc. (Renamed to Configured Energy Systems,       Refer to footnote 1
                Inc.)

B-461           Limited Liability Company Agreement of Cinergy EPCOM College Park, LLC          Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-462           Limited Liability Company Agreement of Cinergy EPCOM                            Cinergy's Form U5S filed
                                                                                                May 1, 2003

B-558           Amended and Restated Operating Agreement of St. Paul Cogeneration, LLC          Cinergy's Form U5S filed
                                                                                                May 1, 2003

⁽¹⁾ The referenced agreement is with one or more unaffiliated third parties, contains sensitive, competitive information, and/or is subject to confidentiality restrictions. Upon request, Cinergy will use its best efforts to make such agreement available to the SEC’s staff.

⁽²⁾ The referenced agreement is being filed by Cinergy in paper format only because submission thereof in electronic format would involve undue expense.

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

C-1             Original Indenture (First Mortgage Bonds) dated September 1, 1939, between      Exhibit A-Part 3 in File
                PSI and The First National Bank of Chicago, as Trustee, and LaSalle National    No. 70-00258 and
                Bank, as successor Trustee.                                                     Supplemental Indenture
                                                                                                dated March 30, 1984.

C-2             Twenty-fifth Supplemental Indenture between PSI and The First National Bank     File No. 2-62543
                of Chicago dated September 1, 1978.

C-3             Thirty-fifth Supplemental Indenture between PSI and The First National Bank     PSI's 1984 Form 10-K in
                of Chicago dated March 30, 1984.                                                File No. 1-03543

C-4             Forty-second Supplemental Indenture between PSI and LaSalle National Bank       PSI's 1988 Form 10-K in
                dated August 1, 1988.                                                           File No. 1-03543

C-5             Forty-fourth Supplemental Indenture between PSI and LaSalle National Bank       PSI's 1990 Form 10-K in
                dated March 15, 1990.                                                           File No. 1-03543

C-6             Forty-fifth Supplemental Indenture between PSI and LaSalle National Bank        PSI's 1990 Form 10-K in
                dated March 15, 1990.                                                           File No. 1-03543

C-7             Forty-sixth Supplemental Indenture between PSI and LaSalle National Bank dated  PSI's 1991 Form 10-K in
                June 1, 1990.                                                                   File No. 1-03543

C-8             Forty-seventh Supplemental Indenture between PSI and LaSalle National Bank      PSI's 1991 Form 10-K in
                dated July 15, 1991.                                                            File No. 1-03543

C-9             Forty-eighth Supplemental Indenture between PSI and LaSalle National Bank       PSI's 1992 Form 10-K in
                dated July 15, 1992.                                                            File No. 1-03543

C-10            Forty-ninth Supplemental Indenture between PSI and LaSalle National Bank        PSI's 1992 Form 10-K in
                dated February 15, 1993.                                                        File No. 1-03543

C-11            Fiftieth Supplemental Indenture between PSI and LaSalle National Bank dated     PSI's 1992 Form 10-K in
                February 15, 1993.                                                              File No. 1-03543

C-12            Fifty-first Supplemental Indenture between PSI and LaSalle National Bank        PSI's 1993 Form 10-K in
                dated February 1, 1994.                                                         File No. 1-03543

C-13            Fifty-second Supplemental Indenture between PSI and LaSalle National Bank, as   PSI's March 31, 1999, Form
                Trustee, dated April 30, 1999.                                                  10-Q in File No. 1-03543

C-14            Identure (Secured Medium-term Notes, Series A), dated July 15, 1991, between    PSI's Form 10-K/A,
                PSI and LaSalle National Bank, as Trustee.                                      Amendment No. 2, dated July
                                                                                                15, 1993, in File No. 1-03543

C-15            Identure (Secured Medium-term Notes, Series B), dated July 15, 1992, between    PSI's Form 10-K/A,
                PSI and LaSalle National Bank, as Trustee.                                      Amendment No. 2, dated July
                                                                                                15, 1993, in File No. 1-03543

C-16            Loan Agreement between PSI and the City of Princeton, Indiana dated as of       PSI's September 30, 1996,
                November 7, 1996.                                                               Form 10-Q in File No. 1-03543

C-17            Loan Agreement between PSI and the City of Princeton, Indiana dated as of       Cinergy's 1996 Form 10-K in
                February 1, 1997.                                                               File No. 1-11377

C-18            Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as     Cinergy's 1996 Form 10-K in
                Trustee.                                                                        File No. 1-11377

C-19            First Supplemental Indenture dated November 15, 1996, between PSI and The       Cinergy's 1996 Form 10-K in
                Fifth Third Bank, as Trustee.                                                   File No. 1-11377

C-20            Third Supplemental Indenture dated as of March 15, 1998, between PSI and The    Cinergy's 1997 Form 10-K in
                Fifth Third Bank, as Trustee.                                                   File No. 1-11377

C-21            Fourth Supplemental Indenture dated as of August 5, 1998, between PSI and The   PSI's June 30, 1998 Form
                Fifth Third Bank, as Trustee.                                                   10-Q in File No. 1-03543

C-22            Fifth Supplemental Indenture dated as of December 15, 1998, between PSI and     PSI's 1998 Form 10-K in
                The Fifth Third Bank, as Trustee.                                               File No. 1-03543

C-23            Sixth Supplemental Indenture dated as of April 30, 1999, between PSI and        PSI's March 31, 1999, Form
                Fifth Third Bank, as Trustee.                                                   10-Q in File No. 1-03543

C-24            Seventh Supplemental Indenture dated as of October 20, 1999, between PSI and    PSI's September 30, 1999,
                Fifth Third Bank, as Trustee.                                                   Form 10-Q in File No. 1-03543

C-25            Unsecured Promissory Note dated as of October 14, 1998, between PSI and the     PSI's 1998 Form 10-K in
                Rural Utilities Service.                                                        File No. 1-03543

C-26            Loan Agreement between PSI and the Indiana Development Finance Authority        PSI's June 30 1998, Form
                dated as of July 15, 1998.                                                      10-Q in File No. 1-03543

C-27            Loan Agreement between PSI and the Indiana Development Finance Authority        PSI's June 30, 2000 Form
                dated as of May 1, 2000.                                                        10-Q in File No. 1-03543

C-28            Original Indenture (First Mortgage Bonds) between CG&E and The Bank of New      CG&E's Registration
                York (as Trustee) dated as of August 1, 1936.                                   Statement No. 2-02374

C-29            Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated   CG&E's Registration
                as of November 2, 1972.                                                         Statement No. 2-60961

C-30            Thirty-third Supplemental Indenture between CG&E and The Bank of New York       CG&E's Registration
                dated as of September 1, 1992.                                                  Statement No. 33-53578

C-31            Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York      CG&E's September 30, 1993,
                dated as of October 1, 1993.                                                    Form 10-Q in File No. 1-01232

C-32            Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York       CG&E's Registration
                dated as of January 1, 1994.                                                    Statement No. 33-52335

C-33            Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York       CG&E's Registration
                dated as of February 15, 1994.                                                  Statement No. 33-52335

C-34            Thirty-seventh Supplemental Indenture between CG&E and The Bank of New York     Cinergy's 1996 Form 10-K in
                dated as of October 14, 1996.                                                   File No. 1-11377

C-35            Loan Agreement between CG&E and the County of Boone, Kentucky dated as of       CG&E's 1984 Form 10-K in
                February 1, 1985.                                                               File No. 1-01232

C-36            Repayment Agreement between CG&E and The Dayton Power and Light Company dated   CG&E's 1992 Form 10-K in
                as of December 23, 1992.                                                        File No. 1-01232

C-37            Loan Agreement between CG&E and the County of Boone, Kentucky dated as of       CG&E's 1993 Form 10-K in
                January 1, 1994.                                                                File No. 1-01232

C-38            Loan Agreement between CG&E and the State of Ohio Air Quality Development       CG&E's 1985 Form 10-K in
                Authority dated as of December 1, 1985.                                         File No. 1-01232

C-39            Loan Agreement between CG&E and the State of Ohio Air Quality Development       CG&E's September 30, 1995,
                Authority dated as of September 13, 1995.                                       Form 10-Q in File No. 1-01232

C-40            Loan Agreement between CG&E and the State of Ohio Water Development Authority   CG&E's 1993 Form 10-K in
                dated as of January 1, 1994.                                                    File No. 1-01232

C-41            Loan Agreement between CG&E and the State of Ohio Air Quality Development       CG&E's 1993 Form 10-K in
                Authority dated as of January 1, 1994.                                          File No. 1-01232

C-42            Original Indenture (Unsecured Debt Securities) between CG&E and The Fifth       CG&E's Form 8-A dated July
                Third Bank dated as of May 15, 1995.                                            24, 1995, in File No. 1-01232

C-43            First Supplemental Indenture between CG&E and The Fifth Third Bank dated as of  CG&E's June 30, 1995, Form
                June 1, 1995.                                                                   10-Q in File No. 1-01232

C-44            Second Supplemental Indenture between CG&E and The Fifth Third Bank dated as    CG&E's Form 8-A dated July
                of June 30, 1995.                                                               24, 1995 in File No. 1-01232

C-45            Third Supplemental Indenture between CG&E and The Fifth Third Bank dated as     CG&E's September 30, 1997,
                of October 9, 1997.                                                             Form 10-Q in File No. 1-01232

C-46            Fourth Supplemental Indenture between CG&E and The Fifth Third Bank dated as    CG&E's March 31, 1998, Form
                of April 1, 1998.                                                               10-Q in File No. 1-01232

C-47            Fifth Supplemental Indenture between CG&E and The Fifth Third Bank dated as of  CG&E's June 30, 1998, Form
                June 9, 1998.                                                                   10-Q in File No. 1-01232

C-48            Original Indenture (First Mortgage Bonds) between ULH&P and The Bank of New     ULH&P's Registration
                York dated as of February 1, 1949.                                              Statement No. 2-07793

C-49            Fifth Supplemental Indenture between ULH&P and The Bank of New York dated       CG&E's Registration
                as of January 1, 1967.                                                          Statement No. 2-60961

C-50            Thirteenth Supplemental Indenture between ULH&P and The Bank of New York        ULH&P's 1992 Form 10-K in
                dated as of August 1, 1992.                                                     File No. 2-07793

C-51            Original Indenture (Unsecured Debt Securities) between ULH&P and The Fifth      ULH&P's June 30, 1995, Form
                Third Bank dated as of July 1, 1995.                                            10-Q in File No. 2-07793

C-52            First Supplemental Indenture between ULH&P and The Fifth Third Bank dated as    ULH&P's June 30, 1995, Form
                of July 15, 1995.                                                               10-Q in File No. 2-07793

C-53            Second Supplemental Indenture between ULH&P and The Fifth Third Bank dated      ULH&P's March 31, 1998 Form
                as of April 30, 1998.                                                           10-Q in File No. 2-07793

C-54            Third Supplemental Indenture between ULH&P and The Fifth Third Bank dated as    ULH&P's 1998 Form 10-K in
                of December 8, 1998.                                                            File No. 2-07793

C-55            Fourth Supplemental Indenture between ULH&P and The Fifth Third Bank, as        ULH&P's September 30, 1999,
                Trustee, dated as of September 17, 1999.                                        Form 10-Q in File No. 2-07793

C-56            Base Indenture dated as of October 15, 1998, between Global Resources and The   Cinergy's September 30, 1998,
                Fifth Third Bank, as Trustee.                                                   Form 10-Q in File No. 1-11377

C-57            First Supplemental Indenture dated as of October 15, 1998, between Global       Cinergy's September 30,1998,
                Resources and The Fifth Third Bank, as Trustee.                                 Form 10-Q in File No. 1-11377

C-58            Indenture dated as of December 16, 1998, between Cinergy and The Fifth Third    Cinergy's 1998 Form 10-K in
                Bank.                                                                           File No. 1-11377

C-59            Indenture between Cinergy and The Fifth Third Bank, as Trustee, dated as of     Cinergy's March 31, 1999,
                April 15, 1999.                                                                 Form 10-Q in File No. 1-11377

C-60            Agreement for Puchase and Sale of Assets, dated March 31, 1994, by and          Cinergy's Form U5B filed
                between Columbia Gas as Seller and KO Transmission as Buyer.                    January 23, 1995

C-61            Agreement for Purchase and Sale of Line AM-4, dated March 31, 1994, by and      Cinergy's Form U5B filed
                between Columbia Gas as Seller and KO Transmission as Buyer.                    January 23, 1995

C-62            Rights Agreement between Cinergy and The Fifth Third Bank, as Rights Agent,     Cinergy's Registration Statement
                dated October 16, 2000.                                                         on Form 8-A dated October 16, 2000
                                                                                                in File No. 1-11377

C-63            Fifty-third Supplemental Indenture between PSI and LaSalle National Bank        Cinergy's June 30, 2001,
                dated June 15, 2001.                                                            Form 10-Q in File No. 1-11377

C-64            Loan Agreement between CG&E and the State of Ohio Air Quality Development       Cinergy's September 30, 2001,
                Authority dated August 1, 2001.                                                 Form 10-Q in File No. 1-11377

C-65            Indenture between Cinergy and The Fifth Third Bank, as Trustee, dated           Cinergy's September 30, 2001,
                September 12, 2001.                                                             Form 10-Q in File No. 1-11377

C-66            First Supplemental Indenture between Cinergy and The Fifth Third Bank, as       Cinergy's September 30, 2001,
                Trustee, dated September 12, 2001.                                              Form 10-Q in File No. 1-11377

C-67            Second Supplemental Indenture, dated December 18, 2001, between Cinergy and     Cinergy's Form 8-K, December 19,
                The Fifth Third Bank, as Trustee.                                               2001 in File No. 1-11377

C-68            Purchase Contract Agreement, dated December 18, 2001, between Cinergy and The   Cinergy's Form 8-K, December 19,
                Bank of New York, as Purchase Contract Agent.                                   2001 in File No. 1-11377

C-69            Pledge Agreement, dated December 18, 2001, among Cinergy, JP Morgan Chase       Cinergy's Form 8-K, December 19,
                Bank, as Collateral Agent, Custodial Agent and Securities Intermediary, and     2001 in File No. 1-11377
                The Bank of New York, as Purchase Contract Agent.

C-70            Thirty-eighth Supplemental Indenture between CG&E and The Bank of New York      Cinergy's March 31, 2001,
                dated as of February 1, 2001.                                                   Form 10-Q in File No. 1-11377

C-71            Thirty-ninth Supplemental Indenture dated as of September 1, 2002, between      Cinergy's September 30, 2002,
                CG&E and the Bank of New York, as Trustee.                                      Form 10-Q in File No. 1-11377

C-72            Fifty-fourth Supplemental Indenture dated as of September 1, 2002, between PSI  Cinergy's September 30, 2002,
                and LaSalle Bank National Association, as Trustee.                              Form 10-Q in File No. 1-11377

C-73            Sixth Supplemental Indenture between CG&E and Fifth Third Bank dated as of      Cinergy's September 30, 2002,
                September 15, 2002.                                                             Form 10-Q in File No. 1-11377

C-74            Loan Agreement between PSI and the Indiana Development Finance Authority dated  Cinergy's September 30, 2002,
                as of September 1, 2002.                                                        Form 10-Q in File No. 1-11377

C-75            Loan Agreement between PSI and the Indiana Development Finance Authority dated  Cinergy's September 30, 2002,
                as of September 1, 2002.                                                        Form 10-Q in File No. 1-11377

C-76            Loan Agreement between CG&E and the Ohio Air Quality Development Authority      Cinergy's September 30, 2002,
                dated as of September 1, 2002.                                                  Form 10-Q in File No. 1-11377

C-77            First Amendment to Rights Agreement, dated August 28, 2002, effective           Cinergy's Form 8-A/A, Amendment
                September 16, 2002, between Cinergy and The Fifth Third Bank, as Rights Agent.  No. 1, filed September 16, 2002
                                                                                                in File No. 1-11377

C-78            Loan Agreement between PSI and The Indiana Development Finance Authority dated  PSI's March 31, 2003, Form
                as of February 15, 2003.                                                        10-Q in File No. 1-03543

C-79            6.302% Subordinated Note between PSI and Cinergy Corp., dated February 5, 2003. PSI's March 31, 2003, Form
                                                                                                10-Q in File No. 1-03543

C-80            6.403% Subordinated Note between PSI and Cinergy Corp., dated February 5, 2003. PSI's March 31, 2003, Form
                                                                                                10-Q in File No. 1-03543

C-81            Seventh Supplemental Indenture between CG&E and Fifth Third Bank dated as of    CG&E's June 30, 2003, Form
                June 15, 2003.                                                                  10-Q in File No. 1-01232

C-82            Eighth Supplemental Indenture dated as of September 23, 2003, between PSI and   PSI's September 30, 2003,
                Fifth Third Bank as Trustee.                                                    Form 10-Q in File No. 1-03543

C-83            Fifty-fifth Supplemental Indenture between PSI and LaSalle National Bank dated  Cinergy's September 30, 2003,
                February 15, 2003.                                                              Form 10-Q in File No. 1-11377

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

D-1             Agreement between Cinergy and subsidiary companies for filing consolidated      Cinergy's Form U5S filed
                income tax returns and for allocation of consolidated income tax liabilities    May 1, 2003
                and benefits

D-2             Schedule detailing adjustment to 2002 FIT Return                                Filed pursuant to Rule 104(b)

D-3             Schedule detailing 2003 FIT Return Estimate                                     Filed pursuant to Rule 104(b)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

F-1             Consolidating Financial Statements of Cinergy for 2003                          Filed pursuant to Rule 104(b)

F-2             Consolidating Financial Statements of CG&E for 2003                             Filed pursuant to Rule 104(b)

F-3             Consolidating Financial Statements of Investments for 2003                      Filed pursuant to Rule 104(b)

F-4             Consolidating Financial Statements of Capital & Trading for 2003                Filed pursuant to Rule 104(b)

F-5             Consolidating Financial Statements of Marketing & Trading for 2003              Filed pursuant to Rule 104(b)

F-6             Consolidating Financial Statements of LH1, LLC for 2003                         Filed pursuant to Rule 104(b)

F-7             Consolidating Financial Statements of Solutions Holding for 2003                Filed pursuant to Rule  104(b)

F-8             Consolidating Financial Statements of 3036243 Nova Scotia Company for 2003      Filed pursuant to Rule 104(b)

F-9             Consolidating Financial Statements of Cinergy Solutions Limited Partnership
                for 2003                                                                        Filed pursuant to Rule 104(b)

F-10            Consolidating Financial Statements of Vestar, Inc. for 2003                     Filed pursuant to Rule 104(b)

F-11            Consolidating Financial Statements of Solutions for 2003                        Filed pursuant to Rule 104(b)

F-12            Consolidating Financial Statements of CSGP Limited, LLC for 2003                Filed pursuant to Rule 104(b)

F-13            Consolidating Financial Statements of Cinergy Solutions of St. Paul LLC
                for 2003                                                                        Filed pursuant to Rule 104(b)

F-14            Consolidating Financial Statements of Global Resources for 2003                 Filed pursuant to Rule 104(b)

F-15            Consolidating Financial Statements of Global Power for 2003                     Filed pursuant to Rule 104(b)

F-16            Consolidating Financial Statements of Holdings B.V. for 2003                    Filed pursuant to Rule 104(b)

F-17            Consolidating Financial Statements of CinTec for 2003                           Filed pursuant to Rule 104(b)

F-18            Consolidating Financial Statements of CinTec I LLC for 2003                     Filed pursuant to Rule 104(b)

F-19            Consolidating Financial Statements of Cinergy Technologies for 2003             Filed pursuant to Rule 104(b)

F-20            Consolidating Financial Statements of Wholesale Energy for 2003                 Filed pursuant to Rule 104(b)

F-21            Financial Statements of CC Funding Trust I for 2003                             Refer to footnote 1

F-22            Financial Statements of Cinergy Receivables Company LLC for 2003                Filed pursuant to Rule 104(b)

F-23            Financial Statements of Cadence Network for 2003                                Refer to footnote 2

F-24            Financial Statements of Brownsville Power I, LLC for 2003                       Refer to Item 10 H-1

F-25            Financial Statements of Caledonia Power I, LLC for 2003                         Refer to Item 10 H-2

F-26            Financial Statements of CinPower I, LLC for 2003                                Filed pursuant to Rule 104(b)

F-27            Financial Statements of Q-Comm Corporation for 2003                             Refer to footnote 3

F-28            Financial Statements of Lattice Communications, LLC for 2003                    Filed pursuant to Rule 104(b)

F-28            Financial Statements of LB Tower Company, LLC for 2003                          Filed pursuant to Rule 104(b)

F-29            Financial Statements of Keen Rose Technology Group Limited for 2003             Refer to footnote 4

F-29            Financial Statements of Optimira Controls, Inc. for 2003                        Refer to footnote 4

F-30            Financial Statements of Cinergy Energy Solutions, Inc. for 2003                 Filed pursuant to Rule 104(b)

F-30            Financial Statements of U.S. Energy Biogas Corp. for 2003                       Filed pursuant to Rule 104(b)

F-30            Financial Statements of Countryside Landfill Gasco, L.L.C. for 2003             Filed pursuant to Rule 104(b)

F-30            Financial Statements of Morris Gasco, L.L.C. for 2003                           Filed pursuant to Rule 104(b)

F-30            Financial Statements of Brown County Landfill Gas Associates, L.P. for 2003     Filed pursuant to Rule 104(b)

F-30            Financial Statements of Cinergy Solutions Partners, LLC for 2003                Filed pursuant to Rule 104(b)

F-31            Financial Statements of CST Limited, LLC for 2003                               Filed pursuant to Rule 104(b)

F-31            Financial Statements of CST Green Power, L.P. for 2003                          Filed pursuant to Rule 104(b)

F-31            Financial Statements of Green Power Holdings, LLC for 2003                      Filed pursuant to Rule 104(b)

F-31            Financial Statements of Green Power Limited, LLC for 2003                       Filed pursuant to Rule 104(b)

F-31            Financial Statements of South Houston Green Power, L.P. for 2003                Filed pursuant to Rule 104(b)

F-31            Financial Statements of Green Power G.P., LLC for 2003                          Filed pursuant to Rule 104(b)

F-32            Financial Statements of CST General, LLC for 2003                               Filed pursuant to Rule 104(b)

F-32            Financial Statements of Oklahoma Arcadian Utilities, LLC for 2003               Filed pursuant to Rule 104(b)

F-32            Financial Statements of Shreveport Red River Utilities, LLC for 2003            Filed pursuant to Rule 104(b)

F-32            Financial Statements of Delta Township Utilities, LLC for 2003                  Filed pursuant to Rule 104(b)

F-32            Financial Statements of Energy Equipment Leasing LLC for 2003                   Filed pursuant to Rule 104(b)

F-32            Financial Statements of Trigen-Cinergy Solutions LLC for 2003                   Filed pursuant to Rule 104(b)

F-33            Financial Statements of Trigen-Cinergy Solutions of Ashtabula LLC for 2003      Filed pursuant to Rule 104(b)

F-33            Financial Statements of Trigen-Cinergy Solutions of Lansing LLC for 2003        Filed pursuant to Rule 104(b)

F-33            Financial Statements of Trigen/Cinergy-USFOS of Lansing LLC for 2003            Filed pursuant to Rule 104(b)

F-33            Financial Statements of Trigen-Cinergy Solutions of Orlando LLC for 2003        Filed pursuant to Rule 104(b)

F-33            Financial Statements of Trigen-Cinergy Solutions of Owings Mills LLC for 2003   Filed pursuant to Rule 104(b)

F-33            Financial Statements of Trigen-Cinergy Solutions of Owings Mills Energy
                Equipment Leasing, LLC for 2003                                                 Filed pursuant to Rule 104(b)

F-34            Financial Statements of Trigen-Cinergy Solutions of Rochester LLC for 2003      Filed pursuant to Rule 104(b)

F-34            Financial Statements of Trigen-Cinergy Solutions of Silver Grove LLC for 2003   Filed pursuant to Rule 104(b)

F-34            Financial Statements of Trigen-Cinergy Solutions of Tuscola, LLC for 2003       Filed pursuant to Rule 104(b)

F-35            Financial Statements of St. Paul Cogeneration LLC for 2003                      Refer to Item 10 H-3

F-36            Financial Statements of Reliant for 2003                                        Refer to footnote 5

F-36            Financial Statements of MP Acquisitions Corp., Inc. for 2003                    Refer to footnote 5

F-36            Financial Statements of Miller Pipeline for 2003                                Refer to footnote 5

F-36            Financial Statements of Fiber Link, LLC for 2003                                Refer to footnote 5

F-37            Financial Statements of Attiki Denmark ApS for 2003                             Refer to footnote 6

F-38            Financial Statements of Attiki Gas Supply Company SA for 2003                   Refer to Item 10 H-5

F-39            Financial Statements of Cinergy Global Ely, Inc. for 2003                       Refer to Item 10 H-6

F-40            Financial Statements of EPR Ely Power Limited for 2003                          Refer to footnote 7

F-41            Financial Statements of EPR Ely Limited for 2003                                Refer to Item 10 H-7

F-42            Financial Statements of Anglian Straw Limited for 2003                          Refer to footnote 7

F-43            Financial Statements of Anglian Ash Limited for 2003                            Refer to footnote 7

F-44            Financial Statements of Cinergy Global Power (UK) Limited for 2003              Refer to Item 10 H-9

F-45            Financial Statements of Cinergy Global Trading Limited for 2003                 Refer to footnote 8

F-46            Financial Statements of UK Electric Power Limited for 2003                      Refer to footnote 8

F-47            Financial Statements of Global Holdings for 2003                                Refer to footnote 9

F-48            Financial Statements of Cinergetika for 2003                                    Refer to Item 10 H-10

F-49            Financial Statements of Copperbelt for 2003                                     Refer to Item 10 H-11

F-50            Financial Statements of Power Sports Limited for 2003                           Refer to footnote 10

F-51            Financial Statements of Teplarny for 2003                                       Refer to Item 10 H-12

F-52            Financial Statements of Cinergy Global (Cayman) Holdings, Inc. for 2003         Refer to footnote 11

F-53            Financial Statements of Cinergy Global Tsavo Power for 2003                     Refer to footnote 11

F-54            Financial Statements of IPS-Cinergy Power Limited for 2003                      Refer to footnote 11

F-55            Financial Statements of Tsavo Power Company Limited for 2003                    Refer to Item 10 H-13

F-56            Financial Statements of eVent Resources Overseas I, LLC for 2003                Refer to footnote 12

F-57            Financial Statements of eVent Resources Holdings LLC for 2003                   Refer to footnote 12

F-58            Financial Statements of CCB Communications, LLC for 2003                        Refer to footnote 13

F-59            Financial Statements of CCB Ohio, LLC for 2003                                  Refer to footnote 13

F-60            Financial Statements of Configured Energy Systems, Inc. for 2003                Refer to footnote 13

F-61            Financial Statements of Maximum Performance Group, Inc. for 2003                Refer to footnote 13

F-62            Financial Statements of Kreiss Johnson Technologies, Inc. for 2003              Refer to footnote 13

F-63            Financial Statements of Catalytic Solutions, Inc. for 2003                      Refer to footnote 13

F-64            Financial Statements of Electric City Corp. for 2003                            Refer to footnote 13

F-65            Classified plant accounts and related depreciation or amortization reserve
                schedules included in the 2003 FERC Form No. 1 of CG&E                          Filed under cover of Form SE

F-66            Classified plant accounts and related depreciation or amortization reserve
                schedules included in the 2003 PUCO FERC Form No. 2 of CG&E                     Filed under cover of Form SE

F-67            Classified plant accounts and related depreciation or amortization reserve
                schedules included in the 2003 FERC Form No. 1 of PSI                           Filed under cover of Form SE

F-68            Classified plant accounts and related depreciation or amortization reserve
                schedules included in the 2003 FERC Form No. 1 and FERC Form No. 2 of ULH&P     Filed under cover of Form SE

F-69            Classified plant accounts and related depreciation or amortization reserve
                schedules included in the 2003 Annual Report of Lawrenceburg to the IURC        Filed under cover of Form SE

F-70            The 2003 FERC Form No. 2-A for KO Transmission                                  Filed under cover of Form SE

F-71            The 2003 Annual Report of Cinergy Solutions of Cincinnati LLC to the PUCO       Filed under cover of Form SE

⁽¹⁾ These financial statements are filed pursuant to Rule 104(b). However, as of July 1, 2003, Cinergy no longer consolidates this entity. For this reason, the financial statements provided are for the period July 1, 2003 to December 31, 2003. See Exhibit F-1 for the financial statements of this entity for the period January 1, 2003 to June 30, 2003.

⁽²⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the balance sheets, income statements and cash flows are the only financial statements available. The attainment of common stock equity financial statements is not reasonable without incurring undue expense.

⁽³⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2003 but was unable to obtain them. Financial statements provided are as of September 30, 2003. At the time of filing, the balance sheets, income statements and cash flows are the only financial statements available. The attainment of common stock equity financial statements is not reasonable without incurring undue expense.

⁽⁴⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the available financial statements are denominated in the local currency, not U.S. currency. The attainment of U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁵⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the balance sheets and income statements are the only financial statements available. The attainment of cash flows and common stock equity financial statements is not reasonable without incurring undue expense.

⁽⁶⁾ This entity is the holding company parent of Attiki Gas Supply Company SA and has no other operations. See Exhibit F-38 for information pertaining to the financial statements of the operating company.

⁽⁷⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2003 but was unable to obtain them. Financial statements provided are as of March 31, 2003, the entities’ fiscal year end. At the time of filing, the balance sheets, income statements, and footnotes containing statements of equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁸⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2003 but was unable to obtain them. Financial statements provided are as of December 31, 2002. At the time of filing, the balance sheets, income statements, and footnotes containing statements of equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁹⁾ This entity is a holding company, which holds both FUCOs and FUCO-related investments. Information pertaining to the financial statements of the applicable FUCO and FUCO-related subsidiaries is presented in Exhibit F-48, Exhibit F-49, Exhibit F-50 and Exhibit F-51.

⁽¹⁰⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the balance sheets, income statements, cash flows and footnotes containing statements of equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽¹¹⁾ This entity is a holding company that has no other operations. Tsavo Power Company Limited is the operating company under this entity. See Exhibit F-55 for information pertaining to the financial statements of the operating company.

⁽¹²⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2003 but was unable to obtain them. Financial statements provided are as of December 31, 2002. At the time of filing, the balance sheets, cash flows and common stock equity are the only financial statements available. The attainment of income statements is not reasonable without incurring undue expense.

⁽¹³⁾ Cinergy has not provided financial statements for this entity because they are subject to confidentiality restrictions with third parties.

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

G               Organizational chart showing relationship of EWGs and FUCOs to other system     Refer to Item 1
                companies

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                         Previously Filed as
 Designation                                        Nature of Exhibit                                  Exhibit to:
 -----------                                        -----------------                                  -----------

H-1             Financial Statements of Brownsville Power I, LLC for the year ended
                December 31, 2002                                                               Refer to footnote 1

H-2             Financial Statements of Caledonia Power I, LLC for the year ended
                December 31, 2002                                                               Refer to footnote 1

H-3             Financial Statements of St. Paul Cogeneration LLC for the year ended
                December 31, 2003                                                               Refer to footnote 2

H-4             Financial Statements of Global Power for the year ended December 31, 2003       Refer to footnote 3

H-5             Financial Statements of Attiki Gas Supply Company SA for the year ended
                December 31, 2002                                                               Refer to footnote 4

H-6             Financial Statements of Cinergy Global Ely, Inc. for the year ended
                December 31, 2003                                                               Refer to footnote 5

H-7             Financial Statements of EPR Ely Limited for the year ended March 31, 2003       Refer to footnote 6

H-8             Financial Statements of Cinergy Global Power (UK) Limited for the year ended    Refer to footnote 7
                December 31, 2002

H-9             Financial Statements of Cinergy Global Power (UK) Limited for the year ended    Refer to footnote 8
                December 31, 2003

H-10            Financial Statements of Cinergetika for the year ended December 31, 2003        Refer to footnote 9

H-11            Financial Statements of Copperbelt for the year ended December 31, 2003         Refer to footnote 10

H-12            Financial Statements of Teplarny for the year ended December 31, 2003           Refer to footnote 9

H-13            Financial Statements of Tsavo Power Company Limited for the year ended
                December 31, 2002                                                               Refer to footnote 11

H-14            Financial Statements of CZECHPOL ENERGY spol, s.r.o. for the year ended
                December 31, 2003                                                               Refer to footnote 12

⁽¹⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain audited financial statements for December 31, 2003 but was unable to obtain them. Audited financial statements provided are as of December 31, 2002.

⁽²⁾ Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. Financial statements are included in the “Consolidating Financial Statements of Cinergy Solutions of St. Paul LLC for 2003" provided in Item 10 F-13.

⁽³⁾ At the time of filing, audited financial statements were not available for this entity. The attainment of U.S. GAAP audited financial statements is not reasonable without undue expense. The entity is included in the “Consolidating Financial Statements of Global Power for 2003” provided in Item 10 F-15.

⁽⁴⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2003, but was unable to obtain them. Financial statements provided are as of December 31, 2002. At the time of filing, the balance sheets and income statements are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency audited financial statements is not reasonable without incurring undue expense.

⁽⁵⁾ This entity is a holding company for which Cinergy owns 100% interest and has no other operations. This entity holds both FUCOs and FUCO-related investments. Information pertaining to the audited financial statements of the applicable FUCO, EPR Ely Limited, is presented in Exhibit H-7. Information pertaining to the financial statements of the applicable FUCO-related subsidiaries is included in the “Financial Statements of EPR Ely Power Limited for 2003” in Item 10 F-40, “Financial Statements of Anglian Straw Limited for 2003” in Item 10 F-42 and “Financial Statements of Anglian Ash Limited for 2003” in Item 10 F-43.

⁽⁶⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. Cinergy has made a good faith effort to obtain financial statements for December 31, 2003, but was unable to obtain them. Financial statements provided are as of March 31, 2003, the entities’ fiscal year end. At the time of filing, the balance sheets, income statements, and a footnote containing shareholders’ equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁷⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the balance sheets, income statements, and a footnote containing shareholders’ equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency audited financial statements is not reasonable without incurring undue expense.

⁽⁸⁾ At the time of filing, audited financial statements, as of December 31, 2003, were not available for this entity. Cinergy has made a good faith effort to obtain audited financial statements, but was unable to obtain them. See Exhibit H-8 for the audited financial statements of this entity as of December 31, 2002.

⁽⁹⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the financial statements provided are denominated in the local currency, not U.S. currency. The attainment of U.S. currency audited financial statements is not reasonable without incurring undue expense.

⁽¹⁰⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the financial statements provided are in accordance with GAAP other than U.S. GAAP. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP audited financial statements is not reasonable without incurring undue expense.

⁽¹¹⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. Cinergy has made a good faith effort to obtain financial statements for December 31, 2003, but was unable to obtain them. Financial statements provided are as of December 31, 2002. At the time of filing, the financial statements provided are in accordance with GAAP other than U.S. GAAP. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP audited financial statements is not reasonable without incurring undue expense.

⁽¹²⁾ Cinergy has not provided audited financial statements for this entity since it was inactive at December 31, 2003.

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

I               Response to Item 1                                                              Filed pursuant to Rule 104(b)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

J               Response to Item 9, Part I (b) and (c) and Part III for all EWGs and FUCOs      Filed pursuant to Rule 104(b)

SIGNATURE

Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

	Cinergy Corp.
	By:   /s/   Wendy L. Aumiller - ---------------------------------              Treasurer
Date: April 30, 2004

EX-99

STATE OF INDIANA

INDIANA UTILITY REGULATORY COMMISSION

JOINT PETITION OF PSI ENERGY, INC.
AND CINCAP VII LLC, PURSUANT TO
IND. CODEss.8-1-8.5 ET SEQ.: (1) FOR
THE ISSUANCE OF CERTIFICATES OF
PUBLIC CONVENIENCE AND
NECESSITY FOR PSI ENERGY, INC TO
PURCHASE GENERATING FACILITIES
FOR THE FURNISHING OF ELECTRIC
UTILITY SERVICE TO THE PUBLIC;
(2) FOR THE APPROVAL OF THE COSTS
OF SUCH FACILITIES; AND (3) FOR
APPROVAL FOR CINCAP VII TO
TRANSFER OWNERSHIP OF GENERATING
ASSETS TO PSI ENERGY, INC. )
)
)
)
)
)
)
)
)
)
)
)
)
)

CAUSE NO. 42145

APPROVED: 12/19/02

BY THE COMMISSION:

David E. Ziegner, CommissionerScott
R. Storms, Chief Administrative Law Judge

        On December 27, 2001, PSI Energy, Inc. (“PSI”) and CinCap VII, LLC (“CinCap VII”) (collectively “Joint Petitioners” or “Petitioners”) filed their Joint Petition with the Indiana Utility Regulatory Commission (“Commission”) for the issuance of certificates of public convenience and necessity for PSI in connection with the purchase of certain generating facilities pursuant to Ind. Code (IC) § 8-1-8.5 et seq., for approval of the costs of such facilities, and for approval for CinCap VII to transfer ownership of certain generating facilities to PSI.

        On February 15, 2002, March 8, 2002, and April 15, 2002, respectively, the Midwest Independent Power Suppliers Association (“MWIPS”), the PSI-Industrial Group (“PSI-IG”), and Nucor Corporation (“Nucor”) filed petitions to intervene in this Cause. Such petitions to intervene were granted by the Commission on February 15, 2002, March 14, 2002 and April 26, 2002, respectively.

        On February 15, 2002, the Commission designated Dr. Bradley K. Borum and David R. Johnston of the IURC Electricity Division, and Dr. Douglas J. Gotham of the State Utility Forecasting Group (“SUFG”) as testimonial staff in this Cause (“IURC Testimonial Staff”).

        Pursuant to notice, and as provided for in 170 IAC 1-1.1-15, a Prehearing Conference was held on February 15, 2002, at 9:30 a.m. in Room E306 of the Indiana Government Center South, Indianapolis, Indiana. On February 27, 2002, a Prehearing Conference Order was issued setting forth the procedural schedule in this Cause.

        On March 1, 2002, Joint Petitioners filed a Motion to Amend their Joint Petition, along with an Amended Joint Petition in this Cause. The Presiding Officers granted Petitioners’ Motion to Amend their Joint Petition, in a Docket Entry dated March 12, 2002. Also on March 1, 2002, Petitioners filed their case-in-chief testimony and exhibits in support of their Petition, along with a Motion for Protection of Confidential and Proprietary Information. Petitioners’ Motion for Protection of Confidential and Proprietary Information was accompanied by the sworn affidavits of Judah Rose and Douglas F Esamann. The Motion for Protection was granted by the Presiding Officers, on a preliminary basis, on March 11, 2002.

        On June 18, 2002, Petitioners filed supplemental testimony and exhibits. On July 12, 2002, MWIPS filed its testimony and exhibits. On July 17, 2002, the Office of Utility Consumer Counselor (“OUCC”) and PSI-IG filed their respective testimony and exhibits. On July 26, 2002, the IURC Testimonial Staff filed their direct testimony and exhibits. On August 23, 2002 PSI filed its rebuttal testimony and exhibits. On August 30, 2002, Dr. Borum and Mr. Johnston filed supplemental testimony and exhibits in this Cause.

        A public Field Hearing was conducted in this Cause on August 13, at 6:00 p.m., in New Castle, Indiana. At the field hearing, approximately 20 individuals including, Vernon and Marilyn Cherrett, Mr. Grant Smith, John Cooper, Jr., Dr. Nancy Fischer, Ms. Marsha Gratner, Dr. Helen Steussy, and Dr. Jim Rybarczyk, testified regarding PSI’s proposal to purchase the Henry County and Madison Generating Stations. The citizens that testified at the Field Hearing were generally opposed to PSI’s proposal in this Cause. As part of a thorough and comprehensive presentation of the issues, the citizens that testified expressed concern with the history and development of the Henry County Generating Station; the affiliate relationship between PSI and Cinergy; the proposed price of the facilities; the lack of profitability of the facilities; and, their belief that PSI should expend additional resources on exploring the expansion of conservation programs in its service area. All comments made at the Field Hearing, either orally or in writing, were made part of the record in this proceeding.

        The Evidentiary Hearing in this Cause was originally scheduled to begin on August 13, 2002. By agreement of the parties, the hearing was continued until September 18, 2002. However, on September 18, 2002, Petitioners filed a Settlement Agreement entered into by Petitioners, the OUCC, and the IURC Testimonial Staff (the “Settling Parties”). As a result, at the scheduled September 18, 2002 hearing, the parties reached an agreement as to a new procedural schedule that would allow Petitioners to file testimony in support of the Settlement Agreement, allow MWIPS, PSI-IG, and Nucor (the “Intervenors” or “Non-Settling Parties”) to file testimony in response to the Settlement Agreement, and allow Petitioners to file reply testimony. Petitioners filed testimony in support of the Settlement Agreement on September 23, 2002. MWIPS and PSI-IG filed responsive testimony on October 9, 2002, and Petitioners filed reply testimony on October 16, 2002.

        On October 17, 2002, Intervenor MWIPS filed a “Motion for Modification of Procedures,” requesting that the Commission establish additional filing and hearing procedures in this Cause. On October 18, 2002, Intervenors PSI-IG and Nucor filed pleadings in support of MWIPS’ motion.

        Pursuant to notice as provided by law, proof of which was incorporated into the record by reference and placed in the official files of the Commission, an Evidentiary Hearing in this Cause was held on October 21, 2002, in Room TC10 of the Indiana Government Center South, Indianapolis, Indiana. At the evidentiary hearing, evidence was submitted by Petitioners, IURC Testimonial Staff, MWIPS and PSI-IG. Members of the general public were present at the Evidentiary Hearing.

        Based upon the applicable law and evidence herein, the Commission now finds:

1.     Notice and Jurisdiction. Due, legal and timely notice of the Evidentiary Hearing in this Cause was given and published by the Commission as required by law. Petitioners are public utilities within the meaning of the Public Service Commission Act, as amended, Ind. Code § 8-1-2 et seq. Petitioners are subject to the jurisdiction of the Commission, in the manner and to the extent provided by the laws of the State of Indiana. Petitioner PSI requests relief pursuant to Ind. Code § 8-1-8.5-1 et seq. Petitioner CinCap VII requests relief pursuant to the Commission’s April 23, 2001 Order in Cause No. 41569. Therefore, the Commission has jurisdiction over Petitioners and the subject matter of this proceeding.

2.     Petitioners’ Characteristics and Business. PSI is a public utility organized and existing under the laws of the State of Indiana, and has its principal office at 1000 E. Main Street, Plainfield, Indiana 46168. It is engaged in rendering electric utility service in the State of Indiana and owns, operates, manages, and controls, among other things, plant and equipment within the State of Indiana used and useful for the production, transmission, delivery and furnishing of such electric service to the public. PSI directly supplies electric energy to over 700,000 customers located in 69 counties in the central, north central and southern parts of the State of Indiana. [Pet. Ex. B-1 (Esamann), pp. 1-2.]

        CinCap VII is a limited liability company organized under the laws of the State of Delaware, registered to do business in the State of Indiana. CinCap VII owns and operates the Henry County Generating Station that was the subject of the Commission’s April 23, 2001 Order in Cause No. 41569, and is subject to the authority of this Commission as provided in said Order; specifically, the transfer of ownership provisions of paragraph 5 of such Order. [Pet. Ex. B-1 (Esamann), p. 2.]

3.     Relief Requested by Petitioners. In their Amended Joint Petition, Petitioners requested that the Commission: (1) grant PSI certificates of public convenience and necessity under Ind. Code 8-1-8.5 for the purchase of the Madison and Henry County Generating Stations; (2) approve the costs associated with the purchase of the Madison and Henry County Generating Stations; (3) approve CinCap VII’s transfer of the Henry County Station to PSI (such approval being required by our Order in Cause No. 41569); and (4) grant such other relief as may be appropriate. In light of the settlement reached among Petitioners, OUCC, and IURC Testimonial Staff, Petitioners have also requested that the Commission approve the Settlement Agreement in its entirety. [Pet. Ex.     B-1 (Esamann), pp. 4-5; Pet. Ex. V (Esamann), p. 2.]

4.     Applicable Law; Statutory Framework. Under Ind. Code § 8-1-8.5-2, a public utility may not begin construction, purchase, or lease of any facility for the generation of electricity without first obtaining a certificate of public convenience and necessity (“CPCN”) from the Commission. Under Ind. Code § 8-1-8.5-4, when determining whether a CPCN should be issued, the Commission is directed to take into account the utility’s current and potential arrangement with other utilities for the interchange of power; the pooling of facilities; the purchase of power; joint ownership of facilities; and other methods for providing reliable, efficient and economical electric service, including the refurbishment of existing facilities, conservation, load management, cogeneration and renewable energy sources.

        Under Ind. Code § 8-1-8.5-5, an application for a CPCN may only be granted after a hearing, and if the Commission has (1) approved the estimated construction, purchase, or lease costs; (2) made a finding that either such construction, purchase, or lease will be consistent with the Commission’s plan for expansion of electric generation capacity, or that the construction, purchase, or lease will be consistent with a utility specific proposal as to the future needs for electricity to serve the people of the state or the area served by the utility; and (3) made a finding that the public convenience and necessity require or will require the construction, purchase or lease of the facility.

        We have indicated in previous CPCN cases that “least-cost planning is an essential component of our Certificate of Need law.” In re Petition of Southern Indiana Gas & Electric Co., Cause No. 38738, at p. 5 (Ind. Util. Reg. Comm’n, October 25, 1989). We have defined “least-cost planning” as a “planning approach which will find the set of options most likely to provide utility services at the lowest cost once appropriate service and reliability levels are determined.” Id. However, we have emphasized that the Certificate of Need statute does not require the utility to automatically select the least cost alternative. Nor does the statute require the utility to ignore its obligation to provide reliable service or to disregard its exercise of reasonable judgment as to how best to meet its obligation to serve. “If an Indiana utility reasonably considers and evaluates the statutorily required options for providing reliable, efficient, and economic service, then the utility should, in recognition that it bears the service obligation of IC 8-1-2-4, be given some discretion to exercise its reasonable judgment in selecting the options or options to implement which minimize the cost of providing such service.” In re Petition of PSI Energy, Inc., Cause No. 39175, at p. 14 (Ind. Util. Reg. Comm’n, May 13, 1992).

5.     Description of the Madison and Henry County Plants. Petitioner PSI proposes to purchase two gas-fired peaking plants (the Madison and Henry County Generating Stations) from affiliated companies. The Madison and Henry County plants (along with a third gas-fired peaking plant, the Vermillion plant) were developed in the 1999-2001 timeframe by Cinergy and Duke Energy Corporation through a 50/50 joint venture arrangement. Cinergy and Duke Energy dissolved their joint venture arrangement in 2001; as a result of this dissolution, two Cinergy subsidiaries took 100% ownership of the Madison and Henry County plants, while Duke Energy took 100% ownership of the Vermillion plant. [Pet. Ex. A (Rogers), pp. 5-7.]

        The Madison Generating Station is currently owned by CinCap Madison, LLC. The Madison plant began commercial operations in 2000, and consists of eight GE 7EA natural gas-fired combustion turbine (“CT”) generating units, nominally rated at 80 MW per unit, for a total nominal rating of 640 MW. The plant is located in Butler County, Ohio, adjacent to The Cincinnati Gas & Electric Company’s (“CG&E,” PSI’s sister utility in Ohio) Woodsdale Generating Station, and is directly interconnected with the Cinergy transmission system by a 345 kV gas circuit breaker. The Madison plant is able to operate year-round using natural gas while meeting environmental permit limits. Since commercial operation, the Madison plant has operated with station reliability exceeding 90% year-round. In Summer 2002 (June 1 through August 15), the Madison plant operated with station operating reliability at 100%. [Pet. Ex. B (Esamann), p. 3; Pet. Ex. G (Roebel), p. 3; Pet. Ex. O (Esamann), p. 17.]

        As mentioned above, the Henry County Generating Station is owned by CinCap VII and is located in Henry County, Indiana. The Henry County plant began commercial operation in Summer 2001, and consists of three GE LM6000 natural gas-fired CTs, having a total nominal rating of 135 MW. The plant is directly interconnected to the Cinergy transmission system by a 138 kV gas circuit breaker. The plant is located within 45 miles of PSI’s Connersville peaking station and within 65 miles of PSI’s Miami-Wabash peaking station. The Henry County plant is currently not equipped to operate in the winter. However, PSI has proposed to install the equipment necessary to enable winter operations if the purchase of the plant is approved.

Additionally, PSI has proposed to install equipment to enable the plant to achieve “quick start” capability (the ability to start and achieve baseload within ten minutes) if the purchase of the plant is approved. In Summer 2002 (June 1 through August 15), the Henry Count plant operated with station operating reliability exceeding 98%. [Pet. G (Roebel), pp. 3-4; Pet. Ex. O (Esamann), p. 17.]

        PSI retained Burns & McDonnell Engineering Company, (“Burns & McDonnell”) to perform an independent inspection and assessment of the condition of the Madison and Henry County Generating Stations. Burns & McDonnell concluded that both plants are in excellent condition, have been well maintained, and should be fully capable of providing long-term reliable service as peaking power facilities if they continue to be operated and maintained in accordance with good utility practice. [Pet. Ex. J (Ege), p. 4.]

        Petitioners’ witness Judah Rose, Managing Director of ICF Consulting, reviewed the capital and operation and maintenance (“O&M”) costs associated with the Madison and Henry County plants and concluded that capital and O&M costs combined were reasonable based on comparison with new peaking plant units. More specifically, Mr. Rose determined that the capital costs of the two plants are generally in line with the costs of building new peaking units.

    Mr. Rose found that both plants’ O&M costs are low, due primarily to the location of the Madison plant (adjacent to CG&E’s Woodsdale Station) and economies of scale related to plant O&M at Cinergy. [Pet. Ex. C (Rose), pp. 31-32; Pet. Ex. C-11 and C-12 (Rose).]

    Mr. Rose and Petitioners’ witness Ronald C. Snead, Cinergy’s Manager of Bulk Transmission Planning, examined the capability of the transmission system to deliver power from the Madison and Henry County plants to PSI load. As mentioned above, both plants are directly interconnected to the Cinergy transmission system. Further, both plants are designated “network resources” for transmission purposes, meaning that they are entitled to the highest level of transmission service priority. Messrs. Rose and Snead both concluded that the Madison and Henry County plants are well suited to serving PSI from a transmission reliability perspective.

Mr. Snead noted that both plants provide benefits to the transmission system, and that PSI ownership of the plants should enhance the transmission system benefits, due to the increased operating flexibility, control, and power flow changes that would occur under PSI ownership. Dr. Douglas J. Gotham, Associate Director of the SUFG and a member of the IURC Testimonial Staff in this case, also examined the transmission system’s ability to deliver power from the Madison and Henry County plants to PSI loads, and concluded that no additional transmission congestion is expected as a result of the power transfers. [Pet. Ex. C (Rose), pp. 32-34; Pet. Ex. H (Snead), pp. 9-14; Pet. Ex. S (Snead), pp. 3-4; IURC Staff Report No. 3 (Gotham), pp. 4-5.]

6.     Petitioners’ Initial Proposal and Overview of Settlement Agreement. PSI is requesting that the Commission approve its proposal to purchase the Madison and Henry County plants (including all associated real estate, inventory, materials and supplies, contracts and permits), pursuant to Ind. Code 8-1-8.5. As required by our Order in Cause No. 41569, CinCap VII is seeking Commission approval to sell the Henry County plant to PSI. In connection with its proposed plant purchases, Petitioner PSI is also requesting approval of: the costs of the purchases; the assignment of certain plant agreements in place between the CinCap Madison and CinCap VII and other Cinergy affiliates (i.e., a water supply agreement relating to the Madison plant and fuel supply agreements in place for both plants); a ratemaking proposal relating to the Henry County plant, whereby the costs and revenues associated with a 50 MW “slice” of the plant will be separated out for retail ratemaking purposes. Additionally, with respect to the Henry County plant, PSI is proposing to adopt the commitments made by CinCap VII in Cause No. 41569 relating to the following issues: (1) air quality; (2) water supply; (3) noise; (4) County comprehensive plan; (5) future abandonment; and (6) emergency planning. (These six commitments are memorialized at page 8 of our April 23, 2001 Order in Cause No. 41569.) [Pet. Ex. B (Esamann), pp. 3-4, 26-28.]

        Petitioners initially proposed purchase prices based on the actual book values of the plants, net of accrued depreciation, as of January 1, 2002 (the approximate date when the plants were officially offered and held open for sale to PSI), plus a carrying cost component (for carrying costs incurred from January 1, 2002 until the date(s) of closing). According to PSI, the carrying cost component of the purchase price was intended to serve as compensation for both the exclusive right effectively being granted to PSI to purchase the assets at a fixed price through the pendency of this certificate of need proceeding and the option being offered to PSI to use the plants (and their output) until the asset purchase transactions were completed, almost as if PSI owned the plants beginning in 2002. [Pet. Ex. A (Rogers), pp. 7-10; Pet. Ex. B (Esamann), p. 3.] In its June 18, 2002 supplemental testimony, Petitioners reduced the proposed purchase prices to reflect the payment by PSI to the CinCap companies of capacity reservation charges in June through September 2002, as a result of a unit power sales agreement put in place for a portion of 2002 whereby PSI had access to the capacity from the Madison and Henry County plants. [Pet. Ex. L (Esamann), pp. 2-3.]

        In September 2002, the Petitioners, the OUCC, and the IURC Testimonial Staff reached a settlement intended to resolve all issues in this Cause (as well as in Cause No. 42195). See Pet. Ex. V-1 (copy of the Settlement Agreement). Petitioners request Commission approval of the Settlement Agreement as it relates to this Cause No. 42145 in its entirety. The Settlement Agreement, which is attached to this Order and hereby incorporated by reference in its entirety, can be summarized as follows as it pertains to Cause No. 42145:

(1)     Authority to purchase the Madison and Henry County Generating Stations — The Settlement Agreement provides that PSI shall be authorized, pursuant to Ind. Code 8-1-8.5 et seq., to purchase the Madison and Henry County Generating Stations, and shall be granted certificates of public convenience and necessity under Ind. Code 8-1-8.5 et seq. for such purchases. CinCap VII shall be authorized to transfer the Henry County Generating Station to PSI. [Pet. Ex. V-1, p. 2.]

(2)     Transfer pricing for the Plants — The Settlement Agreement provides that PSI shall be authorized to purchase the Plants at the following purchase prices, such purchase prices to be recovered through rates over the lives of the Plants: (a) net book value of the respective Plants at the earlier of: (i) the date of the IURC Order granting PSI certificates of public convenience and necessity for the Plants; or (ii) December 1, 2002, plus (b) accrued carrying costs (calculated at PSI’s weighted cost of capital using the return on equity from PSI’s last base retail rate case) from the date above to the date of actual transfer of the Plants; minus (c) $5 million constituting the deferred purchase price adjustment associated with the Henry County Plant. [Pet. Ex. V-1, p. 2.]

(3)     Associated Inventory — The Settlement Agreement provides that PSI shall also be authorized to purchase the inventory associated with the Plants, at cost. [Pet. Ex. V-1, p. 2.]

(4)     Interim Purchased Power — The Settlement Agreement provides that, subject to the approval of the Settlement Agreement, PSI and the owner of the Plants’ output (Cinergy Capital & Trading) will enter into an interim unit power sales arrangement whereby PSI will have “first call” access to the Plants’ available capacity for serving native load customers, from January 1, 2003 until the actual date of transfer following FERC and SEC approvals. And, in the event that either the FERC or SEC disapproves the transfer of the Plants to PSI, PSI shall have “first call” access to the Plants’ available capacity through September 30, 2003. PSI shall pay CC&T capacity and energy charges as outlined in the unit power sales agreement, but the capacity charges shall be refunded to PSI upon transfer of the Plants. In the event of FERC or SEC disapproval, however, PSI shall be authorized to recover through retail rates on a timely basis (i.e., through a tracking mechanism) 50% of any such capacity charges paid and not refunded, along with the actual energy charges. [Pet. Ex. V-1, pp. 2-3.]

(5)     Performance Guarantees — The Settlement Agreement provides that PSI will implement a transmission “hold harmless” guarantee associated with the Madison plant and a plant performance guarantee associated with both the Madison and Henry County plants. Under the Madison “hold harmless” provision, PSI will track any transmission congestion-related native load curtailments from the Madison plant, and compare any such curtailments to the transmission congestion curtailments throughout the PSI system. In the event the level of native load transmission curtailments from the Madison plant is higher than the system average of such curtailments, PSI has agreed to hold retail customers harmless by capping the actual energy costs required to replace the energy needed due to any applicable transmission curtailment at the cost of energy from the Madison plant. This hold harmless provision will continue for a period of 2 years, or until locational marginal pricing is implemented on the Cinergy transmission system, whichever is earlier. With regard to the plant performance guarantee, PSI has agreed to certain operating reliability standards for the Madison and Henry County plants for 2003 and 2004. In the event the plants do not meet the operating reliability standards, PSI has agreed to implement retail rate credits of up to $1 million in each of the those two years. [Pet. Ex. V-1, p. 3.]

(6)     Assignment of Plant Affiliate Agreements – The Settlement Agreement provides that several affiliate agreements in place at the Madison and Henry County plants may be assigned to PSI along with the purchase of the plants themselves. Specifically, the Settlement Agreement provides for the assignment to PSI of a water supply agreement (with CG&E) pertaining to the Madison plant and natural gas supply agreements (with Cinergy Marketing & Trading) that pertain to both plants. [Pet. Ex. V-1, p. 4.]

(7)     Ratemaking for Henry County Plant – The Settlement Agreement provides that the costs and revenues associated with 50 MWs of capacity of the Henry County plant should be separated out for retail ratemaking purposes. [Pet. Ex. V-1, p. 4.]

(8)     Revisions to Proposed Asset Purchase Agreements – The Settlement Agreement provides that Petitioners’ proposed asset purchase agreements should be revised so as to eliminate the assumption by PSI of environmental and tort liabilities that accrue prior to the date of transfer. We note that Petitioners’ revised asset purchase agreements, contained in Petitioners’ Exhibits V-3 and V-4, have been revised in accordance with this provision of the Settlement Agreement. [Pet. Ex. V-1, p. 4.]

7.     Need For Additional Generating Capacity. PSI’s testimony demonstrates that PSI’s peak demand load growth over the last decade has outstripped PSI’s capacity additions. Our threshold inquiry addresses whether PSI does in fact need additional generating capacity. To make this determination, it is necessary to review all of the sources utilized by PSI to satisfy its customers’ electricity demands, PSI’s projected demand growth, PSI’s ability to meet its growing customer demands, and the type of additional capacity that may be needed.

    a.        PSI’s Existing Portfolio of Supply Resources. PSI’s existing fleet of generating properties provides the bulk of its existing supply resources. This fleet consists of 6,211 MWs (summer-rated) of generation (plus 7 MWs of QF capacity). PSI is currently in the process of repowering its Noblesville Generating Station. This repowering project, when completed in 2003, will add approximately 200 MWs of incremental generating capacity to the PSI system. [Pet. Ex. B (Esamann), pp. 9, 22.]

        PSI’s generating fleet is heavily weighted toward coal-fired baseload capacity. At present, baseload makes up 65% of the PSI generation, intermediate makes up 26%, and peaking makes up 9%. PSI’s current generation mix is 89% coal-fired, 10% oil or gas-fired, and 1% hydro. The average age of PSI’s generating plants is approximately 30 years, with the newest plants generally found in the large coal-fired baseload segment. The average age of PSI’s existing peaking units is over 36 years. With the exception of PSI’s Cayuga 4 peaker (9 years old), no peaking unit on the PSI system is less than 29 years old. [Pet. Ex. B (Esamann), pp. 19, 21; Pet. Ex.     B-2 (Esamann).]

        Another portion of PSI’s peak load obligation is met with a combination of conservation and load management products. These products consist of a set of traditional demand-side management (“DSM”) programs PSI has had in place for residential and small commercial and industrial customers for a number of years; several innovative peak load management pricing options for larger commercial and industrial customers; and a number of interruptible contracts in place with large industrial customers. These conservation and load management products provided approximately 350 MWs of peak demand reduction capability on the PSI system during the summer of 2002. [Pet. Ex. B (Esamann), p. 9; Pet. Ex. E (Stevie), pp. 15-18; Pet. Ex. F (Darnell), pp. 3-9.] PSI’s current resource portfolio is supplemented by the use of forward reliability purchases from the wholesale power market. In the summer of 2002, PSI made forward reliability purchases totaling just over 880 MWs. [Pet. Ex. B (Esamann), pp. 9-10; Pet. Ex. O (Esamann), p. 14.]

        PSI’s President, Douglas F Esamann, characterized its utilization of multiple resources for satisfying its customers’ electricity demands as a “portfolio approach.” Mr. Esamann’s testified that a portfolio approach allows PSI to optimize its resource mix and have the necessary flexibility to economically and reliably meet its native load customers’ demand requirements. At the same time, Mr. Esamann emphasized that, in light of the increased risks associated with purchased power (e.g., transmission constraints and supplier credit risks), PSI questioned the wisdom of a heavy reliance on imported purchased power. [Pet. Ex. B (Esamann), pp. 7-8, 33-34.]

    b.        PSI’s Load Obligations. PSI has experienced native load peak demand load growth of approximately 2% annually (over 100 MWs per year) over the last five years. PSI projects that the retail component of its native load demand will increase about 1.6% annually over the next few years. This load growth is not unique to the PSI system. Both ECAR and the State of Indiana have experienced strong peak demand growth for years, even through periods of economic downturn. Electricity demand continues to grow even during recessions due to population growth and the continuing development of new uses for electricity. [Pet. Ex. B (Esamann), p. 17; Pet. Ex. C (Rose), pp. 10-12; 25; Pet. Ex. C-4 and C-5 (Rose).]

        PSI’s peak demand forecast and the SUFG’s peak demand forecast both indicate continued peak demand growth for the PSI system. Richard G. Stevie, Cinergy’s General Manager, Market Analysis, testified that for the summer of 2003 (the expected in-service date of the Noblesville repowering project) PSI’s 2001 forecast projected a system peak demand of 6,304 MW, and PSI’s most current load forecast (prepared in 2002) projects a system peak demand of 6,427 MWs. When adjusted for interruptible, peak reduction, and wholesale loads, PSI’s current forecasted peak demand for summer of 2003 is 5,797 MWs. In comparison, for summer 2003, the SUFG estimates PSI’s peak demand will be 5,769 MWs. The SUFG’s forecast subtracts interruptible load capability and wholesale loads, thus the PSI forecast of 5,797 MWs is the most comparable to the SUFG forecast. In Dr. Stevie’s opinion, the difference between the PSI and SUFG forecasts is quite small, even though the SUFG performs a completely independent assessment of projected load, using different databases and a different methodology than PSI uses to prepare its forecast. [Pet. Ex. E (Stevie), p. 9; Pet. Ex. T (Stevie), pp. 5-6; Pet. Ex.T-1 (Stevie).] Dr. Stevie testified that in the summer of 2001, PSI’s system experienced a new summer peak demand of 6,019 MW, and during the summer of 2002, PSI’s system experienced two new peak demand records (6,153 MWs on July 22 and 6,196 MWs on August 1). [Pet. Ex. E (Stevie), p. 9; Pet. Ex. T (Stevie), p. 5.]

    c.        PSI’s Ability to Meet its Load Obligations with Existing Resources. PSI’s onsystem reserve margin for 2002 was less than 1%, necessitating PSI’s reliance on approximately 880 MWs of forward purchased power during the summer of 2002 to reach a 15% reserve margin. PSI’s projected reserve margin for 2003 is only 3.6%, even after the expected completion of the Noblesville repowering project. [Pet. Ex. B (Esamann), p. 16.]

PSI witness Diane L. Jenner, Cinergy's Manager of Asset Planning and Analysis, explained that 4% reserves are needed to meet ECAR and NERC operating reserve requirements; at least 8% reserves are needed for normal generating unit outages and derates, based on historical experience; and at least a 3% reserve component is needed to cover potential variations in load, particularly weather-induced load. [Pet. Ex. D (Jenner), pp. 4-5.]

        For these reasons, in PSI’s view, a reserve margin of at least 15% is necessary for PSI in today’s environment. Ms. Jenner explained, however, that PSI continues to evaluate how best to optimize its planning reserve margin level. She noted that, in light of the age of PSI’s generating system, the large impact that weather can have upon actual loads, and the impact of losing the largest unit on the system (one of the five Gibson units), a higher planning reserve margin may be desirable. [Pet. Ex. D (Jenner), pp. 5-6.]

    Dr. Borum, Director of the IURC’s Electricity Division and a member of the IURC Testimonial Staff in this case, concurred that a planning reserve margin of at least 15% is necessary for PSI. Dr. Borum testified that “Staff believes that a reserve margin of 15% for planning purposes is at the low end of reasonableness. . . . Given the size of a single Gibson unit relative to PSI’s projected peak load, Staff believes that PSI could justify using as much as a 10% margin for unit forced outages and derates rather than the current 8%.” [IURC Staff Report No. 1 (Borum), p. 11.]

    d.        Type of Capacity Needed. Mr. Esamann emphasized in his testimony that PSI’s generating system is heavily weighted toward baseload, with only 9% of its capacity consisting of peaking capacity. At the same time, PSI’s current aggregate customer load profile indicates that, optimally, as much as 20% of its capacity should be comprised of peaking capacity. For these reasons, in PSI’s view, its next capacity additions should be peaking capacity. [Pet. Ex. B (Esamann), p. 18-20; Pet. Ex. B-2 (Esamann).]

        Petitioners’ witness James E. Rogers, Chairman and CEO of both Cinergy and PSI, explained that he believes that the addition of gas-fired generation is an excellent choice for PSI from both a flexibility and a risk mitigation perspective. Mr. Esamann also testified that gas-fired peaking capacity is the obvious choice, in terms of improving PSI’s fuel diversity (currently 89% coal-fired) and potentially mitigating PSI’s exposure to future environmental regulations and costs. Petitioners’ witness William F. Tyndall, Vice President of Environmental Services and Federal Affairs for Cinergy, supported this view, as well. Mr. Tyndall’s testimony discussed a series of major environmental requirements looming on the horizon that will impact coal-fired units far more than they will gas-fired units. In Mr. Tyndall’s view, moving to increase the fuel diversity on the PSI system and decrease the average age of the PSI portfolio can be characterized as an insurance policy to protect PSI against these oncoming environmental risks and costs. [Pet. Ex. A (Rogers), pp. 22-24; Pet. Ex. B (Esamann), p. 21; Pet. Ex. B-2 (Esamann); Pet. Ex. K (Tyndall), pp. 5-6; 13-14.]

8.     PSI’s Integrated Resource Planning Process. One objective of the integrated resource planning (“IRP”) process is to determine an optimal combination of resources that can be used to reliably and cost-effectively meet customers’ future electricity requirements. In the present proceeding, PSI considered a multitude of resource options and combinations of options in its IRP process, including DSM programs, peaking units, combined cycle units, coal-fired units, fuel cells, renewable resources (such as wind and solar), and purchased power. [Pet. Ex. D (Jenner), pp. 3, 7-8.]

        PSI’s evidence described at length the resource planning process that was used to first identify the range of viable alternatives, and then narrow those choices to the best alternative. The initial steps in PSI’s IRP process consisted of the development of planning objectives and assumptions, and the preparation of an electric load forecast. The major objectives of PSI’s IRP process are to: (1) provide adequate, reliable and economical service to customers while meeting all environmental requirements; (2) maintain the flexibility and ability to alter the plan in the future as circumstances change; (3) choose a near-term plan that is robust over a wide variety of possible futures; and (4) minimize risk. Assumptions used in PSI’s IRP process include economic factors, environmental regulations, fuel prices, and supply-side, demand-side, and environmental compliance resource costs. PSI’s electric load forecast presented in this case and sponsored by Dr. Stevie was discussed supra. [Pet. Ex. D (Jenner), pp. 8-9.]

        Once PSI’s demand-side resource programs and impacts were factored into the IRP, the next major steps in the process were identification of, screening of, and performing sensitivity analysis around the cost-effectiveness of potential electric supply-side resources. PSI considered over one hundred different supply-side resource alternatives in its IRP process. PSI used several sources to obtain information about potential resource options and costs, such as EPRI’s Technical Assessment Guide® (“EPRI TAG®”) for up-to-date information about both conventional and advanced power generation technologies; PSI-specific price estimates for combustion turbines, combined cycle units, and repowering PSI’s Edwardsport Station; a study from an outside engineering firm for new pulverized coal and fluidized bed plants; and the 2001 “Repowering the Midwest” report for additional information about the costs of renewable energy options. [Pet. Ex. D (Jenner), pp. 9-10.]

        As explained by PSI, screening is a necessary step because of the size and “run time” limitations of the integration model. The first screen is a technical screening, performed to eliminate technologies that are not feasible in PSI’s service territory. The next screen is an economic screening of the technologies within each technology “class” to determine the “best in class.” Finally, an economic screen is performed across the classes to select the final set of alternatives to model. [Pet. Ex. D (Jenner), p. 10-12.] In connection with its supply-side screening process, PSI performed sensitivity analyses on each “best in class” final technology type in the 2001-2010 modeling period, to determine what assumption changes would be necessary to move each into the economic group. In PSI’s view, using the screening model rather than performing all sensitivities at the end of the analysis, is more efficient and gives PSI a better understanding of the magnitude of changes in certain assumptions that will affect resource decisions. [Pet. Ex. D (Jenner), p. 12.]

        The next step in the process is integration. The goal of the integration process is to take all of the pre-screened demand and supply-side options, along with environmental compliance plans, and develop an integrated resource plan using a consistent method of evaluation. The primary tool used to perform this final integration is the STRATEGIST® computer model.

STRATEGIST® is a commercially available and widely-accepted system expansion model. The STRATEGIST® computer model uses load forecast and other data, in concert with data concerning existing generating units, demand-side resources, environmental compliance resources, and future supply-side resource alternatives, to simulate electric production system operation. The STRATEGIST® model then dynamically analyzes the cost-effectiveness of a multitude of combinations of the resource alternatives resulting from the screening analyses described previously, ultimately producing a number of resource expansion plans that meet the prescribed technical reliability criteria. The expansion plans produced by the STRATEGIST® model are ranked from lowest to highest in terms of present value revenue requirements (“PVRR”). By comparing the PVRR of the various plans selected by the model, the utility can compare the forecasted costs of the various expansion plans. However, Ms. Jenner stressed that while the PVRR of each plan is a key factor in selecting a plan, the plan should also take into account other issues, such as flexibility, risk, availability of equipment, constructability, and transmission constraints. [Pet. Ex. D (Jenner), pp. 14-15.]

        The screening described above resulted in a number of alternatives being included in the integration modeling process, along with the Madison and Henry County plant purchase option. These alternatives included simple cycle CTs (including the Madison and Henry County plants), repowering of PSI’s Edwardsport Station, “Greenfield” combined cycle units, 100 MW block purchases from the wholesale market, and fuel cells. The estimated costs of these various alternatives were included in the integration modeling process, as well. The costs of the various alternatives were obtained from a number of sources, including Cinergy engineers, EPRI TAG® data, general market data, wholesale power market price forecasts provided by ICF Consulting, and fuel price forecasts provided by both Cinergy personnel and outside consultants. In addition, the integration modeling process included projected levels of demand reductions from PSI’s traditional DSM programs, from PSI’s interruptible and as available customer-specific contracts, and from PSI’s PowerShare and Real-Time Pricing programs. [Pet. Ex. D (Jenner), pp. 13, 15-16.]

        The integration modeling process produced over 4200 different long-term expansion plans. PSI identified the Henry County/Madison plan as the “number one” plan, with the lowest PVRR. In fact, out of the more than 4200 expansion plans produced by the integration model, the top 20 of such plans (ranked on a PVRR basis) included the purchase of the Madison and Henry County plants as components of those plans. [Pet. Ex. D (Jenner), pp. 16, 17.]

        PSI next analyzed the Henry County/Madison plan and three other low-PVRR/ plans for further sensitivity analysis, focusing on the first five years of the planning period. The primary differences between the plans during the first five years concerned the timing of capacity additions, the types of capacity additions, and the magnitude of purchases from the wholesale market. The purpose of this additional sensitivity analysis was to explore the impact of changes in possible alternative futures on certain plans, with the goal being to find out whether the best plan or plans (from cost-effectiveness or reliability standpoints) are robust enough to withstand changes in certain future variables. The following major sensitivities were analyzed at this integration stage: changes in gas prices, changes in wholesale market power prices, and changes in service area load. The sensitivity analysis indicated that, while there is little comparative downside risk with the Henry County/Madison plan from changes in gas prices, changes in load level, or decreases in market prices, there is tremendous comparative downside risk with the alternative plans with respect to wholesale power market price increases, due to the high levels of purchases contained in those plans. [Pet, Ex. D (Jenner), pp. 16-21.]

        PSI’s IRP process also included the consideration of risk-related qualitative or judgment factors. Specifically, PSI considered factors such as construction, siting and permitting delays applicable to construction of new capacity. PSI witness Jenner noted that these construction risks are not present with the Madison and Henry County plants, as both plants are already sited, permitted, constructed, and operating. In addition, PSI considered factors such as pricing, non-performance, supplier credit, and deliverability risks associated with the purchase of imported power. Ms. Jenner also noted that these purchased power risks would not be present with the acquisition of the Madison and Henry County plants. Finally, PSI considered risks associated with future environmental regulations, although as Ms. Jenner pointed out, because all of the top resource alternatives consisted of gas-fired generation and market purchases, environmental risks did not play a significant role in this analysis. [Pet. Ex. D (Jenner), p. 22.]

        PSI ultimately selected the Henry County/Madison plan as its preferred IRP plan, based on the results of both its quantitative and qualitative analyses. The economic analysis slightly favored the Henry County/Madison plan, and the qualitative, risk-related factors all tended to support the Henry County/Madison option. Ms. Jenner characterized the influence of these qualitative factors as “confirming that the selection of the Henry County/Madison Plan is the right course of action for PSI.” In sum, PSI believes that the purchase of the Madison and Henry County plants presents the optimal solution for meeting its customers’ electricity needs in a reliable, low-risk, and cost-effective manner over the long term. [Pet. Ex. D (Jenner), p. 23; Pet. Ex. B (Esamann), pp. 5-6.]

        The IURC Testimonial Staff conducted an in-depth examination of PSI’s IRP process in connection with preparing its reports for this Cause. Dr. Borum concluded in testimony that “[t]he analysis by PSI was reasonably well done and substantiates that PSI’s recommended resource plan is one that can do well over a range of uncertainties.” [IURC Staff Report No. 1 (Borum), p. 22.]

9.     Statutory Alternatives Considered in PSI’s Integrated Resource Planning Process. Ind. Code § 8-1-8.5-4 requires that the Commission, in acting upon any petition for the construction, purchase, or lease of any facility for the generation of electricity, take into account the Petitioner’s current and potential arrangement with other electric utilities for (a) the interchange of power; (b) the purchase of power; (c) the pooling of facilities; (d) joint ownership of facilities; and other methods of providing reliable, efficient, and economical electric service, including (e) the refurbishment of existing facilities; (f) conservation and load management; and (g) cogeneration and renewable energy sources.

        In accordance with IC § 8-1-8.5-4, a petitioner must fully address the enumerated alternatives in order for the Commission to make an informed decision as to whether a pending proposal is in the public interest. As we noted in In re Petition of PSI Energy, Inc., Cause No. 41924, the statute does not require a utility to exhaust all statutory alternatives before it may request a CPCN for new capacity. Id. at p. 5. Rather, what is important is that the Commission be given enough information so that the Commission can take into account all of the enumerated alternatives in making its determination. Id. The statute does not limit the Commission’s discretion to weigh the importance of each alternative in determining the public interest. Id. We consider the evidence on each of these statutory alternatives as follows:

a.     The Interchange of Power. With regard to interchange power, the evidence indicates that interchange power is useful when available and economic to meet short-term system needs. PSI regularly uses interchange power as it continuously dispatches its generation and market purchases to meet its native load customers’ demand requirements. But, in its testimony presented in this Cause, PSI indicates that it believes that hourly spot purchases are not a good substitute for, and cannot be depended upon to take the place of, firm capacity such as on-system generation and forward reliability purchases. [Pet. Ex. B (Esamann), pp. 36-37.]

b.     The Purchase of Power. Over the past few years, PSI has relied on forward reliability purchases to help meet its native load customers’ peak load requirements. Even with the addition of the Madison and Henry County plants, PSI expects to continue to rely on such power purchases as a component of its supply portfolio necessary to maintain system reliability, albeit in lesser amounts than the almost 900 MWs of forward purchases needed for Summer 2002. However, PSI determined in its testimony that the use of purchased power must be compared to the addition of on-system resources, both from reliability, risk, and economic perspectives. [Pet. Ex. B (Esamann), pp. 33-34.]

        PSI’s integrated resource planning analysis considered purchased power as an alternative, both quantitatively and qualitatively, and compared that alternative to the purchase of the Madison and Henry County plants in terms of economics, risk, and reliability. [Pet. Ex. B (Esamann), pp. 33-34; Pet. Ex. C (Rose), pp. 20-27; Pet. Ex. D (Jenner), pp. 15-23; Pet. Ex. H (Snead), pp. 12-13.] Quantitatively, PSI’s IRP analysis considered purchased power alternatives by means of utilizing a wholesale power price forecast, as it has done in past IRPs and in past CPCN cases.

        The wholesale power price forecast used in the IRP process was developed by ICF Consulting (“ICF”), using ICF’s proprietary Integrated Planning Model. [Pet. Ex. D (Jenner), p. 17; Pet. Ex. C (Rose), pp. 2-4; Pet. Ex. C-1 and C-2 (Rose).] ICF’s wholesale power price forecast, consisting of an assessment of wholesale power prices for the Southern ECAR region, was included in PSI’s IRP process via the STRATEGIST® model. The price projections developed by ICF were used by PSI as a resource alternative, specifically, continued reliance on market-priced block purchases of 5x16 power for peak periods (e.g., July and August). ICF’s wholesale power price forecast is based on detailed, region-wide generating unit-level data, publicly reviewed assumptions with regard to the costs and performance of electric power supply options, with full integration of fuel and environmental markets. ICF’s proprietary forecasting model forecasts prices, generation dispatch, transmission, capacity expansion, fuel choice, environmental compliance, coal prices, and emission allowance prices. [Pet. Ex. C (Rose), p. 36; IURC Staff Report No. 1 (Borum), p.13.]

        ICF developed a “base case” wholesale power price forecast, as well as several sensitivity scenarios: a high natural gas prices scenario; a low natural gas prices scenario; a higher market price (high demand growth) scenario; and a lower market price (high power plant supply) scenario. PSI used ICF’s base case forecast, and all four of ICF’s sensitivity scenarios, in its IRP process. [Pet. Ex. C (Rose), pp. 45-46; Pet. Ex. D (Jenner), pp. 15-16, 20; IURC Staff Report No. 1 (Borum), p. 14.]

        ICF’s wholesale power price forecast assumes the wholesale markets are perfectly competitive, and does not attempt to quantify certain risks associated with a utility’s reliance on imported purchased power, such as supplier credit risk and transmission/deliverability risk. Similarly, PSI’s quantitative IRP modeling process did not attempt to assign any costs to such risks. Thus, if anything, ICF’s wholesale power price forecast and PSI’s quantitative IRP process are biased in favor of the purchased power alternative. [Pet. Ex. C (Rose), pp. 38-39; Pet. Ex. O (Esamann), p. 8; 10/21/02 cross-examination of Mr. Rose.] Even with this preferential treatment accorded purchased power, the purchased power alternative was determined to be less economic than the purchase of the Madison and Henry County plants over the long term. Dr. Borum, noted that “Staff is of the opinion that the terms of a unit power purchase agreement for a peaker facility over a long period of time (e.g., 10-20 years) is likely to closely track the cost of owning, building and operating a combustion turbine.” [Pet. Ex. D (Jenner), p. 22; Pet. Ex. C (Rose), p. 20; IURC Staff Report No. 1 (Borum), p. 16.]

        PSI also qualitatively considered the purchased power alternative in its IRP process. Specifically, PSI considered the relative advantages and disadvantages of the purchased power alternative as compared to the purchase and ownership of the Madison and Henry County plants. Potential advantages of purchased power noted by PSI include optionality, price transparency and, with long-term asset-backed purchases, some assurance of source of capacity and costs.

Disadvantages and risks of relying on imported purchased power identified by PSI include: market price volatility risk; potential scarcity of power available on the market; supplier credit risk; transmission constraint/deliverability risk; and lack of ownership and control of the assets used to produce the power. [Pet. Ex. B (Esamann), pp. 10-14; Pet. Ex. C (Rose), pp. 20-22.]

        In its testimony, PSI focused on the state of the wholesale power market today, and the risks of reliance on purchased power instead of utility owned assets. PSI ultimately rejected the purchased power alternative in favor of the purchase of the Madison and Henry County plants.

PSI’s decision was based on several factors, including: the superior economics over the long term of the Madison/Henry County plant purchase option as compared to the purchased power option; the size of PSI’s capacity need; the risks prevalent in the wholesale markets today; and the increased reliability and reduced risk associated with relying on power plants that are already built and operational, are directly interconnected to the Cinergy transmission system, and will be subject to the ownership and control of PSI. In PSI’s view, purchasing the Madison and Henry County plants will effectively eliminate the transmission deliverability risks associated with importing large amounts of purchased power. Further, PSI concluded that purchasing the two plants will reduce PSI’s exposure to the volatility, the uncertainty, and the credit risks inherent in today’s wholesale power market. [Pet. Ex. D (Jenner), pp. 22-23; Pet. Ex. H (Snead), pp. 12-13; Pet. Ex. C (Rose), pp. 20-22; Pet. Ex. A (Rogers), pp. 18-21.]

c.     The Pooling of Facilities. PSI testified that it believes that power pooling is not a viable alternative to the acquisition of the Madison and Henry County plants. PSI presented evidence that growth in the power marketing industry, along with ECAR’s automatic reserve sharing system, helps ensure that the use of existing resources is maximized. Nevertheless, there is a demonstrated need for additional capacity resources in the ECAR region, according to Petitioners’ witnesses Esamann and Rose. Mr. Esamann further testified that pooling of facilities does not add any incremental capacity to the regional mix, and until such time as supply is adequate to meet and exceed demand in the region, pooling is not a viable option. [Pet. Ex. B (Esamann), pp. 37-38.].

d.     Joint Ownership of Facilities. PSI presented evidence that joint ownership is not a viable alternative to the acquisition of the Madison and Henry County plants, due to PSI’s current large capacity needs, its low on-system reserve margin, and its current need for peaking capacity. PSI testified that it is not opposed to joint ownership; and indicated that at present, Petitioner jointly owns both generating and transmission facilities: the Gibson Station Unit No. 5 is jointly owned, and PSI’s transmission system is jointly owned with Wabash Valley Power Association, Inc. and the Indiana Municipal Power Agency. [Pet. Ex. B (Esamann), p. 38; Pet, Ex. H (Snead), p. 4.]

e.     The Refurbishment of Existing Facilities. PSI presented evidence that it has considered the refurbishment of existing facilities. PSI noted that it has had a refurbishment or engineering condition assessment program (“ECAP”) in place for many years. PSI testified that it has performed an ECAP assessment on a number of its generating units and has taken steps necessary to preserve the existing capacity of those units. PSI has also made system improvements aimed at maintaining and improving the reliability of its generating system. [Pet. Ex. G (Roebel), p. 7.]

f.     Conservation and Load Management. PSI presented evidence that, given the substantial need for capacity on the PSI system, additional conservation or load management programs are not a realistic substitute for the purchase of the Madison and Henry County plants. PSI currently has in place a number of conservation and load management programs, including traditional DSM programs, interruptible contracts, real time pricing, and PowerShare.

Combined, all of these demand-side programs contributed approximately 350 MWs of peak demand reduction capability during the summer of 2002. PSI’s most recent DSM settlement agreement, which was approved by the Commission on May 31, 2002, in Cause No. 41875, increases funding for its existing programs and adds two new pilot programs, including a load management program for mass-market customers, and a solar power program that gives incentives to customers to install solar generators. PSI’s resource plan continues to rely on these demand reductions for the upcoming years. [Pet. Ex. E (Stevie), pp. 15-18; Pet. Ex. F (Darnell), pp. 3-9; Pet. Ex. D (Jenner), pp. 26-28.]

        PSI witness Diane Jenner presented analyses indicating that even when she doubled the incremental DSM program impacts and included a system-wide direct load control component at aggressive participation levels, the capacity from the Madison and Henry County plants was still required to meet a minimum 15 % reserve margin for 2003 and beyond. Similarly, even when Ms. Jenner assumed aggressive real-time pricing and PowerShare CallOption impacts the Madison and Henry County plant capacity was still needed. In sum, PSI believes its need for additional capacity is just too great to be met through increased conservation and load management programs alone. [Pet. Ex. D (Jenner), pp. 24-25, 29; Pet. Ex. D-9 (Jenner); Pet. Ex. B (Esamann), p. 12.] On this point, Dr. Borum of the IURC Testimonial Staff testified that “[t]he immediacy and size of the resource requirements (over 700 MW in 2003) mean that DSM programs, no matter how ambitious and efficiently implemented, cannot be realistically considered to significantly close this resource gap.” [Staff Report No. 1 (Borum), p. 5.]

g.     Cogeneration and Renewable Energy Sources. PSI presented evidence that cogeneration and renewable energy sources are not adequate alternatives to the purchase of the Madison and Henry County plants. Mr. Rose pointed out that ICF forecasts that some cogeneration will be added over time, but the economic potential is limited compared to some other areas of the country. ICF’s conclusion derives from its assessment of the boiler population/steam loads in the U.S., limited prospects for key industries in the ECAR area with large steam loads (e.g., integrated blast furnaces), and the only moderate economics of cogeneration in the ECAR region due to low non-peak electricity prices. [Pet. Ex. C (Rose), p. 18.]

        In developing its IRP, PSI included the cogeneration capacity PSI expects on its system over the period of the IRP. PSI’s IRP analysis also included a number of renewable resources including wind, solar and fuel cells. With the current state of technical development and the costs of these technologies, PSI concluded that none of the options was economically attractive in the time frame required. PSI’s resource plan does call for the addition of fuel cells in the later years, assuming the technology develops as anticipated. [Pet. Ex. D (Jenner), pp. 28-29.]

10.     Intervenor Criticisms of PSI’s Proposal. MWIPS and PSI-IG directed four basic criticisms toward Petitioners’ proposal: (1) they both criticized PSI’s resource planning process for its lack of use of a “Requests for Proposals” (“RFP”); (2) MWIPS in particular criticized PSI’s preference for an “iron-in-the-ground” solution to its capacity needs, as opposed to what it termed a “pay-for-performance” purchased power arrangement; (3) MWIPS and PSI-IG questioned the reasonableness of the proposed plant purchase prices; and (4) MWIPS, and to a lesser extent PSI-IG, questioned Cinergy’s motives for proposing to transfer the plants to PSI.

        Intervenors did not dispute the reasonableness of ICF’s wholesale power price forecast, the manner in which PSI used that forecast in its IRP analysis, or even PSI’s overall IRP analysis. Rather, Intervenors focused almost exclusively on the fact that PSI did not conduct an RFP. With regard to PSI’s decision not to utilize an RFP process, MWIPS and PSI-IG took the position that PSI’s proposal should be rejected by the Commission based on the lack of an RFP.

MWIPS also recommended that the Commission institute a structured RFP process and order PSI to conduct an RFP consistent with that process. [MWIPS Ex. 1 (Roach), pp. 6, 45-49; PSI-IG Ex. 1 (Phillips), pp. 7-8.]

        PSI-IG witness Nicholas Phillips, Jr., a consultant and a principal with the firm of Brubaker & Associates, took the position that in circumstances such as this, where a utility seeks to purchase generating facilities from an affiliate, an RFP is a “necessity.” In Mr. Phillips’ view, price and a host of non-price factors (reliability, deliverability, delivery location, etc.) can simply be factored into an RFP by utilizing a performance-based contract. [PSI-IG Ex. 1 (Phillips), pp. 8-10.]

        MWIPS argued that PSI’s IRP process was deficient due to its lack of RFP results. In MWIPS’ view, because PSI did not go through an RFP process, PSI’s IRP analysis contained only “hypothetical,” as opposed to “real world,” resource alternatives. MWIPS’ witness Craig R. Roach, a partner with Boston Pacific Company, identified what he believed to be a minimum of 16 “real world” alternatives that PSI should have evaluated explicitly in its IRP process. Dr. Roach went so far as to suggest that PSI’s IRP analysis could be considered a “distraction” that could divert the Commission’s attention from the real issues at hand. [MWIPS Ex. 1 (Roach), pp. 7-17, 22.]

        With regard to MWIPS’ proposal for a structured RFP process, MWIPS’ witness Roach made clear that the end result of such an RFP process “must be one or more pay-for-performance contracts.” Other essential elements of MWIPS’ structured RFP process include: PSI must bid and must be held to its bid; an independent third-party evaluator should lead bid evaluation efforts; PSI should be required to bid all capacity needs through 2005 (with subsequent RFPs to be used to fulfill additional PSI capacity needs in 2006 and thereafter); bids having differing term lengths should be compared by annuitizing the present values of the bids and comparing the annuities; and the Commission and Commission Staff should actively participate in both bid design and bid evaluation. [MWIPS Ex. 1 (Roach), pp. 6, 46-49.]

        In connection with his 16 “real-world” alternatives that MWIPS indicated could be used to fulfill PSI’s capacity needs via a purchased power arrangement, in his prefiled testimony Dr. Roach addressed the credit quality issues, raised by PSI with respect to the owners of those 16 alternatives, stating “these ratings are somewhat fluid and could change in the near future.” At the October 21, 2002 evidentiary hearing, Dr. Roach stated on cross-examination that there had been “a couple” of credit quality changes from what he laid out in his prefiled testimony. [MWIPS Ex. 1 (Roach), p. 18; 10/21/02 cross-examination of Roach.]

        In its testimony MWIPS’ exhibited a strong preference for retail utilities such as PSI to rely on imported purchased power as opposed to utility-owned and controlled generating plants to meet their service obligations. MWIPS witness Roach testified that he believes that pay-for-performance purchased power arrangements offer more certainty while shifting risks away from retail customers. Specifically, Dr. Roach claimed that purchased power arrangements are preferable to utility-owned generation in the following ways: a fixed or fixed-formula capacity price; a “performance guarantee” tied to that capacity price; a fixed-formula energy price; a fixed-formula price for both fixed and variable O&M costs; and a conventional force majeure clause (i.e., performance excused when events occur that are out of control of either party). [MWIPS Ex. 1 (Roach), pp. 23-25.] In Dr. Roach’s view, purchased power arrangements manage and minimize risk better than plant ownership. Risks specifically identified by Dr. Roach in this context were: equipment cost and performance risk; construction risk; financing risk; fuel risk; and operating risk. Dr. Roach also opined that competitive power suppliers would be willing to “take on market risk,” as well, which he defined as entering into purchased power contracts of shorter duration than those implied by the plant purchase scenario. [MWIPS Ex. 1 (Roach), pp. 26-27.]

        PSI-IG witness Phillips testified that, in his opinion, the current wholesale power market is not that risky, and cited relatively low forward calendar 5x16 power prices for 2003-2005 in support of his opinion. Mr. Phillips suggested that PSI could build its own new combustion turbines, thus adding capacity to the region, while relying on power purchases in the interim period during such construction. [PSI-IG Ex. 1 (Phillips), pp. 7, 9-10.]

        MWIPS and PSI-IG questioned the reasonableness of the proposed plant purchase prices. MWIPS witness Roach was of the opinion that the pre-Settlement Agreement proposed purchase prices were “at the high end of the potential range of capital costs for a peaking plant.” While Dr. Roach acknowledged that publicly available capital cost information is difficult to obtain, due to plant owners’ confidentiality concerns, he cited three bases as support for his assertion that the pre-Settlement Agreement prices were at or above the high end of a reasonable range of peaking plant capital costs: (1) published capital cost estimates for other peaking plants obtained from the Ohio Power Siting Board; (2) a Cinergy management presentation made in connection with the dissolution of the Cinergy/Duke Energy joint venture; and (3) pricing data relating to other plant sales. [MWIPS Ex. 1 (Roach), pp. 30-33.]

        PSI-IG witness Phillips also questioned the reasonableness of the pre-Settlement Agreement proposed purchase prices, noting that the proposed prices appeared to be significantly higher than industry standard prices for construction of conventional combustion turbines. Mr. Phillips also questioned the reasonableness of the Settlement Agreement proposed prices, citing generalized concerns with allowing transfers between an affiliate and a utility at net book value.

Finally, Mr. Phillips referred to the lower cost to construct one IPL peaking unit in 2000 as reported in Indianapolis Power & Light Company’s FERC Form 1. [PSI-IG Ex. 1 (Phillips), pp. 8-9; PSI-IG Ex. 4 (Phillips), p. 4.]

        PSI-IG also offered a portion of the prefiled testimony of Mr. Robert M. Endris and Dr. Peter M. Boerger in which they questioned the reasonableness of the pre-Settlement Agreement proposed purchase prices. Dr. Boerger questioned the reasonableness of including a “carrying cost” or “option value” component in the originally proposed purchase price, and raised several questions about an option value analysis performed by Mr. Rose. Dr. Boerger concluded that there should be no such component in the purchase price. [PSI-IG Ex. 2 and 3.] Mr. Endris cited the same Cinergy management presentation referred to by Dr. Roach and also questioned the comparison of the pre-Settlement Agreement proposed purchase prices with a detailed study preformed by Mr. Rose. Mr. Endris also offered his view that there were inconsistencies between the proposed purchase prices and information presented to Cinergy’s Board of directors. [PSI-IG Ex. 2 and 3.]

        As to the specific pricing prescribed by the Settlement Agreement, Dr. Roach claimed in his responsive testimony that the proposed purchase prices are still higher than comparable plant sales. And Mr. Phillips stated his opposition to the “date certain” aspect of the Settlement Agreement – i.e., the net book valuation of the plants at the earlier of the date of this IURC Order or December 1, 2002, with accrual of carrying costs from that “date certain” until the date of closing. In Mr. Phillips’ view, this “date certain”/carrying cost accrual component would unreasonably increase the cost of the assets. Additionally, Mr. Phillips testified that such carrying costs should not be calculated at PSI’s cost of capital in its last rate case, as that could result in customers paying more than PSI’s actual cost of capital. [MWIPS Ex. 2 (Roach), p. 4; PSI-IG Ex. 4 (Phillips), p. 8.]

        Finally, MWIPS questioned Cinergy’s motivation for proposing to transfer the Madison and Henry County plants to PSI, speculating that fear of falling prices drove Cinergy to propose the transfer. As support for his speculation, Dr. Roach cited his belief that, in their first year or two of operations the plants were not profitable. [MWIPS Ex. 1 (Roach), pp. 34-36; PSI-IG Ex. 1 ].

11.     Responses to the Positions Set-forth by the Intervenors. PSI stressed in its rebuttal testimony that is has a substantial need for additional peaking capacity, and indicated that the Madison and Henry County plants have the ability to reliably and efficiently meet that need. PSI also stressed that, with the turmoil in the wholesale power markets, no one except MWIPS, a group with a vested interest in promoting purchased power, was strongly advocating that PSI rely on imported purchased power to meet its significant capacity needs. Both PSI President Esamann and ICF expert Judah Rose noted the irony of advocating a purchased power solution at a time when PSI has almost zero electricity reserves and while the wholesale power market is experiencing the worst credit crisis in its history. [Pet. Ex. O (Esamann), p. 2; Pet. Ex W (Esamann), pp. 2-3; 10/21/02 cross-examination of Rose.]

        PSI indicated that an RFP process is but one means of gathering data and considering resource alternatives, and is not necessarily the best way to gather data. Moreover, PSI testified that it believed that an RFP would add little or no value in this case, due to PSI’s legitimate desire for directly interconnected “iron-in-the-ground” resources. Regardless of the possible value of an RFP, PSI concluded that the Intervenors’ testimony merely reflects an unsubstantiated contention that “there might be a better deal out there somewhere,” while ignoring PSI’s IRP analysis and the market data presented by PSI. [Pet. Ex. O (Esamann), pp. 2-3.]

        Petitioners and IURC Testimonial Staff both responded to Intervenors’ suggestion that PSI’s proposed purchase of the plants should be delayed in order for PSI to go through an RFP process. Both parties emphasized the importance of finalizing a lengthy IRP and CPCN process, the necessity of making and implementing resource decisions almost a year into the process, and the risks involved if PSI were to delay implementation of its resource plan. Dr. Borum noted that any decision to defer the acquisition of the peaking plants must recognize numerous uncertainties and the associated risks, including: the likely need to initiate and fully process a new, lengthy CPCN proceeding for other proposed capacity additions; construction lead time for such capacity additions; and the volatility, transmission, and other risks associated with relying heavily on purchased power in the interim. [IURC Staff Report No. 4 (Borum), p.3; IURC Staff Report No. 2 (Johnston), pp. 8-9; Pet. Ex. O (Esamann), pp. 25-28; Pet. Ex. Q (Murdock), pp. 4-9.]

    Mr. Esamann observed that, at its essence, this case is about pricing. Specifically, what is a fair and reasonable price for PSI to pay for the Madison and Henry County peaking plants. In PSI’s view, the Settlement Agreement reflects cost-based pricing, the economics of which are supported by PSI’s IRP analysis and are consistent with the costs and sales prices of truly comparable plants. [Pet. Ex. O (Esamann), p. 3; Pet. Ex. V (Esamann), pp. 3-6; Pet. Ex. W (Esamann), pp. 4, 8-10.]

a.     PSI’s Planning Process and the Lack of an RFP. (1) The RFP Issue. Several of Petitioners’ witnesses responded to Intervenors’ suggestion that PSI’s integrated resource planning process was fatally flawed by the lack of an RFP process. Briefly summarized, Petitioners’ witnesses explained the uncertainties and complexities inherent in relying on an RFP process, particularly an RFP seeking long-term peaking power, concluding that in many cases an RFP process adds little value in terms of market data, certainty, or even achieving a contract.

        Dale A. Murdock (an independent consultant associated with ICF) testified that he believes that the RFP process is not, and should not be represented as, a simple exercise whose outcome will provide efficient certainty. An RFP that is carefully written to capture the essence of the types of energy products and services equivalent to owning and/or fully controlling dispatchable peaking generation will by nature and necessity be very complex. According to Mr. Murdock, it is by no means certain that the outcome of an RFP process will provide an accurate representation of known or knowable resource alternatives. Mr. Murdock further emphasized that RFPs are not the only means of identifying market alternatives and are not the predominant means used by wholesale market participants to transact energy. In fact, the amount of energy purchased through RFPs represents a small fraction of the energy bought and sold in the wholesale market. [Pet. Ex. Q (Murdock), pp. 4-5.]

        Effectively using RFPs to deal with critical issues such as transmission service and transmission cost is particularly problematic, according to Mr. Murdock. These issues can greatly complicate the process of evaluating proposals from multiple suppliers. Because power plants are location specific, each will have a different set of constraints associated with transmission access, capacity, and congestion. Normalizing these differences, particularly for a long-term contract, can be a difficult process. In fact, bidders often specify an alternative delivery location than that requested by the utility, leaving the problem of transmission congestion and residual transmission capacity needs for the utility. [Pet. Ex. Q (Murdock), p. 7.]

    Mr. Murdock also noted specific complications presented when using an RFP for peaking capacity. By definition, the need for capacity during times of system peak implies a corresponding need for a high degree of flexibility, reliability and control. The utility, in this case PSI, needs to be able to quickly dispatch the peaking capacity when system conditions so require. Developing language for an RFP, and eventually developing an operational contract that approaches the control that plant ownership brings, is particularly difficult for highly flexible peaking resources. [Pet. Ex. Q (Murdock), pp. 7-8.]

Another important and complex RFP issue involves supplier credit risk. Mr. Rose pointed out that purchasing power from companies that are not regulated is likely to involve more credit-related risks than having PSI own it. In the event the power supplier defaults, PSI would have to contract for a supply of replacement power. This could require the purchase of more expensive power if prices in the market are high at that point in time. Attempting to address these credit-related issues in an RFP is a complicated and uncertain task. Unfortunately, as Mr. Rose noted, credit concerns in the wholesale power industry are particularly relevant today. [Pet.     Ex. P (Rose), pp. 18-19.]

        In response to PSI-IG’s contention that an RFP is necessary due to the affiliate nature of the proposed transactions, Mr. Esamann emphasized that, while this is an affiliate transaction, this proposed transaction is very public, and the Commission and the parties have had over 10 months to scrutinize the proposal in detail. Mr. Rogers testified that these plants were developed with the idea that they might later be transferred to PSI to meet PSI’s growing capacity needs. In addition, the proposed purchase prices are cost-based (based on the plants’ net book values). While Cinergy and PSI do not have an arms’ length relationship, the Settlement Agreement (and the substantially reduced purchase prices reflected in that Settlement Agreement) are the product of arms’ length bargaining between Petitioners on the one side, and the OUCC and the IURC Testimonial Staff on the other. [Pet. Ex. W (Esamann), pp. 8-9.]

The IURC Testimonial Staff commented on the RFP issue as well. Mr. Johnston expressed his opinion that a utility can adequately assess wholesale market options in its IRP process by means of a wholesale market forecast, as PSI has utilized in this case. In his testimony, Mr. Johnston recognized that Hoosier Energy had issued an RFP for peaking power in late 2001, but found that the RFP responses it received were similar to Hoosier’s proposed costs of acquiring and building its own new peaking plants. At the same time, Hoosier Energy noted that there were a number of non-price related factors which favored ownership and control of its own plants, including transmission risk; construction risk; the availability of the resources to be used to meet operating requirements; and advantages in scheduling and dispatching. [IURC Staff Report No. 2 (Johnston), pp. 2-10.]

(2)     Discussion of Possible Alternatives. Ms. Jenner testified that PSI considered over 100 supply-side resources as potential alternatives. While many of the alternatives were generic resources from the EPRI TAG®, there were also estimates prepared by Cinergy’s engineering group to install specific combustion turbines (7EA and 7FA CTs) at sites on the PSI system.

PSI’s IRP process also considered an estimate to repower its Edwardsport Station; estimates to install new coal-fired generation at a site in Northern Kentucky; DSM programs; and, numerous renewable resources (such as wind, solar and biomass) based on cost estimates contained in the “Repowering the Midwest” report. [Pet. Ex. R (Jenner), p. 2.] Ms. Jenner also testified that PSI considered purchased power in its IRP based on detailed, region-wide, generation-unit data, costs and performance of power supply options, and fully integrated fuel and environmental markets. [Pet. Ex. R (Jenner), p. 3; Pet. Ex. C (Rose), p. 36.]

(3)     Response to the Alternatives Identified by the Intervenors. Mr. Esamann addressed Dr. Roach’s testimony regarding the 16 “real world” alternatives that Dr. Roach indicated that PSI failed to explicitly evaluate in its IRP process. First, Mr. Esamann addressed the plants on Dr. Roach’s list that have been cancelled, delayed or are no longer under construction. Next, Mr. Esamann discussed the plants whose capacity is already committed to other utilities. Mr. Esamann then testified regarding plants that are not directly interconnected to the Cinergy transmission system. Mr. Esamann next discussed the non-peaking plants on the list, and indicated that PSI’s capacity need is for peaking power. [Pet. Ex. O (Esamann), pp. 18-25.] In his testimony Mr. Esamann indicates that, with respect to the two remaining plants on Dr. Roach’s list that he had not previously discussed, Cinergy had previously explored purchasing those two plants (Wheatland and Duke Vermillion), but the prices were too high.

b.     Utility Owned Assets and Purchased Power Arrangements.

(1)     Purchased Power Testimony. PSI’s evidence demonstrates that the wholesale market continues to exhibit great potential for unexpected price spikes. This potential for price spikes and price volatility stems from the potential gap between available supply and demand during peak demand periods. This potential gap, and the associated potential for price volatility, is exacerbated by the recent cancellation of thousands (approximately 75,000) of megawatts of planned construction of new generating capacity across the country. Mr. Rose testified that, in his opinion, the question is not whether there will be price spikes, but how frequent and how high they will be. [Pet. Ex. P (Rose), pp. 12-17; Pet. Ex. P-4 (Updated) (Rose); Pet. Ex. O (Esamann), pp. 10-11.]

        PSI concluded that heavy reliance on purchased power would require PSI to take on significant credit-related risk. In the event the supplier defaults on its contract to supply power, PSI would have to obtain replacement power. Market price volatility risks would come into play in such a situation. PSI would be at the mercy of then-existing market conditions and risks – including price and availability risks – in order to replace potentially hundreds of megawatts of needed capacity. [Pet. Ex. P (Rose), pp. 19-23; Pet. Ex. O (Esamann), pp. 11-12.]

        PSI indicated that two Indiana Utilities have experienced repercussions from the current wholesale power credit crisis. Hoosier Energy recently had its debt downgraded due to its relationship with Williams Energy. [Pet. Ex. P (Rose), p. 19.] And Wabash Valley Power Association recently had to obtain a replacement for a purchased power agreement with Enron, due to Enron’s descent into bankruptcy. See, In re Petition of Wabash Valley Power Assn., Cause No. 42185 (Ind. Util. Reg. Comm’n, October 10, 2002). As Mr. Rose testified on cross-examination, this is perhaps the worst time for a utility to be relying heavily on purchased power to meet its needs. [Pet. Ex. N (Rogers), pp. 9-10; Pet. Ex. P (Rose), p. 19; Pet. Ex. O (Esamann), p. 11; 10/21/02 cross- examination of Rose.]

        With regard to these qualitative, risk-related factors, IURC Testimonial Staff witness Johnston emphasized that there are non-price factors that should be considered in a utility’s resource decision-making process. One such factor is the extent to which the utility should be exposed to the market. In Mr. Johnston’s view, each utility’s management should weigh all of the relevant factors in order to arrive at an answer for their company that will enable it to meet its obligation to serve. [IURC Staff Ex. 2 (Johnston), p. 10.]

(2)     Possible Benefits of Pay-for-Performance Contracts Versus Benefits of Ownership of Madison and Henry County Plants. Mr. Esamann testified that he believed that the benefits of pay-for-performance purchased power contracts, touted by Dr. Roach, were largely illusory when compared to the benefits of PSI owning the Madison and Henry County plants. Mr. Esamann took issue with Dr. Roach’s claim that the capacity costs of a pay-for-performance contract would be known, whereas the costs of the Madison and Henry County plants are unknown. In reality, the capital costs and associated rate impacts of the plants will in large part be fixed based upon the purchase prices approved by the Commission in this case. Mr. Esamann testified that energy costs for both the plants and pay-for-performance contracts will likely vary with natural gas market fluctuations. Finally, Mr. Esamann challenged Dr. Roach’s position on contractual performance guarantees. He pointed out that contractual performance guarantees cannot and do not guarantee actual physical performance. Rather, they provide for financial consequences if physical performance does not occur.

        PSI presented actual operating data demonstrating that the Madison and Henry County plants are experiencing outstanding starting and operating reliability. On top of that, the Settlement Agreement contains two performance guarantees (described supra). [Pet. Ex. O (Esamann), pp. 15-16; Pet. Ex. V (Esamann), p. 8; Pet. Ex. V-1, p. 3.] Mr. Esamann and Ms. Jenner pointed out additional benefits offered by plant ownership over pay-for-performance purchased power contracts. These benefits include potential transmission cost savings; and savings offered by the purely dispatchable nature of owned plants. [Pet. Ex. O (Esamann), p. 17; Pet. Ex. R (Jenner), pp. 4-5.]

c.     Reasonableness of the Proposed Plant Purchase Prices. Petitioners supported the reasonableness of the proposed purchase prices ultimately reflected in the Settlement Agreement in several ways. First, Petitioners pointed to the cost-based nature of the pricing. As recognized by Dr. Borum, cost-based pricing between affiliates is generally considered to be acceptable by agencies such as the Securities and Exchange Commission. [Pet. Ex. V (Esamann), pp. 3-5; IURC Staff Report No. 1 (Borum), p. 24.]

        With regard to Cinergy’s internal valuation of the plants, Mr. Rogers explained that Dr. Roach and Mr. Endris had both misinterpreted the Cinergy management presentation made in connection with the dissolution of the Cinergy/Duke Energy joint venture. He pointed out that this report valued the Henry County Plant as of April 2001, before the plant was completed. Mr. Rogers also pointed out that, despite Dr. Roach’s assertion, Cinergy did not believe the Madison Plant to be less valuable than the Vermillion Plant; rather, Duke did and was willing to pay more for the Vermillion plant. Mr. Esamann explained what Mr. Endris perceived as inconsistencies in a Cinergy Board of Directors presentation were due to the treatment of carrying costs, inventory, and the cost of proposed inlet heater and quick start modifications at Henry County, in addition to whether the figure quoted included 100% or 64.24% (the native load portion) of Henry County. Mr. Rose explained that Mr. Endris was mistaken in his criticism of the use of his detailed study, not in the least because Mr. Endris ignored several caveats and comments reflecting the conservatism of the study and also ignored the fact that the fixed O&M costs of Madison and Henry County are lower than those of comparable units. [Pet. Ex. N (Rogers), pp. 18-19; Pet. Ex. O (Esamann), pp. 33-34; Pet. Ex. P (Rose), pp. 9-11.]

    Mr. Rogers directly addressed Cinergy’s and PSI’s motivation with respect to the proposed transfer of the Madison and Henry County plants. Mr. Rogers emphasized that Cinergy’s and PSI’s motivation has been and continues to be to meet PSI customers’ growing demands for electricity in the most economic, reliable and low risk manner. Even though the Madison and Henry County plants were initially developed on the merchant side of the business, Cinergy has always recognized – and articulated – the possibility that these plants would be used to meet PSI’s growing retail native load obligations. Specifically, Mr. Rogers pointed to a number of previous statements addressing this possibility, made by him as a witness in a December 1999 evidentiary hearing before the Commission (in Cause No. 41448). Those statements make clear that in Mr. Rogers’ and Cinergy’s view, by participating in the Cinergy/Duke Energy joint venture Cinergy was preserving the option for PSI to come to the Commission and request a CPCN to purchase these plants, to use these plants to meet PSI’s growing capacity needs. [Pet. Ex. N (Rogers), pp. 3-5.]

    Mr. Rogers 1999 testimony cited PSI’s dwindling reserve margins, and explained that the two plants were initially developed as merchant plants for purposes of expediency while preserving the option for retail native load customers: “we had a window of opportunity to buy this generation, if we were going to buy it in the regulated company, we’d had to come here, get a certificate, go through the process, and would have lost the opportunity to buy that generation. . . . It was an opportunity [to buy the generation] that arose in August 1999, and based on what we knew is that we had a couple of months to buy it.” [Pet. Ex. N (Rogers), pp. 5-6.]

        Once it became clear to PSI that purchased power was no longer the most economic and viable long-term resource option, and once the Duke Energy/Cinergy joint venture partnership was dissolved, thus giving Cinergy “free and clear” ownership of the Madison and Henry County plants, PSI analyzed the Madison and Henry County purchase option through its normal IRP processes. Once that analysis was complete, confirming PSI’s judgment since 1999 that new generation would soon be needed on the PSI system, PSI filed its CPCN petition with the Commission initiating this Cause. [Pet. Ex. N (Rogers), p. 7.]

12.     Other Provisions of the Settlement Agreement Relating to this Cause No. 42145. In addition to providing for the purchase by PSI of the Madison and Henry County plants at the purchase prices prescribed therein, the Settlement Agreement also addressed several other tangentially related issues: (1) an interim purchased power arrangement; (2) certain performance guarantees; (3) assignment of certain plant-related affiliate agreements; (4) specific ratemaking for the Henry County plant; and (5) certain revisions to Petitioners’ proposed asset purchase agreements. Petitioners addressed and supported each of these issues in initial testimony, rebuttal testimony, and testimony in support of the settlement agreement.

        With respect to the interim purchased power arrangement, Mr. Esamann explained that this provision came about as a result of the other Settling Parties’ desire to provide PSI and its customers with “seamless” access to the Madison/Henry County capacity until the plants are actually transferred to PSI. Further, the other Settling Parties desired to provide PSI and customers with access to the plants through the Summer of 2003, even in the event of federal agency disapproval of the transfers. Accordingly, the Settling Parties fashioned a unit power sales arrangement (very similar to the 2002 arrangement approved by the Commission in Cause No. 42196) whereby PSI will pay CC&T capacity and energy charges for the capacity, but will be refunded the capacity charges upon transfer of the plants. In the event of federal agency disapproval of the transactions, PSI will be entitled to recover the energy charges and 50% of the capacity charges from customers via a rate tracking mechanism. No party took issue with this provision of the Settlement Agreement. [Pet. Ex. V (Esamann), pp. 6-7; Pet. Ex. V-1.]

        With respect to performance guarantees, Mr. Esamann explained that in order to alleviate any doubts on these issues, the Settlement Agreement contains two short-term performance guarantees – a Madison transmission “hold harmless” provision and an operating reliability guarantee applicable to both plants. No party contested this provision of the Settlement Agreement. [Pet. Ex. V (Esamann), pp. 7-8.]

        The Settlement Agreement requires that PSI separate out for retail ratemaking purposes, the costs and revenues associated with 50 MWs of capacity of the Henry County plant. Mr. Esamann explained that this 50 MWs of Henry County capacity will “stand on its own” for ratemaking purposes, and neither the costs nor the revenues will be reflected in PSI’s retail rates. [Pet. Ex. V (Esamann), p. 9.]

13.     MWIPS’ Motion for Modification of Procedures. On October 16, 2002, just days prior to the Evidentiary Hearing scheduled in this Cause, MWIPS filed a “Motion for Modification of Procedures.” PSI-IG and Nucor subsequently joined in that Motion. At the close of the October 21, 2002 Evidentiary Hearing, MWIPS’ argued in favor of its Motion, and claimed that several of its members had indicated an interest in submitting purchased power bids to PSI. MWIPS requested that the Commission schedule additional filing and hearing dates to address these indications of interest.

        Petitioners, joined by IURC Testimonial Staff, opposed MWIPS’ motion. The primary basis for Petitioners’ opposition was that MWIPS had numerous opportunities since Petitioners initiated this case in December 2001 to submit whatever evidence it desired, including indications of interest in selling power to PSI. There was nothing that prohibited MWIPS from filing any and all evidence it desired to file in accordance with the procedural schedule established in this Cause. Rather, MWIPS made a deliberate choice not to file this type of evidence when it had the procedurally appropriate opportunity to do so, and that appropriate time had passed.

        The Presiding Officers denied MWIPS’ Motion on the record on October 21, 2002. Subsequently, MWIPS appealed the denial of it Motion to the full Commission. By a vote of 3:0, the Commission upheld each of the determinations made by the Presiding Officers and rejected MWIPS’ appeal.

14.     Commission Findings and Determinations. As we have observed in previous cases, Indiana law strongly favors settlement as a means of resolving contested proceedings. See, e.g., Manns v. State Department of Highways, (1989), Ind., 541 N.E.2d 929, 932; Klebes v. Forest Lake Corp., (1993), Ind. App., 607 N.E.2d 978, 982; Harding v. State (1992), Ind. App., 603 N.E.2d 176, 179. A settlement agreement “may be adopted as a resolution on the merits if [the Commission] makes an independent finding, supported by substantial evidence on the record as a whole, that the proposal will establish ‘just and reasonable’ rates.” Mobil Oil Corp. v. FPC (1974), 417 U.S. 283, 314 (emphasis in original). See, Indianapolis Power & Light Co., Cause No. 39936, at p. 7 (Ind. Util. Reg. Comm’n, August 24, 1995); In re NIPSCO Investigation, Cause No. 41746 (Ind. Util. Reg. Comm’n, September 23, 2002). See also, Mendenhall v. Skinner & Broadbent Co., 728 N.E.2d 140, 145 (Ind. 2000)(“The policy of the law generally is to discourage litigation and encourage negotiation and settlement of disputes”); In re Assignment of Courtrooms, Judge’s Offices and Other Facilities of St. Joseph Superior Court, 715 N.E.2d 372, 376 (Ind. 1999) (“Without question, state judicial policy strongly favors settlement of disputes over litigation”). Notably, the Commission specifically recognizes the role of settlements in Commission proceedings in its procedural rules under 170 IAC 1-1.1-17.

        Our policy favoring settlements applies even in cases of settlements between less than all parties. Quoting from Pennsylvania Gas & Water Co. v. Federal Power Comm’n, 463 F.2d, 1242, 1246 (D.C. Cir. 1972). (“Pennsylvania Gas”), we observed in In re Public Service Co. of Indiana, Inc., 72 PUR4th 660, 683 (Ind. Util. Reg. Comm’n, March 7, 1986), “[I]n agency proceedings settlements are frequently suggested by some, but not necessarily all, of the parties; if on examination they are found equitable by the regulatory agency, then the terms of the settlement form the substance of an order binding on all the parties, even though not all are in accord as to the result.” 463 F.2d at 1246.

        The OUCC’s participation in the Settlement Agreement is notable. As we have observed in the past, we should give heightened consideration to a settlement that is supported by the OUCC. As we stated in both In re NIPSCO Investigation and In re Public Service Co. of Ind., Inc.:

Because the OUCC is a party to the proposed Settlement Agreement, the Commission has an increased responsibility to carefully consider the merits of the agreement. The utility consumer counselor is mandated by statute to “have charge of the interests of the ratepayers and consumers of the utility . . . .” I.C. 8-1-1.1-5(e). [The OUCC] “represents all 5.4 million consumers of utility services in Indiana. [The OUCC’s] representation encompasses the interests even of those who have elected to be independently represented in these proceedings. Given [the OUCC’s] statutory mandate, this Commission must carefully consider the merits of any proposed settlement which the UCC supports as being in the best interests of [its] constituency, the consumers.

In re Petition of Public Service Co. of Ind., Cause No. 37414 (Ind. Util. Reg. Comm’n, March 7, 1986); see also, In re NIPSCO Investigation, Cause No. 41746 (Ind. Util. Reg. Comm’n, September 23, 2002).

        At the same time, settlements presented to the Commission are not ordinary contracts between private parties. United States Gypsum, Inc. v. Indiana Gas Co., 735 N.E.2d 790, 803 (Ind. 2000). When the Commission approves a settlement, that settlement “loses its status as a strictly private contract and takes on a public interest gloss.” Id. (quoting Citizens Action Coalition v. PSI Energy, 664 N.E.2d 401, 406 (Ind.Ct.App. 1996). Thus, the Commission “may not accept a settlement merely because the private parties are satisfied; rather [the Commission] must consider whether the public interest will be served by accepting the settlement.” Citizens Action Coalition, 664 N.E.2d at 406. Further, any Commission decision, ruling, or order – including the approval of a settlement agreement – must be supported by specific findings of fact and sufficient evidence. United States Gypsum, 735 N.E.2d at 795 (citing Citizens Action Coalition v. Public Service Co., 582 N.E.2d 330, 331 (Ind. 1991). The Commission’s own procedural rules require that settlements be supported by probative evidence. 170 IAC 1-1.1-17(d). Therefore, before the Commission can approve the Settlement Agreement, we must determine whether the evidence in this Cause sufficiently supports the conclusions that the Settlement Agreement is reasonable, just, and consistent with the purpose of Ind. Code 8-1-2, and that such an agreement is consistent with the public interest.

        Based upon the evidence presented at the public hearings in this Cause, and based upon our review of the provisions of the Settlement Agreement, we are persuaded that the Settlement Agreement as it relates to Cause No. 42145 is, in its entirety, just, reasonable, and consistent with the purpose of Ind. Code 8-1-2 and in the public interest. Our findings in this regard are described in more detail below.

        With regard to future citation of the Settlement Agreement and Order, we find our approval herein should be construed in a manner consistent with our finding in In Re Richmond Power & Light, Cause No. 40434, (Ind. Util. Reg. Comm’n, March 19, 1997). Consistent with the Settling Parties’ agreement, the settlement shall not constitute a waiver of any position that any of the Settling Parties may take with respect to any or all of the items and issues resolved herein in any future regulatory or other proceedings.

a.     Commission’s Obligations Under Ind. Code 8-1-8.5-4 and –5. Under Ind. Code § 8-1-8.5-4 and -5 and related provisions, an application for a CPCN may only be granted after a hearing, and if the Commission has (1) made a finding as to the best estimate of construction, purchase, or lease costs; (2) made a finding that either the construction, purchase, or lease will be consistent with the Commission’s plan for expansion of electric generation capacity, or that the construction, purchase, or lease will be consistent with a utility specific proposal as to the future needs for electricity to serve the people of the state or the area served by the utility; and (3) and made a finding that the public convenience and necessity require or will require the construction, purchase, or lease of the facility. In addition, the Commission must take into account the utility’s current and potential arrangement with other utilities for the interchange of power; the pooling of facilities; the purchase of power; joint ownership of facilities; and other methods for providing reliable, efficient and economical electric service, including the refurbishment of existing facilities, conservation and load management, cogeneration and renewable energy sources.

(1)     PSI’s Capacity Needs. PSI has experienced, and continues to experience, strong peak demand growth. PSI’s existing resources are insufficient for PSI to reliably meet its current and projected customer peak demands, including the maintenance of a reasonable level of reserves. The evidence shows that PSI’s current reserve margin with on-system resources is less than 1%, necessitating reliance on almost 900 MWs of purchased power during the Summer of 2002. Even with the anticipated addition of the Noblesville repowering project in 2003, PSI’s on-system reserve margin will be less than 4%. Thus, based on the evidence of record, the Commission finds that PSI is in need of additional capacity on its system.

        The evidence also indicates that PSI’s current generating resources are heavily weighted toward baseload capacity, while optimally, the PSI system should be comprised of relatively more peaking capacity. The evidence further indicates that the addition of gas-fired peaking capacity will benefit the PSI system in terms of fuel diversity and mitigating future environmental regulation risk. Based on this evidence of record, the Commission finds that peaking capacity is an appropriate choice for the next increment of capacity to the PSI system.

(2)     PSI’s Resource Planning Process. PSI’s evidence described at great length the process that was used to identify the range of viable resource alternatives, followed by various screening, integration, and sensitivity analyses, ultimately narrowing the myriad of potential resource alternatives until reaching an optimal combination of feasible and economic alternatives that will reliably meet projected customer load requirements. PSI’s evidence detailed the multitude of alternatives, both supply-side and demand-side, considered in its quantitative IRP process. PSI’s evidence also described the risks and benefits qualitatively considered in its IRP process.

        PSI’s evidence demonstrated that, of the over 4200 alternative expansion plans produced by its IRP modeling, the purchase of the Madison and Henry County plan was the “number one” “least cost” plan, and the purchase of the plants was the primary near-term component in each of the top 20 of such plans (ranked in terms of savings to customers over the relevant study period). PSI’s evidence further demonstrated that it performed a number of sensitivity analyses around the top “significantly different” expansion plans, and that the Madison/Henry County plan performed equally well or superior to all other plans in all of the sensitivity analyses. PSI’s evidence also demonstrated that it considered a number of qualitative, risk-related factors in connection with its IRP process, and that in its judgment, from risk and reliability perspectives, the Madison/Henry County plan is superior to other plans, especially those plans that would rely more heavily on purchased power.

        The IURC Testimonial Staff, after examining PSI’s resource planning process, concluded that “the analysis by PSI was reasonably well done and substantiates that PSI’s recommend resource plan is one that can do well over a range of uncertainties.” [IURC Staff Report No. 1 (Borum), p. 3.]

        The only real dispute in this case relative to PSI’s planning process was whether or not PSI should be required to utilize an RFP process. As we have noted in previous orders, RFPs are not required by either the CPCN statute or by the Commission’s IRP rules. See, e.g., In re Petition of PSI Energy, Inc., Cause No. 39175 (Ind. Util. Reg. Comm’n, May 13, 1992). PSI presented evidence that it considered the purchased power alternative in its planning process, by means of utilizing an independent wholesale power price forecast prepared by ICF. The IURC Testimonial Staff recognized the legitimacy of using a wholesale market price forecast in the IRP process. PSI also presented evidence that it gathered other market data that supported its IRP conclusions. PSI witnesses’ testified at length as to why PSI believes that an RFP process was neither necessary nor desirable in this case. PSI presented evidence concerning the various types of market and comparable plant data it reviewed, all of which, in PSI’s view, supported its conclusion that the purchase of the Madison and Henry County plants was appropriate.

Additionally, PSI presented evidence concerning the risks of relying on the current wholesale power market, in particular supplier credit risks and transmission constraint risks. PSI offered persuasive evidence as to why, in light of these market risks, in its judgment heavy reliance on purchased power to meet almost 100% of its reserve requirements is not the best course of action for either PSI or its customers.

        This Commission has previously established the standard for determining the adequacy of a utility’s planning process for purposes of our CPCN statute:

If an Indiana utility reasonably considers and evaluates the statutorily required options for providing reliable, efficient, and economic service, then the utility should, in recognition that it bears the service obligation of IC 8-1-2-4, be given some discretion to exercise its reasonable judgment in selecting the options or options to implement which minimize the cost of providing such service.

In re Petition of PSI Energy, Inc., Cause No. 39175, at pp. 3-4, 14 (Ind. Util. Reg. Comm’n, May 13, 1992); In re Petition of PSI Energy, Inc. Cause No. 41924, at p. 12 (Ind. Util. Reg. Comm’n, December 17, 2001).

        As the utility that has a legal obligation to provide adequate and reliable electric service to Indiana customers, we continue to believe that a utility should be given some discretion to exercise its judgment in its resource planning process. For all of these reasons, the Commission finds that PSI’s resource planning process adequately reviewed the range of appropriate alternatives, that PSI’s method of narrowing down the range of alternatives for further consideration was reasonable, and that the resulting decision in favor of the purchase of the Madison and Henry County plants was reasonable.

(3)     PSI’s Consideration of the Statutory Alternatives. As we have previously observed, the CPCN statute “requires public utilities in Indiana to evaluate and consider reasonable alternatives to installing additional generating capacity to meet the utility’s forecasted probable future growth of the use of electricity and requires the Commission to consider the utility’s evaluation of alternative means of meeting capacity requirements. . . . We believe that some deference should be given to a utility’s judgment, provided the utility has made a reasonable, good faith effort to evaluate and consider available alternatives. . . .: In Re Petition of PSI Energy, Inc., Cause No. 39175, at pp. 3-4 (Ind. Util. Reg. Comm’n, May 13, 1992); In re Petition of PSI Energy, Inc., Cause No. 41924, at p. 12 (Ind. Util. Reg. Comm’n, December 17, 2001).

        The statutory alternatives required to be considered are: (a) the interchange of power; (b) the purchase of power; (c) the pooling of facilities; (d) joint ownership of facilities; and other methods of providing reliable, efficient, and economical electric service, including (e) the refurbishment of existing facilities; (f) conservation and load management; and (g) cogeneration and renewable energy sources. Our findings as to the adequacy of PSI’s consideration of these factors are described below.

        The evidence shows that PSI considered interchange of power, pooling of facilities, joint ownership of facilities, and refurbishment of existing facilities, and that PSI reasonably concluded that none of these alternatives would provide the capacity to be provided by the purchase of the Madison and Henry County plants. Accordingly, we find that PSI has adequate considered interchange of power, pooling of facilities, joint ownership of facilities, and refurbishment of existing facilities, and that PSI’s decision to rely on a source of capacity other than these alternatives is reasonable.

        The evidence also shows that PSI adequately considered conservation and load management alternatives in its resource planning process, and that PSI reasonably concluded that conservation and load management cannot be used to substitute for or replace the capacity represented by the Madison and Henry County plants. No party disputed PSI’s conclusions concerning conservation and load management alternatives. The Commission finds that PSI has adequately considered these alternatives and has further demonstrated that increased conservation and load management programs alone cannot satisfy PSI’s substantial need for additional capacity. The evidence also indicates that PSI adequately considered cogeneration and renewable energy sources in its resource planning process. PSI demonstrated that, for both technical and economic reasons, cogeneration and renewable energy sources cannot be used as substitutes for the Madison and Henry County capacity. We find that PSI has adequately considered cogeneration and renewable energy alternatives and that its decision to acquire needed capacity by means other than cogeneration and renewable energy sources is reasonable.

        Finally, the evidence indicates that PSI adequately considered the purchase of power, both quantitatively and qualitatively, in its resource planning process. PSI’s quantitative analysis indicated that the purchase of the Madison and Henry County plants should be more cost-effective than reliance on purchased power over the long-term. Based on the evidence presented by the parties, PSI reasonably concluded that the purchase of the Madison and Henry County plants was superior to the purchased power alternative in terms of risk and reliability. Accordingly, we find that PSI has adequately considered the purchase of power, and that its preference for the purchase of the Madison and Henry County plants in lieu of an increasingly heavy reliance on imported purchased power is reasonable.

(4)     Consistency of the Purchase of the Madison and Henry County Plants with PSI’s Utility-Specific IRP and with the State’s Expansion Plan. With regard to PSI’s utility-specific IRP proposal, the key additions shown in PSI’s current, near-term IRP plan for reliably meeting its native load customers’ demand requirements are: purchase of the Madison and Henry County plants in 2003; completion of the Noblesville repowering project in 2003; purchases (approximately 200 to 300 MWs) from the forward wholesale power markets in 2003 and for succeeding years.

        Along with these contemplated supply-side additions, PSI’s IRP plan continues to rely on significant levels of peak demand reductions from traditional DSM programs, PowerShare and RTP, and customer-specific interruptible contracts. PSI emphasized that its current IRP is both flexible and robust. It is flexible in that PSI can adjust the purchase amounts as needed, or move up (or back) the addition of combustion turbines. The plan is robust in that it reacts favorably under varying economic, fuel price, wholesale power price, and load scenarios.

        We find that PSI’s proposed purchase of the Madison and Henry County Generating Stations is consistent with PSI’s utility-specific proposal. We further find that the utility-specific proposal for satisfying the future needs of electricity in PSI’s service territory should be approved, but, in conformance with Ind. Code 8-1-8.5-5(d), we find such approval should be construed no more broadly than necessary to support Commission approval of CPCNs for the purchases of the Madison and Henry County plants.

        The Commission has engaged the SUFG to prepare periodic forecasts of future electricity requirements for the State of Indiana. The SUFG report presented in this Cause indicates a need for new capacity in Indiana. Further, the SUFG’s plan shows that peaking capacity, among other types, needs to be installed to maintain adequate reserves in the State. Dr. Gotham explained that the SUFG determines capacity requirements using a target 15 percent reserve margin for the state as a whole and then assigns these needed resources to the individual utilities in the state. Dr. Gotham also stated that the SUFG projections indicate that PSI needs both peaking and base load capacity, with the need for peaking capacity slightly higher. He also stated that additional capacity above the amounts assigned by SUFG would be expected to be peaking capacity, since it would not be expected to be called upon as often. Importantly, Dr. Gotham also explained that due to differences in forecast methodology and assumptions, one would expect SUFG’s projections for PSI to differ from PSI’s IRP. [IURC Staff Report No. 3 (Gotham), pp. 1-2.]

        Based on the discussion above, and because the Madison and Henry County plants will provide additional peaking capacity dedicated to Indiana retail customers, we find that PSI’s purchase of the Madison and Henry County plants, is consistent with the overall plan for electricity requirements prepared by the SUFG.

(5)     Reasonableness of the Purchase Prices; Finding on Cost Estimate. The Commission recognizes that the plant purchase prices we are asked to approve were the subject of negotiation between Petitioners, the OUCC, and the IURC Staff. Based on the evidence presented it appears that the plant purchase prices prescribed by the Settlement Agreement are cost-based. Petitioners (and IURC Testimonial Staff) presented evidence that when accurately compared to comparable plant sales, the Settlement Agreement’s purchase prices are within a range of reasonableness for facilities of this type. For these reasons, we conclude and find that the purchase prices reflected in the Settlement are reasonable, are part of a “least cost” IRP plan for PSI, and should be approved for subsequent recovery in PSI’s retail electric rates in accordance with the provisions of Ind. Code 8-1-8.5 et seq.

(6)     Public Convenience and Necessity. Finally, we consider whether the public convenience and necessity requires approval of PSI’s purchase of the Madison and Henry County plants. We previously determined that PSI has a need for capacity; that the type of capacity most needed by the PSI system is peaking capacity; that PSI adequately considered the statutory factors set forth at IC § 8-1-8.5-4; and that PSI’s resource planning process was reasonable. Further, we determined that the Madison and Henry County plants represent an economic and reliable option for PSI to utilize in meeting its obligation to provide reliable electric service. In light of those findings, and the evidence presented herein, we find that the public convenience and necessity require that PSI be granted certificates to undertake the purchase of the Madison and Henry County plants as described in the Settlement Agreement and in this Order.

16.     Request for Confidential Treatment. Petitioners filed a Motion for Protection of Confidential and Proprietary Information, with Affidavits of Messrs. Judah Rose and Douglas F. Esamann, on March 1, 2002. In this Motion, Petitioners demonstrated a need for confidential treatment for data relating to market forecasts of purchased power and natural gas prices, as well as data relating to the costs and proposed purchase prices of the Madison and Henry County Generating Stations. In a March 11, 2002, Docket Entry, the Presiding Officers made a preliminarily finding that such information should be subject to confidential procedures. The Affidavits of Messrs. Rose and Esamann indicate that such confidential information has actual or potential independent economic value to competitors, the disclosure of the confidential information could provide competitors with an unfair advantage, and Petitioners and ICF have taken all reasonable steps to protect the confidential information from disclosure. Accordingly, pursuant to IC §§ 5-14-3-4(a)-(4), we find that the data concerning the market forecasts presented in this case, as well as data pertaining to the costs and proposed purchase prices of the Madison and Henry County plants, are “trade secrets” and should be afforded confidential treatment. The Commission orders that procedures should be taken so that such information is appropriately secured and made available only to selected members of the Commission Staff who are under an obligation not to publicly disclose such information.

    17.        Ultimate Conclusion. In the Finding Paragraphs above, the Commission has determined that the public convenience and necessity support PSI’s proposed purchase of the Madison and Henry County plants, that the associated utility specific proposal should be approved, that the purchase of the Madison and Henry County plants is consistent with the utility specific proposal, and that the proposed plant purchase prices as set out in the Settlement Agreement are reasonable. Further, we have found the other provisions of the Settlement Agreement as it relates to this Cause No. 42145 to be reasonable. In light of those findings, the Commission finds that the Settlement Agreement as it relates to Cause No. 42145 should be approved in its entirety, that PSI should be issued certificates of public convenience and necessity for the purchase of the Madison and Henry County plants, and that CinCap VII should be authorized to sell the Henry County plant to PSI.

IT IS THEREFORE ORDERED BY THE INDIANA UTILITY REGULATORY COMMISSION that:

1.     The Settlement Agreement presented in this Cause is hereby approved by the Commission.

2.     Consistent with Ind. Code 8-1-8.5 et seq. and the Settlement Agreement, Petitioner is hereby issued Certificates of Public Convenience and Necessity for the purchase of the Madison Generating Station and the Henry County Generating Station, consistent with the Settlement Agreement and as described herein. This Order constitutes the Certificates.

3.     The purchase price formulas set out in the Settlement Agreement for the Madison and Henry County Generating Stations are hereby approved as the estimated costs for the plant purchases and are hereby approved as reasonable.

4.     CinCap VII is hereby authorized to transfer the Henry County Generating Station to PSI, consistent with the Settlement Agreement and this Order.

5.     PSI shall adopt the commitments made by CinCap VII in Cause No. 41569 relating to air quality; water quality; noise; County comprehensive plan; future abandonment; and emergency planning.

6.     Consistent with the Settlement Agreement, in future retail electric rate proceedings PSI shall separate out for ratemaking purposes the costs and revenues associated with 50 megawatts of the Henry County Generating Station that was previously committed to Wabash Valley Power Association, Inc., in Cause No. 41569.

7.     Petitioner shall file executed copies of the Asset Purchase Agreements applicable to PSI’s purchase of the Madison and Henry County Generating Stations, with the Secretary of this Commission.

8.     PSI shall file executed assignments of the plant affiliate agreements to be assigned to PSI as discussed in this Order, with the Secretary of this Commission.

9.     Information pertaining to the market price forecasts presented in this case, as well as information pertaining to the costs and the proposed purchase prices for the Madison and Henry County Generating Stations contained in the testimony, exhibits, and workpapers filed in this Cause are found to be confidential and trade secrets and, therefore, exempt from disclosure as public records.

10.     This Order shall be effective on and after the date of its approval.

McCARTY, HADLEY AND ZIEGNER CONCUR; RIPLEY CONCURRING IN PART AND DISSENTING IN PART; APPROVED:

I hereby certify that the above is a true and correct copy of the Order as approved.

______________________________________
Nancy E. Manley
Secretary to the Commission

[TEXT OF FOOTNOTES]

The SUFG was established pursuant to Ind. Code 8-1-8.5-3.5 to forecast the probable future growth of the use of electricity within Indiana and within this region of the nation. The Commission uses the SUFG’s methodology as the Commission’s primary methodology in the development of its analysis of the long range needs for expansion of facilities for the generation of electricity, consistent with Ind. Code 8-1-8.5-3.5(c).

As permitted by the Presiding Officer at the Field Hearing, on August 21 and 30, 2002, the OUCC filed supplemental public comments with the Commission in this Cause. The additional public comments filed by the OUCC are also part of the record of this proceeding.

The costs of the inlet heaters and the “quick start” equipment, while not included in the proposed plant purchase prices, were included in PSI’s resource planning analysis of the economics of the proposed plant purchases. [Pet. Ex. D (Jenner), p. 21.]

50 megawatts of output from the Henry County Generating Station was specifically dedicated for use by Wabash Valley Power Association, Inc., in Cause No. 41569. This unit power sales arrangement, and the associated capacity reservation charge payments, were the subject of a settlement agreement in Cause No. 42196 (Ind. Util. Reg. Comm’n, May 29, 2002). Although the capacity reservation charges were required for the summer months only, PSI also had access to the plants’ capacity for the remainder of 2002 as needed for native load customers. See, Cause No. 42196, (Ind. Util. Reg. Comm’n, May 29, 2002). Approximately 660 of the 880 MWs were purchased from the Madison and Henry County plants, pursuant to the unit power sales arrangement referenced supra.

Calculated on a projected basis without purchases, but including on-system generating resources, traditional DSM impacts, interruptible contract impacts, real-time pricing impacts, and PowerShare CallOption impacts. [Pet. Ex. B (Esamann), p. 16.]

Approximately 660 MWs of which was provided by the Madison/Henry County plant capacity. We note that a minimum 15% planning reserve margin is consistent with our determination, in connection with approval of PSI's Noblesville repowering project, that a 15% reserve margin was appropriate for purposes of that case. See, Cause No. 41924, (Ind. Util. Reg. Comm'n, December 17, 2001).

The estimated PVRR savings that will accrue to PSI and its customers over the 20-year study period as a result of pursuing the Madison/Henry County plan were estimated to be approximately $24 million prior to the negotiation of reduced plant purchase prices in the Settlement Agreement. [Pet. Ex. M-1 (Jenner).] The negotiated reduced plant purchase prices reflected in the Settlement Agreement will only increase (significantly) the PVRR savings associated with the Madison/Henry County plan. [Pet. Ex. V (Esamann), pp. 5-6.]

MWIPS is a group of 14 independent power producers, many of whom are experiencing serious financial difficulty and all of whom are solely dependent upon selling power in the wholesale power markets. [Pet. C-X Ex. 1; Pet. Ex. P-6 (Updated).] PSI-IG consists of 5 industrial customers of PSI.

Mr. Esamann testified that PSI believes that an RFP would have added little or no value to the IRP process. In support of this belief, he cited PSI’s substantial capacity needs, the considerable amount of market data from other sources, the reliability and risk concerns that a utility must take into account today, and the resulting small universe of resource options that are even remotely capable of reliably meeting PSI’s capacity needs. [Pet. Ex. O (Esamann), p. 25.]

As to the affiliate nature of the transaction, Dr. Borum noted that affiliate transactions of this type are not unheard of, citing a recent purchase by Louisville Gas and Electric Company and Kentucky Utilities Company of two combustion turbine facilities from an affiliated company. The Kentucky PSC approved that purchase, at cost. [IURC Staff Report No. 1 (Borum), p. 24.]

The Petitioners and IURC Testimonial Staff noted that the proposed purchase prices are comparable to the recently approved purchase price for the Worthington plant, proposed to be purchased by Hoosier Energy from Williams Energy. See, In re Petition of Hoosier Energy, Cause No. 42079 (Ind. Util. Reg. Comm’n, August 16, 2002), amended order September 18, 2002). [Pet. Ex. R (Jenner), pp. 6-8; IURC Staff Report No. 2 (Johnston), pp. 3-4.]

The OUCC took no position concerning MWIPS’ Motion. Further, consistent with the requirements of Ind. Code 8-1-8.5-5, we find that the purchase price formula contained in the Settlement Agreement, as illustrated by various confidential exhibits presented to the Commission in this case, constitutes the best estimate of the purchase costs that will be incurred by PSI in connection with its purchase of the Madison and Henry County Generating Stations.

STATE OF INDIANA

INDIANA UTILITY REGULATORY COMMISSION

OPINION

CONCURRING IN PART AND DISSENTING IN PARTOF
COMMISSIONER JUDITH G. RIPLEY

JOINT PETITION OF PSI ENERGY, INC.
AND CINCAP VII LLC, PURSUANT TO
IND. CODEss.8-1-8.5 ET SEQ.: (1) FOR
THE ISSUANCE OF CERTIFICATES OF
PUBLIC CONVENIENCE AND
NECESSITY FOR PSI ENERGY, INC TO
PURCHASE GENERATING FACILITIES
FOR THE FURNISHING OF ELECTRIC
UTILITY SERVICE TO THE PUBLIC;
(2) FOR THE APPROVAL OF THE COSTS
OF SUCH FACILITIES; AND (3) FOR
APPROVAL FOR CINCAP VII TO
TRANSFER OWNERSHIP OF GENERATING
ASSETS TO PSI ENERGY, INC. )
)
)
)
)
)
)
)
)
)
)
)
)
)

CAUSE NO. 42145

dated 12-19-02

I agree with the majority opinion based on the work of the Commission Staff and other parties that PSI has demonstrated a need for new resources to bolster their reserve margin. I am further convinced of this need by the SUFG’s similar findings. I am also impressed that the IURC testimonial staff and the OUCC have worked together to craft a settlement that addresses some of my concerns. Unfortunately, with regard to Cinergy’s planning, I am concerned that their desired “end result” of transferring the generating facilities from the ravages of the competitive market to the protection of the regulated market may have driven their planning process rather than a truly objective assessment of cost-effective and reliable options.

I also concur with my colleagues in the majority that a Request For Proposals (“RFP”) is not an end to itself. I regard the RFP process to be an important element of a well-functioning planning process. In this case, I agree that even if PSI had issued an RFP it might not have changed the decisions in this Cause. I do, however, agree with Dr. Boerger, the PSI Industrial Group and the MWIPS testimony that an RFP should have been conducted in this cause to aid in the decision making process. I am concerned that others might infer from this Order that we have dismissed the idea of RFPs as part of a reasoned planning process. Our Staff informed me that a requirement for RFPs was considered during the formulation of our Integrated Resource Planning Rules (“IRPs”). The utilities, however, persuaded the Commission that such rules were not necessary because no utility would ever embark on a major construction program without conducting an RFP process that considered all available cost-effective options.

Further, the very nature of this transaction creates suspicions that this contract was not negotiated at “arm’s length.” I take some comfort that the IURC staff and the OUCC negotiated a settlement, however, had PSI issued an RFP in this Cause it would have done much to avoid the appearance this creates. (The Commission decided in Cause No. 41410, Commission Investigation into the Operation of South Haven, that the affiliate transactions involved required further information and the order required the utility to provide an RFP prior to approving the costs.)

PSI, in my opinion, has been extremely progressive in the area of demand-response. While I know that PSI evaluated demand response programs, including renewable energy resources, in their planning process, I don’t know that the evaluation was in the context of the “future” wholesale market that would, in large part, be operated by the Midwest Independent System Operator (“MISO”) that might increase the “cost effectiveness” of certain options. I certainly would take more comfort in this Order if I were persuaded that PSI gave due affect to the potential for more accurate prices emanating from the wholesale market as a basis for determining the cost-effectiveness of demand response programs in comparison to other alternatives. Certainly, we want to avoid engaging in “hindsight” regulation but I would have liked to have more certainty regarding the options for purchasing power, buying existing merchant facilities that were “distressed” in this down market, or demand-side management alternatives that were available to PSI at the time that this case was filed to have greater assurance that this was the best option for PSI’s customers. This is the second case involving PSI where they have not conducted an RFP. This “ala carte” consideration of individual projects gives rise to the concern that PSI’s planning process is not as comprehensive as it could be. The electric industry seems to be “boom or bust” going from supply deficiency to excess supply. In the former case, the utilities argue that there is no time for a more comprehensive consideration of demand side and other options. In the latter case of excess capacity, the utilities tell us that the low costs of power resulting from excess supply renders any alternative such as demand side management to be not cost effective.

        At the time that the Henry County plant was originally considered, an argument was advanced that this Commission could approve the development of this facility as a “merchant plant” because it, like other contemporaneous merchant plants that this Commission approved, would have little -if any — impact on ratepayers since the facility would not be in PSI’s ratebase. The comments of Chairman Rogers notwithstanding, that is the strong message that Cinergy put forth. The comments of MWIPS allege that PSI’s petition to purchase Madison and Henry County is merely a “bailout” for Cinergy. On cross-examination, PSI admitted that the two plants have not yet been profitable. I agree with the intervenors in this matter that this is a “bailout” of Cinergy’s failed venture into competitive markets. Yet, the fact remains, that PSI needs additional resources to economically and reliably serve its Indiana customers.

To that end, I am persuaded that the favorable treatment of the Madison acquisition will contribute needed generation for PSI. As I set forth in my dissenting opinions regarding the approval of previous merchant plants, I support the building of additional generation when the need is shown. The Madison plant appears to satisfy a significant part of the need for additional generation. It provides enough power to make a difference and it is located adjacent to an already existing plant in an industrial area. Unfortunately, there was no RFP provided to prove that this was the best option. The Henry County project, which, in my opinion, was ill conceived from the outset, does not offer any of the advantages that the Madison plant does. Of the available 135 megawatts, 50 are already committed to WVPA for twenty years. The remaining 85 megawatts which will be available to serve native load is not enough to justify the purchase. The additional costs necessary to provide the inlet heater and quick start modifications only reinforce my opinion. The location of this plant and the manor in which it was built has been a source of major concern to me. Had the Henry County project been presented as a stand-alone request under 8-1-8.5 et.seq., I doubt it could have been approved without significant modifications and maybe not at all. Tying it to the Madison acquisition is the Petitioner’s attempt to make it palatable.

The legislature has set forth standards this Commission must observe when approving the expansion of public utilities. I feel that the evidence fails to support this settlement. Therefore, it is my opinion that a finding that this meets the requirements of I.C. 8-1-8.5-4 is premature at best. While I concur with many findings in this Order, I must respectfully dissent from the majority’s ultimate decision.

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Climate Change Investments, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of June 9, 2003, a Delaware limited liability company (the “Company”), is entered into by Cinergy Capital & Trading, Inc., a Delaware limited liability company, as the sole member of the Company (the “Member”);

RECITALS

        WHEREAS, the Company was formed on June 9, 2003, by an “authorized person” within the meaning of the Delaware Limited Liability Company Act (as amended from time to time, the “Act”);

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that the Agreement be effective as of June 9, 2003 and that it replace in its entirety any prior limited liability agreements of the Company;

        WHEREAS, the Member holds the sole limited liability company interest in the Company as of June 9, 2003; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is Cinergy Climate Change Investments, LLC. The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The Company may carry on any lawful business, purpose or activity. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that the Agreement be effective as of June 9, 2003.

ARTICLE III

Member(s)

        Section 3.1 Member. The name and the business address of the Member is as follows:

Name Address

         Cinergy Capital & Trading, Inc. 139 East Fourth StreetCincinnati,
Ohio 45202

        Section 3.2 Admission of Member(s). The Member is hereby admitted to the Company in respect of an Interest (as defined in Section 3.3), which is the sole Interest outstanding as of the effective time of this Agreement. New member(s) shall be admitted only with the approval of the Member. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of its participation in meetings and other activities of the Company.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its capital contribution to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

        Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        An Annual Meeting of the member(s) shall be held once a year on such date as the members shall designate. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

    (b)        Special Meetings of the member(s) may be called for any purpose or purposes, at any time, by any member or by the Board of Managers. Member(s) may participate in a special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a special meeting by such means shall constitute presence in person at such meeting.

    (c)        Except as otherwise provided by law, if additional member(s) are admitted, a majority of the member(s), determined in proportion to their respective interests in the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s).

    (d)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

        Section 3.6 Vote. Except as specifically set forth herein, the business and affairs of the Company shall be managed by or under the direction of the member(s) by majority vote.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) or Board of Managers may from time to time determine. Any member or the Board of Managers may at any time call a meeting of the member(s). Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the member(s) may delegate any of its powers to the Board of Managers or the officers of the Company or to committees consisting of persons who may or may not be member(s). Every Manager, officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s).

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

        Section 3.10 Appointing of Authorized Representative of the Company. In accordance with the Act, the Company, when acting as a member of another limited liability company or as a partner of a limited partnership, has the power and authority to delegate one or more duly appointed and authorized representatitves (the “Authorized Representaitives(s)”), the Company’s rights and powers to manage and control the business and affairs of the limited liability company in which it is a member, but only to the extent that the Company is acting in its capacity as a member of another limited liability company or as a partner of a limited partnership. initially, the Company shall appoint one Authorized Representative who shall act on behalf of the Company with respect to its membership interest in Power Tree Carbon Company, LLC. Such Authorized Representatives shall be entitled to cast votes, execute written consents, bind the Company and exercise the Member’s powers, rights and duties in the name of the Company until such time as his or her earlier removal, resignation or death. Such delegation to an Authorized Representative shall not cause the Member to cease to be a member of the Company. If additional members of the Company are added, the number of Authorized Representatives may be adjusted, as agreed to by the new and existing Members.

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, The member(s) shall have no power to transact any business in the Company’s name nor have the power to sign documents for or otherwise bind the Company. Subject to the provisions of the Act, the Certificate of Formation, and this Agreement, the member(s) hereby delegate any or all such powers to the Board of Managers of the Company (the “Board of Managers”) to carry out the business affairs of the Company on the member(s)’ behalf. Any power not reserved to the member(s) or delegated to the officers shall remain with the Board of Managers. The Board of Managers shall have the power to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein.

      Section 4.2 The Board of Managers.

(a)     General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by or under the direction of the Board of Managers. Other than rights and powers expressly reserved to the members by this Agreement or the Act, the Board of Managers shall have full, exclusive, and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein.

    (b)        Duties. The Board of Managers shall be obligated to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. A Manager shall perform his or her duties in good faith, in a manner he or she believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

    (c)        Board Composition; Removal and Vacancies. The Member shall initially appoint three (3) Managers to the Board of Managers. If additional member(s) are added, the number of Managers shall be adjusted to that smallest number possible that will allow full proportional representation of each member’s membership interest on the Board of Managers. Each Manager shall serve until the earlier of his or her removal, resignation, death or retirement. Each member shall vote all of its Membership Interest and shall take all other action necessary or desirable within its control, (including without limitation, attendance at meetings in person or by proxy and execution of written consents in lieu of meetings), so that the designees of other members are duly elected to the Board of Managers in proportion to the member’s Membership Interest percentage. Upon the removal, resignation, death or retirement of a Manager, or the vacation of office by a Manager for any reason, his or her successor shall be nominated and elected by the same member as originally proposed the former Manager. Any successor so elected shall retain his or her office during such time as the former Manager was entitled to retain the same.

    (d)        Restrictions on the Board. The Board of Managers shall not: (i) do any act in contravention of any applicable law or regulation or provision of this Agreement; (ii) possess Company property for other than a Company purpose; or (iii) admit any new member(s) without the unanimous consent of existing members or without compliance with the provisions of this Agreement.

    (e)        Meetings; Notice. Meetings of the Board of Managers may be held at such places and at such times as the Board of Mangers may from time to time determine, and if so determined by a quorum of the Board of Managers, no advance notice of the meeting need be given. Meetings of the Board of Managers may be called at any time by any two (2) Managers. Written notice of the time, place and purpose of such meeting shall be served by registered or certified, prepaid, first-class mail, or by fax or cable upon each member of the Board of Managers and shall be given at least twenty-four (24) hours prior to the time of the meeting. No notice need be given to any Manager if a written waiver of notice, executed before or after the meeting by such Manager thereunto duly authorized, is filed with the records of the meeting, or to any Manager who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purpose of the meeting.

    (f)        Meetings; Electronic Communications. Meetings of the Board of Managers shall be held on such dates as the Board of Managers shall agree, but not less frequently than once during each fiscal year of the Company. Members of the Board of Managers, or of any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

    (g)        Quorum and Voting. A majority of the Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. Action by the Board of Managers must be authorized by the unanimous vote of the Managers present at the meeting.

    (h)        Action Without a Meeting. Any action which is required to be, or which may be, taken at any annual, regular, or special meeting of the Board of Managers or otherwise, may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by all the Managers then in office. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

(i)     Delegation of Powers. Subject to any limitation set forth in the Act, the Board of Managers may delegate any of its powers to committees or to officers consisting of persons who may or may not be Managers. Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the Board of Managers.

      Section 4.3 Officers.

    (a)        Election, Term of Office. Officers shall be elected by the Board of Managers.

Except as provided in paragraphs (b) or (c) of this Section 4.3, each officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the Board of Managers. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by the Board of Managers.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the Board of Managers.

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers as directed by the Board of Managers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate and as are authorized by the Board of Managers. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the Board of Managers.

    (e)        President. Subject to the further directives of the Board of Managers, the President shall have general and active management of the business of the Company subject to the supervision of the Board of Managers, shall see that all orders and resolutions of the Board of Managers and member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement and the Board of Managers.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purse and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the Board of Managers. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

    (g)        Other Officers. The Board of Managers from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Managers may determine in its sole discretion. The Board of Managers from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the Board of Managers, are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.4 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s), Board of Managers, and officers herein set forth.

        Section 4.5 Expenses. Except as otherwise provided in this Agreement, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the Board of Managers to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the Managers or member(s) in connection with this Agreement, including, without limitation:

(a)     all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any Managers or member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the Member(s) and Board of Managers;

(b)     all expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

(c)     all expenses for indemnity or contribution payable by the Company to any person;

(d)     all expenses incurred in connection with the collection of amounts due to the Company from any person;

(e)     all expenses incurred in connection with the preparation of amendments to this Agreement; and

(f)     expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

        Section 5.1 Form of Contribution. The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. The members may make additional contributions in the future in the amounts and to the extent the Board of Managers determines.

ARTICLE VI

Allocations, Distribution and Withholding

        Section 6.1 Allocations. The Net Profit and Net Loss of the Company, including each item of income, gain, loss, deduction and credit shall be allocated with respect to each Fiscal Year (or portion thereof) among the members in proportion to their membership interest percentages.

        Section 6.2 Distributions. Distributions may be made to the members at such times as determined in the sole discretion of the Board of Managers, or at such other times as the members by unanimous consent shall determine.

        Section 6.3 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may receive distributions from the Company in any form other than cash, and may be compelled to accept a distribution of any asset in kind from the Company.

        Section 6.4 Withholding. The Company is authorized to withhold from distributions to a member, or with respect to allocations to a member, and to pay over to a federal, state or local government, any amounts required to be withheld pursuant to the Internal Revenue Service Code or any provisions of any other federal, state or local law. Any amounts so withheld shall be treated as having been distributed to such member for all purposes of this Agreement, and shall be offset against the current or next amounts otherwise distributable to such member.

ARTICLE VII

Assignment of Interests

        Section 7.1 Assignment of Interests. A member may assign and transfer all or any part of its Interest upon the written consent of all other members, if any. Provided that a transfer is permitted in accordance with the preceding sentence and the transferee agrees to be bound by the terms of this Agreement by executing a counterpart hereto or the transferee and members execute an Amended and Restated LLC Agreement of the Company, such transferee shall be deemed admitted as a member of the Company to the extent of such transferred Interest, and immediately thereafter the transferor shall be deemed withdrawn as a member of the Company to the extent of such transferred Interest.

ARTICLE VIII

Dissolution

Section 8.1 Duration. The duration of the Company shall be perpetual.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization; Reports

        Section 9.1 Tax Treatment. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes such that it will be treated as a separate entity for federal, state, and local tax purposes. The Company has elected to Check-the-Box for purposes of federal taxation such that the Company shall be treated as a separate corporation and will not be subject to the default provision, which would disregard the entity, or if there were two or more members hereof, would tax the Company as a partnership.

        Section 9.2 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, any member, or any Manager, officers, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, Manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

        Section 11.3 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (a) to make it enforceable or valid and (b) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

        Section 11.4 Filings. Cecilia Temple was an “authorized person” within the meaning of the Act for purposes of filing the original Certificate of Formation of the Company with the State of Delaware on June 9, 2003. Following the execution and delivery of this Agreement, the Member shall be an “authorized person” within the meaning of the Act, and shall prepare any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

CINERGY CAPITAL & TRADING, INC.



By: ________________________
         Michael J. Cyrus
         President

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Solutions of Narrows, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 17, 2003, Cinergy Solutions of Narrows, 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”).

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, March 17, 2003; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Solutions of Narrows, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, March 17, 2003.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Solutions, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.1, each officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective March 17, 2003.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. In the event that that the Company shall have more than one member, it is the intention of the members that the Company be taxed as a partnership for federal and all relevant state tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes to accomplish the foregoing objective.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the member(s) shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable; provided that if there is more than one member, the prior written consent of all the member(s) shall be required in order for the Company to make an election pursuant to Section 754 of the Code.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, any member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple, is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

    Cinergy Solutions, Inc.



By: ___________________
     M. Stephen Harkness
     President and Chief Operating Officer

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Solutions of Narrows, LLC

        This Certificate of Formation of Cinergy Solutions of Narrows, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

        The name of the limited liability company shall be:

Cinergy Solutions of Narrows, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 17^th day of March 2003.

/s/ Cecilia Temple
Cecilia Temple
Authorized Person

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Solutions of Rock Hill, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 17, 2003, Cinergy Solutions of Rock Hill, 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”).

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, March 17, 2003; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Solutions of Rock Hill, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, March 17, 2003.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Solutions, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members, or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.1, each elected officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective March 17, 2003.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. In the event that that the Company shall have more than one member, it is the intention of the members that the Company be taxed as a partnership for federal and all relevant state tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes to accomplish the foregoing objective.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the member(s) shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable; provided that if there is more than one member, the prior written consent of all the member(s) shall be required in order for the Company to make an election pursuant to Section 754 of the Code.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, any member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple, is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

      Cinergy Solutions, Inc.



By: ___________________
       M. Stephen Harkness
       President and Chief Operating Officer

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Solutions of Rock Hill, LLC

        This Certificate of Formation of Cinergy Solutions of Rock Hill, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

The name of the limited liability company shall be: Cinergy Solutions of Rock Hill, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 17^th day of March 2003.

/s/ Celilia Temple
Cecilia Temple
Authorized Person

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Solutions of St. Bernard, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 6, 2003, Cinergy Solutions of St. Bernard, 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”).

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, January 6, 2003; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Solutions of St. Bernard, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, January 6, 2003.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Solutions, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s).

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected annually by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.1, each officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective January 6, 2003.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. In the event that that the Company shall have more than one member, it is the intention of the members that the Company be taxed as a partnership for federal and all relevant state tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes to accomplish the foregoing objective.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the member(s) shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable; provided that if there is more than one member, the prior written consent of all the member(s) shall be required in order for the Company to make an election pursuant to Section 754 of the Code.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, any member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple, is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

      Cinergy Solutions, Inc.



By: ___________________
       M. Stephen Harkness
       President and Chief Operating Officer

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Solutions of St. Bernard, LLC

        This Certificate of Formation of Cinergy Solutions of St. Bernard, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

        The name of the limited liability company shall be:

Cinergy Solutions of St. Bernard, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 6^th day of January 2003.

/s/ Cecilia Temple
Cecilia Temple
Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Climate Change Investments, LLC

        This Certificate of Formation of Cinergy Climate Change Investments, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

        The name of the limited liability company shall be:

Cinergy Climate Change Investments, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 9th day of June 2003.

_____________________________
Cecilia Temple
Authorized Person

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

CINTEC II LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of December 23, 2003, of CinTec II LLC, a Delaware limited liability company (the “Company”), by CinTec LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”);

RECITALS

        WHEREAS, the Company was formed on December 23, 2003 by the Sole Organizer under the Delaware Limited Liability Company Act (as amended from time to time, the “Act”);

        WHEREAS, the Member holds 100% of the membership interest in the Company; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business;

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I – Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II – General Provisions

        Section 2.1 Company Name. The name of the Company is CinTec II LLC. The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Manager.

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, OH 45201-0906, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The Company may carry on any lawful business, purpose or activity. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

ARTICLE III – Members

      Section 3.1 Admission of Members. New members shall be admitted only with the approval of the Member.

      Section 3.2 Classes.

    (a)        The membership interests of the Company shall consist of common membership interests (“Common Interests”).

    (b)        All Common Interests shall be identical with each other in every respect, except that, should additional members be admitted, Common Interests of each member shall reflect its capital account relative to the other members.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its capital contribution to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

      Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, if additional members are admitted, a majority of the members, determined in proportion to their respective interests in the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the members.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s).

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, the business and affairs of the Company shall be managed by or under the direction of the member(s) by majority vote.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Any member may at any time call a meeting of the member(s). Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the members.

ARTICLE IV- Management

        Section 4.1 (a) General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of a manager (the “Manager”) selected by the Member who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company as would (if the Company were a corporation) be subject to control by a board of directors, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Manager shall serve without compensation from the Company, and the Manager shall bear the cost of its participation in meetings and other activities of the Company.

    (b)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by the Manager and the Manager shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as it deems appropriate.

    (c)        Officers. The Manager from time to time may appoint any officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Manager may determine in its sole discretion. The Manager from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (d)        Officers as Agents; Authority. The officers, if appointed by the Manager, to the extent of their powers delegated to them by the Manager, are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.2 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Manager and the Member herein set forth.

        Section 4.3 Expenses. Except as otherwise provided in this Agreement, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the Manager to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the Member or the Manager in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any members of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the members;

    (b)        all expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V – Finance

        Section 5.1 Form of Contribution. The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all members must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all members. A capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. At any time that there is more than one member, capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations promulgated under Code Section 704 (the “Allocation Regulations”), so that the tax allocations provided in this Agreement shall, to the extent possible, have “substantial economic effect” within the meaning of the Allocation Regulations, or, if such allocations cannot have substantial economic effect, so that they may be deemed to be “in accordance with the members’ interests in the Company” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional members are admitted, the members in proportion to their respective capital accounts.

        Section 5.3 Allocation of Distributions. The distributions of the Company shall be allocated entirely to the Member or, if additional members are admitted, the members in proportion to their respective capital accounts.

ARTICLE VI – Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may receive distributions from the Company in any form other than cash, and may be compelled to accept a distribution of any asset in kind from the Company.

ARTICLE VII – Assignment of Membership and Common Interests

        Section 7.1 Assignment of Membership and Common Interests. Membership and Common Interests in the Company shall not be assignable or transferable.

        Section 7.2 Certificates. Common Interests in the Company may, but need not be, evidenced by a certificate of limited liability company interest issued by the Company.

ARTICLE VIII – Dissolution

        Section 8.1 Duration and Dissolution. The duration of the Company shall be perpetual.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional members are admitted, the members (acting by written consent of all members) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company in accordance with Section 8.1) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX - Tax Characterization; Reports

        Section 9.1 Tax Treatment. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes such that it will not be treated as a separate entity, but, instead, will be disregarded, for federal, state, and local tax purposes.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the Manager shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Manager shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Manager may, in its sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable.

ARTICLE X - Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither any member, nor any manager, officers, directors, stockholders, partners, employees, representatives or agents of any member, nor any officer, employee, representative, Manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI - Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional members are admitted, unanimous consent of the members.

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs and legal successors, or nominees or representatives, of the Member or, if additional members are admitted, the members and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

        Section 11.3 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not validate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company is invalid or unenforceable, this Agreement shall be construed or interpreted so as (a) to make it enforceable or valid and (b) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

        Section 11.4 Filings. Following the execution and delivery of this Agreement, the Member or the Manager shall promptly prepare any documents required to be filed and recorded under the Act, and the Member or the Manager shall promptly cause each such document to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member or the Manager shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Additional Documents. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate written confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional members are admitted, the members shall keep or cause to be kept at the address of the Company (or at such other place as the members shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

                   CinTec LLC

By: __________________________
       James E. Rogers
       Manager

EX-99

CERTIFICATE OF FORMATION

OF

CinTec II LLC

1. The name of the limited liability company is CinTec II LLC.

2. The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CinTec II LLC on this 23^rd day of December, 2003.

                        CinTec II LLC

/s/ Lynn T. Buckley
Name: Lynn T. Buckley
Title: Authorized Person

EX-99

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

CURRENT BROADBAND (OHIO), LLC

Pursuant to Section 18-202 of theDelaware
Limited Liability Company Act

    1.        The name of the limited liability company is Current Broadband (Ohio), LLC (the “Company”).

    2.        The Certificate of Formation of the Company is hereby amended to change the name of the Company to CCB Communications, LLC.

    3.        Accordingly, Article 1. of the Certificate of Formation shall, as amended, read as follows:

    “1.       The name of the limited liability company is CCB Communications, LLC.”

        IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment this 14^th day of August, 2003.

CURRENT BROADBAND (OHIO), LLC

By: /s/ Deanna C. Ranck
         Deanna C. Ranck
         Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

CURRENT BROADBAND (OHIO), LLC

    1.        The name of the limited liability company is Current Broadband (Ohio), LLC.

    2.        The address of its registered office in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Current Broadband (Ohio), LLC this 30^th day of May, 2003.

CCB KENTUCKY, LLC

By: /s/ Deanna C. Ranck
         Deanna C. Ranck
         Authorized Person

EX-99

LIMITED LIABILITY COMPANY AGREEMENT
OF
Cinergy Solutions of Monaca, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of December 16, 2003, Cinergy Solutions of Monaca, 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”).

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, December 16, 2003; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Solutions of Monaca, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, December 16, 2003.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Solutions, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

      Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.1, each officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement or prohibited by law, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective December 16, 2003.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. In the event that that the Company shall have more than one member, it is the intention of the members that the Company be taxed as a partnership for federal and all relevant state tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes to accomplish the foregoing objective.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the member(s) shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable; provided that if there is more than one member, the prior written consent of all the member(s) shall be required in order for the Company to make an election pursuant to Section 754 of the Code.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, any member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

Cinergy Solutions, Inc.

By: ___________________
          M. Stephen Harkness
         President

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Solutions of Monaca, LLC

        This Certificate of Formation of Cinergy Solutions of Monaca, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

        The name of the limited liability company shall be:
Cinergy Solutions of Monaca, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 16^th day of December 2003.

/s/ Cecilia Temple
Cecilia Temple
Authorized Person

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Broadband, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 22, 2003, Cinergy Broadband, LLC, a Delaware limited liability company (the “Company”), is entered into by Cinergy Technologies, 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”).

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, September 22, 2003; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Broadband, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, September 22, 2003.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Technologies, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

      Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.1, each officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective September 22, 2003.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. In the event that that the Company shall have more than one member, it is the intention of the members that the Company be taxed as a partnership for federal and all relevant state tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes to accomplish the foregoing objective.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the member(s) shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable; provided that if there is more than one member, the prior written consent of all the member(s) shall be required in order for the Company to make an election pursuant to Section 754 of the Code.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, any member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple, is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

                                          Cinergy Technologies, Inc.

By: ___________________
         R. Foster Duncan
         President

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Broadband, LLC

        This Certificate of Formation of Cinergy Broadband, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

        The name of the limited liability company shall be:
Cinergy Broadband, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 22^nd day of September 2003.

_____________________________
Cecilia Temple
Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

CCB INDIANA, LLC

    1.        The name of the limited liability company is CCB Indiana, LLC.

    2.        The address of its registered office n the Sate of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CCB Indiana, LLC this 14^th day of August, 2003.

CCB KENTUCKY, LLC

By: /s/ Deanna C. Ranck
         Deanna C. Ranck
         Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

CCB OHIO, LLC

    1.        The name of the limited liability company is CCB Ohio, LLC.

    2.        The address of its registered office in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CCB Ohio, LLC this 14^th day of August, 2003.

CCB KENTUCKY, LLC

By: /s/ Deanna C. Ranck
         Deanna C. Ranck
         Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

CCB KENTUCKY, LLC

    1.        The name of the limited liability company is CCB Kentucky, LLC.

    2.        The address of its registered office n the Sate of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CCB Kentucky, LLC this 14^th day of August, 2003.

CCB KENTUCKY, LLC

By: /s/ Deanna C. Ranck
         Deanna C. Ranck
         Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

National BPL, LLC

        This Certificate of Formation of National BPL, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

The name of the limited liability company shall be:
National BPL, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 17th day of December 2003.

/s/ Cecilia Temple
Cecilia Temple
Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Retail Sales, LLC

        This Certificate of Formation of Cinergy Retail Sales, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

        The name of the limited liability company shall be:
Cinergy Retail Sales, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 9th day of December 2003.

/s/Cecilia Temple
Cecilia Temple
Authorized Person

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Retail Sales, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of December 9, 2003, Cinergy Retail Sales, LLC, a Delaware limited liability company (the “Company”), is entered into by Cinergy Capital & Trading, Inc., an Indiana 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”).

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, December 9, 2003; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Retail Sales, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, December 9, 2003.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Capital & Trading, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

      Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.1, each officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement or prohibited by law, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective December 9, 2003.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes such that it will be treated as a separate entity for federal, state, and local tax purposes. The Company has elected to Check-the-Box for purposes of federal taxation such that the Company shall be treated as a separate corporation and will not be subject to the default provision, which would disregard the entity, or if there were two or more members hereof, would tax the Company as a partnership.

        Section 9.2 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, any member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

Cinergy Capital & Trading, Inc.

By: ___________________
       M. Stephen Harkness
       Vice President, Chief Financial Officer,
         and Chief Operating Officer

EX-99

EXHIBIT 4.6

CERTIFICATE OF TRUST
OF
CC FUNDING TRUST II

        THIS CERTIFICATE OF TRUST of CC Funding Trust II (the “Trust”), dated as of January 9, 2003, is being duly executed and filed by the undersigned, as trustees, with the Secretary of State of the State of Delaware to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code §3801 et seq.).

1. Name. The name of the statutory trust being formed hereby is “CC Funding Trust II.”

2. Delaware Trustee. The name and business address of the trustee of the Trust with a principal place of business in the State of Delaware are as follows: The Bank of New York (Delaware), 700 White Clay Center, Route 273, Newark, DE 19711.

3. Effective Date. This Certificate of Trust shall be effective at the time of its filing with the Secretary of State of the State of Delaware.

4. Counterparts. This Certificate of Trust may be executed in one or more counterparts.

        IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust at the time of filing of this Certificate of Trust, have executed this Certificate of Trust as of the date first above written.

THE BANK OF NEW YORK
   (DELAWARE).
as Delaware Trustee

By: /s/ William T. Lewis
      ------------------------
       Name: William T. Lewis
       Title: Senior Vice President

THE BANK OF NEW YORK
as Property Trustee

By: /s/ Paul J. Schmalzel
     -------------------------
       Name: Paul J. Schmalzel
       Title: Vice President

WENDY L. AUMILLER,
as Administrative Trustee

By: /s/ Wendy L. Aumiller
       -------------------------

EX-99

EXHIBIT 4.4

        DECLARATION OF TRUST, dated as of January 9, 2003 between Cinergy Corp., a Delaware corporation, as Sponsor (the “Sponsor”), and The Bank of New York, as trustee (the “Property Trustee”), The Bank of New York (Delaware), as trustee (the “Delaware Trustee”), and Wendy L. Aumiller, as trustee (the “Administrative Trustee,” and together with the Property Trustee and the Delaware Trustee, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

    1.        The Delaware statutory trust created hereby shall be known as “CC Funding Trust II” (the “Trust”), in which name the Trustees, or the Sponsor to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued.

    2.        The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. The Trust hereby acknowledges receipt of such amount from the Sponsor, which amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et. seq. (the “Statutory Trust Act”), and that this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Secretary of State of the State of Delaware in the form attached hereto in accordance with the provisions of the Statutory Trust Act. The trust is hereby established by the Sponsor and the Trustees for the purposes of (i) issuing preferred securities representing undivided beneficial interests in the assets of the Trust (“Preferred Securities”) in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling common securities representing an undivided beneficial interest in the assets of the Trust (“Common Securities”) to the Sponsor in exchange for cash and investing the proceeds thereof in additional debt securities of the Sponsor and (iii) engaging in such other activities as are necessary or incidental thereto.

    3.        The Sponsor and the Trustees will enter into an Amended and Restated Declaration of Trust, satisfactory to each such party and substantially in the form included as an exhibit to the Securities Act Registration Statement referred to below, to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such Amended and Restated Declaration of Trust, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

    4.        The Sponsor, as the sponsor of the Trust, is hereby authorized (i) to prepare and file with the Securities and Exchange Commission (the “Commission”) and execute, in each case on behalf of the Trust, (a) a Registration Statement on Form S-3 or on such other form or forms as may be appropriate, including without limitation any registration statement of the type contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”) (any such registration statement, whether on Form S-3, another form or under Rule 462(b) being referred to herein as the “Securities Act Registration Statement”), including any pre-effective or post-effective amendments to such Registration Statement, relating to the registration under the Securities Act of the Preferred Securities and certain other securities of the Sponsor and (b) if the Sponsor shall deem it desirable, a Registration Statement on Form 8-A (the “Exchange Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the Preferred Securities under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) if the Sponsor shall deem it desirable, to prepare and file with New York Stock Exchange, Inc. or any other automated quotation system, exchange or over-the-counter market (collectively, the “Exchanges”) and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any Exchange; (iii) to prepare and file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Sponsor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the terms of and execute on behalf of the Trust an underwriting or other purchase agreement among the Trust, the Sponsor and any underwriter(s), dealer(s) or agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf of the Trust letters or documents to, or instructions for filing with, a depository relating to the Preferred Securities. In the event that any filing referred to in clauses (i)-(iii) above is required by the rules and regulations of the Commission, any Exchange, the National Association of Securities Dealers, Inc. or state securities or blue sky laws, to be executed on behalf of the Trust by a Trustee, any natural person appointed pursuant to Section 6 hereof, in his or her capacity as trustee of the Trust, and the Sponsor are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

    5.        This Declaration of Trust may be executed in one or more counterparts.

    6.        The number of Trustees initially shall be three (3) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor that may increase or decrease the number of Trustees; provided, however, that the number of Trustees shall in no event be less than three (3); and provided further that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and meets other requirements imposed by applicable law. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty days’ prior notice to the Sponsor.

    7.        The Trust may be dissolved and terminated at the election of the Sponsor.

    8.        This Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).

    9.        The Sponsor agrees to indemnify each of the Property Trustee, the Delaware Trustee and the Administrative Trustee for, and to hold each of them harmless against, any and all loss, damage, claim, liability or expense incurred by such Trustee arising out of or in connection with the acceptance or administration of the Trust, except to the extent such loss, damage, claim, liability or expense is due to the negligence or bad faith of such Trustee.

        IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written.

CINERGY CORP.,
as Sponsor

By: /s/ Wendy L. Aumiller
     Name: Wendy L. Aumiller
     Title: Treasurer

THE BANK OF NEW YORK,
as Property Trustee

By: /s/ Paul J. Schmalzel
     Name: Paul J. Schmalzel
     Title: Vice President

THE BANK OF NEW YORK
  (DELAWARE),
as Delaware Trustee

By: /s/ William T. Lewis
     Name: William T. Lewis
     Title: Senior Vice President

WENDY L. AUMILLER,
 as Administrative Trustee

/s/ Wendy L. Aumiller

EX-99

CERTIFICATE OF INCORPORATION
OF
ELECTRIC CITY CORP.

    1.        Corporate Name. The name of the corporation (hereinafter, the “Corporation”) is Electric City Corp.

    2.        Registered Office and Agent. The address, including street, number, city and county, of the registered office of the Corporation is the State of Delaware is 1013 Centre Road, Wilmington, 13305 in the County of New Castle. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

    3.        Purposes. The nature of the business of the Corporation and the objects or purposes to be transacted, promoted, conducted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

    4.        Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 35,000,000, consisting of 30,000,000 shares of Common Stock, with a par value of $0.0001 per share, and 5,000,000 shares of Preferred Stock, with a par value of $0.01 per share (hereinafter, the “Capital Stock”).

(a) Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The authority is expressly vested in the Board of Directors to establish and designate the series and to fix the rights, preferences, privileges and Restrictions of any series of the Preferred Stock, including, without limitation, those relating to any dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences and sinking fund terms.

(b) Voting Rights. Except as may otherwise be provided by applicable law, each share of Common Stock shall be entitled to vote as one class for election of directors and on all other matters which may be submitted to a vote of stockholders of the Corporation.

(c) Dividends. Dividends may be declared from time to time on the Common Stock at the discretion of the board of directors of the Corporation and in accordance with the provisions of the General Corporation Law of the State of Delaware.

(d) Additional Issuances. At any time and from time to time while shares of Common Stock are outstanding, the Corporation may create one or more series or one or more classes of capital stock senior to or on a parity with the shares of Common Stock in payment of dividends or upon liquidation, dissolution or winding up.

    5.        Incorporator. The name and mailing address of the incorporator of the Corporation is Carol L. Helfrich, One IBM Plaza, Suite 3700, Chicago, Illinois, 60611.

    6.        Additional Provisions. For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders, the following additional provisions are set forth and made a part of this Certificate of Incorporation:

(a) The number of directors which shall constitute the whole board of directors of the Corporation shall be fixed by, or in the manner provided in, the by laws of the Corporation, but such number may from time to time be increased or decreased in such manner as may be prescribed by the by laws. The election of directors need not be by ballot.

(b) In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors of the Corporation is expressly authorized and empowered:

1. to make, alter, amend and repeal the by laws of the Corporation, except as otherwise provided or permitted under the General Corporation Law of the State of Delaware and except that any by law which, in accordance with the provisions of the by laws, may be altered, amended or repealed only by the stockholders may not be altered, amended or repealed by the directors;

2. subject to the applicable provisions of the by laws then in effect, to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right, except as conferred by the laws of the State of Delaware, to inspect any account or book or document of the Corporation unless and until authorized so to do by resolution of the board of directors or the stockholders of the Corporation;

3. without the assent or vote of the stockholders of the Corporation, to authorize and issue obligations of the Corporation, secured or unsecured, to include therein such provisions as to redeem ability, convertibility or otherwise, as the board of directors, in its sole discretion, may determine, and to authorize the mortgaging or pledging, as security therefore, of any property of the Corporation, real or personal, including after-acquired property;

4. to determine whether any, and if any, what part, of the surplus of the Corporation or, in the event there shall be no such surplus, of the net profits of the Corporation for the tem current fiscal year or the then immediately preceding fiscal year shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such surplus or such net profits;

5. to fix from time to time the amount of profits of the Corporation to be reserved as working capital or for any other lawful purpose; and

6. to establish bonus, profit-sharing or other types of incentive or compensation plans for employees(including officers and directors) of the Corporation and to fix the amount of profits to be distributed or shared and to determine the persons to participate in any such plans and the amounts of their respective participation.

        In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the board of directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware and the Certificate of Incorporation and the by laws of the Corporation.

(c) Any director or any officer elected or appointed by the stockholders or by the board of directors may be removed at any time in such manner as shall be provided in the by laws of the Corporation.

(d) Subject to any limitations in the by laws of the Corporation, the members of the board of directors shall be entitled to reasonable fees, salaries or other compensation for their services and to reimbursement for their expenses as such members. Nothing contained herein shall preclude any director from serving the Corporation or any subsidiary or affiliated corporation, in any other capacity and receiving proper compensation therefore.

(e) If the by laws of the Corporation so provide, the stockholders and board of directors of the Corporation shall have power to hold their meetings, to have an office or offices and to keep the books of the Corporation, subject to the provisions of the laws of the State of Delaware at such place or places as may from time to time be designated by the board of directors.

(f) Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title S of the Delaware Code or on the applications of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title S of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such a manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation, as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

    7.        Indemnification and Insurance. The board of directors of the Corporation may, by resolution adopted from time to time, indemnity such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time.

    8.        Liability of Directors. No directors of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders (ii) for acts or omissions not in good faith or which involves international misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect the Corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the Corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by laws of the Corporation or as may be permitted by the General Corporation Law of the State of Delaware.

    9.        Amendment. Any of the provisions of this Certificate of Incorporation may from time to time be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws. And all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Section 9. The undersigned, being the incorporator above named, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this certificate and does hereby certify that the facts stated herein are true; and the undersigned has hereunto accordingly set his hand.

Dated: May 6, 1998

/S/ CAROL L. HELFRICH
Carol L. Helfrich