U-1

                                                             File No. 70-

                   SECURITIES AND EXCHANGE COMMISSION
                            450 FIFTH STREET
                         WASHINGTON, D.C.  20549
               __________________________________________
                    FORM U-1 APPLICATION-DECLARATION
                                  UNDER
             THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
              ____________________________________________

                             Cinergy Corp.
                         139 East Fourth Street
                         Cincinnati, Ohio  45202

                 (Name of company filing this statement
               and address of principal executive offices)

                              Cinergy Corp.
                (Name of top registered holding company)

William J. Grealis                        George Dwight II
Vice President/Chief Strategic Officer    Senior Counsel
Cinergy Corp.                             Cinergy Corp.
139 East Fourth Street, 29AT2             139 East Fourth Street, 25AT2
Cincinnati, Ohio 45202                    Cincinnati, Ohio 45202
William C. Weeden
Skadden, Arps, Slate, Meagher & Flom, LLP
1440 New York Avenue, N. W.
Washington, DC 20005

                (Name and address of agents for service)



Item 1. Description of Proposed Transactions

A.   Introduction; Requested Authorization

     Cinergy Corp., a registered public utility holding company
("Cinergy"), seeks Commission authorization under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), to adopt and implement
a shareholder rights plan (the "Plan").

     Pursuant to the Plan, the Board of Directors (the "Board") of
Cinergy intends to declare a dividend of one right (a "Right") for each
outstanding share of Cinergy Common Stock, par value $0.01 per share (the
"Common Stock"), payable to shareholders of record on the tenth business
day after receipt of the authorization herein requested (the "Record
Date").  As of April 30, 2000, there were approximately 159 million shares
of Common Stock outstanding.  The Rights will be created by and issued
pursuant to a Rights Agreement (the "Rights Agreement"), between Cinergy
and The Fifth Third Bank, an Ohio banking corporation, as Rights Agent.

     More specifically, Cinergy herein seeks authorization under the Act
to implement the Plan and the Rights Agreement, including, among other
actions permitted by the Rights Agreement, the following transactions:

     (1)  The dividend distribution of the Rights;

     (2)  The making of adjustments to the Exercise Price (defined
below), and the issuance and sale of Common Stock or the transfer of other
assets upon exercise of the Rights;

     (3)  The redemption of Rights; and

     (4)  Amending the Rights Agreement from time to time as described
herein.

B.   Background:  Shareholder Rights Plans

     Shareholder rights plans have become a widely accepted means to
maximize shareholder value by reducing the risk of nonrealization of
shareholder value due to opportunistic acquisition proposals.  A
fundamental purpose of these plans is to encourage potential acquirors to
negotiate with the Board.  And having such a plan in place may enhance the
probability that a competing offer will emerge.  More than 2,000 companies
have adopted rights plans, including a majority of the Fortune 500
companies and more than 40 utility companies.  The Commission has issued
numerous orders authorizing registered public utility holding companies to
adopt rights plans similar to the instant Plan./1/

     The Rights Agreement is appropriate and necessary to preserve, in
the event of an attempted takeover, Cinergy's value for its shareholders.
It is designed to deter attempts to acquire Cinergy in a manner or on terms
which the Board determines are not in the best interests of all
shareholders.  Specifically, the Rights Agreement is intended to:

     (i)  reduce the risk of two-tiered, front-end loaded tender offers
or partial tender offers which may not offer fair and equal value to all
shareholders of Cinergy;

     (ii) deter potential accumulators of Cinergy's shares who (through
open market and/or private purchases) may achieve a position of substantial
influence, or even control, without paying to the selling or remaining
shareholders of Cinergy an appropriate control premium for their shares;

     (iii)     deter potential accumulators of Cinergy's shares who are
only interested in putting Cinergy into "play"; and

     (iv) preserve for Cinergy's Board maximum bargaining power and
flexibility to deal with hostile acquirors in order to be in a position to
maximize value for all shareholders.

     The Rights Agreement attempts to achieve these goals by confronting
a potential acquiror of more than 10% of Cinergy's outstanding Common Stock
with the possibility that Cinergy's shareholders, by exercising their
Rights, will be able to increase substantially such acquiror's cost of
acquiring Cinergy.

     The Plan would not, however, make Cinergy "acquisition-proof" nor
preclude a proxy contest.  Shareholder rights plans in general and this
Plan in particular protect against takeover abuses, give all interested
parties an increased period of time in which to make decisions on
fundamental matters such as a takeover, and strengthen the ability of the
Board to fulfill its fiduciary duties in considering an acquisition offer
that gives maximum long-term value to the holders of the Common Stock.

     For all of these reasons, Cinergy believes that the Plan, including
the adoption of the Rights Agreement and the distribution of the Rights to
Cinergy's shareholders, provides appropriate protections for shareholders
from the takeover abuses discussed above.

C.   Description of Plan

     1.   Exercise Price

     The Rights created under the Rights Agreement would entitle the
holders thereof to purchase one share of Common Stock at a price of $100
per whole share of Common Stock (the "Exercise Price"), subject to
adjustment.  Initially, the Rights would not be exercisable and would trade
with the outstanding shares of Common Stock.  Upon the occurrence of the
triggering events described below, the Rights would become exercisable and
certificates representing the Rights would be distributed and would trade
independently of such outstanding shares.  However, the Rights would not
entitle the holders thereof to make a discounted purchase of shares of
Cinergy's Common Stock or of the common stock of the person proposing to
acquire Cinergy until the occurrence of either of the events described
below under "Discount Purchase Right."

     2.   Distribution Events

     The Rights would become exercisable (i.e., Common Stock could be
purchased at the Exercise Price pursuant to the Rights) upon the earlier to
occur of (such date, the "Distribution Date") (i) 10 business days after
the first public announcement that any person or group (an "Acquiring
Person") has without the Board's prior consent acquired beneficial
ownership of 10% or more of Cinergy's outstanding Common Stock
("Acquisition Event") and (ii) 10 business days (unless extended by the
Board) after any person or group has commenced a tender or exchange offer
which would, upon its consummation, result in such person or group becoming
an Acquiring Person ("Offer Event").

     3.   Discount Purchase Right

     After the Distribution Date, if an Acquisition Event has occurred,
the holders of the Rights (other than an Acquiring Person and certain
transferees thereof, whose Rights will become void) would immediately have
the right to receive (subject to the effectiveness of an appropriate
registration statement under the Securities Act of 1933), for each Right
exercised, Common Stock having a market value equal to two times the
Exercise Price then in effect ("Discount Purchase Right").

     In the event that, following an Acquisition Event, (i) Cinergy is
acquired by another person or entity not controlled by Cinergy ("Acquiror")
in a merger or other business combination transaction in which Cinergy is
not the continuing or surviving entity, (ii) an Acquiror consolidates or
merges into Cinergy in a merger or other business combination transaction
in which Cinergy is the continuing or surviving entity and, in connection
with the transaction, all or part of the Common Stock is changed into or
exchanged for property, or (iii) 50% or more of Cinergy's consolidated
assets or earning power is sold or transferred to an Acquiror, each holder
of a Right (except Rights which previously have been voided as set forth
above) will thereafter be entitled to receive, for each Right exercised,
common stock of the Acquiror or other appropriate party having a market
value equal to two times the Exercise Price then in effect.

     4.   Redemption of Rights

     The Rights may be redeemed, as a whole, at a Redemption Price of
$0.01 per Right, subject to adjustment, at the direction of the Board,
which Redemption Price shall be paid at Cinergy's option, in cash, shares
of Common Stock or other appropriate form of consideration, at any time
prior to the earlier of (i) the close of business on the date that any
person has become an Acquiring Person and (ii) the date of final expiration
of the Rights. The Rights will expire at the close of business ten years
from the date of the Rights Agreement, unless earlier redeemed or exchanged
by Cinergy as described below.

     5.   Adjustments to Exercise Price

     The Exercise Price payable, and the number of shares of Common
Stock (or other securities, as the case may be) issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of
the Common Stock of certain rights or warrants to subscribe for or purchase
shares of Common Stock or convertible securities at less than the then
current market price of Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable in Common
Stock) or of subscription rights or warrants. Prior to the date on which
the Rights become exercisable, the Board may make such equitable
adjustments as it deems appropriate in the circumstances in lieu of any
adjustment otherwise required by the foregoing.

     With certain exceptions, no adjustment in the Exercise Price will
be required until the time at which cumulative adjustments require an
adjustment of at least 1% in such Exercise Price.  No fractional shares of
Common Stock will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Common Stock on the last
trading date prior to the date of exercise.

     6.   Amendments

     The terms of the Rights may be amended by the Board (i) prior to
the Distribution Date in any manner, and (ii) on or after the Distribution
Date to cure any ambiguity, to correct or supplement any provision of the
Rights Agreement which may be defective or inconsistent with any other
provisions, or in any manner not adversely affecting the interests of the
holders of the Rights (including the interests of any Acquiring Person) or,
subject to certain limitations, to shorten or lengthen any time period
under the Rights Agreement.  The terms of the Rights may not be amended at
a time when the Rights are not redeemable.

Item 2.   Fees, Commissions and Expenses

     The fees, commissions, and expenses paid or to be paid or incurred
by Applicant or any associate company thereof in connection with the
proposed transactions are estimated as follows:

     Skadden Arps Slate Meagher & Flom                 $45,000
     Rights Agent                                      $ 5,000
     TOTAL                                             $50,000

Item 3.   Applicable Statutory Provisions

     Sections 6(a), 7, 9(a), 10 and 12(c) of the Act and Rules 42 and 54
thereunder are or may be applicable to the proposed transactions./2/

     Rule 54 provides that in determining whether to approve the issue or
sale of a security by a registered holding company for purposes other than
the acquisition of an exempt wholesale generator (as defined in section 32
of the Act, "EWG") or a foreign utility company (as defined in section 33
of the Act, "FUCO"), or other transactions by such registered holding
company or its subsidiaries other than with respect to EWGs or FUCOs, the
Commission shall not consider the effect of the capitalization or earnings
of any subsidiary which is an EWG or a FUCO upon the registered holding
company if paragraphs (a), (b) and (c) of Rule 53 are satisfied.

     Cinergy currently does not meet the conditions of Rule 53(a).  As of
March 31, 2000, Cinergy's "aggregate investment," as defined in Rule
53(a)(1), in EWGs and FUCOs was approximately $607.8 million.  This amount
is equal to approximately 58% of Cinergy's average "consolidated retained
earnings," also as defined in Rule 53(a)(1), for the four quarters ended
March 31, 2000, of approximately $1055.8 million, which exceeds the 50%
"safe harbor" limitation contained in the rule.

     By order dated March 23, 1998 (HCAR No. 26848) ("1998 Order"), the
Commission authorized Cinergy to increase its aggregate investment in EWGs
and FUCOs to an amount equal to 100% of Cinergy's average "consolidated
retained earnings."  By order dated June 23, 2000 (HCAR No. 27190) ("2000
Order"), the Commission granted Cinergy additional authorization to invest
in EWGs and FUCOs beyond that granted in the 1998 Order   specifically, $1
billion in addition to Cinergy's aggregate investment at the date of such
order.  Although Cinergy's aggregate investment at March 31, 2000 exceeds
the 50% "safe harbor" limitation, this investment is below the limitation
authorized by the 1998 and 2000 Orders.

     With respect to capitalization, there has been no material adverse
impact on Cinergy's consolidated capitalization resulting from Cinergy's
investments in EWGs and FUCOs.  As of September 30, 1997, the most recent
period for which financial statement information was evaluated in the 1998
Order, Cinergy's consolidated capitalization consisted of 44.1% equity and
55.9% debt.  As of March 31, 2000, Cinergy's consolidated capitalization
consisted of 43.5 % equity and 56.5% debt.  These ratios are within
acceptable ranges, as further reflected by the fact that at March 31, 2000
Cinergy's senior unsecured debt was rated "investment grade" by all the
major rating agencies.  The impact of the proposed transactions upon

     Cinergy's consolidated capitalization will be insubstantial.

     With respect to earnings, Cinergy's interests in EWGs and FUCOs have
made consistent and significant contributions to Cinergy's consolidated
retained earnings, as reflected in the quarterly certificates filed by
Cinergy in Docket No. 70-9011.  Although Cinergy's consolidated earnings
for the year ended December 31, 1997 were negatively affected by Cinergy's
50% ownership interest in Midlands Electricity plc ("Midlands"), a FUCO,
this was solely as a result of the imposition by the United Kingdom of a
one-time, non-recurring windfall tax.  Significantly, this tax did not
affect earnings from ongoing operations, and therefore would not have any
negative impact on earnings in future periods.  In July 1999, Cinergy sold
all of its ownership in Midlands, realizing a substantial profit.

     Cinergy satisfies all of the other conditions of paragraphs (a) and
(b) of Rule 53.  With reference to Rule 53(a)(2), Cinergy maintains books
and records in conformity with, and otherwise adheres to, the requirements
thereof.  With reference to Rule 53(a)(3), no more than 2% of the employees
of Cinergy's domestic public utility companies render services, at any one
time, directly or indirectly, to EWGs or FUCOs in which Cinergy directly or
indirectly holds an interest.  With reference to Rule 53(a)(4), Cinergy
will concurrently provide a copy of this application to each regulator
referred to therein, and will otherwise comply with the requirements
thereof concerning the furnishing of information.  With reference to Rule
53(b), none of the circumstances enumerated in subparagraphs (1), (2) and
(3) thereunder have occurred.  Finally, Rule 53(c) by its terms is
inapplicable since the proposed transactions do not involve the issue or
sale of a security to finance the acquisition of an EWG or FUCO.

Item 4.   Regulatory Approval

     The proposed transactions are not subject to the jurisdiction of
any state or federal commission other than this Commission.

Item 5.   Procedure

     Applicant requests that the Commission issue an order as soon as
practicable after the expiration of the applicable public notice period
granting and permitting this Application-Declaration to become effective.

     Applicant waives a recommended decision by a hearing officer or
other responsible officer of the Commission; consents that the Staff of the
Division of Investment Management may assist in the preparation of the
Commission's order; and requests that there be no waiting period between
the issuance of the Commission's order and its effectiveness.

Item 6.   Exhibits and Financial Statements

     (a)  Exhibits

     A-1          Certificate of incorporation of Cinergy (incorporated
by reference from Cinergy's 1993 Form 10-K in File No. 1-11377)

     A-2          By-laws of Cinergy, as amended on April 21, 1999
(incorporated by reference from Cinergy's March 31, 1999 Form 10-Q in File
No. 1-11377)

     A-3          Form of Rights Agreement, dated July ____, 2000,
between Cinergy and The Fifth Third Bank, as Rights Agent

     B            Not applicable

     C            Not applicable

     D            Not applicable

     E            Not applicable

     F-1    Preliminary Opinion of Counsel

     G            Form of Federal Register Notice

Financial Statements

     NOTE:  Cinergy corporate and consolidated actual and pro forma
financial statements are omitted since the proposed transactions will not
have a material impact thereon.

Item 7.   Information as to Environmental Effects

     (a)  The proposed transactions are designed to assist
Cinergy's Board in responding to an unsolicited takeover.  Consequently,
the Commission's action in this matter will not constitute any major
federal action significantly affecting the quality of the human
environment.

     (b)  No other federal agency has prepared or is preparing
an environmental impact statement with regard to the proposed transactions.



                                       SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this
Application-Declaration on Form U-1 to be signed on its behalf by the
officer indicated
below.

Dated:  July 28, 2000

                                        Cinergy Corp.

                                        By:  /s/William J. Grealis
                                        Vice President & Chief Strategic
                                        Officer

                                ENDNOTES

/1/  See HCAR Nos. 27052, July 23, 1999 (Allegheney Energy, Inc.); 27013,
April 30, 1999 (Northeast Utilities); 26965, January 15, 1999 (Interstate
Energy Corp.); 26961, December 29, 1998 (Ameren Corp.); 26861, April 22,
1998 (Conectiv, Inc.); 26797, December 19, 1997 (Central and South West
Corp.); 26751, August 1, 1997 (New Century Energies, Inc.); 26532, June 12,
1996 (National Fuel Gas Co.); 26434, December 19, 1995 (Consolidated
Natural Gas Co.).

/2/  Cinergy shareholder approval is not required for the adoption of the
Plan inasmuch as Cinergy does not intend to increase the number of shares
of Common Stock (600,000,000) authorized by its certificate of
incorporation.  Accordingly, Commission authorization to solicit proxies
under Section 12(e) is not being requested.

EX-99.A

                              CINERGY CORP.

                                   And

                          THE FIFTH THIRD BANK,

                              Rights Agent


                             ______________



                            Rights Agreement

                        Dated as of July __, 2000
                            RIGHTS AGREEMENT

    RIGHTS AGREEMENT, dated as of July __, 2000 (the "Agreement" or
"Rights Agreement"), between Cinergy Corp., a Delaware corporation (the
"Company"), and The Fifth Third Bank, an Ohio banking corporation, as
Rights Agent (the "Rights Agent").

                           W I T N E S S E T H

    WHEREAS, on July __, 2000 (the "Rights Dividend Declaration Date"),
the Board of Directors of the Company authorized and granted to each holder
of common stock, par value $.01 per share, of the Company (the "Common
Stock"), outstanding at the close of business on the tenth Business Day
following the first public announcement by the Company of receipt of
approval of the dividend and this Rights Agreement by the Securities and
Exchange Commission pursuant to the Public Utility Holding Company Act of
1935 (the "Record Date") the option and right to purchase, upon the terms
and subject to the conditions hereinafter set forth, one share of Common
Stock for each share of Common Stock so held on the Record Date at an
initial purchase price of $100.00 per share, subject to adjustment as
provided hereinafter (such options and rights are hereinafter referred to
as the "Rights") and also authorized and granted one Right for each share
of Common Stock issued or delivered (whether originally issued or delivered
from treasury) between the Record Date and the Distribution Date (as such
term is defined in Section 3 hereof);

    NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

Section 1.  Certain Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated:

(a) "Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates (as such term is
hereinafter defined) and Associates (as such term is hereinafter defined)
of such Person, shall be the Beneficial Owner (as such term is hereinafter
defined) of ten percent (10%) or more of the shares of Common Stock then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary of
the Company, (iii) any employee benefit plan or employee stock plan of the
Company or of any Subsidiary of the Company, (iv) the dividend reinvestment
plan of the Company, (v) any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan,
(vi) any Person who becomes the Beneficial owner of ten percent (10%) or
more of the shares of Common Stock then outstanding as a result of a
reduction in the number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company unless and until such
Person, after becoming aware that such Person has become the Beneficial
Owner of ten percent (10%) or more of the then outstanding shares of Common
Stock, acquires beneficial ownership of additional shares of Common Stock
representing one percent (1%) or more of the shares of Common Stock then
outstanding, or (vii) any such Person who has reported or is required to
report such ownership (but less than 20%) on Schedule 13G under the
Securities and Exchange Act of 1934, as amended and in effect on the date
of the Agreement (the "Exchange Act") (or any comparable or successor
report) or on Schedule 13D under the Exchange Act (or any comparable or
successor report) which Schedule 13D does not state any intention to or
reserve the right to control or influence the management or policies of the
Company or engage in any of the actions specified in Item 4 of such
schedule (other than the disposition of the Common Stock) and, within 10
Business Days of being requested by the Company to advise it regarding the
same, certifes to the Company that such Person acquired shares of Common
Stock in excess of 9.9% inadvertently or without knowledge of the terms of
the Rights and who, together with all Affiliates and Associates, thereafter
does not acquire additional shares of Common Stock while the Beneficial
Owner of 10% or more of the shares of Common Stock then outstanding;
provided, however, that if the Person requested to so certify fails to do
so within 10 Business Days, then such Person shall become an Acquiring
Person immediately after such 10-Business-Day period.

(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act, as in effect on the date of this Agreement.

(c) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities:

    (i)  which such Person or any of such Person's Affiliates or
    Associates, directly or indirectly, has the right to acquire
    (whether such right is exercisable immediately or only after
    the passage of time) pursuant to any agreement, arrangement or
    understanding (whether or not in writing) or upon the exercise
    of conversion rights, exchange rights, rights, warrants or
    options, or otherwise; provided, however, that a Person shall
    not be deemed the "Beneficial Owner" of, or to "beneficially
    own," (A) securities tendered pursuant to a tender or exchange
    offer made by such Person or any of such Person's Affiliates
    or Associates until such tendered securities are accepted for
    purchase or exchange, (B) securities issuable upon exercise of
    Rights at any time prior to the occurrence of a Triggering
    Event, or (C) securities issuable upon exercise of Rights from
    and after the occurrence of a Triggering Event which Rights
    were acquired by such Person or any of such Person's
    Affiliates or Associates prior to the Distribution Date or
    pursuant to Section 3(a) or Section 22 hereof (the "Original
    Rights") or pursuant to Section 11(i) hereof in connection
    with an adjustment made with respect to any Original Rights;

    (ii)      which such Person or any of such Person's Affiliates
    or Associates, directly or indirectly, has the right to vote
    or dispose of or has "beneficial ownership" of (as determined
    pursuant to Rule 13d-3 of the General Rules and Regulations
    under the Exchange Act and any successor provision thereof),
    including pursuant to any agreement, arrangement or
    understanding, whether or not in writing; provided, however,
    that a Person shall not be deemed the "Beneficial Owner" of,
    or to "beneficially own," any security under this subparagraph
    (ii) as a result of an agreement, arrangement or understanding
    to vote such security if such agreement, arrangement or
    understanding: (A) arises solely from a revocable proxy given
    in response to a public proxy or consent solicitation made
    pursuant to, and in accordance with, the applicable provisions
    of the General Rules and Regulations under the Exchange Act,
    and (B) is not also then reportable by such Person on Schedule
    13D under the Exchange Act (or any comparable or successor
    report); or

    (iii)  which are beneficially owned, directly or indirectly,
    by any other Person (or any Affiliate or Associate thereof)
    with which such Person (or any of such Person's Affiliates or
    Associates) has any agreement, arrangement or understanding
    (whether or not in writing), for the purpose of acquiring,
    holding, voting (except pursuant to a revocable proxy as
    described in the proviso to subparagraph (ii) of this
    paragraph (c)) or disposing of any voting securities of the
    Company; provided, however, that nothing in this paragraph (c)
    shall cause a Person engaged in business as an underwriter of
    securities to be the "Beneficial Owner" of, or to
    "beneficially own," any securities acquired through such
    Person's participation in good faith in a firm commitment
    underwriting (pursuant to an underwriting agreement with the
    Company) until the expiration of forty (40) days after the
    date of such acquisition, and then only if such securities
    continue to be owned by such Person at such expiration of
    forty days.

(d) "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.

(e) "Close of Business" on any given date shall mean 5:00 P.M., Eastern
time, on such date; provided, however, that if such date is not a Business
Day, it shall mean 5:00 P.M., Eastern time, on the next succeeding Business
Day.

(f) "Common Stock" shall mean the Common Stock, par value $.01 per share,
of the Company, except that "Common Stock" when used with reference to any
Person other than the Company shall mean the capital stock of such Person
with the greatest voting power, or the equity securities or other equity
interest having power to control or direct the management, of such Person.

(g) "Current Market Price" shall have the meaning set forth in Section
11(d) hereof.

(h) "Current Value" shall have the meaning set forth in Section 11(a)(iii)
hereof.

(i) "Distribution Date" shall have the meaning set forth in Section 3(a)
hereof.

(j) "Expiration Date" shall have the meaning set forth in Section 7(a)
hereof.

(k) "Final Expiration Date" shall have the meaning set forth in Section
7(a) hereof.

(l) "Person" shall mean any individual, firm, corporation, partnership or
other entity.

(m) "Principal Party" shall have the meaning set forth in Section 13(b)
hereof.

(n) "Purchase Price" shall have the meaning set forth in Section 4(a)
hereof.

(o) "Qualified Offer" shall have the meaning set forth in Section
11(a)(ii) hereof.

(p) "Record Date" shall have the meaning set forth in the WHEREAS clause
at the beginning of this Agreement.

(q) "Rights" shall have the meaning set forth in the WHEREAS clause at the
beginning of this Agreement.

(r) "Rights Agent" shall have the meaning set forth in the parties clause
at the beginning of this Agreement.

(s) "Rights Certificate" shall have the meaning set forth in Section 3(a)
hereof.

(t) "Rights Dividend Declaration Date" shall have the meaning set forth in
the WHEREAS clause at the beginning of this Agreement.

(u) "Section 11(a)(ii) Event" shall mean any event described in Section
11(a)(ii) hereof.

(v) "Section 13(a) Event" shall mean any event described in clauses (x),

(w) or (z) of Section 13(a) hereof.

(x) "Spread" shall have the meaning set forth in Section 11(a)(iii)
hereof.

(y) "Stock Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include,
without limitation, a report filed or amended pursuant to Section 13(d)
under the Exchange Act (or any comparable or successor report)) by the
Company or an Acquiring Person that an Acquiring Person has become such
other than pursuant to a Qualified Offer.

(z) "Subsidiary" shall mean, with reference to any Person, any corporation
of which an amount of voting securities sufficient to elect at least a
majority of the directors of such corporation is beneficially owned,
directly or indirectly, by such Person, or which is otherwise controlled by
such Person.

(aa)  "Substitution Period" shall have the meaning set forth in Section
11(a)(iii) hereof.

(ab)  "Summary of Rights" shall have the meaning set forth in Section 3(b)
hereof.

(ac)  "Trading Day" shall have the meaning set forth in Section 11(d)
hereof.

(ad)  "Triggering Event" shall mean any Section 11(a)(ii) Event or any
Section 13(a) Event.

Section 2.  Appointment of Rights Agent.  The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall prior to the Distribution
Date also be the holders of the Common Stock) in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-rights
agents as it may deem necessary or desirable.

Section 3.  Issuance of Rights Certificates.  (a) Until the earlier of (i)
the Close of Business on the tenth day after the Stock Acquisition Date
(or, if the tenth day after the Stock Acquisition Date occurs before the
Record Date, the Close of Business on the Record Date) or (ii) the Close of
Business on the tenth Business Day (or such later date as may be determined
by the Company's Board of Directors) after the date that a tender or
exchange offer by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan or employee stock plan of the Company or
of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if
upon consummation thereof, such Person would become an Acquiring Person,
other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being
herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by
the certificates for the Common Stock registered in the names of the
holders of the Common Stock (which certificates for Common Stock shall be
deemed also to be certificates for Rights) and not by separate
certificates, and (y) the Rights will be transferable only in connection
with the transfer of the underlying shares of Common Stock (including a
transfer to the Company). As soon as practicable after the Distribution
Date, the Company shall prepare and execute and the Rights Agent will
countersign, and the Rights Agent, if requested by the Company, will send
by first-class, postage prepaid mail, to each record holder of the Common
Stock as of the Close of Business on the Distribution Date, at the address
of such holder shown on the records of the Company, one or more rights
certificates, in substantially the form of Exhibit A hereto (the "Rights
Certificates"), evidencing one Right for each share of Common Stock so
held, subject to adjustment as provided herein. As of and after the
Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.

(b) The Company will make available a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit B (the "Summary of
Rights") to any holder of Rights who may so request from time to time. With
respect to certificates for the Common Stock outstanding as of the Record
Date or issued subsequent to the Record Date, unless and until the
Distribution Date shall occur, the Rights will be evidenced by such
certificates for the Common Stock and the registered holders of the Common
Stock shall also be the registered holders of the associated Rights. Until
the earlier of the Distribution Date or the Expiration Date (as such term
is defined in Section 7 hereof), the transfer of any certificates
representing shares of Common Stock in respect of which Rights have been
issued shall also constitute the transfer of the Rights associated with
such shares of Common Stock.

(c) Rights shall be issued in respect of all shares of Common Stock which
are issued (whether originally issued or from the Company's treasury) after
the Record Date but prior to the earlier of the Distribution Date or the
Expiration Date. Certificates issued after the Record Date but prior to the
earlier of the Distribution Date or the Expiration Date upon the transfer
or new issuance of Common Stock shall also be deemed to be certificates for
Rights, and shall bear the following legend:

         This certificate also evidences and entitles the holder
    hereof to certain Rights as set forth in the Rights Agreement
    between Cinergy Corp. and the Rights Agent thereunder (the
    "Rights Agreement"), the terms of which are hereby
    incorporated herein by reference and a copy of which is on
    file at the principal offices of Cinergy Corp. Under certain
    circumstances, as set forth in the Rights Agreement, such
    Rights will be evidenced by separate certificates and will no
    longer be evidenced by this certificate. Cinergy Corp. will
    mail to the holder of this certificate a copy of the Rights
    Agreement, as in effect on the date of mailing, without charge
    promptly after receipt of a written request therefor. Under
    certain circumstances set forth in the Rights Agreement,
    Rights issued to, or held by, any Person who is, was or
    becomes an Acquiring Person or any Affiliates or Associates
    thereof (as such terms are defined in the Rights Agreement),
    whether currently held by or on behalf of such Person or by
    any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until
the earlier of (i) the Distribution Date or (ii) the Expiration Date, the
Rights associated with the Common Stock represented by such certificates
shall be evidenced by such certificates alone and registered holders of
Common Stock shall also be the registered holders of the associated Rights,
and the transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates.

Section 4.  Form of Rights Certificates.  (a) The Rights Certificates (and
the forms of election to purchase and of assignment to be printed on the
reverse thereof) shall each be substantially in the form set forth in
Exhibit A hereto and may have such marks of identification or designation
and such legends, summaries or endorsements printed thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Rights may from time to time
be listed, or to conform to usage. Subject to the provisions of Section 11
and Section 22 hereof, the Rights Certificates, whenever distributed, shall
be dated as of the Record Date and on their face shall entitle the holders
thereof to purchase such number of Common Stock as shall be set forth
therein at the price per share set forth therein (the "Purchase Price"),
but the number of shares purchasable upon the exercise of each Right and
the Purchase Price thereof shall be subject to adjustment as provided
herein.

(b) Any Rights Certificate issued pursuant to Section 3(a), Section 11(i)
or Section 22 hereof that represents Rights beneficially owned by: (i) an
Acquiring Person or any Associate or Affiliate thereof, (ii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes
a transferee after the Acquiring Person becomes such, or (iii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes
a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or
not for consideration) from the Acquiring Person to holders of equity
interests in such Acquiring Person or to any Person with whom such
Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of
Directors of the Company has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect avoidance of Section
7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or
Section 11 hereof upon transfer, exchange, replacement or adjustment of any
other Rights Certificate referred to in this sentence, shall contain (to
the extent feasible) the following legend:

    The Rights represented by this Rights Certificate are or were
    beneficially owned by a Person who was or became an Acquiring
    Person or an Affiliate or Associate thereof (as such terms are
    defined in the Rights Agreement). Accordingly, this Rights
    Certificate and the Rights represented hereby may become null
    and void in the circumstances specified in Section 7(e) of the
    Rights Agreement.

Section 5.  Countersignature and Registration.  (a) The Rights Certificates
shall be executed on behalf of the Company by its Chairman of the Board of
Directors, its President or any Vice President, either manually or by
facsimile signature, and shall have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Secretary or an Assistant
Secretary of the Company, either manually or by facsimile signature. The
Rights Certificates shall be countersigned by the Rights Agent, either
manually or by facsimile signature, and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed any of the Rights Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and
delivery by the Company, such Rights Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the Company
with the same force and effect as though the person who signed such Rights
Certificates had not ceased to be such officer of the Company; and any
Rights Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Rights Certificate, shall
be a proper officer of the Company to sign such Rights Certificate,
although at the date of the execution of this Rights Agreement any such
person was not such an officer.

(b) Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office or offices designated as the
appropriate place for surrender of Rights Certificates upon exercise or
transfer, books for registration and transfer of the Rights Certificates
issued hereunder. Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the Certificate number of
the Rights Certificate, the number of Rights evidenced on its face by each
of the Rights Certificates and the date of each of the Rights Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Rights
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
(a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14
hereof, at any time after the Close of Business on the Distribution Date,
and at or prior to the Close of Business on the Expiration Date, any Rights
Certificate or Certificates may be transferred, split up, combined or
exchanged for another Rights Certificate or Certificates, entitling the
registered holder to purchase (or receive) a like number of shares of
Common Stock (or, following a Triggering Event, other securities, cash or
other assets, as the case may be) as the Rights Certificate or Certificates
surrendered then entitles such holder (or former holder in the case of a
transfer) to purchase. Any registered holder desiring to transfer, split
up, combine or exchange any Rights Certificate or Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender
the Rights Certificate or Certificates to be transferred, split up,
combined or exchanged at the principal office or offices of the Rights
Agent designated for such purpose.  Neither the Rights Agent nor the
Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Rights Certificate until the
registered holder shall have completed and signed the certificate contained
in the form of assignment set forth on the reverse side of each such Rights
Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company shall reasonably request. Thereupon
the Rights Agent shall, subject to Section 4(b), Section 7(e) and Section
14 hereof, countersign and deliver to the Person entitled thereto a Rights
Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Rights Certificates.

(b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in the case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and
reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Rights Certificate if mutilated, the Company will
execute and deliver a new Rights Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner in lieu of
the Rights Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section
23(a) hereof) in whole or in part at any time after the Distribution Date
upon surrender of the Rights Certificate, with the form of election to
purchase set forth on the reverse side thereof and the certificate
contained therein duly executed, to the Rights Agent at the principal
office or offices of the Rights Agent designated for such purpose, together
with payment of the Purchase Price with respect to each surrendered Right
for the total number of shares (or other securities or property, as the
case may be) as to which such surrendered Rights are exercisable, at or
prior to the earlier of (i) the Close of Business on July___ , [2010], or
such later date as may be established by the Board of Directors prior to
the expiration of the Rights (such date, as it may be extended by the
Board, (the "Final Expiration Date"), or (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the earlier of (i) or (ii)
being herein referred to as the "Expiration Date").

(b) The Purchase Price for each share of Common Stock pursuant to the
exercise of a Right shall initially be $100.00, and shall be subject to
adjustment from time to time as provided in Sections 11 and 13(a) hereof
and shall be payable in accordance with paragraph (c) below.

(c) Upon receipt of a Rights Certificate representing exercisable Rights,
with the form of election to purchase set forth on the reverse side thereof
and the certificate contained therein duly executed, accompanied by
payment, with respect to each Right so exercised, of the Purchase Price for
the shares (or other shares, securities or property, as the case may be) to
be purchased as set forth below and an amount equal to any applicable
transfer tax, the Rights Agent shall, subject to Section 20(k) hereof,
thereupon promptly (i) requisition from any transfer agent of the Common
Stock (or make available, if the Rights Agent is the transfer agent for the
Common Stock) certificates for the total number of shares of Common Stock
to be purchased and the Company hereby irrevocably authorizes its transfer
agent to comply with all such requests subject to applicable law, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu
of fractional shares of Common Stock in accordance with Section 14 hereof,
(iii) after receipt of such certificates of Common Stock, cause the same to
be delivered to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder, and (iv) after receipt thereof, deliver such cash, if any, to or
upon the order of the registered holder of such Rights Certificate. The
payment of the Purchase Price (as such amount may be reduced pursuant to
Section 11(a)(iii) hereof) may be made in cash or by certified bank check
or money order payable to the order of the Company. In the event that the
Company is obligated to issue other securities of the Company, pay cash
and/or distribute other property pursuant to Section 11(a) hereof, the
Company will make all arrangements necessary so that such other securities,
cash and/or other property are available for distribution by the Rights
Agent, if and when appropriate.

(d) In case the registered holder of any Rights Certificate shall exercise
less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be
issued by the Rights Agent and delivered to, or upon the order of, the
registered holder of such Rights Certificate, registered in such name or
names as may be designated by such holder, subject to the provisions of
Section 14 hereof.

(e) Notwithstanding anything in this Agreement to the contrary, from and
after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate
thereof, (ii) a transferee of an Acquiring Person (or of any such Associate
or Affiliate) who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant
to either (A) a transfer (whether or not for consideration) from the
Acquiring Person or to holders of equity interests in such Acquiring Person
or to any Person with whom the Acquiring Person has any continuing
agreement, arrangement or understanding regarding the transferred Rights or
(B) a transfer which the Board of Directors of the Company has determined
is part of a plan, arrangement or understanding which has as a primary
purpose or effect the avoidance of this Section 7(e), shall become null and
void without any further action and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision
of this Agreement or otherwise. The Company shall use all reasonable
efforts to insure that the provisions of this Section 7(e) and Section 4(b)
hereof are complied with but shall have no liability to any holder of
Rights Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or any Affiliate,
Associate or transferee thereof hereunder.

(f) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action
with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall
have (i) completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial owner) or Affiliates or Associates thereof as the Company shall
reasonably request.

Section 8.  Cancellation and Destruction of Rights Certificates.  All
Rights Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or
any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled
by it, and no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement.  The
Company shall deliver to the Rights Agent for cancellation and retirement,
and the Rights Agent shall so cancel and retire, any other Rights
Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all cancelled Rights
Certificates to the Company, or shall, at the written request of the
Company, destroy such cancelled Rights Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

Section 9.  Reservation and Availability of Common Stock.  (a) The Company
covenants and agrees that from the time that the Rights first become
exercisable and except as provided in Section 11(a)(iii) or in the
following sentence, the Company will cause to be reserved and kept
available for issuance upon exercise of the Rights out of its authorized
and unissued Common Stock or Common Stock held in its treasury, all shares
of Common Stock which are not reserved for other purposes. The foregoing
notwithstanding, if at the time the Rights first become exercisable (other
than as a result of a Triggering Event), the sum of the number of
authorized, but unissued shares of Common Stock and the number of shares of
Common Stock held in treasury (including for this purpose the number of
authorized, but unissued shares or treasury shares reserved for issuance
upon exercise of the Rights) minus the number of shares of Common Stock
(whether authorized, but unissued shares or treasury shares) reserved for
issuance for purposes other than upon exercise of the Rights is not
sufficient to permit the exercise in full of the Rights for Common Stock,
each Right shall thereafter be exercisable for a fraction of a share of
Common Stock and such other consideration designated by the Board of
Directors of the Company which the Board of Directors of the Company has
determined, based on the advice of a nationally recognized investment
banking firm selected by the Board of Directors of the Company, to have a
value equal to the Common Stock (or fraction thereof) for which the Right
may otherwise have been exercisable. Common Stock shall not be deemed
reserved hereunder and, as such, unavailable for other purposes, unless and
until the Rights first become exercisable. The provisions of this Section
9(a) shall be interpreted in a manner consistent with Section 11(a)(iii).

(b) So long as the Common Stock issuable and deliverable upon the exercise
of the Rights may be listed on any national securities exchange, the
Company shall use its reasonable efforts to cause, from and after such time
as the Rights become exercisable and the Company reasonably anticipates
that a Right may be exercised, all shares reserved for such issuance to be
listed on such exchange upon official notice of issuance upon such
exercise.

(c) The Company shall use its reasonable efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event on which the consideration to be delivered by the
Company upon exercise of the Rights has been determined in accordance with
Section 11(a)(iii) hereof, or as soon as is required by law or regulation
following the Distribution Date, as the case may be, a registration
statement under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock or other securities purchasable
upon exercise of the Rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable after
such filing, and (iii) cause such registration statement to remain
effective (with a prospectus at all times meeting the requirements of the
Securities Act) until the earlier of (A) the date as of which the Rights
are no longer exercisable for such securities, and (B) the date of the
expiration of the Rights. The Company will also take such action as may be
appropriate under, or to ensure compliance with, the securities or "blue
sky" laws of the various states in connection with the exercisability of
the Rights. The Company may temporarily suspend, for a period of time not
to exceed ninety (90) days after the date set forth in clause (i) of the
first sentence of this Section 9(c), the exercisability of the Rights in
order to prepare and file such registration statement and permit it to
become effective. Upon any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect. In addition, if the Company shall
determine that a registration statement is required following the
Distribution Date, the Company may temporarily suspend the exercisability
of the Rights until such time as a registration statement has been declared
effective. Notwithstanding an provision of this Agreement to the contrary,
the Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction has not been obtained, the exercise
thereof is not permitted under applicable law or a registration statement
has not been declared effective.

(d) The Company covenants and agrees that it will take all such action as
may be necessary to ensure that all Common Stock delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable.

(e) The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Rights
Certificates and of any certificates for Common Stock (or other securities,
as the case may be), upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in
respect of any transfer or delivery of Rights Certificates to a Person
other than, or the issuance or delivery of the Common Stock (or other
securities, as the case may be) in respect of a name other than that of,
the registered holder of the Rights Certificates evidencing Rights
surrendered for exercise or to issue or deliver any certificates for Common
Stock (or other securities, as the case may be) in a name other than that
of the registered holder upon the exercise of any Rights until such tax
shall have been paid (any such tax being payable by the holder of such
Rights Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is due.

Section 10.  Common Stock Record Date.  Each Person in whose name any
certificate for Common Stock (or other securities, as the case may be) is
issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Common Stock (or other securities, as
the case may be) represented thereby on, and such certificate shall be
dated, the date upon which the Rights Certificate evidencing such Rights
was duly surrendered and payment of the Purchase Price (and all applicable
transfer taxes) was made; provided, however, that if the date of such
surrender and payment is a date upon which the Common Stock (or other
securities, as the case may be) transfer books of the Company are closed,
such Person shall be deemed to have become the record holder of such shares
on, and such certificate shall be dated, the next succeeding Business Day
on which the Common Stock (or other securities, as the case may be)
transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate shall not be entitled
to any rights of a stockholder of the Company with respect to shares for
which the Rights shall be exercisable, including, without limitation, the
right to vote, to receive dividends or other distributions or to exercise
any preemptive rights, and shall not be entitled to receive any notice of
any proceedings of the Company, except as provided herein.

Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights.  The Purchase Price, the number and kind of shares
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

         (a)(i)  In the event the Company shall at any time after
    the Record Date (A) declare a dividend on the Common Stock
    payable in shares of Common Stock, (B) subdivide the
    outstanding Common Stock, (C) combine the outstanding Common
    Stock into a smaller number of shares, or (D) issue any shares
    of its capital stock in a reclassification of the Common Stock
    (including any such reclassification in connection with a
    consolidation or merger in which the Company is the continuing
    or surviving corporation), except as otherwise provided in
    this Section 11(a) and Section 7(e) hereof, the Purchase Price
    in effect at the time of the record date for such dividend or
    of the effective date of such subdivision, combination or
    reclassification, and the number and kind of shares of Common
    Stock (or other capital stock, as the case may be) issuable on
    such date, shall be proportionately adjusted so that the
    holder of any Right exercised after such time shall be
    entitled to receive, upon payment of the Purchase Price then
    in effect, the aggregate number and kind of shares of Common
    Stock (or other capital stock, as the case may be) which, if
    such Right had been exercised immediately prior to such date
    and at a time when the Common Stock (or other capital stock,
    as the case may be) transfer books of the Company were open,
    such holder would have owned upon such exercise and been
    entitled to receive by virtue of such dividend, subdivision,
    combination or reclassification; provided, however, that if
    the record date for any such dividend, subdivision,
    combination or reclassification shall occur prior to the
    Distribution Date, the Company shall make an appropriate
    adjustment to the Purchase Price (taking into account any
    additional Rights which may be issued as a result of such
    dividend, subdivision, combination or reclassification), in
    lieu of adjusting (as described above) the number of shares of
    Common Stock (or other capital stock, as the case may be)
    issuable upon exercise of the Rights. If an event occurs which
    would require an adjustment under both this Section 11(a)(i)
    and Section 11(a)(ii) hereof, the adjustment provided for in
    this Section 11(a)(i) shall be in addition to, and shall be
    made prior to, any adjustment required pursuant to Section
    11(a)(ii) hereof.

    (ii) In the event any Person, alone or together with its
    Affiliates and Associates, shall, at any time after the date
    hereof, become an Acquiring Person, unless the event causing
    such Person to become an Acquiring Person is a transaction set
    forth in Section 13(a) hereof, or is an acquisition of shares
    of Common Stock pursuant to a tender offer or exchange offer
    for all outstanding shares of Common Stock at a price and on
    terms determined by at least a majority of the members of the
    Board of Directors who are not officers of the Company and who
    are not representatives, nominees, Affiliates or Associates of
    an Acquiring Person, after receiving advice from one or more
    investment banking firms, to be (a) at a price that is fair to
    the stockholders and not inadequate (taking into account all
    factors that such members of the Board of Directors of the
    Company deem relevant including, without limitation, prices
    which could reasonably be achieved if the Company or its
    assets were sold on an orderly basis designed to realize
    maximum value) and (b) otherwise in the best interests of the
    Company and its stockholders (a "Qualified Offer"), then,
    promptly following the first occurrence of a Section 11(a)(ii)
    Event, proper provision shall be made so that each holder of a
    Right (except as provided below and in Section 7(e) hereof)
    shall thereafter have the right to receive, upon exercise
    thereof at the then current Purchase Price in accordance with
    the terms of this Agreement, such number of shares of Common
    Stock of the Company as shall equal the result obtained by (x)
    multiplying the then current Purchase Price by the then number
    of shares of Common Stock for which a Right was exercisable by
    such holder immediately prior to the first occurrence of a
    Section 11(a)(ii) Event, and (y) dividing that product (such
    product, following such first occurrence, shall be referred to
    as the "Purchase Price" for each Right and for all purposes of
    this Agreement) by 50% of the Current Market Price (determined
    pursuant to Section 11(d) hereof) pe share of Common Stock on
    the date of such first occurrence (such number of shares is
    herein called the "Adjustment Shares").

    (iii)  In the event that the sum of the number of authorized,
    but unissued shares of Common Stock and the number of shares
    of Common Stock held in treasury (including for this purpose
    the number of authorized, but unissued or treasury shares
    reserved for issuance upon exercise of the Rights) minus the
    number of shares of Common Stock (whether authorized, but
    unissued shares or treasury shares) reserved for issuance for
    purposes other than upon exercise of the Rights is not
    sufficient to permit the exercise in full of the Rights in
    accordance with the foregoing subparagraph (ii) of this
    Section 11(a), the Company shall: (A) determine the excess of
    (1) the value of the Adjustment Shares issuable upon the
    exercise of a Right (the "Current Value") over (2) the
    Purchase Price (such excess, the "Spread"), and (B) with
    respect to each Right, make adequate provision to substitute
    for the Adjustment Shares, upon payment of the applicable
    Purchase Price, (1) cash, (2) a reduction in the Purchase
    Price, (3) Common Stock or other equity securities of the
    Company (including, without limitation, preferred shares, or
    units of preferred shares, which the Board of Directors of the
    Company, based on the advice of a nationally recognized
    investment banking firm, has deemed to be substantially
    economically equivalent to the Common Stock (such preferred
    shares, "Common Stock Equivalents")), (4) debt securities of
    the Company, (5) other assets, or (6) any combination of the
    foregoing, having an aggregate value equal to the Current
    Value, where such aggregate value has been determined by the
    Board of Directors of the Company based upon the advice of a
    nationally recognized investment banking firm selected by the
    Board of Directors of the Company; provided, however, if the
    Company shall not have made adequate provision to deliver
    value pursuant to clause (B) above within thirty (30) days
    following the later of (x) the first occurrence of a Section
    11(a)(ii) Event and (y) the date on which the Company's right
    of redemption pursuant to Section 23(a) expires (the later of
    (x) and (y) being referred to herein as the "Section 11(a)(ii)
    Trigger Date"), then the Company shall be obligated to
    deliver, upon the surrender for exercise of a Right and
    without requiring payment of the Purchase Price, shares of
    Common Stock (to the extent available) and then, if necessary,
    cash, which in the  aggregate are equal to the Spread. If the
    Board of Directors of the Company shall determine in good
    faith that it is likely that sufficient additional shares of
    Common Stock could be authorized for issuance upon exercise in
    full of the Rights, the thirty (30) day period set forth above
    may be extended to the extent necessary, but not more than
    ninety (90) days following the Section 11(a)(ii) Trigger Date,
    in order that the Company may seek shareholder approval for
    the authorization of such additional shares (such period, as
    it may be extended, the "Substitution Period").  To the extent
    that the Company determines that some action need be taken
    pursuant to the first and/or second sentences of this Section
    11(a)(iii), the Company (x) shall provide, subject to Section
    7(e) hereof, that such action shall apply uniformly to all
    outstanding Rights, and (y) may suspend the exercisability of
    the Rights until the expiration of the Substitution Period in
    order to seek any authorization of additional shares and/or to
    decide the appropriate form of distribution to be made
    pursuant to such first sentence and to determine the value
    thereof. In the event of any such suspension, the Company
    shall issue a public announcement stating that the
    exercisability of the Rights has been temporarily suspended,
    as well as a public announcement at such time as the
    suspension is no longer in effect. For purposes of this Sectio
    11(a)(iii), the value of the Common Stock shall be the Current
    Market Price (as determined pursuant to Section 11(d) hereof)
    per share of Common Stock on a Section 11(a)(ii) Trigger Date
    and the value of any "Common Stock Equivalent" shall be deemed
    to have the same value as the Common Stock on such date.

(b) In case the Company shall fix a record date for the issuance of rights
(other than the Rights), options or warrants to all holders of Common Stock
entitling them to subscribe for or purchase (for a period expiring within
forty-five (45) calendar days after such record date) Common Stock, shares
having the same rights, privileges and preference as the Common Stock
("Equivalent Common Stock") or securities convertible into Common Stock or
Equivalent Common Stock at a price per share of Common Stock or Equivalent
Common Stock (or having a conversion price per share, if a security
convertible into Common Stock or Equivalent Common Stock) less than the
Current Market Price (as determined pursuant to Section 11(d) hereof) per
share of Common Stock on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of shares of Common
Stock outstanding on such record date plus the number of shares of Common
Stock which the aggregate offering price of the total number of shares of
Common Stock and/or Equivalent Common Stock so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such Current Market Price and the denominator of
which shall be the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common Stock and/or
Equivalent Common Stock to be offered for subscription of purchase (or into
which the convertible securities so to be offered are initially
convertible).  In case such subscription price may be paid by delivery of
consideration part or all of which may be in a form other than cash, the
value of such consideration shall be as determined in good faith by the
Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights. Common Stock owned by or held
for the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively
whenever such a record dte is fixed; and in the event that such rights or
warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not
been fixed.

(c) In case the Company shall fix a record date for a distribution to all
holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness, cash (other than a regular
quarterly dividend out of the earnings or retained earnings of the
Company), assets (other than a dividend payable in Common Stock, but
including any dividend payable in stock other than Common Stock) or
subscription rights or warrants (excluding those referred to in Section
11(b) hereof), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be
the Current Market Price (as determined pursuant to Section 11(d) hereof)
per share of Common Stock on such record date less the fair market value
(as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent) of the portion of the cash, assets or evidences of indebtedness so
to be distributed or of such subscription rights or warrants applicable to
a share of Common Stock and the denominator of which shall be such Current
Market Price (as determined pursuant to Section 11(d) hereof) per share of
Common Stock. Such adjustments shall be made successively whenever such a
record date is fixed, and in the event that such distribution is not so
made, the Purchase Price shall be adjusted to be the Purchase Price which
would have been in effect if such record date had not been fixed.

(d) For the purpose of any computation hereunder, other than computations
made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per
share of Common Stock on any date shall be deemed to be the average of the
daily closing prices per share of Common Stock for the thirty (30)
consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date, and for purposes of computations made pursuant to
Section 11(a)(iii) hereof, the "Current Market Price" per share of Common
Stock on any date shall be deemed to be the average of the daily closing
prices per share of Common Stock for the ten (10) consecutive Trading Days
immediately following such date; provided, however, that in the event that
the then Current Market Price per share of Common Stock is determined
during a period following the announcement by the issuer of such Common
Stock of (i) any dividend or distribution on such Common Stock payable in
such shares of Common Stock or securities convertible into shares of Common
Stock (other than the Rights) or (ii) any subdivision, combination or
reclassification of such Common Stock, and prior to the expiration of the
requisite thirty (30) Trading Day or ten (10) Trading Day period, as set
forth above, after the ex-dividend date for such dividend or distribution,
or the record date for such subdivision, combination or reclassification,
then, and in each such case, the "Current Market Price" shall be properly
adjusted to take into account ex-dividend trading. The closing price for
each day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed
or admitted to trading on the New York Stock Exchange or, if the shares of
Common Stock are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national
securities exchange on which the shares of Common Stock are listed or
admitted to trading or, if the shares of Common Stock are not listed or
admitted to trading on any national securities exchange, the last quoted
sale price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use, or, if on any such date the
shares of Common Stock are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional market
maker making a market in the Common Stock selected by the Board of
Directors of the Company. If on any such date no market maker is making a
market in the Common Stock, the fair value of such shares on such date as
determined in good faith by the Board of Directors of the Company shall be
used. The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the shares of Common Stock are listed
or admitted to trading is open for the transaction of business or, if the
shares of Common Stock are not listed or admitted to trading on any
national securities exchange, a Business Day. If the Common Stock is not
publicly held or not so listed or traded, "Current Market Price" per share
shall mean the fair value per share as determined in good faith by the
Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and shall be conclusive for all
purposes.

(e) Anything herein to the contrary notwithstanding, no adjustment in the
Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price; provided,
however, that any adjustments which by reason of this Section 11(e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 11 shall be made
to the nearest cent or to the nearest ten-thousandth of a share, as the
case may be. Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the
earlier of (i) three (3) years from the date of the transaction which
mandates such adjustment, or (ii) the Expiration Date.

(f) If as a result of an adjustment made pursuant to Section 11(a) or
Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock other than Common
Stock; thereafter the number of such other shares so receivable upon
exercise of any Right and the Purchase Price thereof shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Common Stock contained
in Sections 11(a), (b), (c), (e), (g), (h), (i), (j) and (1) hereof, and
the provisions of Sections 7, 9, 10, 13, and 14 hereof with respect to the
Common Stock shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of shares of Common
Stock (or other consideration, as the case may be) purchasable from time to
time hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price following the
Share Acquisition Date as a result of the calculations made in Sections
11(b) and (c), each Right outstanding immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of shares of Common Stock (calculated
to the nearest one-ten-thousandth) obtained by (i) multiplying (x) the
number of shares covered by a Right immediately prior to this adjustment by
(y) the Purchase Price in effect immediately prior to such adjustment of
the Purchase Price, and (ii) dividing the product so obtained by the
Purchase Price in effect immediately after such adjustment of the Purchase
Price.

(i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in lieu of any adjustment in
the number of shares of Common Stock purchasable upon the exercise of a
Right. Each of the Rights outstanding after the adjustment in the number of
Rights shall be exercisable for the number of shares of Common Stock for
which a Right was exercisable immediately prior to such adjustment. Each
Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest one-ten-thousandth)
obtained by dividing the Purchase Price in effect immediately prior to
adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make
a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time,
the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the
Rights Certificates have been issued, shall be at least ten (10) days later
than the date of the public announcement. If Rights Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Rights Certificates on such record date
Rights Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a result of
such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement for
the Rights Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new
Rights Certificates evidencing all the Rights to which such holders shall
be entitled after such adjustment. Rights Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for
herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of
Rights Certificates on the record date specified in the public
announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or the
number of shares of Common Stock issuable upon the exercise of the Rights,
the Rights Certificates theretofore and thereafter issued may continue to
express the Purchase Price per share and the number of shares which were
expressed in the initial Rights Certificates issued hereunder.

(k) In any case in which this Section 11 shall require that an adjustment
in the Purchase Price be made effective as of a record date for a specified
event, the Company may elect to defer, until the occurrence of such event,
the issuance to the holder of any Right exercised after such record date
the Common Stock and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Common Stock and other
capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's
right to receive such additional Common Stock and other capital stock or
securities upon the occurrence of the event requiring such adjustment.

(l) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and
to the extent that in their good faith judgment the Board of Directors of
the Company shall determine to be advisable in order that any (i)
consolidation or subdivision of the Common Stock, (ii) issuance for cash of
any shares of Common Stock at less than the Current Market Price, (iii)
issuance for cash of shares of Common Stock or securities which by their
terms are convertible into or exchangeable for shares of Common Stock, (iv)
stock dividends or (v) issuance of rights, options or warrants referred to
in this Section 11, hereafter made by the Company to holders of its Common
Stock shall not be taxable to such stockholders.

(m) The Company covenants and agrees that it shall not, at any time after
the Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section
11(n) hereof), (ii) merge with or into any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section
11(n) hereof), or (iii) sell or transfer (or permit any Subsidiary to sell
or transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to, any other
Person or Persons (other than the Company and/or any of its Subsidiaries in
one or more transactions each of which complies with Section 11(n) hereof),
if (x) at the time of or immediately after such consolidation, merger or
sale there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights or
(y) prior to, simultaneously with or immediately after such consolidation,
merger or sale, the shareholders of the Person who constitutes, or would
constitute, the "Principal Party" for purposes of Section 13(a) hereof
shall have received a distribution of Rights previously owned by such
Person or any of its Affiliates and Associates.

(n) The Company covenants and agrees that, after the Distribution Date, it
will not, except as permitted by Section 23 or Section 26 hereof, take (or
permit any Subsidiary to take) any action if at the time such action is
taken it is reasonably foreseeable that such action will diminish
substantially or eliminate the benefits intended to be afforded by the
Rights.

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 and Section 13
hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Common Stock, a copy of such certificate, and (c), if a
Distribution Date has occurred, mail a brief summary thereof to each holder
of a Rights Certificate in accordance with Section 25 hereof. The Rights
Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained.

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning
Power.  (a) In the event that, following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge
with and into, any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(n) hereof), and the Company
shall not be the continuing or surviving corporation of such consolidation
or merger, (y) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(n) hereof) shall consolidate
with, or merge with or into, the Company, and the Company shall be the
continuing or surviving corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or part of the
outstanding shares of Common Stock shall be changed into or exchanged for
stock or other securities of any other Person or cash or any other
property, or (z) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one
transaction or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to any Person or Persons (other than
the Company or any Subsidiary of the Company in one or more transactions
each of which complies with Section 11(n) hereof), then, and in each such
case (except as may be contemplated by Section 13(d) hereof), proper
provision shall be made so that: (i) each holder of a Right, except as
provided in Section 7(e) hereof, shall thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of validly
authorized and issued, fully paid, non-assessable and freely tradeable
shares of Common Stock of the Principal Party (as such term is hereinafter
defined) as shall be equal to the result obtained by (1) multiplying the
then current Purchase Price by the number of shares of Common Stock for
which a Right is exercisable by such holder immediately prior to the first
occurrence of a Section 13(a) Event (or, if a Section 11(a)(ii) Event has
occurred prior to the first occurrence of a Section 13(a) Event,
multiplying the Purchase Price in effect immediately prior to the first
occurrence of such Section 11(a)(ii) Event by the number of shares of
Common Stock for which a Right was exercisable immediately prior to such
first occurrence) and (2) dividing that product (such product, following
the first occurrence of a Section 13(a) Event, shall be referred to as the
"Purchase Price" for each Right and for all purposes of this Agreement) by
50% of the Current Market Price (determined pursuant to Section 11(d)
hereof with respect to the Common Stock) per share of Common Stock of such
Principal Party on the date of consummation of the Section 13(a) Event;
(ii) such Principal Party shall thereafter be liable for, and shall assume,
by virtue of such Section 13(a) Event, all the obligations and duties of
the Company pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall apply
only to such Principal Party following the first occurrence of a Section
13(a) Event; (iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of shares of its
Common Stock) in connection with the consummation of any such transaction
as may be necessary to assure that the provisions hereof shall thereafter
be applicable, as nearly as reasonably may be, in relation to its shares of
Common Stock thereafter deliverable upon the exercise of the Rights; and
(v) the provisions of Section 11(a)(ii) hereof shll be of no effect
following the first occurrence of any Section 13(a) Event.

(a) "Principal Party" shall mean

    (i)  in the case of any transaction described in clause (x) or
    (y) of the first sentence of Section 13(a), the Person that is
    the issuer of any securities into which shares of Common Stock
    of the Company are converted in such merger or consolidation,
    and if no securities are so issued, the Person that is the
    other party to such merger or consolidation; and

    (ii) in the case of any transaction described in clause (z) of
    the first sentence of Section 13(a), the Person that is the
    party receiving the greatest portion of the assets or earning
    power transferred pursuant to such transaction or
    transactions;

provided, however, that in any such case, (1) if the Common Stock of such
Person is not at such time and has not been continuously over the preceding
twelve (12) month period registered under Section 12 of the Exchange Act,
and such Person is a direct or indirect Subsidiary of another Person the
Common Stock of which is and has been so registered, "Principal Party"
shall refer to such other Person; and (2) in case such Person is a
Subsidiary, directly or indirectly, of more than one Person, the Common
Stock of two or more of which are and have been so registered, "Principal
Party" shall refer to whichever of such Persons is the issuer of the Common
Stock having the greatest aggregate market value.

(b) The Company shall not consummate any such consolidation, merger, sale
or transfer unless the Principal Party shall have a sufficient number of
authorized shares of its Common Stock which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in
accordance with this Section 13 and unless prior thereto the Company and
such Principal Party shall have executed and delivered to the Rights Agent
a supplemental agreement providing for the terms set forth in paragraphs
(a) and (b) of this Section 13 and further providing that, as soon as
practicable after the date of any consolidation, merger or sale of assets
mentioned in paragraph (a) of this Section 13, the Principal Party will:

    (i)  prepare and file a registration statement under the
    Securities Act, with respect to the Rights and the securities
    purchasable upon exercise of the Rights on an appropriate
    form, and will use its best efforts to cause such registration
    statement to (A) become effective as soon as practicable after
    such filing and (B) remain effective (with a prospectus at all
    times meeting the requirements of the Securities Act) until
    the Expiration Date;

    (ii) take all such other action as may be necessary to enable
    the Principal Party to issue the securities purchasable upon
    exercise of the Rights, including but not limited to the
    registration or qualification of such securities under all
    requisite securities laws of jurisdictions of the various
    states and the listing of such securities on such exchanges
    and trading markets as may be necessary or appropriate; and

    (iii)deliver to holders of the Rights historical financial
    statements for the Principal Party and each of its Affiliates
    which comply in all respects with the requirements for
    registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers. In the event that a
Section 13(a) Event shall occur at any time after the occurrence of a
Section 11(a)(ii) Event, the Rights which have not theretofore been
exercised shall thereafter become exercisable in the manner described in
Section 13(a).

(c) Notwithstanding anything in this Agreement to the contrary, Section 13
shall not be applicable to a transaction described in subparagraphs (x) and
(y) of Section 13(a) if (i) such transaction is consummated with a Person
or Persons who acquired shares of Common Stock pursuant to a tender offer
or exchange offer for all outstanding shares of Common Stock which is a
Qualified Offer as such term is defined in Section 11(a)(ii) hereof (or a
wholly-owned subsidiary of any such Person or Persons), (ii) the price per
share of Common Stock offered in such transaction is not less than the
price per share of Common Stock paid to all holders of Common Stock whose
shares were purchased pursuant to such tender offer or exchange offer, and
(iii) the form of consideration being offered to the remaining holders of
shares of Common Stock pursuant to such transaction is the same as the form
of consideration paid pursuant to such tender offer or exchange offer.
Upon consummation of any such transaction contemplated by this Section
13(d), all Rights hereunder shall expire.

Section 14. Fractional Rights and Fractional Shares.  (a) The Company shall
not be required to issue fractions of Rights or to distribute Rights
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise he
issuable, an amount in cash equal to the same fraction of the current
market value of a whole Right. For purposes of this Section 14(a), the
current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable. The closing price of
the Rights for any day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid
and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed
or admitted to trading on the New York Stock Exchange or, if the Rights are
not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading, or if the Rights are
not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by NASDAQ or such
other system then in use or, if on any such date the Rights are not quoted
by any such organization, the average of the closing bid and asked prices
(as furnished by a professional market maker making a market in the Rights
selected by the Board of Directors of the Company).  If on any such date no
such market maker is making a market in the Rights, the fair value of the
Rights on such date as determined in good faith by the Board of Directors
of the Company shall be used.

(b) The Company shall not be required to issue fractions of shares of
Common Stock upon exercise of the Rights or to distribute certificates
which evidence fractional shares of Common Stock. In lieu of fractional
shares of Common Stock, the Company may pay to the registered holders of
Rights Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of one share of Common Stock. For purposes of this Section 14(b), the
current market value of one share of Common Stock shall be the closing
price of a share of Common Stock (as determined pursuant to Section 11(d)
hereof) for the Trading Day immediately prior to the date of such exercise.

(c) The holder of a Right by the acceptance of the Right expressly waives
his right to receive any fractional Rights or any fractional shares upon
exercise of the Right.

Section 15. Rights of Action.  All rights of action in respect of this
Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders
of the Common Stock); and any registered holder of any Rights Certificate
(or, prior to the Distribution Date, of the Common Stock), without the
consent of the Rights Agent or of the holder of any other Rights
Certificate (or, prior to the Distribution Date, of the Common Stock), may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights evidenced by
such Rights Certificate in the manner provided in such Rights Certificate
and in this Agreement. Without limiting the foregoing or any remedies
available to the holders of Rights, it is specifically acknowledged that
the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and shall be entitled to specific performance of
the obligations hereunder and injunctive relief against actual or
threatened violations of the obligations hereunder of any Person subject to
this Agreement.

Section 16. Agreement of Rights Holders.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only
in connection with the transfer of Common Stock;

(b) after the Distribution Date, the Rights Certificates are transferable
only on the registry books of the Rights Agent if surrendered at the
principal office or offices of the Rights Agent designated for such
purposes, duly endorsed or accompanied by a proper instrument of transfer
and with the appropriate forms and certificates fully executed;

(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the
Rights Agent may deem and treat the person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common
Stock certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of ownership or
writing on the Rights Certificates or the associated Common Stock
certificate made by anyone other than the Company or the Rights Agent) for
all purposes whatsoever, and neither the Company nor the Rights Agent,
subject to the last sentence of Section 7(e) hereof, shall be required to
be affected by any notice to the contrary; and

(d) notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights Agent shall have any liability to any holder of
a Right or other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise
restraining performance of such obligation; provided, however, the Company
must use its reasonable efforts to have any such order, decree or ruling
lifted or otherwise overturned as soon as possible.

Section 17. Rights Certificate Holder Not Deemed a Stockholder.  No holder,
as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of Common
Stock or any other securities of the Company which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights Certificate, as such, any of the
rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting stockholders
(except as provided in Section 24 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by
such Rights Certificate shall have been exercised in accordance with the
provisions hereof.

Section 18. Concerning the Rights Agent.  (a)  The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and disbursements and other
disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder.  The
Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with
the acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability in the premises.

(b) The Rights Agent shall be protected and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Common Stock or for other securities of the
Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to
be signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.

Section 19. Merger or Consolidation or Change of Name of Rights Agent.  (a)
Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to
the corporate trust or stock transfer business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided, however, that such
corporation would be eligible for appointment as a successor Rights Agent
under the provisions of Section 21 hereof.  In case at the time such
successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Rights Certificates shall have been countersigned but
not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent
may countersign such Rights Certificates either in the name of the
predecessor or in the name of the successor Rights Agent; and in all such
cases such Rights Certificates shall have the full force provided in the
Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent shall be changed and
at such time any of the Rights Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under
its prior name and deliver Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been
countersigned, the Rights Agent may countersign such Rights Certificates
either in its prior name or in its changed name; and in all such cases such
Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

Section 20. Duties of Rights Agent.  The Rights Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Rights
Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and
the determination of Current Market Price) be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board of Directors, any Vice
Chairman, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.

(c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

(d) The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the Rights
Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect of
the validity of this Agreement or the execution and delivery hereof (except
the due execution and delivery hereof by the Rights Agent) or in respect of
the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in
any Rights Certificate; nor shall it be responsible for any change in the
transferability or exercisability of the Rights or adjustment required
under the provisions of Section 11 or Section 13 or any other provision
hereof or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights
evidenced by Rights Certificates after actual notice of any such
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any
Rights Certificate or as to whether any shares of Common Stock will, when
so issued, be validly authorized and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably
be required by the Rights Agent for the carrying out or performing by the
Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from
the Chairman of the Board of Directors, any Vice Chairman, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer
or any Assistant Treasurer of the Company, and to apply to such officers
for advice or instructions in connection with its duties, and it shall not
be liable for any action taken or suffered to be taken by it in good faith
in accordance with instructions of any such officer or for any delay in
acting while waiting for such instructions.

(h) The Rights Agent and any stockholder, director, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though it
were not Rights Agent under this Agreement.  Nothing herein shall preclude
the Rights Agent from acting in any other capacity for the Company or for
any other legal entity.

(i) The Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company resulting from
any such act, default, neglect or misconduct; provided, however, reasonable
care was exercised in the selection and continued employment thereof.

(j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of its
rights if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk or liability is
not reasonably assured to it.

(k) If, with respect to any Rights Certificate surrendered to the Rights
Agent for exercise or transfer, the certificate contained in the form of
assignment or the form of election to purchase set forth on the reverse
thereof, as the case may be, has either not been completed or indicates an
affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall
not take any further action with respect to such requested exercise or
transfer without first consulting with the Company.

Section 21. Change of Rights Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days notice in writing mailed to the Company,
and to each transfer agent of the Common Stock, by registered or certified
mail, and, if such resignation occurs after the Distribution Date, to the
registered holders of the Rights Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon
thirty (30) days notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common
Stock, by registered or certified mail, and, if such removal occurs after
the Distribution Date, to the holders of the Rights Certificates by
first-class mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent.  If the Company shall fail to make such appointment
within a period of thirty (30) days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by any registered holder of
a Rights Certificate (who shall, with such notice, submit his Rights
Certificate for inspection by the Company), then any registered holder of
any Rights Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a legal business
entity organized and doing business under the laws of the United States or
of the State of New York (or of any other state of the United States), in
good standing, having an office in the States of Ohio or New York which is
authorized under such laws to exercise corporate trust or stock transfer or
shareholder services powers and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50,000,000 or (b)
an affiliate of any such legal business entity described in clause (a)
above. After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Stock, and, if such appointment
occurs after the Distribution Date, mail a notice thereof i writing to the
registered holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22. Issuance of New Rights Certificates.  Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class
of shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of shares of Common Stock
following the Distribution Date and prior to the redemption or expiration
of the Rights, the Company (a) shall, with respect to shares of Common
Stock so issued or sold pursuant to the exercise of stock options or under
any employee plan or arrangement, or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company, and (b) may, in
any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Rights Certificates representing the
appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Rights Certificate shall be issued if,
and to the extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax
consequences to the Company or the Person to whom such Rights Certificate
would be issued, and (ii) no such Rights Certificate shall be issued if,
and to the extent that, appropriate adjustment shall otherwise have been
made in lieu of the issuance thereof.

Section 23. Redemption and Termination.  (a)  The Board of Directors of the
Company may, at its option, at any time prior to the Close of Business on
the earlier of (i) the tenth day following the Stock Acquisition Date (or,
if the Stock Acquisition Date shall have occurred prior to the Record Date,
the Close of Business on the tenth day following the Record Date), or (ii)
the Final Expiration Date, redeem all but not less than all of the then
outstanding Rights at a redemption price of $0.01 per Right, as such amount
shall be appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price"); and the
Company may, at its option, pay the Redemption Price either in Common Stock
(based on the Current Market Price, as defined in Section 11(d)(i) hereof,
of the Common Stock at the time of redemption), cash or any other form of
consideration deemed appropriate by the Board of Directors of the Company.
Notwithstanding anything contained in this Agreement to the contrary, the
Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company's right of redemption
hereunder has expired.

(b) Immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption
Price for each Right so held. Promptly after the action of the Board of
Directors of the Company ordering the redemption of the Rights, the Company
shall give notice of such redemption to the Rights Agent and the holders of
the then outstanding Rights by mailing such notice to all such holders at
each holder's last address as it appears upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of
the Transfer Agent for the Common Stock. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption will state the method
by which the payment of the Redemption Price will be made.

Section 24. Notice of Certain Events.  (a)  In case the Company shall
propose, at any time after the Distribution Date, (i) to pay any dividend
payable in stock of any class to the holders of Common Stock or to make any
other distribution to the holders of Common Stock (other than a regular
quarterly dividend out of earnings or retained earnings of the Company), or
(ii) to offer to the holders of Common Stock rights or warrants to
subscribe for or to purchase any additional Common Stock or shares of stock
of any class or any other securities, rights or options, or (iii) to effect
any reclassification of its Common Stock (other than a reclassification
involving only the subdivision of outstanding Common Stock), or (iv) to
effect any consolidation or merger into or with any other Person (other
than a Subsidiary of the Company in a transaction which complies with
Section 11(n) hereof), or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or other
transfer), in one transaction or a series of related transactions, of more
than 50% of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person or Persons (other than the Company
and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(n) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the
Company shall give to each holder of a Rights Certificate, to the extent
feasible, and in accordance with Section 25 hereof, a notice of such
proposed action, which shall specify the record date for the purposes of
such stock dividend, distribution of rights or warrants, or the date on
which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the Common Stock, if any such date
is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least twenty (20 days prior to the
record date for determining holders of the Common Stock for purposes of
such action, and in the case of any such other action, at least twenty (20)
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Stock, whichever shall
be the earlier.

(b) In case any of the events set forth in Section 11(a)(ii) hereof shall
occur, then, in any such case, the Company shall as soon as practicable
thereafter give to each holder of a Rights Certificate, to the extent
feasible, in accordance with Section 25 hereof, a notice of the occurrence
of such event, which shall specify the event and the consequences of the
event to holders of Rights under Section 11(a)(ii) hereof.

Section 25. Notices.  Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:

         Cinergy Corp.
         139 East Fourth Street
         Cincinnati, Ohio 45202
         Attention:  Corporate Secretary

Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

         The Fifth Third Bank
         Corporate Trust Department
         #1090 D2
         38 Fountain Square Plaza
         Cincinnati, Ohio 45202

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address
of such holder as shown on the registry books of the Company.

Section 26. Supplements and Amendments.  Prior to the Distribution Date,
the Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the approval of
any holders of certificates representing shares of Common Stock. From and
after the Distribution Date, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval
of any holders of Rights Certificates in order (i) to cure any ambiguity,
(ii) to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, (iii) to change
or supplement the provisions hereunder in any manner which the Company may
deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates; or (iv) to shorten or
lengthen any time period hereunder; provided, from and after the
Distribution Date, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iv) of this sentence, any time period
hereunder unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to, the holders
of Rights.  Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 26, the Rights Agent shall
execute such supplement or amendment. Notwithstanding anything contained in
this Agreement to the contrary, this Agreement may not be amended at a time
when the Rights are not redeemable.  Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the
interests of the holders of Common Stock.

Section 27. Successors.  All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Rights Agent shall bind and
inure to the benefit of their respective successors and assigns hereunder.

Section 28. Determinations and Actions by the Board of Directors, etc.  For
all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common
Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3d(1)(i) of the General Rules
and Regulations under the Exchange Act as in effect as of the date hereof.
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board or Directors or the Company, or as
may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including
a determination to redeem or not redeem the Rights or to amend the
Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (ii) below, all omissions
with respect to the foregoing) which are done or made by the Board of
Directors of the Company in good faith, shall (i) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (ii) not subject the Board of Directors of the Company
to any liability to the holders of the Rights Certificates.

Section 29. Benefits of this Agreement.  Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent
and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to
the Distribution Date, registered holders of the Common Stock).

Section 30. Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void or
unenforceable and the Board of Directors of the Company determines in its
good faith judgment that severing the invalid language from this Agreement
would adversely affect the purpose or effect of this Agreement, the right
of redemption set forth in Section 23 hereof shall be reinstated and shall
not expire until the Close of Business on the tenth day following the date
of such determination by the Board of Directors of the Company. Without
limiting the foregoing, if any provision requiring a determination by only
certain members of the Board of Directors of the Company (as it may then be
constituted) is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, such determination shall
then be made by the Board of Directors of the Company in accordance with
applicable law and the Company's Certificate of Incorporation, By-laws and
Regulations, and the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

Section 31. Governing Law.  This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State.


Section 32. Counterparts.  This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but
one and the same instrument.

Section 33. Descriptive Headings.  Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions
hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.


Attest:                          Cinergy Corp.



By:___________________________   By:_____________________________
Name:                            Name:
Title:                           Title:

Attest:                          The Fifth Third Bank


By:___________________________   By:_____________________________
Name:                            Name:
Title:                           Title:

Exhibit A


    [Form of Rights Certificate]

Certificate No. R-                             ___________  Rights

NOT EXERCISABLE AFTER JULY ____, 20[10] [UNLESS EXTENDED PRIOR
THERETO BY THE BOARD OF DIRECTORS] OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED
HEREIN). UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS
MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]

         Rights Certificate

         Cinergy Corp.

     This certifies that                         , or registered assigns,
is the registered holder of the number of Rights set forth above, each of
which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of July      , 2000 (the
"Rights Agreement"), between Cinergy Corp., a Delaware corporation (the
"Company"), and The Fifth Third Bank, a banking corporation (the "Rights
Agent"), to purchase from the Company at any time prior to 5:00 P.M.
(Eastern time) on July     , 20[10] at the office or offices of the Rights
Agent designated for such purpose, or its successors as Rights Agent, one
fully paid and non-assessable share of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company, at a purchase price of $100.00
per share (the "Purchase Price"), upon presentation and surrender of this
Rights Certificate with the Form of Election to Purchase set forth on the
reverse hereof and the Certificate contained therein duly executed. The
Purchase Price shall be paid at the election of the holder, in cash, Common
Stock of the Company having an equivalent value, or a combination thereof.
The number of Rights evidenced by this Rights Certificate, the number of
shares of Common Stock which may be purchased upon exercise thereof and the
Purchase Price per share of Common Stock, set forth above, are the number
of Rights, number of shares of Common Stock and Purchase Price as of
____________, 20__, based on the Common Stock as constituted at such date.

     Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person (or any such
Associate or Affiliate), or (iii) under certain circumstances specified in
the Rights Agreement, a transferee of a person who, after such transfer,
became an Acquiring Person or an Affiliate or Associate of an Acquiring
Person, such Rights shall become null and void and no holder hereof shall
have any rights with respect to such Rights from and after the occurrence
of such Section 11(a)(ii) Event.

     As provided in the Rights Agreement, the Purchase Price and the number
and kind of shares of Common Stock or other securities, which may be
purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening
of certain events, including Triggering Events.

     This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to
which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Rights
Certificates, which limitations of rights include the temporary suspension
of the exercisability of such Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file
at the above mentioned office of the Rights Agent and are also available
upon written request to the Company.

     This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent
designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of shares of
Common Stock as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered shall have entitled such holder to purchase.  If
this Rights Certificate shall be exercised in part, the holder shall be
entitled to receive upon surrender hereof another Rights Certificate or
Rights Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Board of Directors of
the Company at its option at a redemption price of $0.01 per Right at any
time prior to the earlier of the Close of Business on (i) the tenth day
following the Stock Acquisition Date (as such time period may be extended
pursuant to the Rights Agreement), and (ii) the Final Expiration Date.

     No fractional shares of Common Stock will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.

     No holder of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of
Common Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as provided in the Rights Agreement), or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.

     This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

     WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.

Dated as of ________ ___, 20__


ATTEST:                      CINERGY CORP.


_________________________    By:__________________________
Secretary                         Name:
                                  Title:

Countersigned:

THE FIFTH THIRD BANK

By: ___________________________
         Authorized Signature

          [Form of Reverse Side of Rights Certificate]

                       FORM OF ASSIGNMENT

       (To be executed by the registered holder if such
      holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED
hereby sells, assigns and transfers unto


         (Please print name and address of transferee)

this Rights Certificate, together with all rights, title and interest
therein, and does hereby irrevocably constitute and appoint
        Attorney, to transfer the within Rights Certificate on the books of
the within-named Company, with full power of substitution.

Dated: ________________,  20__
                                  _________________________
                                  Signature

Signature Guaranteed:

Certificate

              The undersigned hereby certifies by checking the appropriate
boxes that:

              (1)  this Rights Certificate [  ] is [   ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement);

              (2)  after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate thereof.

Dated:___________,  20___
                                  ______________________________
                                  Signature

                             NOTICE

         The signatures to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate
in every particular, without alteration or enlargement or any change
whatsoever.

FORM OF ELECTION TO PURCHASE

         (To be executed if the registered holder desires to
         exercise Rights represented by the Rights Certificate.)

To:      CINERGY CORP.:

              The undersigned hereby irrevocably elects to exercise
_________Rights represented by this Rights Certificate to purchase the
shares of Common Stock issuable upon the exercise of the Rights (or such
other securities of the Company or of any other person which may be
issuable upon the exercise of the Rights) and requests that certificates
for such shares be issued in the name of:


         (Please print name and address)


Please insert social security
or other identifying number:


     If such number of Rights shall not be all the Rights evidenced by
this Rights Certificate, a new Rights Certificate for the balance of such
Rights shall be registered in the name of and delivered to:


         (Please print name and address)


Please insert social security
or other identifying number:



Dated: _____________, 20___



                                          Signature


Signature Guaranteed:

                               Certificate

         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1)  the Rights evidenced by this Rights Certificate [  ] are [  ]
are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement);

         (2)  after due inquiry and to the best knowledge of the
undersigned, I [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate thereof.

Dated: ____________, 20__
                                     Signature


                                 NOTICE

         The signatures to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this
Rights Certificate in every particular, without alteration or enlargement
or any change whatsoever.

Exhibit B

               SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK

     On July ___, 2000, the Board of Directors of Cinergy Corp., a Delaware
corporation (the "Company"), authorized and granted to each holder of a
share of Common Stock, par value $.01 per share, of the Company (the
"Common Stock") outstanding at the close of business on the tenth Business
Day following the first public announcement by the Company of receipt of
approval of the dividend by the Securities and Exchange Commission pursuant
to the Public Utility Holding Company Act of 1935 (the "Record Date") one
Right for each share of Common Stock held as of the Record Date. Each Right
entitles the registered holder to purchase from the Company one share of
Common Stock at a price of $100.00 (the "Purchase Price"), subject to
adjustment in certain circumstances. The Purchase Price may be paid, at the
election of the registered holder, in cash, Common Stock or a combination
thereof.

     The description and terms of the Rights are set forth in a Rights
Agreement, dated as of July ____, 2000 (the "Rights Agreement"), between
the Company and The Fifth Third Bank, as Rights Agent.

     Initially, the Rights will be attached to the certificates
representing outstanding Common Stock, and no separate certificates
evidencing the Rights (the "Rights Certificates") will be distributed.
Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial
ownership of 10% or more of the outstanding Common Stock (the "Stock
Acquisition Date") other than as a result of repurchases of stock by the
Company or certain inadvertent actions by institutional or other
stockholders, or (ii) ten Business Days following the commencement of (or
public announcement of the intent to commence) a tender offer or exchange
offer by any person or group if upon consummation thereof, such person or
group would be the beneficial owner of 10% or more of the outstanding
Common Stock (the earliest of such dates being called the "Distribution
Date"), the Rights will be evidenced by the Common Stock certificates.

     The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Stock certificates.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the transfer of any certificate for Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, Right Certificates will be mailed to holders of record
of the Common Stock as of the Close of Business on the Distribution Date
and, thereafter, such separate Right Certificates alone will evidence the
Rights.

     The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on July __, 20[10], unless earlier redeemed
or extended by the Company as described below.

     In the event that a person or group becomes an Acquiring Person (other
than pursuant to an offer for all outstanding Common Stock at a price and
on terms which a majority of the independent Directors determine to be
adequate and otherwise to be in the best interests of the Company and its
stockholders, after receiving advice from one or more investment banking
firms (a "Qualified Offer"), the Rights Agreement provides that proper
provision shall be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two (2) times the exercise price of the Right.
However, Rights are not exercisable following the occurrence of either of
the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below. Notwithstanding the
foregoing, following the occurrence of any of the events set forth in this
paragraph, any Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by an Acquiring Person
shall immediately become null and void.

     In the event that following the Stock Acquisition Date, (i) the
Company engages in a merger or consolidation in which the Company is not
the surviving corporation (other than with an entity which acquired the
shares pursuant to a Qualified Offer), (ii) the Company engages in a merger
or consolidation with another person in which the Company is the surviving
corporation, but in which all or part of its Common Stock are changed or
exchanged, or (iii) 50% or more of the Company's assets or earning power is
sold or transferred (except with respect to clause (i) and (ii), a
"cleanup" merger which follows an offer described in the preceding
paragraph), the Rights Agreement provides that proper provision shall be
made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof, Common Stock of the acquiring company
having a value equal to two (2) times the exercise price of the Right. The
events set forth in this paragraph and in the preceding paragraph are
referred to as the "Triggering Events."

     The Purchase Price payable, and the number of shares of Common Stock
issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Stock, (ii)
upon the grant to holders of the Common Stock of certain rights or warrants
to subscribe for Common Stock or securities convertible into Common Stock
at less than the Current Market Price of the Common Stock, or (iii) upon
the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular quarterly dividends) or of
subscription rights or warrants (other than those referred to above).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price. No fractional Common Stock will be issued upon
exercise of the Rights and, in lieu thereof, a cash payment will be made
based on the market price of the Common Stock on the last trading date
prior to the date of exercise.

     At any time after the date of the Rights Agreement until ten days
following the Stock Acquisition Date, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $0.01 per
Right, payable in cash or stock (the "Redemption Price"). Immediately upon
the action of the Board of Directors of the Company ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event
that a Triggering Event shall occur.

     Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company in order to cure any ambiguity,
defect or inconsistency; to shorten or lengthen any time period under the
Rights Agreement; or in any other respect that will not adversely affect
the interests of holders of Rights; provided, however, that no amendment
may be made at such time as the Rights are not redeemable.

     A copy of the Rights Agreement will be filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement of the
Company on Form 8-A. A copy of the Rights Agreement is available free of
charge from the Company upon written request therefor. This summary
description of the Rights does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement, which is incorporated
herein by reference.

EX-99.F

                                                              EXHIBIT F-1
                                                             July 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  Cinergy Corp./File No. 70-______

Ladies and Gentlemen:

     I am Senior Counsel for Cinergy Corp. ("Cinergy"), a Delaware
corporation and registered holding company under the Public Utility Holding
Company Act of 1935.  This opinion letter is delivered pursuant to the
rules of the Commission thereunder as an exhibit to the
Application-Declaration on Form U-1 in the above file, which
application-declaration is being submitted to the Commission on the date
hereof (the initial application-declaration, including any amendments
thereto, the "Application").  Any capitalized terms used herein without
separate definition have the meanings assigned thereto in the Application.

     In connection with this opinion, I have reviewed the Application
and such other documents and made such other investigation as I have deemed
appropriate.

     Based on the foregoing and subject to the other paragraphs hereof,
I express the following opinions:

     1.   All state laws applicable to the proposed transactions will
have been complied with.

     2.   Cinergy is validly organized and duly existing.

     3.   Each of the Rights and any Common Stock that may be issued by
          Cinergy pursuant to the Rights will be validly issued, fully
          paid and nonassessable, and the holders thereof will be
          entitled to the rights and privileges appertaining thereto set
          forth in the Rights Agreement or Cinergy's certificate of
          incorporation and by-laws, as amended, respectively.

     4.   The consummation of the proposed transactions will not violate
          the legal rights of the holders of any securities issued by
          Cinergy or any associate company thereof.

     The foregoing opinions presume that the proposed transactions will
be consummated in accordance with the Application and the Commission's
order or orders granting and permitting the Application to become
effective.

     I am admitted to the Bar of the State of Ohio.  The foregoing
opinions are limited to the laws of the State of Ohio and the Delaware
General Corporation Law.

     I hereby consent to the Commission's use of this opinion letter in
connection with the Application.  This opinion letter may not be used for
any other purpose or relied on by or furnished to any other party without
my prior written consent.

Very truly yours,

/s/ George Dwight II
Senior Counsel

EX-99.G

Exhibit G
Form of Public Notice

Securities and Exchange Commission
(Release No. 35-_________)

     Cinergy Corp., a Delaware corporation and registered public utility
holding company ("Cinergy"), at 139 East Fourth Street, Cincinnati, Ohio
45202, has filed an application-declaration with the Commission under
sections 6(a), 7, 9(a), 10 and 12(c) of the Public Utility Holding Company
Act of 1935, as amended, and rules 42 and 54 thereunder.

     Cinergy requests approval to adopt and implement a shareholder rights
plan (the "Plan").  Pursuant to the Plan, the Board of Directors (the
"Board") of Cinergy intends to declare a dividend of one right (a "Right")
for each outstanding share of Cinergy Common Stock, par value $0.01 per
share (the "Common Stock"), payable to shareholders of record on the tenth
business day after receipt of the authorization herein requested (the
"Record Date").  As of April 30, 2000, there were approximately 159 million
shares of Common Stock outstanding.  The Rights will be created by and
issued pursuant to a Rights Agreement (the "Rights Agreement"), between
Cinergy and The Fifth Third Bank, an Ohio banking corporation, as Rights
Agent.

     In particular, Cinergy seeks authorization to implement the Plan
and the Rights Agreement, including, among other actions permitted by the
Rights Agreement, the following transactions:

     (1)  The dividend distribution of the Rights;

     (2)  The making of adjustments to the Exercise Price (defined
below), and the issuance and sale of Common Stock or the transfer of other
assets upon exercise of the Rights;

     (3)  The redemption of Rights; and

     (4)  Amending the Rights Agreement from time to time as described
below.

     According to Cinergy, the Plan, including the adoption of the
Rights Agreement and the distribution of the Rights to Cinergy's
shareholders, provides appropriate protections for shareholders from the
takeover abuses discussed above.  Shareholder rights plans have become a
widely accepted means to maximize shareholder value by reducing the risk of
nonrealization of shareholder value due to opportunistic acquisition
proposals.  Cinergy states that more than 2,000 companies have adopted
rights plans, including a majority of the Fortune 500 companies and more
than 40 utility companies (including numerous registered holding
companies).

     The U-1 summarizes the material terms of the Plan as follows:

     1.   Exercise Price

     The Rights created under the Rights Agreement would entitle the
holders thereof to purchase one share of Common Stock at a price of $100
per whole share of Common Stock (the "Exercise Price"), subject to
adjustment.  Initially, the Rights would not be exercisable and would trade
with the outstanding shares of Common Stock.  Upon the occurrence of the
triggering events described below, the Rights would become exercisable and
certificates representing the Rights would be distributed and would trade
independently of such outstanding shares.  However, the Rights would not
entitle the holders thereof to make a discounted purchase of shares of
Cinergy's Common Stock or of the common stock of the person proposing to
acquire Cinergy until the occurrence of either of the events described
below under "Discount Purchase Right."

     2.   Distribution Events

     The Rights would become exercisable (i.e., Common Stock could be
purchased at the Exercise Price pursuant to the Rights) upon the earlier to
occur of (such date, the "Distribution Date") (i) 10 business days after
the first public announcement that any person or group (an "Acquiring
Person") has without the Board's prior consent acquired beneficial
ownership of 10% or more of Cinergy's outstanding Common Stock
("Acquisition Event") and (ii) 10 business days (unless extended by the
Board) after any person or group has commenced a tender or exchange offer
which would, upon its consummation, result in such person or group becoming
an Acquiring Person ("Offer Event").

     3.   Discount Purchase Right

     After the Distribution Date, if an Acquisition Event has occurred,
the holders of the Rights (other than an Acquiring Person and certain
transferees thereof, whose Rights will become void) would immediately have
the right to receive (subject to the effectiveness of an appropriate
registration statement under the Securities Act of 1933), for each Right
exercised, Common Stock having a market value equal to two times the
Exercise Price then in effect ("Discount Purchase Right").

     In the event that, following an Acquisition Event, (i) Cinergy is
acquired by another person or entity not controlled by Cinergy ("Acquiror")
in a merger or other business combination transaction in which Cinergy is
not the continuing or surviving entity, (ii) an Acquiror consolidates or
merges into Cinergy in a merger or other business combination transaction
in which Cinergy is the continuing or surviving entity and, in connection
with the transaction, all or part of the Common Stock is changed into or
exchanged for property, or (iii) 50% or more of Cinergy's consolidated
assets or earning power is sold or transferred to an Acquiror, each holder
of a Right (except Rights which previously have been voided as set forth
above) will thereafter be entitled to receive, for each Right exercised,
common stock of the Acquiror or other appropriate party having a market
value equal to two times the Exercise Price then in effect.

     4.   Redemption of Rights

     The Rights may be redeemed, as a whole, at a Redemption Price of
$0.01 per Right, subject to adjustment, at the direction of the Board,
which Redemption Price shall be paid at Cinergy's option, in cash, shares
of Common Stock or other appropriate form of consideration, at any time
prior to the earlier of (i) the close of business on the date that any
person has become an Acquiring Person and (ii) the date of final expiration
of the Rights. The Rights will expire at the close of business ten years
from the date of the Rights Agreement, unless earlier redeemed or exchanged
by Cinergy as described below.

     5.   Adjustments to Exercise Price

     The Exercise Price payable, and the number of shares of Common
Stock (or other securities, as the case may be) issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of
the Common Stock of certain rights or warrants to subscribe for or purchase
shares of Common Stock or convertible securities at less than the then
current market price of Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable in Common
Stock) or of subscription rights or warrants. Prior to the date on which
the Rights become exercisable, the Board may make such equitable
adjustments as it deems appropriate in the circumstances in lieu of any
adjustment otherwise required by the foregoing.

     With certain exceptions, no adjustment in the Exercise Price will
be required until the time at which cumulative adjustments require an
adjustment of at least 1% in such Exercise Price.  No fractional shares of
Common Stock will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Common Stock on the last
trading date prior to the date of exercise.

     6.   Amendments

     The terms of the Rights may be amended by the Board (i) prior to
the Distribution Date in any manner, and (ii) on or after the Distribution
Date to cure any ambiguity, to correct or supplement any provision of the
Rights Agreement which may be defective or inconsistent with any other
provisions, or in any manner not adversely affecting the interests of the
holders of the Rights (including the interests of any Acquiring Person) or,
subject to certain limitations, to shorten or lengthen any time period
under the Rights Agreement.  The terms of the Rights may not be amended at
a time when the Rights are not redeemable.

     Cinergy states that it currently does not meet the conditions of
Rule 53(a).  As of March 31, 2000, Cinergy's "aggregate investment," as
defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $607.8
million.  This amount is equal to approximately 58% of Cinergy's average
"consolidated retained earnings," also as defined in Rule 53(a)(1), for the
four quarters ended March 31, 2000, of approximately $1055.8 million, which
exceeds the 50% "safe harbor" limitation contained in the rule.

     By order dated March 23, 1998 (HCAR No. 26848) ("1998 Order"), the
Commission authorized Cinergy to increase its aggregate investment in EWGs
and FUCOs to an amount equal to 100% of Cinergy's average "consolidated
retained earnings."  By order dated June 23, 2000 (HCAR No. 27190) ("2000
Order"), the Commission granted Cinergy additional authorization to invest
in EWGs and FUCOs beyond that granted in the 1998 Order   specifically, $1
billion in addition to Cinergy's aggregate investment at the date of such
order.  Although Cinergy's aggregate investment at March 31, 2000 exceeds
the 50% "safe harbor" limitation, this investment is below the limitation
authorized by the 1998 and 2000 Orders.

     With respect to capitalization, Cinergy asserts that there has been
no material adverse impact on Cinergy's consolidated capitalization
resulting from Cinergy's investments in EWGs and FUCOs.  As of September
30, 1997, the most recent period for which financial statement information
was evaluated in the 1998 Order, Cinergy's consolidated capitalization
consisted of 44.1% equity and 55.9% debt.  As of March 31, 2000, Cinergy's
consolidated capitalization consisted of 43.5 % equity and 56.5% debt.
These ratios are within acceptable ranges, as further reflected by the fact
that at March 31, 2000 Cinergy's senior unsecured debt was rated
"investment grade" by all the major rating agencies.  According to Cinergy,
the impact of the proposed transactions upon Cinergy's consolidated
capitalization will be insubstantial.

     With respect to earnings, Cinergy states that its interests in EWGs
and FUCOs have made consistent and significant contributions to Cinergy's
consolidated retained earnings, as reflected in the quarterly certificates
filed by Cinergy in Docket No. 70-9011.  Although Cinergy's consolidated
earnings for the year ended December 31, 1997 were negatively affected by
Cinergy's 50% ownership interest in Midlands Electricity plc ("Midlands"),
a FUCO, this was solely as a result of the imposition by the United Kingdom
of a one-time, non-recurring windfall tax.  Significantly, this tax did not
affect earnings from ongoing operations, and therefore would not have any
negative impact on earnings in future periods.  In July 1999, Cinergy sold
all of its ownership in Midlands, realizing a substantial profit.

     Finally, Cinergy states that it satisfies all of the other
conditions of paragraphs (a) and (b) of Rule 53.

     Fees and expenses in connection with the proposed transactions are
estimated to total approximately $50,000.

     For the Commission, by the Division of Investment Management,
pursuant to delegated authority.