U5S

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 2004

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

Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202

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

                                         TABLE OF CONTENTS
- --------------------------------------------------------------------------------------------------

    Item
   Number
   ------

    1     System Companies and Investments Therein as of December 31, 2004

    2     Acquisitions or Sales of Utility Assets

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

    4     Acquisition, Redemption, or Retirement of System Securities

    5     Investments in Securities of Nonsystem Companies

    6     Officers and Directors

              Part I.   Name, principal business address, and positions held as of December 31, 2004

              Part II.  Financial connections as of December 31, 2004

              Part III. Compensation and other related information

    7     Contributions and Public Relations

    8     Service, Sales, and Construction Contracts

              Part I.   Intercompany sales and service

              Part II.  Contracts to purchase services or goods between any system company and any
                        affiliate

              Part III. Employment of any person by any system company for the performance on a
                        continuing basis of management services

    9     Exempt Wholesale Generators and Foreign Utility Companies

   10     Financial Statements and Exhibits

          Signatures

Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004

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

Cinergy Corp. (Cinergy)                                                                                                        A

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

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

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

   Cinergy Receivables Company LLC                                                  N/A     100          -           -         C

   Cinergy Risk Solutions Ltd. (3)                                                  100     100          -           -         W

   The Cincinnati Gas & Electric Company (CG&E) (4)                          89,663,086     100   1,918,713   1,918,713      D & G
     Cinergy Power Investments, Inc. *                                              100     100          -           -         R
     The Union Light, Heat and Power Company (ULH&P)                            585,333     100    192,511     192,511         G
     Tri-State Improvement Company                                                1,000     100          -           -         E
     Miami Power Corporation                                                      1,000     100          -           -         F
     KO Transmission Company (KO Transmission)                                       10     100          -           -         I

   PSI Energy, Inc. (PSI) (5)                                                53,913,701     100   1,681,198   1,681,198        F
     South Construction Company, Inc. *                                              10     100          -           -         E

   Cinergy Investments, Inc. (Investments)                                          100     100          -           -         H
     Cinergy-Cadence, Inc.                                                          100     100          -           -         L
       Cadence Network, Inc. (Cadence Network)                                        -      20          -           -         L
     Cinergy Capital & Trading, Inc. (Capital & Trading)                            100     100          -           -       H & M
       Brownsville Power I, LLC                                                     N/A     100          -           -         J
       Caledonia Power I, LLC                                                       N/A     100          -           -         J
       CinCap IV, LLC                                                               N/A      50          -           -         I
       CinCap V, LLC                                                                N/A      50          -           -         I
       CinPower I, LLC                                                              N/A     100          -           -         I
       Cinergy Canada, Inc.                                                         100     100          -           -         N
       Cinergy Climate Change Investments, LLC                                      N/A     100          -           -         V
       Cinergy Limited Holdings, LLC                                                N/A     100          -           -         I
        Cinergy Marketing & Trading, LP (Marketing & Trading) (6)                   N/A     100          -           -         I
          Ohio River Valley Propane, LLC                                            N/A     100          -           -         I
       Cinergy General Holdings, LLC                                                N/A     100          -           -         I
       Cinergy Mexico Limited, LLC *(7)                                             N/A     100          -           -         N
        Cinergy Mexico Holdings, L.P. *(8)                                          N/A     100          -           -         N
          Cinergy Mexico Marketing & Trading, LLC *(9)                              N/A     100          -           -         N
       Cinergy Mexico General, LLC *(10)                                            N/A     100          -           -         N
       Cinergy Retail Power Limited, Inc. *                                         100     100          -           -         I
        Cinergy Retail Power, L.P. *(11)                                            N/A     100          -           -         I
       Cinergy Retail Power General, Inc. *                                         100     100          -           -         I
       Cinergy Retail Sales, LLC #                                                  N/A     100          -           -         I
       CinFuel Resources, Inc.                                                      100     100          -           -         I
       LH1, LLC (12)                                                                N/A     100          -           -         I
        Oak Mountain Products, LLC                                                  N/A     100          -           -         I
       Cinergy Transportation, LLC                                                  N/A     100          -           -         I
       SynCap II, LLC *                                                             N/A     100          -           -         I
     Cinergy Telecommunications Holding Company, Inc.                               100     100          -           -         L
       Q-Comm Corporation                                                     5,863,227      40          -           -         T
       Lattice Communications, LLC                                                  N/A      40          -           -         L
     Cinergy Engineering, Inc.                                                      100     100          -           -         I
     Cinergy-Centrus, Inc.                                                          100     100          -           -         L
     Cinergy-Centrus Communications, Inc.                                           100     100          -           -         L
     Cinergy Solutions Holding Company, Inc. (Solutions Holding)                    100     100          -           -         H
       3036243 Nova Scotia Company                                                7,100     100          -           -         Q
        Cinergy Solutions Limited Partnership (13)                                  N/A     100          -           -         Q
          3075959 Nova Scotia Company *                                          20,000     100          -           -         Q
       1388368 Ontario Inc.                                                      20,020     100          -           -         Q
       Cinergy Solutions - Demand, Inc. (14)                                        100     100          -           -         P
        Cinergy Solutions - Demand, Ltd. (15)                                         2     100          -           -         P
          Keen Rose Technology Group Limited                                          1     100          -           -         P
          Optimira Controls, Inc.                                                   981   90.83          -           -         P
       Cinergy EPCOM College Park, LLC                                              N/A     100          -           -         I
       Cinergy Solutions, Inc.  (Solutions)                                         100     100          -           -         I
        BSPE Holdings, LLC *                                                        N/A      50          -           -         I
          BSPE Limited, LLC *                                                       N/A      50          -           -         I
            BSPE, L.P. *(16)                                                        N/A      50          -           -         I
          BSPE General, LLC *                                                       N/A      50          -           -         I
        Cinergy Energy Solutions, Inc.                                              100     100          -           -         I
          U.S. Energy Biogas Corp.                                                4,574      20          -           -         I
        Cinergy GASCO Solutions, LLC                                                N/A     100          -           -         I
          Countryside Landfill Gasco, L.L.C.                                        N/A     100          -           -         I
          Morris Gasco, L.L.C.                                                      N/A     100          -           -         I
          Brown County Landfill Gas Associates, L.P.                                N/A     100          -           -         I
        Cinergy Solutions of Monaca, LLC                                            N/A     100          -           -         I
        Cinergy Solutions of Narrows, LLC                                           N/A     100          -           -         I
        Cinergy Solutions of Rock Hill, LLC                                         N/A     100          -           -         I
        Cinergy Solutions of San Diego, Inc. (17)                                   100     100          -           -         I
        Cinergy Solutions of South Charleston, LLC *(18)                            N/A     100          -           -         I
        Cinergy Solutions of St. Bernard, LLC                                       N/A     100          -           -         I
        Cinergy Solutions O&M, LLC (19)                                             N/A     100          -           -         I
        Cinergy Solutions Operating Services of Delta Township, LLC *(20)           N/A     100          -           -         I
        Cinergy Solutions Operating Services of Lansing, LLC                        N/A     100          -           -         I
        Cinergy Solutions Operating Services of Shreveport, LLC                     N/A     100          -           -         I
        Cinergy Solutions Operating Services of Oklahoma, LLC                       N/A     100          -           -         I
        Cinergy Solutions of Philadelphia, LLC                                      N/A     100          -           -         I
        Cinergy Solutions Partners, LLC                                             N/A     100          -           -         I
          CST Limited, LLC                                                          N/A     100          -           -         I
            CST Green Power, L.P. (21)                                              N/A     100          -           -         I
              Green Power Holdings, LLC                                             N/A      50          -           -         I
               Green Power Limited, LLC                                             N/A      50          -           -         I
                 South Houston Green Power, L.P. (22)                               N/A      50          -           -         I
               Green Power G.P., LLC                                                N/A      50          -           -         I
          CST General, LLC                                                          N/A     100          -           -         I
        CSGP of Southeast Texas, LLC                                                N/A     100          -           -         I
        CSGP Limited, LLC                                                           N/A     100          -           -         I
          CSGP Services, L.P. (23)                                                  N/A     100          -           -         I
        CSGP General, LLC                                                           N/A     100          -           -         I
        Lansing Grand River Utilities, LLC                                          N/A     100          -           -         I
        Oklahoma Arcadian Utilities, LLC                                            N/A   33.34          -           -         I
        Shreveport Red River Utilities, LLC                                         N/A   33.34          -           -         I
       Cinergy Solutions of Tuscola, Inc.                                           100     100          -           -         I
       Delta Township Utilities, LLC                                                N/A      50          -           -         I
       Delta Township Utilities II, LLC (24)                                        N/A   33.33          -           -         I
       Energy Equipment Leasing LLC                                                 N/A      50          -           -         I
       Trigen-Cinergy Solutions LLC                                                 N/A      50          -           -         I
       Trigen-Cinergy Solutions of Ashtabula LLC                                    N/A      50          -           -         I
       Cinergy Solutions of Boca Raton, LLC                                         N/A     100          -           -         I
       Cinergy Solutions of Cincinnati, LLC                                         N/A     100          -           -         I
       Cinergy Solutions - Utility, Inc. *(25)                                      100     100          -           -         I
       Trigen-Cinergy Solutions of Lansing LLC                                      N/A      50          -           -         I
        Trigen/Cinergy-USFOS of Lansing LLC                                         N/A      25          -           -         I
       Trigen-Cinergy Solutions of Orlando LLC *                                    N/A      50          -           -         I
       Trigen-Cinergy Solutions of Owings Mills LLC                                 N/A      50          -           -         I
       Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC       N/A      50          -           -         I
       Trigen-Cinergy Solutions of Rochester LLC                                    N/A      50          -           -         I
       Trigen-Cinergy Solutions of Silver Grove LLC                                 N/A      50          -           -         I
       Cinergy Solutions of St. Paul LLC                                            N/A     100          -           -         H
        Environmental Wood Supply, LLC                                              N/A      50          -           -         I
        St. Paul Cogeneration LLC                                                   N/A      50          -           -         J
       Trigen-Cinergy Solutions of Tuscola, LLC                                     N/A      50          -           -         I
     Cinergy Supply Network, Inc.                                                   100     100          -           -         O
       Reliant Services, LLC (Reliant)                                              N/A      50          -           -         O
        MP Acquisitions Corp., Inc.                                                 100      50          -           -         O
          Miller Pipeline Corporation (Miller Pipeline)                             100      50          -           -         O
        Fiber Link, LLC                                                             N/A    37.5          -           -         L
     Cinergy Technology, Inc. (Technology)                                          100     100          -           -         I

   Cinergy Global Resources, Inc. (Global Resources)                                100     100          -           -         H
     Cinergy UK, Inc.                                                               100     100          -           -         U
     Cinergy Global Power, Inc. (Global Power)                                      100     100          -           -         K
       CGP Global Greece Holdings, SA                                             9,000     100          -           -         H
        Attiki Denmark ApS                                                   64,586,074      57          -           -         H
          Attiki Gas Supply Company SA                                        2,954,430    28.5          -           -         K
       Cinergy Global Ely, Inc.                                                     100     100          -           -         K
        EPR Ely Power Limited                                                   214,286    28.5          -           -         H
          EPR Ely Limited                                                       300,000    28.5          -           -         K
            Ely Power Limited *                                                       1    28.5          -           -         S
            Anglian Straw Limited                                                   300    28.5          -           -         S
        Anglian Ash Limited                                                           3    28.5          -           -         S
       Cinergy Global Power Services Limited                                  1,001,000     100          -           -         S
       Cinergy Global Power (UK) Limited                                      8,658,242     100          -           -         K
        Cinergy Global Trading Limited                                        8,084,908     100          -           -         S
          Cinergy Trading and Marketing Limited *                                     2     100          -           -         S
          Commercial Electricity Supplies Limited *                               6,000     100          -           -         S
          Cinergy Renewable Trading Limited *                                         2     100          -           -         S
          UK Electric Power Limited                                              85,000     100          -           -         S
          Cinergy Global Power Iberia, S.A. *                                     1,000     100          -           -         S
       Cinergy Global Holdings, Inc. (Global Holdings)                              100     100          -           -         H
        Cinergy Holdings B.V. (Holdings B.V.)                                    34,741     100          -           -         H
          Cinergetika U/L a.s. (Cinergetika)                                        700    99.9          -           -         K
          Cinergy Zambia B.V.                                                     4,525     100          -           -         H
            Copperbelt Energy Corporation PLC (Copperbelt)                    3,850,000      30          -           -         K
              Power Sports Limited                                              770,000      30          -           -         S
          Moravske Teplarny a.s. (Teplarny)                                          91     100          -           -         K
       Cinergy Global (Cayman) Holdings, Inc.                                 5,171,137     100          -           -         H
        Cinergy Global Tsavo Power                                            5,171,137     100          -           -         H
          IPS-Cinergy Power Limited                                           3,968,547      50          -           -         H
            Tsavo Power Company Limited                                       3,968,547    28.5          -           -         K
       eVent Resources Overseas I, LLC                                              N/A     100          -           -         S
       Midlands Hydrocarbons (Bangladesh) Limited *                           4,535,000     100          -           -         S
       Cinergy Global Power Africa (Proprietary) Limited *                          100     100          -           -         S

   CinTec LLC (CinTec)                                                              N/A     100          -           -         H
     CinTec I LLC                                                                   N/A     100          -           -         H
       eVent Resources I LLC (26)                                                   N/A      67          -           -         H
        eVent Resources Holdings LLC                                                N/A      67          -           -         L
     CinTec II LLC *                                                                N/A     100          -           -         H

   Cinergy Technologies, Inc. (Cinergy Technologies)                                100     100          -           -         H
     Cinergy Broadband, LLC                                                         N/A     100          -           -         L
       CCB Communications, LLC                                                      N/A       ^          -           -         T
       ACcess Broadband, LLC #(27)                                                  N/A       ^          -           -         T
     Cinergy Ventures, LLC (Ventures)                                               N/A     100          -           -         L
       Current Communications Group, LLC (28)                                       N/A       ^          -           -         T
     Cinergy Ventures II, LLC                                                       N/A     100          -           -         I
       Electric City Corp.                                                   41,613,721       ^          -           -         I
     Cinergy e-Supply Network, LLC (Cinergy e-Supply)                               N/A     100          -           -         L
     Cinergy One, Inc. (Cinergy One)                                                100     100          -           -         I
     Cinergy Two, Inc.                                                              100     100          -           -         L

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

* This entity was inactive as of December 31, 2004.

# This entity was in the start-up phase of operations as of December 31, 2004.

+ Cinergy’s issuer’s and owner’s book value and other amounts, at December 31, 2004, are being filed pursuant to Rule 104(b). See “Exhibit I” section in “Item 10. Financial Statements and Exhibits” for this information.

^ Cinergy’s percentage of voting power, at December 31, 2004, is being filed pursuant to Rule 104(b). See “Exhibit I” section in “Item 10. Financial Statements and Exhibits” for this information.

/ Cinergy and its affiliate companies are involved in various types of businesses, which can be classified as follows:

 A - Registered Holding Company   G - Electric and Gas Utility        M - Power Marketing Company         S - Foreign Utility Company Investment

 B - Service Company              H - Intermediate Non-Utility        N - Energy Commodity Marketing      T - Exempt Telecommunications Company
                                      Holding Company                     Company                             Investment
 C - Financing Company            I - Rule 58 Company                 O - Infrastructure Services Company U - Inactive/Prospective Foreign
                                                                                                              Utility Company
 D - Exempt Holding Company under J - Exempt Wholesale Generator (EWG)P - Energy-Related Consulting       V - Greenhouse Gas Emissions Reduction
     Section 3(a)(2)                                                      Services Company                    Company
 E - Real Estate Company          K - Foreign Utility Company (FUCO)  Q - Energy-Related Financing        W - Captive Insurance Company
                                                                          Services Company
 F - Electric Utility             L - Exempt Telecommunications       R - Inactive/Prospective Exempt
                                      Company                             Wholesale Generator

        ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004 (Continued)

Part A Footnotes

The following footnotes provide information relating to entities that are noncorporate subsidiaries, such as trusts and partnerships, entities that are owned by more than one Cinergy system company, and additional investments, as well as descriptions of changes that occurred to Cinergy’s subsidiary structure, including changes to specific entities, as of December 31, 2004. However, information pertaining to Cinergy’s sale and/or dissolution of subsidiary companies throughout the year, is provided in the following section labeled “Part B Footnotes”.

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

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

    ⁽³⁾       Cinergy Risk Solutions Ltd., a corporation organized and licensed in Vermont on November 5, 2004, engages in the business of insuring and reinsuring certain levels of risk for Cinergy and its associate companies as a captive insurance company.

    ⁽⁴⁾       CG&E also has voting cumulative preferred stock outstanding at December 31, 2004, as follows:

                       Class            Shares outstanding       Vote per share
                       -----            ------------------       --------------

                      Par value $100         204,849                 1 vote

    ⁽⁵⁾        PSI also has voting cumulative preferred stock outstanding at December 31, 2004, as follows:

                       Class             Shares outstanding      Vote per share
                       -----             ------------------      --------------

                      Par value $100          347,445                1 vote

                      Par value $ 25          303,544              1/4 vote

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

    ⁽⁷⁾       Cinergy Mexico Limited, LLC, a Delaware limited liability company (LLC) organized on February 17, 2004, was formed as the sole limited partner of Cinergy Mexico Holdings, L.P., of which it owns 99.99%.

    ⁽⁸⁾       Cinergy Mexico Holdings, L.P., a Delaware limited partnership (LP) organized on February 20, 2004, was formed to engage in the sale, purchase, marketing and related risk management activities of gas in Mexico and to hold an ownership interest in Cinergy Mexico Marketing & Trading, LLC. Cinergy Mexico Holdings, L.P. is owned 99.99% by Cinergy Mexico Limited, LLC and 0.01% by Cinergy Mexico General, LLC.

    ⁽⁹⁾       Cinergy Mexico Marketing & Trading, LLC, a Delaware LLC organized on February 24, 2004, was formed for the purpose of engaging in the marketing of gas and/or gas-related services in Mexico.

    ⁽¹⁰⁾       Cinergy Mexico General, LLC, a Delaware LLC organized on February 17, 2004, was formed as the sole general partner of Cinergy Mexico Holdings, L.P., of which it owns 0.01%.

    ⁽¹¹⁾       Cinergy Retail Power, L.P. is owned 99% by Cinergy Retail Power Limited, Inc. and 1% by Cinergy Retail Power General, Inc.

    ⁽¹²⁾       LH1, LLC is owned 99% by Capital & Trading and 1% by CinFuel Resources, Inc.

    ⁽¹³⁾       Cinergy Solutions Limited Partnership is owned 99.9% by 3036243 Nova Scotia Company and 0.1% by 1388368 Ontario Inc.

    ⁽¹⁴⁾       Cinergy Solutions – Demand, Inc. changed its name from Vestar, Inc., effective July 15, 2004.

    ⁽¹⁵⁾       Cinergy Solutions – Demand, Ltd. changed its name from Vestar Limited, effective July 15, 2004.

    ⁽¹⁶⁾       BSPE, L.P. is owned 99% by BSPE Limited, LLC and 1% by BSPE General, LLC.

    ⁽¹⁷⁾       Cinergy Solutions of San Diego, Inc., a Delaware corporation organized on January 9, 2004, supervises the construction, operation and maintenance of an energy facility at the Children’s Hospital and Health Center in San Diego, California.

    ⁽¹⁸⁾       Cinergy Solutions of South Charleston, LLC, a Delaware LLC organized on August 24, 2004, was formed to design, build, own, operate and maintain certain energy-related equipment in South Charleston, West Virginia.

    ⁽¹⁹⁾       Cinergy Solutions O&M, LLC, a Delaware LLC organized on August 30, 2004, provides various energy-related services at several facilities owned by subsidiaries of KGen, LLC.

    ⁽²⁰⁾       Cinergy Solutions Operating Services of Delta Township, LLC, a Delaware LLC organized on December 15, 2004, was formed to perform certain construction and operating services for General Motors’ Delta Township, Michigan vehicle assembly facilities.

    ⁽²¹⁾       CST Green Power, L.P. is owned 99% by CST Limited, LLC and 1% by CST General, LLC.

    ⁽²²⁾       South Houston Green Power, L.P. is owned 99% by Green Power Limited, LLC and 1% by Green Power G.P., LLC.

    ⁽²³⁾       CSGP Services, L.P. is owned 99% by CSGP Limited, LLC and 1% by CSGP General, LLC.

    ⁽²⁴⁾       Delta Township Utilities II, LLC, a Delaware LLC organized on March 25, 2004, constructs, owns, operates and maintains certain energy-related facilities at a General Motors facility in Delta Township, Michigan.

    ⁽²⁵⁾       Cinergy Solutions – Utility, Inc., a Delaware corporation organized on September 27, 2004, was formed to provide engineering, construction, operation and maintenance services with respect to electric and natural gas systems and infrastructure.

    ⁽²⁶⁾       eVent Resources I LLC is owned 80% by CinTec I LLC and 20% by CinTec II LLC.

    ⁽²⁷⁾       ACcess Broadband, LLC changed its name from National BPL, LLC, effective July 2, 2004.

    ⁽²⁸⁾       Current Communications Group, LLC, a Delaware LLC organized on October 24, 2000 and acquired by Cinergy during the fourth quarter of 2004, is focused on developing Broadband over Power Line (BPL) technology and solutions through its two subsidiaries, Current Communications and Current Technologies.

Part B Footnotes

The following footnotes provide information, as of December 31, 2004, pertaining to the sale and/or dissolution of Cinergy subsidiary companies during the year.

                                                      State/Country of        Date of       Effective Date of
                        Company Name                    Incorporation      Incorporation    Sale or Dissolution
                        ------------                    -------------      -------------    -------------------
Cinergy EPCOM, LLC                                      Delaware             08/20/1999           12/15/2004
Cinergy Global Chandler I, Inc.                         Delaware             10/13/2000           12/22/2004
Cinergy Global Chandler Holding, Inc.                   Delaware             10/19/2000           12/22/2004
Cinergy Global Foote Creek, Inc.                        Delaware             05/04/1999           12/22/2004
Cinergy Global Foote Creek II, Inc.                     Delaware             11/23/1999           12/22/2004
Cinergy Global Foote Creek IV, Inc.                     Delaware             06/28/2000           12/22/2004
Cinergy Global Hydrocarbons Pakistan (1)                Cayman Islands       09/04/1997           06/30/2003
Cinergy Global One, Inc.                                Delaware             02/04/2000           12/22/2004
Cinergy Global Peetz Table I, Inc.                      Delaware             01/09/2001           12/22/2004
Cinergy Global Polska Sp. Z o.o.                        Poland               04/13/2000           03/02/2004
Cinergy MPI V, Inc. (1)                                 Cayman Islands       09/04/1997           06/30/2003
CPI Allowance Management, LLC                           Delaware             11/28/2001           07/19/2004
CPI Investments, LLC                                    Delaware             12/14/2001           12/31/2004
CZECHPOL ENERGY spol, s.r.o.                            Czech Republic       10/05/1990           03/01/2004
Kreiss Johnson Technologies, Inc. (1)                   California           07/28/1993           06/30/2003
Lawrenceburg Gas Company                                Indiana              05/05/1868           08/30/2004
Trigen-Cinergy Solutions of San Diego LLC               Delaware             11/03/1999           05/31/2004
Trigen-Cinergy Solutions of the Southeast LLC           Delaware             11/19/1999           05/31/2004

⁽¹⁾     These entities were actually dissolved during 2003. Cinergy inadvertently excluded them from our 2003 U5S filing.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

In December 2002, the Indiana Utility Regulatory Commission (IURC) approved¹ a settlement agreement among PSI², the Indiana Office of the Utility Consumer Counselor, and the IURC Staff authorizing PSI’s purchases of the Henry County, Indiana and Butler County, Ohio, gas-fired peaking plants from two non-regulated affiliates. In February 2003, the Federal Energy Regulatory Commission (FERC) issued an order under Section 203 of the Federal Power Act authorizing PSI’s acquisitions of the plants, which occurred on February 5, 2003. Subsequently, in April 2003, the FERC issued a tolling order allowing additional time to consider a request for rehearing filed in response to the February 2003 FERC order. In September 2004, FERC issued an order denying the request for rehearing and affirming the acquisition of the plants.

The Kentucky Public Service Commission (KPSC) has conditionally approved and the FERC has approved ULH&P’s³ planned acquisition of CG&E’s⁴ 68.9 percent ownership interest in the East Bend Generating Station, located in Boone County, Kentucky, the Woodsdale Generating Station, located in Butler County, Ohio, and one generating unit at the four-unit Miami Fort Station located in Hamilton County, Ohio. ULH&P is currently seeking approval of the transaction from the Securities and Exchange Commission (SEC), wherein the Ohio Consumers Counsel has intervened in opposition. The transfer, which will be paid for at net book value, will not affect current electric rates for ULH&P’s customers, as power will be provided under the same terms as under the current wholesale power contract with CG&E through December 31, 2006. Assuming receipt of SEC approval, we would anticipate the transfer to take place in the third quarter of 2005.

In 2004, PSI completed an exchange of electric substations with an independent third party where PSI sold a number of electric substations at net book value and purchased electric substations at net book value plus monetary consideration. PSI received IURC approval for the transaction in April 2000 and FERC approval in November 2003. The applicable SEC exemption under the Public Utility Holding Company Act of 1935 for the acquisition is Section 9(b)(1)⁵ and for the sale is Rule 44(b)(1).

¹ IURC approval previously filed as Item 10-B-37 in Cinergy’s Form U5S filed April 30, 2004.
² PSI is a wholly owned vertically integrated and regulated electric utility that provides service in north central, central, and southern Indiana.
³ ULH&P, a direct subsidiary of CG&E, provides electric and gas service in northern Kentucky.
⁴ CG&E is a combination electric and gas public utility company that provides service in the southwestern portion of Ohio.
⁵ Refer to Item 10-B-452 for the IURC’s approval.

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

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

Series 2004 A, Indiana Development Finance Authority(1)          PSI          $55,000        -        8/13/04    $54,650   Rule 52 (See certificate of notification
  Environmental Revenue Bonds, due August 1, 2039                                                                          on form U-6B-2 filed on August 19, 2004.)

Series 2004 B, Indiana Development Finance Authority(1)          PSI          $77,125        -        12/7/04    $75,500   Rule 52 (See certificate of notification
  Environmental Revenue Bonds, due December 1, 2039                                                                        on form U-6B-2 filed on January 12, 2005.)

Series 2004 C, Indiana Development Finance Authority(1)          PSI          $77,125        -        12/7/04    $75,500   Rule 52 (See certificate of notification
  Environmental Revenue Bonds, due December 1, 2039                                                                        on form U-6B-2 filed on January 12, 2005.)

CG&E

Series 2004A, Ohio Air Quality Development Revenue              CG&E          $47,000        -       11/18/04    $46,214   Rule 52 (See certificate of notification
  Bonds, due November 1, 2039                                                                                              on form U-6B-2 filed on November 23, 2004.)

Series 2004B, Ohio Air Quality Development Revenue              CG&E          $47,000        -       11/18/04    $46,214   Rule 52 (See certificate of notification
  Bonds, due November 1, 2039                                                                                              on form U-6B-2 filed on November 23, 2004.)

ULH&P

  5.00% Debentures due December 15, 2014                       ULH&P          $40,000        -        12/9/04    $39,200   Rule 52 (See certificate of notification
                                                                                                                           on form U-6B-2 filed on January 12, 2005.)
CST Green Power, L.P.

Gulf Coast Industrial Development Authority Exempt     CST Green Power, L.P.  $25,000        -        5/12/04    $24,500   Rule 52 (See certificate of notification
   Facilities Industrial Revenue Bonds due May 1, 2039.                                                                    on form U-6B-2 filed on May 20, 2004.)

⁽¹⁾    These were issued by the Indiana Development Finance Authority, a state agency, on behalf of PSI. PSI borrowed the proceeds of the issuance through a note and/or a loan agreement.

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

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

 PSI

 Other Long-term Debt
      6.00% Rural Utilities Service Obligations         PSI               -       $  1,100       -                E           Rule 42

 CG&E

 First Mortgage Bonds:
      6.45% Series due February 15, 2004               CG&E               -        110,000       -                E           Rule 42

 CinCap IV

      7.81% Notes Payable due June 1, 2009           CinCap IV            -         16,900       -                E           Rule 42

 CinCap V

      9.23% Notes Payable due November 5, 2016       CinCap V             -            181       -                E           Rule 42

 Delta Township Utilities LLC

                                                   Delta Township
      7.27% Notes Payable due September 10, 2017      Utilities           -            311       -                E           Rule 42

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

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

                Aggregate Amount of
         Investments in Persons (Entities) Number of
Name of         Operating in Retail         Persons
Company      Service Area of Owner(1)      (Entities)                       Description of Persons (Entities)
- -------      ------------------------      ----------                       ---------------------------------
                 (in thousands)

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

CG&E                     15                    1      Community improvement fund.

ULH&P                     3                    2      Economic development.

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

Ventures              6,030                    1      Limited partnership, which invests in significant local development projects.

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

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

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

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

CG&E                       Ohio Valley Electric Corporation   Common Stock          9,000       9.0%     Public utility company       $   900

                                                              Limited                                    Shopping mall in
PSI                        Circle Center Mall                 Partnership             N/A       0.0%     Indianapolis, Indiana          1,638

                                                                                                         Invests in minority-or
PSI                        Lynx Capital Corp.                 Preferred Stock          25       4.9%     female-owned businesses          127

                                                              Limited                                    General venture capital
Ventures                   Blue Chip Capital Fund III         Partnership             N/A       0.0%     fund                           3,830

                                                                                                         Technology company for
                                                              Convertible                                HVAC and associated
Ventures                   Maximum Performance Group, Inc.    Preferred Stock   1,492,765       0.0%     equipment                      4,450

                                                              Limited                                    Invests in energy-related
Ventures                   Nth Power Technology Fund I        Partnership             N/A       0.0%     technology companies           1,419

                           Nth Power Technology Fund II,      Limited                                    Invests in energy-related
Ventures                   L.P.                               Partnership             N/A       0.0%     technology companies           4,301

                                                              Convertible
Ventures                   SmartSynch                         Preferred Stock   4,807,933       0.0%     Real-time smart metering       3,600

                                                              Convertible                                Emissions-control
Cinergy Ventures II, LLC   Catalytic Solutions, Inc.          Preferred Stock     786,097       0.0%     technology company            11,000

                                                              Common and
                                                              Convertible                                Internet-based technology
Cinergy e-Supply           Perfect Commerce                   Preferred Stock   1,704,409       1.46%    company                        1,750

Cinergy Climate Change                                        Limited                                    Facilitates investments
Investments, LLC           PowerTree Carbon Company, LLC      Partnership             N/A       4.0%     in forestation projects           60

                                                                                                         Provider of proprietary
eVent Resources I LLC      Lascom S.A.                        Common Stock      2,048,497       0.0%     software                       2,981

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2004

PART I

                                                                                    POSTION HELD AT
   NAME (ADDRESS)                                                                  DECEMBER 31, 2004

   Cinergy

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

   Services

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

   CC Funding Trust I

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

   CC Funding Trust II

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

   Cinergy Receivables Company LLC

   James E. Rogers (a)                                                          M
   Mary S. Stawikey (aaaa)                                                      IM
   Carrie L. Tillman (aaaa)                                                     IM
   Christopher J. Vogt (a)                                                      T
   Bradley C. Arnett (a)                                                        P
   Candace Sheridan (a)                                                         S
   Kimberely K. Sipes (a)                                                       AT

   Cinergy Risk Solutions Ltd.

   R. Foster Duncan (a)                                                         D
   Gary L. Lavey (a)                                                            D, P
   Marc E. Manly (a)                                                            D
   Theodore R. Murphy II (a)                                                    D
   Anthony G. Redden (a)                                                        D, VP
   Patrick Theriault (ss)                                                       D
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Candace Sheridan (a)                                                         AS

   CG&E

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

   Cinergy Power Investments, Inc.

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

   ULH&P

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

   Tri-State Improvement Company

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

   Miami Power Corporation

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

   KO Transmission

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

   PSI

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

   South Construction Company, Inc.

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

   Investments

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

   Cinergy-Cadence, Inc.

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

   Cadence Network

   Stephen Green (ttt)                                                          D
   Gregory C. Wolf (a)                                                          D
   Jeff Liberman (rrr)                                                          D
   Michael Donahue (a)                                                          VP
   Doug Jaeger (uuu)                                                            D
   Madline W. Ludlow (e)                                                        D
   Jeffrey Hart (e)                                                             P, CEO
   Peter M. McKnight (e)                                                        VP, CFO

   Capital & Trading

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

   Brownsville Power I, LLC

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

   Caledonia Power I, LLC

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

   CinCap IV, LLC

   Cinergy Capital & Trading, Inc.                                              MM

   CinCap V, LLC

   Cinergy Capital & Trading, Inc.                                              MM

   CinPower I, LLC

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

   Cinergy Canada, Inc.

   R. Foster Duncan (a)                                                         D, P
   Clifford D. Johnson (iii)                                                    D
   James L. Turner (a)                                                          EVP
   Brian F. Bierbach (v)                                                        SVP
   Randall F. Bevis (v)                                                         VP, GC, AS
   William F. Bauer (iii)                                                       VP
   Lynn J. Good (a)                                                             VP, C
   David R. Shields (mm)                                                        VP
   Bruce A. Sukaly (v)                                                          CCO
   Alexander J. Torok (a)                                                       VP
   Bernard F. Roberts (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Richard G. Beach (a)                                                         AS
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Climate Change Investments, LLC

   James E. Rogers (a)                                                          BM
   R. Foster Duncan (a)                                                         BM, P
   James L. Turner (a)                                                          BM, EVP
   Lynn J. Good (a)                                                             VP, C
   William J. Grealis (a)                                                       EVP
   Bernard F. Roberts (a)                                                       VP
   William F. Tyndall (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Wendy L. Aumiller (a)                                                        T
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC
   David L. Wozny (a)                                                           CFO

   Cinergy Limited Holdings, LLC

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

   Marketing & Trading

   R. Foster Duncan (a)                                                         P
   James L. Turner (a)                                                          EVP
   Alexander J. Torok (a)                                                       VP
   Bruce A. Sukaly (v)                                                          SVP, CCO
   John S. Daly (v)                                                             VP
   Lynn J. Good (a)                                                             VP, C
   M. Stephen Harkness (a)                                                      VP, COO
   Randall F. Bevis (v)                                                         VP, GC, AS
   L. C. Randolph, Jr. (a)                                                      VP
   Bernard F. Roberts (a)                                                       VP
   Janelle D. Scheuer (v)                                                       VP
   Lee T. Howe (a)                                                              AC
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Thomas K. Strickland (v)                                                     VP
   Brian P. Davey (b)                                                           AC
   Richard G. Beach (a)                                                         AS
   Brett A. Ritchie (b)                                                         AC

   Ohio River Valley Propane, LLC

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

   Cinergy General Holdings, LLC

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

   Cinergy Mexico Limited, LLC

   James L. Turner (a)                                                          EVP
   David L. Wozny (a)                                                           CFO
   R. Foster Duncan (a)                                                         P
   Bruce A. Sukaly (v)                                                          SVP, CCO
   Randall F. Bevis (v)                                                         VP, GC, AS
   John S. Daly (v)                                                             VP
   Lynn J. Good (a)                                                             VP, C
   L. C. Randolph, Jr. (a)                                                      VP
   Ronald R. Reising (a)                                                        VP
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Mexico Holdings, LP

   Cinergy Mexico Holdings, LP management is controlled by Cinergy Mexico General, LLC.  Refer to
   Cinergy Mexico General, LLC for a list of officers and directors.

   Cinergy Mexico Marketing & Trading, LLC

   R. Foster Duncan (a)                                                         P
   Bruce A. Sukaly (v)                                                          SVP, CCO
   James L. Turner (a)                                                          EVP
   Randall F. Bevis (v)                                                         VP, GC, AS
   John S. Daly (v)                                                             VP
   Lynn J. Good (a)                                                             VP, C
   L. C. Randolph, Jr. (a)                                                      VP
   David L. Wozny (a)                                                           CFO
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Gregory C. Wolf (a)                                                          VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Mexico General, LLC

   James L. Turner (a)                                                          EVP
   David L. Wozny (a)                                                           CFO
   R. Foster Duncan (a)                                                         P
   Bruce A. Sukaly (v)                                                          SVP, CCO
   Randall F. Bevis (v)                                                         VP, GC, AS
   John S. Daly (v)                                                             VP
   Lynn J. Good (a)                                                             VP, C
   L. C. Randolph, Jr. (a)                                                      VP
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Retail Power Limited, Inc.

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

   Cinergy Retail Power, L.P.

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

   Cinergy Retail Power General, Inc.

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

   Cinergy Retail Sales, LLC

   R. Foster Duncan (a)                                                         P
   James L. Turner (a)                                                          EVP
   Jack L. Farley (a)                                                           VP
   Lynn J. Good (a)                                                             VP, C
   Bernard F. Roberts (a)                                                       VP
   Bruce A. Sukaly (v)                                                          VP
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   CinFuel Resources, Inc.

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

   LH1, LLC

   James E. Rogers (a)                                                          BM
   James L. Turner (a)                                                          BM
   R. Foster Duncan (a)                                                         BM, EVP
   M. Stephen Harkness (a)                                                      CEO
   James R. Lance (a)                                                           CFO
   Julia S. Janson (a)                                                          S
   Wendy L. Aumiller (a)                                                        T
   Lynn J. Good (a)                                                             C, VP
   Richard G. Beach (a)                                                         AS
   C. Robert Hetterick (a)                                                      AC
   Donald R. Snider (a)                                                         COO
   Alexander J. Torok (a)                                                       VP

   Oak Mountain Products, LLC

   James E. Rogers (a)                                                          BM
   James L. Turner (a)                                                          BM
   R. Foster Duncan (a)                                                         BM, EVP
   M. Stephen Harkness (a)                                                      CEO
   James R. Lance (a)                                                           CFO
   Julia S. Janson (a)                                                          S
   Wendy L. Aumiller (a)                                                        T
   Lynn J. Good (a)                                                             C, VP
   Richard G. Beach (a)                                                         AS
   C. Robert Hetterick (a)                                                      AC
   Donald R. Snider (a)                                                         COO
   Alexander J. Torok (a)                                                       VP

   Cinergy Transportation, LLC

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

   SYNCAP II, LLC

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

   Cinergy Telecommunications Holding Company, Inc.

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

   Q-Comm Corporation

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

   Lattice Communications, LLC

   David Brown (llll)                                                           BM
   R. Foster Duncan (a)                                                         BM
   Benjamin Diesbach (vvv)                                                      BM
   R. Dean Meiszer (vvv)                                                        BM, CEO
   Brian K. Stallman (a)                                                        BM
   Stephen E. Kaufmann (vvv)                                                    CFO
   Mark C. Bissinger (www)                                                      S

   Cinergy Engineering, Inc.

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

   Cinergy-Centrus, Inc.

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

   Cinergy-Centrus Communications, Inc.

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

   Solutions Holding

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

   3036243 Nova Scotia Company

   R. Foster Duncan (a)                                                         D, P
   M. Stephen Harkness (a)                                                      D
   Ronald R. Reising (a)                                                        VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS

   Cinergy Solutions Limited Partnership

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

   3075959 Nova Scotia Company

   R. Foster Duncan (a)                                                         D
   M. Stephen Harkness (a)                                                      P
   Julia S. Janson (a)                                                          S

   1388368 Ontario Inc.

   David M. Armstrong (a)                                                       D
   R. Foster Duncan (a)                                                         D
   M. Stephen Harkness (a)                                                      CEO, P
   Julia S. Janson (a)                                                          S
   Wendy L. Aumiller (a)                                                        T
   Richard G. Beach (a)                                                         AS

   Cinergy Solutions - Demand, Inc.

   James E. Rogers (a)                                                          D
   James L. Turner (a)                                                          D, EVP
   R. Foster Duncan (a)                                                         D, CEO
   M. Stephen Harkness (a)                                                      P
   Rodney W. Husk (a)                                                           VP
   David L. Wozny (a)                                                           CFO
   James R. Lance (a)                                                           VP
   Lynn J. Good (a)                                                             C, VP
   Donald R. Snider (a)                                                         VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP

   Cinergy Solutions - Demand, Ltd.

   David M. Armstrong (a)                                                       D
   M. Stephen Harkness (a)                                                      P, CEO
   R. Foster Duncan (a)                                                         D, VP
   Julia S. Janson (a)                                                          S
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Richard G. Beach (a)                                                         AS
   Rodney W. Husk (a)                                                           VP
   James R. Lance (a)                                                           VP
   Donald R. Snider (a)                                                         VP

   Keen Rose Technology Group Limited

   David M. Armstrong (a)                                                       D
   M. Stephen Harkness (a)                                                      P, CEO
   R. Foster Duncan (a)                                                         D, VP
   Rodney W. Husk (a)                                                           VP
   Julia S. Janson (a)                                                          S
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Richard G. Beach (a)                                                         AS
   James R. Lance (a)                                                           VP
   Donald R. Snider (a)                                                         VP

   Optimira Controls, Inc.

   Jeff Volkers (a)                                                             D, P
   David M. Armstrong (a)                                                       D
   M. Stephen Harkness (a)                                                      CEO
   R. Foster Duncan (a)                                                         D, VP
   Rodney W. Husk (a)                                                           VP
   Julia S. Janson (a)                                                          S
   Wendy L. Aumiller (a)                                                        T
   David L. Wozny (a)                                                           CFO
   Richard G. Beach (a)                                                         AS
   James R. Lance (a)                                                           VP
   Donald R. Snider (a)                                                         VP

   Cinergy EPCOM College Park, LLC

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

   Solutions

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

   BSPE Holdings, LLC

   David A. Ledonne (a)                                                         AR
   Donald R. Snider (a)                                                         AR
   G. Roger Daniel (a)                                                          AR
   Jason Rundle (jjjj)                                                          AR
   Kevin Casey (s)                                                              AR
   Bob Myer (jjjj)                                                              AR

   BSPE Limited, LLC

   David A. Ledonne (a)                                                         AR
   Donald R. Snider (a)                                                         AR
   G. Roger Daniel (a)                                                          AR
   Jason Rundle (jjjj)                                                          AR
   Kevin Casey (s)                                                              AR
   Bob Myer (jjjj)                                                              AR

   BSPE, L.P.

   David A. Ledonne (a)                                                         AR
   Donald R. Snider (a)                                                         AR
   G. Roger Daniel (a)                                                          AR
   Jason Rundle (jjjj)                                                          AR
   Kevin Casey (s)                                                              AR
   Bob Myer (jjjj)                                                              AR

   BSPE General, LLC

   David A. Ledonne (a)                                                         AR
   Donald R. Snider (a)                                                         AR
   G. Roger Daniel (a)                                                          AR
   Jason Rundle (jjjj)                                                          AR
   Kevin Casey (s)                                                              AR
   Bob Myer (jjjj)                                                              AR

   Cinergy Energy Solutions, Inc.

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

   U.S. Energy Biogas Corp.

   G. Roger Daniel (a)                                                          D, CEO
   Jacob Feinstein (f)                                                          D
   Barbara A. Farr (hhhh)                                                       S
   Richard J. Augustine (hhhh)                                                  P, T
   Steven Laliberty (kk)                                                        VP
   Timothy J. Kilkelly (f)                                                      AT
   Carl W. Greene (f)                                                           D
   Mary Lou Kachnowski (f)                                                      AS

   Cinergy GASCO Solutions, LLC

   James L. Turner (a)                                                          EVP
   Donald R. Snider (a)                                                         P, COO
   R. Foster Duncan (a)                                                         EVP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   David A. Ledonne (a)                                                         VP
   Donna L. Robichaud (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Bernard F. Roberts (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Richard G. Beach (a)                                                         AS
   Julia S. Janson (a)                                                          S
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Countryside Landfill Gasco, L.L.C.

   G. Roger Daniel (a)                                                          D, CB, CEO
   Richard J. Augustine (hhhh)                                                  D, P, T
   Steven Laliberty (kk)                                                        D, VP
   Timothy J. Kilkelly (f)                                                      AT
   Barbara A. Farr (hhhh)                                                       S
   Mary Lou Kachnowski (f)                                                      AS

   Morris Gasco, L.L.C.

   G. Roger Daniel (a)                                                          D, CB, CEO
   Richard J. Augustine (hhhh)                                                  D, P, T
   Steven Laliberty (kk)                                                        D, VP
   Timothy J. Kilkelly (f)                                                      AT
   Barbara A. Farr (hhhh)                                                       S
   Mary Lou Kachnowski (f)                                                      AS

   Brown County Landfill Gas Associates, L.P.

   G. Roger Daniel (a)                                                          D, CB, CEO
   Richard J. Augustine (hhhh)                                                  D, P, T
   Steven Laliberty (kk)                                                        D, VP
   Timothy J. Kilkelly (f)                                                      AT
   Barbara A. Farr (hhhh)                                                       S
   Mary Lou Kachnowski (f)                                                      AS

   Cinergy Solutions of Monaca, LLC

   Donald R. Snider (a)                                                         COO, P
   David L. Wozny (a)                                                           CFO
   R. Foster Duncan (a)                                                         EVP
   Steven P. Barker (mmmm)                                                      VP
   Timothy B. Ferguson (a)                                                      VP
   James L. Turner (a)                                                          EVP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Bernard F. Roberts (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   David A. Ledonne (a)                                                         VP
   Alexander J. Torok (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions of Narrows, LLC

   James L. Turner (a)                                                          EVP
   Donald R. Snider (a)                                                         COO, P
   R. Foster Duncan (a)                                                         EVP
   Donna L. Robichaud (a)                                                       VP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Scott A. Abramson (t)                                                        VP
   David A. Ledonne (s)                                                         VP
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Wendy L. Aumiller (a)                                                        T
   David L. Wozny (a)                                                           CFO
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions of Rock Hill, LLC

   James L. Turner (a)                                                          EVP
   Donald R. Snider (a)                                                         COO, P
   R. Foster Duncan (a)                                                         EVP
   Donna L. Robichaud (a)                                                       VP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Jerry W. Anderson (g)                                                        VP
   David A. Ledonne (s)                                                         VP
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Wendy L. Aumiller (a)                                                        T
   David L. Wozny (a)                                                           CFO
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions of San Diego, Inc.

   James L. Turner (a)                                                          D, EVP
   R. Foster Duncan (a)                                                         D, EVP
   James E. Rogers (a)                                                          D
   Donald R. Snider (a)                                                         P, COO
   Timothy B. Ferguson (a)                                                      VP
   Jefferson E. Gibitz (a)                                                      VP
   David A. Ledonne (s)                                                         VP
   James R. Lance (a)                                                           VP
   Gary L. Meza (nnnn)                                                          VP
   Bernard F. Roberts (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Julia S. Janson (a)                                                          S
   Wendy L. Aumiller (a)                                                        T
   Richard G. Beach (a)                                                         AS
   Lynn J. Good (a)                                                             VP, C
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions of South Charleston, LLC

   Donald R. Snider (a)                                                         P, COO
   R. Foster Duncan (a)                                                         EVP
   James L. Turner (a)                                                          EVP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, c
   David A. Ledonne (s)                                                         VP
   Bernard F. Roberts (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   James R. Lance (a)                                                           VP
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions of St. Bernard, LLC

   Donald R. Snider (a)                                                         COO, P
   R. Foster Duncan (a)                                                         EVP
   Robert H. Stewart II (a)                                                     VP
   James L. Turner (a)                                                          EVP
   Bernard F. Roberts (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Julia S. Janson (a)                                                          S
   David A. Ledonne (s)                                                         VP
   Richard G. Beach (a)                                                         AS
   Alexander J. Torok (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   David L. Wozny (a)                                                           CFO
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions of O&M, LLC

   Donald R. Snider (a)                                                         P, COO
   R. Foster Duncan (a)                                                         EVP
   James L. Turner (a)                                                          EVP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   David A. Ledonne (s)                                                         VP
   Bernard F. Roberts (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   James R. Lance (a)                                                           VP
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions Operating Services of Delta Township, LLC

   Donald R. Snider (a)                                                         P, COO
   R. Foster Duncan (a)                                                         EVP
   James L. Turner (a)                                                          EVP
   David L. Wozny (a)                                                           CFO
   G. Roger Daniel (a)                                                          VP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   David A. Ledonne (s)                                                         VP
   Don Morgan (r)                                                               VP
   Bernard F. Roberts (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions Operating Services of Lansing, LLC

   Donald R. Snider (a)                                                         P, COO
   R. Foster Duncan (a)                                                         EVP
   James L. Turner (a)                                                          EVP
   Lynn J. Good (a)                                                             VP, C
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC
   Timothy B. Ferguson (a)                                                      VP
   Bernard F. Roberts (a)                                                       VP
   James R. Lance (a)                                                           VP
   Donna L. Robichaud (a)                                                       VP
   David A. Ledonne (s)                                                         VP
   Alexander J. Torok (a)                                                       VP
   Don Morgan (r)                                                               VP
   Brian P. Davey (b)                                                           AC

   Cinergy Solutions Operating Services of Shreveport, LLC

   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Donald R. Snider (a)                                                         P, COO
   James L. Turner (a)                                                          EVP
   R. Foster Duncan (a)                                                         EVP
   Charles E. Agee (qq)                                                         VP
   David A. Ledonne (s)                                                         VP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Donna L. Robichaud (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   David L. Wozny (a)                                                           CFO
   Brian P. Davey (b)                                                           AC
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions Operating Services of Oklahoma, LLC

   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Donald R. Snider (a)                                                         P, COO
   James L. Turner (a)                                                          EVP
   R. Foster Duncan (a)                                                         EVP
   Timothy B. Ferguson (a)                                                      VP
   David A. Ledonne (s)                                                         VP
   James J. Howard (nn)                                                         VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Donna L. Robichaud (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   David L. Wozny (a)                                                           CFO
   Brian P. Davey (b)                                                           AC
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions of Philadelphia, LLC

   James L. Turner (a)                                                          EVP
   Donald R. Snider (a)                                                         P, COO
   R. Foster Duncan (a)                                                         EVP
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Bernard F. Roberts (a)                                                       VP
   David A. Ledonne (s)                                                         VP
   Donna L. Robichaud (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Alexander J. Torok (a)                                                       VP
   Raymond J. McCaffrey (o)                                                     VP
   Richard G. Beach (a)                                                         AS
   Wendy L. Aumiller (a)                                                        T
   Brian P. Davey (b)                                                           AC
   Julia S. Janson (a)                                                          S
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions Partners, LLC

   Cinergy Solutions Partners is managed by Cinergy Solutions, Inc.  Refer to Cinergy Solutions,
   Inc. for a list of officers and directors.

   CST Limited, LLC

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

   CST Green Power, L.P.

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

   Green Power Holdings, LLC

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

   Green Power Limited, LLC

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

   South Houston Green Power, L.P.

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

   Green Power G.P., LLC

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

   CST General, LLC

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

   CSGP of Southeast Texas, LLC

   James L. Turner (a)                                                          EVP
   Donald R. Snider (a)                                                         P, COO
   R. Foster Duncan (a)                                                         EVP
   Jason M. Allen (s)                                                           VP
   David L. Wozny (a)                                                           CFO
   Timothy B. Ferguson (a)                                                      VP
   James R. Lance (a)                                                           VP
   David A. Ledonne (s)                                                         VP
   Lynn J. Good (a)                                                             VP, C
   Bernard F. Roberts (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   Richard G. Beach (a)                                                         AS
   Julia S. Janson (a)                                                          S
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   CSGP Limited, LLC

   James L. Turner (a)                                                          EVP
   R. Foster Duncan (a)                                                         EVP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Donald R. Snider (a)                                                         P, COO
   Jason M. Allen (s)                                                           VP
   Timothy B. Ferguson (a)                                                      VP
   David A. Ledonne (s)                                                         VP
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Donna L. Robichaud (a)                                                       VP
   Julia S. Janson (a)                                                          S
   Bernard F. Roberts (a)                                                       VP
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   CSGP Services, L.P.

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

   CSGP General, LLC

   R. Foster Duncan (a)                                                         EVP
   James L. Turner (a)                                                          EVP
   Lynn J. Good (a)                                                             VP, C
   Donald R. Snider (a)                                                         P, COO
   Timothy B. Ferguson (a)                                                      VP
   James R. Lance (a)                                                           VP
   David A. Ledonne (s)                                                         VP
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Donna L. Robichaud (a)                                                       VP
   Julia S. Janson (a)                                                          S
   Bernard F. Roberts (a)                                                       VP
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Lansing Grand River Utilities, LLC

   Donald R. Snider (a)                                                         P, COO
   James L. Turner (a)                                                          EVP
   R. Foster Duncan (a)                                                         EVP
   Timothy B. Ferguson (a)                                                      VP
   Bernard F. Roberts (a)                                                       VP
   James R. Lance (a)                                                           VP
   David A. Ledonne (s)                                                         VP
   Lynn J. Good (a)                                                             VP, C
   Don Morgan (r)                                                               VP
   Donna L. Robichaud (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Wendy L. Aumiller (a)                                                        T
   Richard G. Beach (a)                                                         AS
   Julia S. Janson (a)                                                          S
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Oklahoma Arcadian Utilities, LLC

   John T. Lucey, Jr. (aaa)                                                     BM
   David A. Ledonne (s)                                                         BM
   Dennis A. Faust (aaa)                                                        BM
   Donald R. Snider (a)                                                         BM
   Craig E. Yendell (aaa)                                                       BM
   Werner E. Schattner (w)                                                      BM
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Wendy L. Aumiller (a)                                                        T
   James J. Howard (nn)                                                         VP

   Shreveport Red River Utilities, LLC

   David A. Ledonne (s)                                                         BM
   Werner E. Schattner (w)                                                      BM
   John T. Lucey, Jr. (aaa)                                                     BM, VP
   Charles M. O'Donnell (a)                                                     VP
   Dennis A. Faust (aaa)                                                        BM
   Craig E. Yendell (aaa)                                                       BM
   Donald R. Snider (a)                                                         BM, p
   Charles Beacom (qq)                                                          VP
   Julia S. Janson (a)                                                          AS
   Timothy R. Dunne (w)                                                         S
   Wendy L. Aumiller (a)                                                        T
   Charles E. Agee (qq)                                                         VP
   James R. Lance (a)                                                           VP
   David L. Wozny (a)                                                           CFO
   Richard G. Beach (a)                                                         AS

   Cinergy Solutions of Tuscola, Inc.

   James E. Rogers (a)                                                          D
   Donald R. Snider (a)                                                         P, COO
   James L. Turner (a)                                                          D, EVP
   R. Foster Duncan (a)                                                         D, EVP
   Tracy A. Callan (t)                                                          VP
   Lynn J. Good (a)                                                             VP, C
   Timothy B. Ferguson (a)                                                      VP
   Bernard F. Roberts (a)                                                       VP
   James R. Lance (a)                                                           VP
   Wendy L. Aumiller (a)                                                        T
   David A. Ledonne (s)                                                         VP
   Alexander J. Torok (a)                                                       VP
   Donna L. Robichaud (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   Julia S. Janson (a)                                                          S
   Brian P. Davey (b)                                                           AC
   Richard G. Beach (a)                                                         AS
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Delta Township Utilities, LLC

   Donald R. Snider (a)                                                         BM, P, CEO
   Werner E. Schattner (w)                                                      BM, EVP, COO
   James R. Lance (a)                                                           BM
   Donna L. Robichaud (a)                                                       BM, VP
   Rachel W. Kilpatrick (w)                                                     BM, AT
   Eric Heggeseth (p)                                                           BM, VP
   Don Morgan (r)                                                               VP
   Richard G. Beach (a)                                                         AS
   Steven R. Gavin (a)                                                          AS
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S

   Delta Township Utilities II, LLC

   John T. Lucey, Jr. (aaa)                                                     BM, COO
   David C. Turner (r)                                                          BM, VP
   David L. Wozny (a)                                                           CFO
   John Wood (q)                                                                BM, VP
   James L. Turner (a)                                                          EVP
   Donald R. Snider (a)                                                         VCBM, CEO, P
   Lynn J. Good (a)                                                             VP, C
   Titus R. Leffel (r)                                                          VP
   R. Foster Duncan (a)                                                         EVP
   Don Morgan (r)                                                               VP
   Timothy B. Ferguson (a)                                                      VP
   James R. Lance (a)                                                           VP
   Julia S. Janson (a)                                                          S
   David A. Ledonne (a)                                                         VP
   Richard G. Beach (a)                                                         AS
   Bernard F. Roberts (a)                                                       VP
   Wendy L. Aumiller (a)                                                        T
   Alexander J. Torok (a)                                                       VP
   Donna L. Robichaud (a)                                                       BM, VP
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Energy Equipment Leasing LLC

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

   Trigen-Cinergy Solutions LLC

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

   Trigen-Cinergy Solutions of Ashtabula LLC

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

   Cinergy Solutions of Boca Raton, LLC

   James E. Rogers (a)                                                          BM
   M. Stephen Harkness (a)                                                      BM
   R. Foster Duncan (a)                                                         BM, EVP
   James L. Turner (a)                                                          EVP
   Bernard F. Roberts (a)                                                       VP
   Donald R. Snider (a)                                                         P, CEO
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Wendy L. Aumiller (a)                                                        T
   Julia S. Janson (a)                                                          S
   Brian P. Davey (b)                                                           AC
   Richard G. Beach (a)                                                         AS
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC
   Alexander J. Torok (a)                                                       VP
   David L. Wozny (a)                                                           CFO
   David A. Ledonne (a)                                                         VP
   Donna L. Robichaud (a)                                                       VP
   Kurt Vatsvog (oooo)                                                          VP

   Cinergy Solutions of Cincinnati, LLC

   James L. Turner (a)                                                          EVP
   R. Foster Duncan (a)                                                         EVP
   Alexander J. Torok (a)                                                       VP
   Donald R. Snider (a)                                                         P, COO
   David L. Wozny (a)                                                           CFO
   Kevin Bright (a)                                                             VP
   Lynn J. Good (a)                                                             VP, C
   Timothy B. Ferguson (a)                                                      VP
   Wendy L. Aumiller (a)                                                        T
   James R. Lance (a)                                                           VP
   Bernard F. Roberts (a)                                                       VP
   David A. Ledonne (a)                                                         VP
   Julia S. Janson (a)                                                          S
   Donna L. Robichaud (a)                                                       VP
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Cinergy Solutions - Utility, Inc

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

   Trigen-Cinergy Solutions of Lansing LLC

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

   Trigen/Cinergy-USFOS of Lansing LLC

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

   Trigen-Cinergy Solutions of Orlando LLC

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

   Trigen-Cinergy Solutions of Owings Mills LLC

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

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

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

   Trigen-Cinergy Solutions of Rochester LLC

   Werner E. Schattner (w)                                                      BM, EVP, COO
   M. Stephen Harkness (a)                                                      BM
   James L. Turner (a)                                                          BM
   Rachel W. Kilpatrick (w)                                                     BM, T
   Eric Heggeseth (p)                                                           BM, VP
   Donald R. Snider (a)                                                         BM, CEO, P
   Wendy L. Aumiller (a)                                                        AT
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Steven R. Gavin (a)                                                          AS
   Kevin Hooker (c)                                                             VP
   James R. Lance (a)                                                           VP
   Donna L. Robichaud (a)                                                       VP
   David L. Wozny (a)                                                           CFO

   Trigen-Cinergy Solutions of Silver Grove LLC

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

   Cinergy Solutions of St. Paul LLC

   James L. Turner (a)                                                          EVP
   R. Foster Duncan (a)                                                         EVP
   David L. Wozny (a)                                                           CFO
   Donald R. Snider (a)                                                         P, COO
   Timothy B. Ferguson (a)                                                      VP
   Lynn J. Good (a)                                                             VP, C
   James R. Lance (a)                                                           VP
   Wendy L. Aumiller (a)                                                        T
   David A. Ledonne (s)                                                         VP
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Julia S. Janson (a)                                                          S
   Donna L. Robichaud (a)                                                       VP
   Richard G. Beach (a)                                                         AS
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   Environmental Wood Supply, LLC

   John D. Taylor (iiii)                                                        BG, CCM, P
   Donald R. Snider (a)                                                         BG, CCM, P
   Michael Burns (aa)                                                           VP
   Jim Lancer                                                                   T
   Rachel W. Kilpatrick (w)                                                     AT
   Andrew Kasid                                                                 S

   St. Paul Cogeneration LLC

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

   Trigen-Cinergy Solutions of Tuscola, LLC

   Werner E. Schattner (w)                                                      BM, EVP, COO
   M. Stephen Harkness (a)                                                      BM
   James L. Turner (a)                                                          BM
   Eric Heggeseth (p)                                                           BM, VP
   Rachel W. Kilpatrick (w)                                                     BM, T
   Donald R. Snider (a)                                                         BM, P, CEO
   Scott A. Abramson (t)                                                        VP
   Wendy L. Aumiller (a)                                                        AT
   Julia S. Janson (a)                                                          S
   Richard G. Beach (a)                                                         AS
   Steven R. Gavin (a)                                                          AS
   Tracy A. Callan (t)                                                          VP

   Cinergy Supply Network, Inc.

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

   Reliant

   Carl L. Chapman (xxx)                                                        MR
   Frederick J. Newton III (a)                                                  MR
   Steven E. Schrader (a)                                                       MR
   Gregory C. Wolf (a)                                                          MR
   Dale R. Miller (zzz)                                                         P
   Doug S. Banning (zzz)                                                        EVP, CFO
   Richard G. Beach (a)                                                         AS
   Julia S. Janson (a)                                                          S
   Nina A. Mann (zzz)                                                           T, AS
   Dennis C. Norman (zzz)                                                       VP

   MP Acquisitions Corp., Inc.

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

   Miller Pipeline

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

   Fiber Link, LLC

   Reliant Services, LLC (vvv)                                                  MM

   Technology

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

   Global Resources

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

   Cinergy UK, Inc.

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

   Global Power

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

   CGP Global Greece Holdings, SA

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

   Attiki Denmark ApS

   John Bryant (x)                                                              D
   Gerassimos Petros Antonios Michael Contomichalos (x)                         D
   Hugh C. Hamilton (x)                                                         D
   Poul Lund Christensen (hh)                                                   D
   Ole Brinch-Nielsen (m)                                                       D
   Michael Jorgensen (hh)                                                       D
   Jesper Holm Nielsen (i)                                                      D

   Attiki Gas Supply Company SA

   Andreas Papandreou (eee)                                                     CB, D
   John Bryant (x)                                                              D
   Gerassimos Petros Antonios Michael Contomichalos (x)                         D
   Martin Bachmann (ee)                                                         D
   Dimitrios Papagiannis (jj)                                                   D
   Michael Caramanis (jj)                                                       D
   Georgios Mastorakos (eee)                                                    D

   Cinergy Global Ely, Inc.

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

   EPR Ely Power Limited

   Paul Anthony (x)                                                             D
   John Bryant (x)                                                              D
   Albert M. Harrison (x)                                                       D
   Malcolm D. Chilton (tt)                                                      D
   Paul C. Skertchly (ll)                                                       D
   Eversecretary Limited (z)                                                    S

   EPR Ely Limited

   Paul Anthony (x)                                                             D
   John Bryant (x)                                                              D
   Malcolm D. Chilton (tt)                                                      D
   Paul C. Skertchly (ll)                                                       D
   Albert M. Harrison (x)                                                       D
   Eversecretary Limited (z)                                                    S

   Ely Power Limited

   Albert M. Harrison (x)                                                       D
   John Bryant (x)                                                              D
   Malcolm D. Chilton (tt)                                                      D
   Paul C. Skertchly (ll)                                                       D
   Eversecretary Limited (z)                                                    S
   Paul Anthony (x)                                                             D

   Anglian Straw Limited

   Albert M. Harrison (x)                                                       D
   John Bryant (x)                                                              D
   Malcolm D. Chilton (tt)                                                      D
   Paul C. Skertchly (ll)                                                       D
   Eversecretary Limited (z)                                                    S
   Paul Anthony (x)                                                             D

   Anglian Ash Limited

   Albert M. Harrison (x)                                                       D
   John Bryant (x)                                                              D
   Malcolm D. Chilton (tt)                                                      D
   Paul C. Skertchly (ll)                                                       D
   Paul Anthony (x)                                                             D
   Eversecretary Limited (z)                                                    S

   Cinergy Global Power Services Limited

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

   Cinergy Global Power (UK) Limited

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

   Cinergy Global Trading Limited

   Hugh C. Hamilton (x)                                                         S
   John Bryant (x)                                                              D
   Gerassimos Petros Antonios Michael Contomichalos (x)                         D
   David L. Wozny (a)                                                           D

   Cinergy Trading and Marketing Limited

   John Bryant (x)                                                              D
   Gerassimos Petros Antonios Michael Contomichalos (x)                         D
   Nicholas Brodie (bb)                                                         S

   Commercial Electricity Supplies Limited

   John Bryant (x)                                                              D
   Hugh C. Hamilton (x)                                                         S
   David L. Wozny (a)                                                           D

   Cinergy Renewable Trading Limited

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

   UK Electric Power Limited

   John Bryant (x)                                                              D
   Nicholas Brodie (bb)                                                         D
   Hugh C. Hamilton (x)                                                         S
   David L. Wozny (a)                                                           D

   Cinergy Global Power Iberia, S.A.

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

   Global Holdings

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

   Holdings B.V.

   John Bryant (x)                                                              MD
   David L. Wozny (a)                                                           MD
   Harry Dirk Hilbert Moraal (ii)                                               MD
   Robertus Hendrikus Lukas de Groot (ii)                                       MD
   Jacob Cornelis Willem van Burg (ii)                                          MD

   Cinergetika

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

   Cinergy Zambia B.V.

   John Bryant (x)                                                              MD
   David L. Wozny (a)                                                           MD
   Robertus Hendrikus Lukas de Groot (ii)                                       MD
   Jacob Cornelis William van Burg (ii)                                         MD
   Harry Dirk Hilbert Moraal (ii)                                               MD

   Copperbelt

   Abel Mkandawire (cc)                                                         D
   Jeffrey Finan (a)                                                            D
   Geoffrey Mukala (dd)                                                         D
   Paul Johnson (ww)                                                            D
   Gary G. Loop (jjj)                                                           D
   Graham Nicoll (ww)                                                           D
   Charles Milupi (dd)                                                          D
   John Patterson (dd)                                                          AD
   Douglas J. Schulte (a)                                                       D
   Michael Tarney (dd)                                                          D
   Hanson Sindowe (dd)                                                          D
   Zik Zekko (dd)                                                               D
   John K. Kaite (dd)                                                           D
   John Bryant (x)                                                              AD
   Wilphred Katoto (pp)                                                         AD
   Julia Christine Zulu Chaila (dd)                                             S

   Power Sports Limited

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

   Teplarny

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

   Cinergy Global (Cayman) Holdings, Inc.

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

   Cinergy Global Tsavo Power

   James E. Rogers (a)                                                          D, CB
   John Bryant (x)                                                              D, MD
   R. Foster Duncan (a)                                                         D
   Wendy L. Aumiller (a)                                                        T
   David L. Wozny (a)                                                           D, C
   Hugh C. Hamilton (x)                                                         S
   Julia S. Janson (a)                                                          AS
   Ronald R. Reising (a)                                                        VP

   IPS-Cinergy Power Limited

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

   Tsavo Power Company Limited

   John Bryant (x)                                                              D
   Nizar Juma (gg)                                                              D, CB
   Paul Kunert (gg)                                                             D
   Douglas J. Schulte (a)                                                       AD
   Kevin Kariuki (gg)                                                           AD
   Kirisi Pauliina Tennila (zz)                                                 D
   Robert W. Cooke (x)                                                          D
   Lutaf Kassam (gg)                                                            D
   Francis O. Okello (gg)                                                       S
   Charles Groom (gg)                                                           D

   eVent Resources Overseas I, LLC

   Cinergy Global Power, Inc.                                                   SM

   Midlands Hydrocarbons (Bangladesh) Limited

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

   Cinergy Global Power Africa (Proprietary) Limited

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

   CinTec

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

   CinTec I LLC

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

   eVent Resources I LLC

   James E. Rogers (a)                                                          D, P, CEO
   James L. Turner (a)                                                          D
   Gregory C. Wolf (a)                                                          VP
   William J. Grealis (a)                                                       D, EVP
   R. Foster Duncan (a)                                                         D
   Bernard F. Roberts (a)                                                       VP
   Lynn J. Good (a)                                                             VP, C
   Richard G. Beach (a)                                                         AS
   Wendy L. Aumiller (a)                                                        T
   Alexander J. Torok (a)                                                       VP
   Julia S. Janson (a)                                                          S
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC

   eVent Resources Holdings LLC

   James E. Rogers (a)                                                          P, CEO, Sm
   James L. Turner (a)                                                          EVP, CFO
   Lynn J. Good (a)                                                             VP, C
   Wendy L. Aumiller (a)                                                        T
   Gregory C. Wolf (a)                                                          VP
   Bernard F. Roberts (a)                                                       VP
   Alexander J. Torok (a)                                                       VP
   Brian P. Davey (b)                                                           AC
   Lee T. Howe (a)                                                              AC
   Brett A. Ritchie (b)                                                         AC
   William J. Grealis (a)                                                       EVP
   Richard G. Beach (a)                                                         AS
   Julia S. Janson (a)                                                          S

   CinTec II LLC

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

   Cinergy Technologies

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

   Cinergy Broadband, LLC

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

   CCB Communications, LLC

   CCB Communications, LLC is being filed pursuant to Rule 104(b).

   ACcess Broadband, LLC

   ACcess Broadband, LLC is being filed pursuant to Rule 104(b).

   Ventures

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

   Current Communications Group, LLC

   Current Communications Group, LLC is being filed pursuant to Rule 104(b).

   Cinergy Ventures II, LLC

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

   Electric City Corp.

   Kevin J. Kushman (a)                                                         D

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

   Cinergy e-Supply

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

   Cinergy One

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

   Cinergy Two, Inc.

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

   Wholesale Energy

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

   Generation Services

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

   Cinergy Origination & Trade, LLC

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

               Address codes:

          (a)        139 East Fourth Street, Cincinnati, Ohio 45202
          (b)        1000 East Main Street, Plainfield, Indiana 46168
          (c)        3400 Ridge Road West, Suite 5337, Rochester, New York 14626-3495
          (d)        251 North Illinois Street, Suite 1604, Indianapolis, Indiana 46204
          (e)        105 East Fourth Street, Suite 600, Cincinnati, Ohio 45202
          (f)        1 North Lexington Avenue, 6th Floor, White Plains, New York 10601
          (g)        2850 Cherry Hill Road, Rock Hill, South Carolina 29730
          (h)        One Riverfront Place, Newport, Kentucky 41071
          (i)        Dampfaergevej 3, 2nd floor, DK-2100 Copenhagen O, Denmark
          (j)        250 East Fifth Street, Suite 500, Cincinnati, Ohio 45201
          (k)        P.O. Box 145496, Cincinnati, Ohio 45250-5496
          (l)        10 Magazine Street, Spt. 611, Cambridge, Massachusetts 02138
          (m)        Energihuset Naerum Hovedgade 6, DK-2850 Naerum, Denmark
          (n)        312 Walnut Street, Suite 3550, Cincinnati, Ohio 45202
          (o)        2000 Constitution Avenue, Philadelphia, Pennsylvania 19112
          (p)        1990 Post Oak Boulevard #1900, Houston, Texas 77056
          (q)        55 Shuman Boulevard, Naperville, Illinois 60563
          (r)        3105 South Martin Luther King Boulevard #164, Lansing, Michigan 48910
          (s)        2401 Fifth Avenue South Power 4, Texas City, Texas 77590
          (t)        625 East U.S. Highway 36, Tuscola, Illinois 61953
          (u)        1735 K Street, Northwest, Washington, D.C. 20006-1500
          (v)        616 F.M. 1960 West, Suite 900, Houston, Texas 77090
          (w)        1177 West Loop South, Suite 900, Houston, Texas 77027
          (x)        The Pavillion, Ryon Hill Park, Warwick Road, Stratford-upon-Avon, Warwickshire CV37 OUU
          (y)        Karlova 48, 110 00 Praha 1, Czech Republic
          (z)        Central Square South, Orchard Street, Newcastle upon Tyne, NE1 3XX
         (aa)        444 Cedar Street, Suite 1020, St. Paul, Minnesota 55101
         (bb)        15 Conduit Street, Mayfair, London W1, United Kingdom
         (cc)        P.O. Box 30473, Kabelenga Road, Lusaka, Zambia
         (dd)        23rd Avenue, P.O. 20819, Nkana East Kitwe, Zambia
         (ee)        Floris Grijpastraat 2, 2596 XE The Hague, The Netherlands
         (ff)        9th Floor Fedsure Towers, 13 Fredman Drive, Sandton 2146, South Africa
         (gg)        P.O. Box 30500, Nairobi, Kenya
         (hh)        Parken, Oster Alle 42, 6th Floor, DK-2100 Copenhagen O, Denmark
         (ii)        Strawinskylaan 3105, 1077 ZX Amsterdam, The Netherlands
         (jj)        112 Pireos Str., 11854 Athens, Greece
         (kk)        1420 D. Chruch Street, Bohemia, New York 11716
         (ll)        Kinnaird House, 1 Pall Mall East, London SW1Y 5AU
         (mm)        Western Canada Place - North Tower 2520, 707 8th Avenue S.W. Calgary, Alberta T2P1H5
         (nn)        P.O. Box 15219, Del City, Oklahoma 73155-5219
         (oo)        Paseo de la Castellana 23, Madrid 28046, Spain
         (pp)        Mukubu Pension House, First Floor, 5309 Bedan Kimanthi Road, P.O. Box 30048 Lusaka, Zambia
         (qq)        7602 GM Boulevard, Shreveport, LA 71129
         (ss)        Fairchild Square, 110 Main Street, Suite 8, P.O. Box 1750, Burlington, Vermont 05402
         (tt)        Renewables House, 330 Bristol Business Park, Coldharbour Lane, Bristol, BS16 1EJ
         (ww)        National Grid House, Kirby Corner Road, Coventry, CV48JY, United Kingdom
         (zz)        Pitkakapu 20, Jarvikatu 2-4, P.O. Box 244 65101 Vaasa, Finland Suite 100
         (aaa)       600 Clubhouse Drive, Pittsburgh, Pennsylvania 15108
         (bbb)       One North Charles Street, Baltimore, Maryland 21201
         (eee)       2 Orfeos and Persefonis Street, 118 54 Athens, Greece
         (ggg)       P.O. Box 14C, Zukovova 100, 400 03 USTI nad Labem, Czech Republic
         (iii)       421 7th Avenue Southwest, Suite 3300, Calgary, Alberta T2P4K9
         (jjj)       3 Mimosa Lane, Nkana East, Kitwe, Zambia
         (ooo)       Tr. T. Bati 650, Postal Code 760 01 Zlin, Czech Republic
         (ppp)       8829 Bond Street, Overland Park, Kansas 66214
         (qqq)       1419 West Lloyd Expressway, Suite 100, Evansville, Indiana 47710
         (rrr)       680 Fifth Avenue, 8th Floor, New York, New York 10022
         (ttt)       410 South Wilmington Street, 18th Floor, Raleigh, North Carolina 27601
         (uuu)       414 Nicollet Mall RS4, Minneapolis, Minnesota 55401
         (vvv)       441 Vine Street, Suite 3900, Cincinnati, Ohio 45202
         (www)       1900 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202
         (xxx)       20 Northwest Fourth Street, Evansville, Indiana 47708
         (zzz)       8850 Crawfordsville Road, Indianapolis, Indiana 46234
        (aaaa)       103 Foulk Road, Suite 200, Wilmington, Delaware 19809
        (dddd)       T. Balti 1970, 702 02 Zlin, Czech Republic
        (hhhh)       40 Tower Lane, Avon, Connecticut 06001
        (iiii)       444 Cedar Street, Suite 1020, St. Paul, Minnesota 55101
        (jjjj)       501 Westlake Park Boulevard, P.O. Box 3092, Houston, Texas 77253
        (llll)       2460 Sand Hill Road, Suite 300, Menlo Park, California 94025
        (mmmm)       300 Frankfort Road, Monaca, Pennsylvania 15061
        (nnnn)       3020 Children's Way, Building 19, San Diego, California 92123
        (oooo)       4910 Communication Avenue, Suite 100, Boca Raton, Florida 33431

Positions are indicated by the following symbols:

AC           Assistant Controller
AD           Alternate Director
AR           Authorized Representative
AS           Assistant Secretary
AT           Assistant Treasurer
BG           Member of the Board of Governors
BM           Member of the Board of Managers
C            Controller
CAO          Chief Administrative Officer
CB           Chairman of the Board of Directors
CCM          Co-Chief Manager
CCO          Chief Commercial Officer
CCoO         Chief Communications Officer
CEO          Chief Executive Officer
CFO          Chief Financial Officer
CLO          Chief Legal Officer
CM           Chairperson and Member of the Board of Managers
CO           Chief Compliance Officer
COO          Chief Operations Officer
CPO          Chief Procurement Officer
CRO          Chief Risk Officer
CTO          Chief Technology Officer
D            Director
EVP          Executive Vice President
GC           General Counsel
IM           Independent Manager
M            Manager
MB           Member of the Board of Directors
MD           Managing Director
MM           Managing Member
MP           Managing Partner
MR           Member of the Board of Representatives
P            President
PO           Public Officer
S            Secretary
Sm           Sole Manager
SM           Sole Member
SVP          Senior Vice President
T            Treasurer
VCB          Vice Chairperson of the Board of Directors
VCBM         Vice Chairperson and Member of the Board of Managers
VP           Vice President

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2004

PART II

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

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

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

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


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

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2004

PART III

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

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

        Cinergy Corp. 2005 Proxy Statement (Proxy Statement*).

        2005 PSI Information Statement (Information Statement*).

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

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

        Cinergy Corp. 2005 Proxy Statement.
        2004 Form 10-K, page 194 for CG&E*
        2005 PSI Information Statement.

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

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

        Cinergy Corp. 2005 Proxy Statement.

        2005 Information Statement for PSI.

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

None

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

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

* See Exhibit A for incorporation by reference.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

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

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

                     None

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (Continued)

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

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

     CG&E        Clermont County Township Association        Dues, fees, support     $   10,375
                 Ohio Gas Association                        Dues, fees, support         23,582
                 Less than $10,000 - 46 beneficiaries        Dues, fees, support         76,914
                                                                                    -----------
                     Subtotal                                                        $  110,871

     ULH&P       Northern Kentucky Chamber of Commerce       Dues, fees, support         23,172
                 Less than $10,000 - 7 beneficiaries         Dues, fees, support          7,400
                                                                                    -----------
                     Subtotal                                                        $   30,572

      PSI        Bloomington Economic Development            Dues, fees, support     $   10,000
                 Central Indiana Corporate Partnership       Dues, fees, support         38,550
                 Hamilton County Alliance                    Dues, fees, support         10,000
                 Hendricks County Economic Development       Dues, fees, support         30,099
                 Johnson County Economic Development         Dues, fees, support         20,000
                 Kokomo Howard County Development Corp.      Dues, fees, support         12,086
                 The Indy Partnership                        Dues, fees, support         40,000
                 Hoosier Voices for I-69                     Dues, fees, support         25,000
                 Indiana Chamber of Commerce                 Dues, fees, support         25,992
                 Indianapolis Chamber of Commerce            Dues, fees, support         12,000
                 Indiana Energy Association                  Dues, fees, support        273,788
                 Indiana Manufacturers Association           Dues, fees, support         18,625
                 Indiana Fiscal Policy Institute             Dues, fees, support         17,700
                 Less than $10,000 - 114 beneficiaries       Dues, fees, support        151,995
                                                                                    -----------
                     Subtotal                                                        $  685,835

 Cinergy Corp.   Citizens for Conservative Values            Dues, fees, support     $   25,000
                 Citizens to Restore Fairness                Dues, fees, support         10,000
                 Ohio Citizens for Responsible Government    Dues, fees, support         10,000
                 Ohio Delegation Account                     Dues, fees, support         10,000
                 National Conference for Community and
                 Justice                                     Dues, fees, support         15,000
                 National Republican LEG Association         Dues, fees, support         25,000
                 Republican State Leadership Committee       Dues, fees, support         10,000
                 Less than $10,000 - 26 beneficiaries        Dues, fees, support         54,937
                                                                                    -----------
                     Subtotal                                                        $  159,937

                 Total                                                               $  987,215
                                                                                    ===========

ITEM 8. SERVICE, SALES, AND CONSTRUCTION CONTRACTS

Part I

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

Installation and maintenance services (2)                 CG&E             Cinergy One                             $  492

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

Maintenance services (2)                                  CG&E             Cinergy Solutions of Cincinnati, LLC         6

Operations and maintenance services (2)                   CG&E             Cinergy Solutions of Rock Hill, LLC         49

Operations and maintenance services (2)                   CG&E             Cinergy Solutions of St. Bernard, LLC        1

Operations and maintenance services (2)                   CG&E             Current Communications Group, LLC            4

Operations and maintenance services (2)                   CG&E             Generation Services                         42

Administrative services (1)                               CG&E             KO Transmission                            204

Operations and maintenance services (2)                   CG&E             Ohio River Valley Propane, LLC              69

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

Administrative and general services (1)                   CG&E             Tri-State Improvement Company               34

Installation services (2)                                 CG&E             Ventures                                    20

Construction and operations and maintenance services (2)  Lawrenceburg     CG&E                                       250

Management services (2)                                   CG&E             Marketing & Trading                      1,270

Management services (2)                                   Lawrenceburg     Marketing & Trading                         27

Management services (2)                                   ULH&P            Marketing & Trading                        217

Construction and maintenance services (2)                 Miller Pipeline  CG&E                                     9,724

Maintenance services (2)                                  Miller Pipeline  PSI                                        656

Construction and maintenance services (2)                 Miller Pipeline  ULH&P                                      520

Installation and maintenance services (2)                 PSI              Cinergy One                                796

Operations and maintenance services (2)                   PSI              Cinergy Solutions of Narrows, LLC            5

Maintenance services (2)                                  PSI              Cinergy Solutions of Philadelphia, LLC       1

Operations and maintenance services (2)                   PSI              Cinergy Solutions of St. Bernard, LLC        7

Maintenance services (2)                                  PSI              Cinergy Solutions of Tuscola, Inc.           3

Operations and maintenance services (2)                   PSI              Generation Services                        348

Operations and maintenance services (2)                   PSI              Lattice Communications, LLC                 12

Project development and maintenance services (2)          PSI              Solutions                                   22

Line locating (2)                                         Reliant          CG&E                                     2,732

Line locating and meter reading (2)                       Reliant          PSI                                      3,886

Line locating and meter reading (2)                       Reliant          ULH&P                                      175

Installation and maintenance services (2)                 ULH&P            Cinergy One                                 68

Operations and maintenance services (1)                   ULH&P            KO Transmission                             42

⁽¹⁾ Pursuant to Rel. No. 35-26146, dated October 21, 1994.

⁽²⁾ Pursuant to service agreements approved in File No. 70-9449 (see HCAR No. 27016, May 4, 1999, exhibits B-1, B-2, and B-3) which remained in effect as of December 31, 2004.

⁽³⁾ Certain amounts represent services provided to the receiving company, which in turn billed these amounts to joint venture companies, of which Cinergy has only a partial ownership interest.

Part II

None

Part III

None

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Part I

The following information shows the required information for Cinergy’s investment in exempt wholesale generators (EWG) and foreign utility companies (FUCO) as of December 31, 2004:

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

     (a)                                                                EWG Subsidiaries
                                                                        ----------------

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

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

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

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

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

    (a)                                                               FUCO Subsidiaries
                                                                      -----------------

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

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

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

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

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

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

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

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

Teplarny                      Zlin, Czech Republic        Tr. T. Bati 650                 Teplarny is a combined heat power            1/
                                                          760 01 Zlin                     plant, which includes five turbine
                                                          Czech Republic                  generators that provide up to 72 MW of
                                                                                          electricity.  In addition, 2 coal-fired
                                                                                          and 4 gas-fired boilers provide
                                                                                          approximately 464 MW of thermal
                                                                                          capacity.

Cinergetika                   Usti nad Labem, Czech       P.O. Box 14C                    Cinergetika is a combined heat and           1/
                              Republic                    Zukovova 100                    power plant, which includes three
                                                          400 30 Usti nad Labem           turbine generators providing up to 17
                                                          Czech Republic                  MW of electricity and four coal-fired
                                                                                          boilers providing approximately
                                                                                          230 MW of thermal capacity.

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

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

(b) Cinergy’s capital investment amount at December 31, 2004, is being filed pursuant to Rule 104(b). See “Exhibit J” section in “Item 10. Financial Statements and Exhibits” for this required information.

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

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

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

(c) The subsidiary ratio of debt to common equity and yearly earnings at December 31, 2004 are being filed pursuant to Rule 104(b). See “Exhibit J” section in “Item 10. Financial Statements and Exhibits” for the required information.

(d) Nonutility Service Agreement, as amended, among Cinergy, nonutility subsidiaries of Cinergy and Services (pursuant to Rel. No. 35-27876, dated 7/23/04). Pursuant to the agreement between Services and Cinergy’s domestic and foreign subsidiaries, Services allocated a proportional share of certain costs to Cinergy’s system companies, including its EWGs, foreign utility holding companies and/or FUCO subsidiaries. These transactions are reported in Cinergy’s U-13-60 for the year ended December 31, 2004.

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

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

       Operations and maintenance services         PSI         Brownsville Power I, LLC     $   1

       Operations and maintenance services         PSI          Caledonia Power I, LLC          1

Part II

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

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

Part III

Cinergy’s filing, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935 and the Commission’s orders dated June 23, 2000 and May 18, 2001 (File No. 70-9577), reported a capital investment of $784,910 thousand ($584,152 thousand in EWGs and $200,758 thousand in FUCOs and FUCO-related subsidiaries) at December 31, 2004. The capital investment was calculated under the cost method.

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

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

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

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

  A-1           Annual Report of Cinergy on Form 10-K for the year ended December 31, 2004     File No. 1-11377

  A-2           2005 Proxy Statement for the year ended December 31, 2004                      File No. 1-11377

  A-3           Annual Report of CG&E on Form 10-K for the year ended December 31, 2004        File No. 1-01232

  A-4           Annual Report of PSI on Form 10-K for the year ended December 31, 2004         File No. 1-03543

  A-5           Annual Report of ULH&P on Form 10-K for the year ended December 31, 2004       File No. 2-07793

  A-6           2005 Information Statement of PSI for the year ended December 31, 2004         File No. 1-03543

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  B-37          IURC Certificate of Approval of purchase of Butler County, Ohio and Henry County,  Cinergy's Form U5S filed
                Indiana peaking plants                                                             April 30, 2004

  B-38          Limited Liability Company Agreement of Cinergy Climate Change Investments, LLC     Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-39          Limited Liability Company Agreement of Cinergy Solutions of Narrows, LLC           Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-40          Certificate of Formation of Cinergy Solutions of Narrows, LLC                      Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-41          Limited Liability Company Agreement of Cinergy Solutions of Rock Hill, LLC         Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-42          Certificate of Formation of Cinergy Solutions of Rock Hill, LLC                    Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-43          Limited Liability Company Agreement of Cinergy Solutions of St. Bernard, LLC       Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-44          Certificate of Formation of Cinergy Solutions of St. Bernard, LLC                  Cinergy's Form U5S filed
                                                                                                   April 30, 2004

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  B-67          Limited Partnership Agreement of Cinergy Solutions Limited Partnership             Refer to footnote 2

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

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

  B-70          Amendment of Articles of Cinergy Solutions - Demand, Ltd. (formerly Vestar         Refer to footnote 2
                Limited) (formerly Rose Technology Group Limited and 1381055 Ontario Inc.)

  B-71          By-laws of Cinergy Solutions - Demand Limited (formerly Vestar Limited)(formerly   Refer to footnote 2
                Rose Technology Group Limited and 1381055 Ontario Inc.)

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

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

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

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

  B-76          Limited Liability Company Agreement of Cinergy GASCO Solutions, LLC

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

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

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

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

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

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

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

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

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

  B-86          Certificate of Incorporation of Power Sports Limited                               Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-87          Articles of Association of Power Sports Limited                                    Cinergy's Form U5S filed
                                                                                                   April 30, 2004

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

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

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

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

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

  B-93          Certificate of Formation of Cinergy Climate Change Investments, LLC                Cinergy's Form U5S filed
                                                                                                   April 30, 2004

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

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

  B-96          Limited Liability Company Operating Agreement of Trigen-Cinergy Solutions of       Refer to footnote 2
                Cincinnati, LLC (Renamed to Cinergy Solutions of Cincinnati, LLC)

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

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

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

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

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

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

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

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

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

  B-106         Amended and Restated Limited Liability Company Agreement of Cinergy Solutions of
                St. Paul, LLC (formerly Trigen-Cinergy Solutions of St. Paul LLC)

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

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

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

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

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

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

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

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

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

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

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

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

  B-124         Memorandum and Articles of Association of EPR Ely Power Limited

  B-125         Memorandum and Articles of Association of EPR Ely Limited

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

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

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

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

  B-132         Limited Liability Company Agreement of CinTec II LLC                               Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-133         Certificate of Formation of CinTec II LLC                                          Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-135         Certificate of Amendment to Certificate of Formation of CCB Communications, LLC    Refer to footnote 2
                (formerly Current Broadband (Ohio), LLC)

  B-136         Certificate of Formation of Current Broadband (Ohio), LLC (Renamed to CCB          Cinergy's Form U5S filed
                Communications, LLC)                                                               April 30, 2004

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

  B-138         Memorandum and Articles of Association of Cinergy Global Power Services Limited

  B-139         Certificate of Amendment to Certificate of Formation of CCB Communications, LLC    Cinergy's Form U5S filed
                (The sole purpose of this amendment was to change Current Broadband (Ohio), LLC's  April 30, 2004
                name to CCB Communications, LLC)

  B-140         Limited Liability Agreement of Cinergy Solutions of Monaca, LLC                    Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-141         Certificate of Formation of Cinergy Solutions of Monaca, LLC                       Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-142         Memorandum and Articles of Association of Cinergy Global Power (UK) Limited

  B-143         Memorandum and Articles of Association of Cinergy Global Trading Limited

  B-144         Limited Liability Company Agreement of Cinergy Broadband, LLC                      Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-145         Certificate of Formation of Cinergy Broadband, LLC                                 Cinergy's Form U5S filed
                                                                                                   April 30, 2004

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

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

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

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

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

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

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

  B-159         Certificate of Incorporation of EVER 2174 Limited (Renamed to Cinergy Trading and  Cinergy's Form U5S filed
                Marketing Limited)                                                                 April 30, 2004

  B-160         Certificate of Incorporation of Cinergy Trading and Marketing Limited (the sole    Cinergy's Form U5S filed
                purpose of this certificate is to change the name of EVER 2174 Limited to Cinergy  April 30, 2004
                Trading and Marketing Limited)

  B-161         Memorandum of Association of EVER 2174 Limited (Renamed to Cinergy Trading and     Cinergy's Form U5S filed
                Marketing Limited)                                                                 April 30, 2004

  B-162         Memorandum of Association of 3075959 Nova Scotia Company                           Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-163         Articles of Association of 3075959 Nova Scotia Company                             Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-164         Certificate of Registration of 3075959 Nova Scotia Company                         Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-167         Certificate of Formation of National BPL, LLC (Renamed to Access Broadband, LLC)   Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-168         Limited Liability Company Agreement of National BPL, LLC (Renamed to Access        Refer to footnote 1
                Broadband, LLC)

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

  B-170         Certificate of Formation of Cinergy Retail Sales, LLC                              Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-171         Limited Liability Company Agreement of Cinergy Retail Sales, LLC                   Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-172         Certificate of Trust of CC Funding Trust II                                        Cinergy's Form U5S filed
                                                                                                   April 30, 2004

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

  B-174         Declaration of Trust of CC Funding Trust II                                        Cinergy's Form U5S filed
                                                                                                   April 30, 2004

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

  B-176         Certificate of Incorporation of Electric City Corp.                                Cinergy's Form U5S filed
                                                                                                   April 30, 2004

  B-177         Memorandum and Aritcles of Association of 3036243 Nova Scotia Company              Refer to footnote 2

  B-178         Articles of Incorporation of 1388368 Ontario Inc.                                  Refer to footnote 2

  B-179         By-laws of 1388368 Ontario Inc.                                                    Refer to footnote 2

  B-180         Amended and Restated Operating Agreement of CinCap IV, LLC                         Refer to footnote 2

  B-181         Amended and Restated LLC Agreement of CinCap V, LLC                                Refer to footnote 2

  B-182         Second Amended and Restated Operating Agreement of CinCap V, LLC                   Refer to footnote 2

  B-183         Operating Agreement of eVent Resources I LLC                                       Refer to footnote 2

  B-184         By-laws of Keen Rose Technology Group Limited                                      Refer to footnote 1

  B-185         Limited Liability Company Agreement of Energy Equipment Leasing LLC                Refer to footnote 2

  B-186         Articles of Amendment of Keen Rose Technology Group Limited                        Refer to footnote 2

  B-187         Limited Liability Company Agreement of Lattice Communications, LLC                 Refer to footnote 2

  B-188         Limited Liability Company Agreement of Trigen-Cinergy Solutions LLC                Refer to footnote 2

  B-189         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Boca Raton,     Refer to footnote 2
                LLC (Renamed to Cinergy Solutions of Boca Raton, LLC)

  B-190         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Orlando LLC     Refer to footnote 2

  B-191         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Rochester LLC   Refer to footnote 2

  B-192         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Tuscola, LLC    Refer to footnote 2

  B-194         By-laws of Cinergy Solutions, Inc.

  B-197         Certificate of Amendment of eVent Resources I LLC (formerly eVent Capital I, LLC)

  B-198         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Lansing LLC

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

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

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

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

  B-205         Memorandum and Articles of Association of IPS - Cinergy Power Limited              Refer to footnote 2

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

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

  B-210         Memorandum and Articles of Association of Midlands Hydrocarbons (Bangladesh)
                Limited

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  B-252         Second Amended and Restated Operating Agreement of Reliant Services, LLC

  B-253         By-laws of Cinergy Energy Solutions Inc.

  B-254         Statement of Incorporation of Copperbelt Energy Corporation

  B-255         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Ashtabula

  B-256         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Owing Mills

  B-257         Limited Liability Company Agreement of Trigen-Cinergy Solutions of Owing Mills
                Energy Equipment Leasing

  B-258         Articles of Association of Moravske Teplarny                                       Refer to footnote 2

  B-259         Certificate of Incorporation of Cinergy Holdings BV                                Refer to footnote 2

  B-260         Certificate of Incorporation of Cinergy Zambia BV                                  Refer to footnote 2

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

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

  B-264         Certificate of Incorporation of IPS Cinergy Power Limited                          Refer to footnote 2

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

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

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

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

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

  B-275         Amended and Restated Declaration of Trust of CC Funding Trust I                    Refer to footnote 2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  B-307         Limited Partnership Agreement of Cinergy Retail Power, L.P.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  B-330         Limited Liability Company Agreement of CST Limited, LLC (formerly CS Limited, LLC)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  B-346         Limited Liability Company Agreement of Delta Township Utilities, LLC

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

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

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

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

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

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

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

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

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

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

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

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

  B-369         Certificate of Incorporation of Cinergy Global Power Africa (Proprietary) Limited  Refer to footnote 2

  B-370         Memorandum of Association of Cinergy Global Power Africa (Proprietary) Limited     Refer to footnote 2

  B-371         Articles of Association of Cinergy Global Power Africa (Proprietary) Limited       Refer to footnote 2

  B-372         Certificate of Formation of Cinergy Mexico Limited, LLC

  B-373         Limited Liability Company Agreement of Cinergy Mexico Limited, LLC

  B-374         Certificate of Formation of Cinergy Mexico General, LLC

  B-375         Limited Liability Company Agreement of Cinergy Mexico General, LLC

  B-376         Limited Partnership Agreement of Cinergy Mexico Holdings, LP

  B-377         Certificate of Formation of Cinergy Mexico Marketing & Trading, LLC

  B-378         Limited Liability Company Agreement of Cinergy Mexico Marketing & Trading, LLC

  B-379         Certificate of Formation of Delta Township Utilities II, LLC

  B-380         Limited Liability Company Agreement of Delta Township Utilities II, LLC

  B-381         By-laws of Cinergy Solutions of San Diego, Inc.

  B-382         Certificate of Conversion from Cinergy Solutions of San Diego, LLC to Cinergy
                Solutions of San Diego, Inc.

  B-383         Certificate of Incorporation of Cinergy Solutions of San Diego, Inc.

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

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

  B-397         Operating Agreement of eVent (Triple Point) LLC (Renamed to eVent Resources        Refer to footnote 2
                Holdings LLC)

  B-398         Certificate of Amendment to Certificate of Formation of eVent (Triple Point) LLC
                (The sole purpose of this amendment was to change eVent (Triple Point) LLC's
                name to eVent Resources Holdings LLC)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  B-432         Articles of Incorporation of Cinergy Risk Solutions LTD                            Refer to footnote 2

  B-436         By-laws of Cinergy Risk Solutions Ltd.

  B-437         Certificate of Incorporation of Cinergy Risk Solutions Ltd.                        Refer to footnote 2

  B-438         Certificate of Incorporation of Cinergy Solutions-Utility, Inc.

  B-439         By-laws of Cinergy Solutions-Utility, Inc.

  B-440         Limited Liability Company Agreement of Cinergy Solutions O&M, LLC

  B-441         Certificate of Formation of Cinergy Solutions O&M, LLC

  B-442         Limited Liability Company Agreement of Cinergy Solutions of South Charleston, LLC

  B-443         Certificate of Formation of Cinergy Solutions of South Charleston, LLC

  B-444         Limited Liability Company Agreement of Current Communications Group, LLC           Refer to footnote 1

  B-445         Certificate of Formation of Current Communcations Group, LLC

  B-446         Limited Liability Company Agreement of Cinergy Solutions Operating Services of     Refer to footnote 2
                Delta Township, LLC

  B-447         Certificate of Formation of Cinergy Solutions Operating Services of Delta
                Township, LLC

  B-452         IURC Certificate of Approval of property exchange between PSI Energy, Inc. and
                Hoosier Energy Rural Electric Cooperative, Inc.

  B-453         By-laws of Capital & Trading

  B-454         Amended Articles of Incorporation of Capital & Trading

  B-455         Certificate of Amendment to the Certificate of Formation of Cinergy Solutions of
                St. Paul, LLC (formerly Trigen-Cinergy Solutions of St. Paul)

  B-456         Declaration of Cinergy Solutions Limited Partnership                               Refer to footnote 2

  B-457         Certificate of Limited Partnership of Cinergy Mexico Holdings, LP

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

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

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

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

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  C-17          Loan Agreement between PSI and the City of Princeton, Indiana dated as of      PSI's 1996 Form 10-K in File No.
                February 1, 1997.                                                              1-03543

  C-18          Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as    PSI's 1996 Form 10-K in File No.
                Trustee.                                                                       1-03543

  C-19          First Supplemental Indenture dated November 15, 1996, between PSI and The      PSI's 1996 Form 10-K in File No.
                Fifth Third Bank, as Trustee.                                                  1-03543

  C-20          Third Supplemental Indenture dated as of March 15, 1998, between PSI and The   PSI's 1997 Form 10-K in File No.
                Fifth Third Bank, as Trustee.                                                  1-03543

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  C-46          Fourth Supplemental Indenture between CG&E and The Fifth Third Bank dated as   CG&E's March 31, 1998, Form
                of April 1, 1998.                                                              10-Q in File No. 1-01232

  C-47          Fifth Supplemental Indenture between CG&E and The Fifth Third Bank dated as of CG&E's June 30, 1998, Form 10-Q
                June 9, 1998.                                                                  in File No. 1-01232

  C-48          Original Indenture (First Mortgage Bonds) between ULH&P and The Bank of New    ULH&P's Registration Statement
                York dated as of February 1, 1949.                                             No. 2-07793

  C-49          Fifth Supplemental Indenture between ULH&P and The Bank of New York dated      CG&E's Registration Statement
                as of January 1, 1967.                                                         No. 2-60961

  C-50          Thirteenth Supplemental Indenture between ULH&P and The Bank of New York       ULH&P's 1992 Form 10-K in File
                dated as of August 1, 1992.                                                    No. 2-07793

  C-51          Original Indenture (Unsecured Debt Securities) between ULH&P and The Fifth     ULH&P's June 30, 1995, Form
                Third Bank dated as of July 1, 1995.                                           10-Q in File No. 2-07793

  C-52          First Supplemental Indenture between ULH&P and The Fifth Third Bank dated as   ULH&P's June 30, 1995, Form
                of July 15, 1995.                                                              10-Q in File No. 2-07793

  C-53          Second Supplemental Indenture between ULH&P and The Fifth Third Bank dated     ULH&P's March 31, 1998 Form
                as of April 30, 1998.                                                          10-Q in File No. 2-07793

  C-54          Third Supplemental Indenture between ULH&P and The Fifth Third Bank dated as   ULH&P's 1998 Form 10-K in File
                of December 8, 1998.                                                           No. 2-07793

  C-55          Fourth Supplemental Indenture between ULH&P and The Fifth Third Bank, as       ULH&P's September 30, 1999, Form
                Trustee, dated as of September 17, 1999.                                       10-Q in File No. 2-07793

  C-56          Base Indenture dated as of October 15, 1998, between Global Resources and The  Cinergy's September 30, 1998,
                Fifth Third Bank, as Trustee.                                                  Form 10-Q in File No. 1-11377

  C-57          First Supplemental Indenture dated as of October 15, 1998, between Global      Cinergy's September 30, 1998,
                Resources and The Fifth Third Bank, as Trustee.                                Form 10-Q in File No. 1-11377

  C-58          Indenture dated as of December 16, 1998, between Cinergy and The Fifth Third   Cinergy's 1998 Form 10-K in File
                Bank.                                                                          No. 1-11377

  C-59          Indenture between Cinergy and The Fifth Third Bank, as Trustee, dated as of    Cinergy's March 31, 1999, Form
                April 15, 1999.                                                                10-Q in File No. 1-11377

  C-60          Agreement for Puchase and Sale of Assets, dated March 31, 1994, by and         Cinergy's Form U5B filed January
                between Columbia Gas as Seller and KO Transmission as Buyer.                   23, 1995

  C-61          Agreement for Purchase and Sale of Line AM-4, dated March 31, 1994, by and     Cinergy's Form U5B filed January
                between Columbia Gas as Seller and KO Transmission as Buyer.                   23, 1995

  C-62          Rights Agreement between Cinergy and The Fifth Third Bank, as Rights Agent,    Cinergy's Registration Statement
                dated October 16, 2000.                                                        on Form 8-A dated October 16,
                                                                                               2000 in File No. 1-11377

  C-63          Fifty-third Supplemental Indenture between PSI and LaSalle National Bank       PSI's June 30, 2001, Form 10-Q
                dated June 15, 2001.                                                           in File No. 1-03543

  C-64          Loan Agreement between CG&E and the State of Ohio Air Quality Development      CG&E's September 30, 2001, Form
                Authority dated August 1, 2001.                                                10-Q in File No. 1-01232

  C-65          Indenture between Cinergy and The Fifth Third Bank, as Trustee, dated          Cinergy's September 30, 2001,
                September 12, 2001.                                                            Form 10-Q in File No. 1-11377

  C-66          First Supplemental Indenture between Cinergy and The Fifth Third Bank, as      Cinergy's September 30, 2001,
                Trustee, dated September 12, 2001.                                             Form 10-Q in File No. 1-11377

  C-67          Second Supplemental Indenture, dated December 18, 2001, between Cinergy and    Cinergy's Form 8-K, December 19,
                The Fifth Third Bank, as Trustee.                                              2001 in File No. 1-11377

  C-68          Purchase Contract Agreement, dated December 18, 2001, between Cinergy and The  Cinergy's Form 8-K, December 19,
                Bank of New York, as Purchase Contract Agent.                                  2001 in File No. 1-11377

  C-69          Pledge Agreement, dated December 18, 2001, among Cinergy, JP Morgan Chase      Cinergy's Form 8-K, December 19,
                Bank, as Collateral Agent, Custodial Agent and Securities Intermediary, and    2001 in File No. 1-11377
                The Bank of New York, as Purchase Contract Agent.

  C-70          Thirty-eighth Supplemental Indenture between CG&E and The Bank of New York     CG&E's March 31, 2001, Form 10-Q
                dated as of February 1, 2001.                                                  in File No. 1-01232

  C-71          Thirty-ninth Supplemental Indenture dated as of September 1, 2002, between      Cinergy's September 30, 2002,
                CG&E and the Bank of New York, as Trustee.                                      Form 10-Q in File No. 1-11377

  C-72          Fifty-fourth Supplemental Indenture dated as of September 1, 2002, between PSI Cinergy's September 30, 2002,
                and LaSalle Bank National Association, as Trustee.                             Form 10-Q in File No. 1-11377

  C-73          Sixth Supplemental Indenture between CG&E and Fifth Third Bank dated as of     Cinergy's September 30, 2002,
                September 15, 2002.                                                            Form 10-Q in File No. 1-11377

  C-74          Loan Agreement between PSI and the Indiana Development Finance Authority dated Cinergy's September 30, 2002,
                as of September 1, 2002.                                                       Form 10-Q in File No. 1-11377

  C-75          Loan Agreement between PSI and the Indiana Development Finance Authority dated Cinergy's September 30, 2002,
                as of September 1, 2002.                                                       Form 10-Q in File No. 1-11377

  C-76          Loan Agreement between CG&E and the Ohio Air Quality Development Authority     Cinergy's September 30, 2002,
                dated as of September 1, 2002.                                                 Form 10-Q in File No. 1-11377

  C-77          First Amendment to Rights Agreement, dated August 28, 2002, effective          Cinergy's Form 8-A/A, Amendment
                September 16, 2002, between Cinergy and The Fifth Third Bank, as Rights Agent. No. 1, filed September 16, 2002
                                                                                               in File No. 1-11377

  C-78          Loan Agreement between PSI and The Indiana Development Finance Authority dated PSI's March 31, 2003, Form 10-Q
                as of February 15, 2003.                                                       in File No. 1-03543

  C-79          6.302% Subordinated Note between PSI and Cinergy Corp., dated February 5, 2003.PSI's March 31, 2003, Form 10-Q
                                                                                               in File No. 1-03543

  C-80          6.403% Subordinated Note between PSI and Cinergy Corp., dated February 5, 2003.PSI's March 31, 2003, Form 10-Q
                                                                                               in File No. 1-03543

  C-81          Seventh Supplemental Indenture between CG&E and Fifth Third Bank dated as of   CG&E's June 30, 2003, Form 10-Q
                June 15, 2003.                                                                 in File No. 1-01232

  C-82          Eighth Supplemental Indenture dated as of September 23, 2003, between PSI and  PSI's September 30, 2003, Form
                Fifth Third Bank as Trustee.                                                   10-Q in File No. 1-03543

  C-83          Fifty-fifth Supplemental Indenture between PSI and LaSalle National Bank dated PSI's September 30, 2003, Form
                February 15, 2003.                                                             10-Q in File No. 1-03543

  C-84          Loan Agreement between CG&E and The Ohio Air Quality Development Authority     CG&E's November 19, 2004 Form
                dated as of November 1, 2004, relating to Series A.                            8-K in File No. 1-01232

  C-85          Loan Agreement between CG&E and The Ohio Air Quality Development Authority     CG&E's November 19, 2004 Form
                dated as of November 1, 2004, relating to Series B.                            8-K in File No. 1-01232

  C-86          Loan Agreement between PSI and The Indiana Development Finance Authority dated PSI's December 9, 2004 Form 8-K
                as of December 1, 2004, relating to Series 2004B.                              in File No. 1-03543

  C-87          Loan Agreement between PSI and The Indiana Development Finance Authority dated PSI's December 9, 2004 Form 8-K
                as of December 1, 2004, relating to Series 2004C.                              in File No. 1-03543

  C-88          Fifty-Sixth Supplemental Indenture dated as of December 1, 2004, between PSI   PSI's December 31, 2004 Form
                and LaSalle Bank National Association, as trustee.                             10-K in File No. 1-03543

  C-89          Indenture between ULH&P and Deutch Bank dated as of December 1, 2004, between  ULH&P's December 31, 2004 Form
                ULH&P and Deutsch Bank Trust Company Americas, as Trustees.                    10-K in File No. 2-07793

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

  D-1           Agreement between Cinergy and subsidiary companies for filing consolidated     Filed pursuant to Rule 104(b)
                income tax returns and for allocation of consolidated income tax liabilities
                and benefits

  D-2           Schedule detailing adjustment to 2003 FIT Return                               Filed pursuant to Rule 104(b)

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

  F-1           Consolidating Financial Statements of Cinergy for 2004                         Filed pursuant to Rule 104(b)

  F-2           Consolidating Financial Statements of CG&E for 2004                            Filed pursuant to Rule 104(b)

  F-3           Consolidating Financial Statements of Investments for 2004                     Filed pursuant to Rule 104(b)

  F-4           Consolidating Financial Statements of Capital & Trading for 2004               Filed pursuant to Rule 104(b)

  F-5           Consolidating Financial Statements of Marketing & Trading for 2004             Filed pursuant to Rule 104(b)

  F-6           Consolidating Financial Statements of LH1, LLC for 2004                        Filed pursuant to Rule 104(b)

  F-7           Consolidating Financial Statements of Solutions Holding for 2004               Filed pursuant to Rule 104(b)

  F-8           Consolidating Financial Statements of 3036243 Nova Scotia Company for 2004     Filed pursuant to Rule 104(b)

  F-9           Consolidating Financial Statements of Cinergy Solutions Limited Partnership    Filed pursuant to Rule 104(b)
                for 2004

  F-10          Consolidating Financial Statements of Cinergy Solutions - Demand, Inc. for     Filed pursuant to Rule 104(b)
                2004

  F-11          Consolidating Financial Statements of Solutions for 2004                       Filed pursuant to Rule 104(b)

  F-12          Consolidating Financial Statements of CSGP Limited, LLC for 2004               Filed pursuant to Rule 104(b)

  F-13          Consolidating Financial Statements of Cinergy Solutions of St. Paul LLC for    Filed pursuant to Rule 104(b)
                2004

  F-14          Consolidating Financial Statements of Global Resources for 2004                Filed pursuant to Rule 104(b)

  F-15          Consolidating Financial Statements of Global Power for 2004                    Filed pursuant to Rule 104(b)

  F-16          Consolidating Financial Statements of Holdings B.V. for 2004                   Filed pursuant to Rule 104(b)

  F-17          Consolidating Financial Statements of CinTec for 2004                          Filed pursuant to Rule 104(b)

  F-18          Consolidating Financial Statements of CinTec I LLC for 2004                    Filed pursuant to Rule 104(b)

  F-19          Consolidating Financial Statements of Cinergy Technologies for 2004            Filed pursuant to Rule 104(b)

  F-20          Consolidating Financial Statements of Cinergy Broadband LLC for 2004           Filed pursuant to Rule 104(b)

  F-21          Consolidating Financial Statements of Wholesale Energy for 2004                Filed pursuant to Rule 104(b)

  F-22          Financial Statements of CC Funding Trust I for 2004                            Filed pursuant to Rule 104(b)

  F-23          Financial Statements of Cinergy Receivables Company LLC for 2004               Filed pursuant to Rule 104(b)

  F-24          Financial Statements of Cadence Network for 2004                               Filed pursuant to Rule 104(b)

  F-25          Financial Statements of Brownsville Power I, LLC for 2004                      Refer to Item 10 H-1

  F-26          Financial Statements of Caledonia Power I, LLC for 2004                        Refer to Item 10 H-2

  F-27          Financial Statements of CinPower I, LLC for 2004                               Filed pursuant to Rule 104(b)

  F-28          Financial Statements of Q-Comm Corporation for 2004                            Filed pursuant to Rule 104(b)

  F-28          Financial Statements of Lattice Communications, LLC for 2004                   Filed pursuant to Rule 104(b)

  F-29          Financial Statements of Keen Rose Technology Group Limited for 2004            Refer to footnote 1

  F-29          Financial Statements of Optimira Controls, Inc. for 2004                       Refer to footnote 1

  F-30          Financial Statements of Cinergy Energy Solutions, Inc. for 2004                Filed pursuant to Rule 104(b)

  F-30          Financial Statements of U.S. Energy Biogas Corp. for 2004                      Filed pursuant to Rule 104(b)

  F-30          Financial Statements of Countryside Landfill Gasco, L.L.C. for 2004            Filed pursuant to Rule 104(b)

  F-30          Financial Statements of Morris Gasco, L.L.C. for 2004                          Filed pursuant to Rule 104(b)

  F-30          Financial Statements of Brown County Landfill Gas Associates, L.P. for 2004    Filed pursuant to Rule 104(b)

  F-30          Financial Statements of Cinergy Solutions Partners, LLC for 2004               Filed pursuant to Rule 104(b)

  F-31          Financial Statements of CST Limited, LLC for 2004                              Filed pursuant to Rule 104(b)

  F-31          Financial Statements of Green Power Holdings, LLC for 2004                     Filed pursuant to Rule 104(b)

  F-31          Financial Statements of Green Power Limited, LLC for 2004                      Filed pursuant to Rule 104(b)

  F-31          Financial Statements of South Houston Green Power, L.P. for 2004               Filed pursuant to Rule 104(b)

  F-31          Financial Statements of Green Power G.P., LLC for 2004                         Filed pursuant to Rule 104(b)

  F-32          Financial Statements of CST General, LLC for 2004                              Filed pursuant to Rule 104(b)

  F-32          Financial Statements of Oklahoma Arcadian Utilities, LLC for 2004              Filed pursuant to Rule 104(b)

  F-32          Financial Statements of Shreveport Red River Utilities, LLC for 2004           Filed pursuant to Rule 104(b)

  F-32          Financial Statements of Delta Township Utilities II, LLC for 2004              Filed pursuant to Rule 104(b)

  F-32          Financial Statements of Energy Equipment Leasing LLC for 2004                  Filed pursuant to Rule 104(b)

  F-32          Financial Statements of Trigen-Cinergy Solutions LLC for 2004                  Filed pursuant to Rule 104(b)

  F-33          Financial Statements of Trigen-Cinergy Solutions of Ashtabula LLC for 2004     Filed pursuant to Rule 104(b)

  F-33          Financial Statements of Trigen-Cinergy Solutions of Lansing LLC for 2004       Filed pursuant to Rule 104(b)

  F-33          Financial Statements of Trigen/Cinergy-USFOS of Lansing LLC for 2004           Filed pursuant to Rule 104(b)

  F-33          Financial Statements of Trigen-Cinergy Solutions of Owings Mills LLC for 2004  Filed pursuant to Rule 104(b)

  F-33          Financial Statements of Trigen-Cinergy Solutions of Owings Mills Energy        Filed pursuant to Rule 104(b)
                Equipment Leasing, LLC for 2004

  F-34          Financial Statements of Trigen-Cinergy Solutions of Rochester LLC for 2004     Filed pursuant to Rule 104(b)

  F-34          Financial Statements of Trigen-Cinergy Solutions of Silver Grove LLC for 2004  Filed pursuant to Rule 104(b)

  F-34          Financial Statements of Trigen-Cinergy Solutions of Tuscola, LLC for 2004      Filed pursuant to Rule 104(b)

  F-35          Financial Statements of Reliant for 2004                                       Filed pursuant to Rule 104(b)

  F-35          Financial Statements of MP Acquisitions Corp., Inc. for 2004                   Filed pursuant to Rule 104(b)

  F-35          Financial Statements of Miller Pipeline for 2004                               Filed pursuant to Rule 104(b)

  F-35          Financial Statements of Fiber Link, LLC for 2004                               Filed pursuant to Rule 104(b)

  F-35          Financial Statements of e-Vent Resources Holdings LLC for 2004                 Filed pursuant to Rule 104(b)

  F-36          Financial Statements of Attiki Denmark ApS for 2004                            Refer to footnote 2

  F-37          Financial Statements of Attiki Gas Supply Company SA for 2004                  Refer to Item 10 H-6

  F-38          Financial Statements of Cinergy Global Ely, Inc. for 2004                      Refer to Item 10 H-7

  F-39          Financial Statements of EPR Ely Power Limited for 2004                         Refer to footnote 3

  F-40          Financial Statements of EPR Ely Limited for 2004                               Refer to Item 10 H-8

  F-41          Financial Statements of Anglian Straw Limited for 2004                         Refer to footnote 3

  F-42          Financial Statements of Anglian Ash Limited for 2004                           Refer to footnote 3

  F-43          Financial Statements of Cinergy Global Power (UK) Limited for 2004             Refer to Item 10 H-9

  F-44          Financial Statements of Cinergy Global Trading Limited for 2004                Refer to footnote 4

  F-45          Financial Statements of UK Electric Power Limited for 2004                     Refer to footnote 4

  F-46          Financial Statements of Global Holdings for 2004                               Refer to footnote 5

  F-47          Financial Statements of Cinergetika for 2004                                   Filed pursuant to Rule 104(b)

  F-48          Financial Statements of Copperbelt for 2004                                    Refer to Item 10 H-11

  F-49          Financial Statements of Power Sports Limited for 2004                          Refer to footnote 6

  F-50          Financial Statements of Teplarny for 2004                                      Filed pursuant to Rule 104(b)

  F-51          Financial Statements of Cinergy Global (Cayman) Holdings, Inc. for 2004        Refer to footnote 7

  F-52          Financial Statements of Cinergy Global Tsavo Power for 2004                    Refer to footnote 7

  F-53          Financial Statements of IPS-Cinergy Power Limited for 2004                     Refer to footnote 7

  F-54          Financial Statements of Tsavo Power Company Limited for 2004                   Refer to Item 10 H-13

  F-55          Financial Statements of eVent Resources Overseas I, LLC for 2004               Refer to footnote 8

  F-56          Financial Statements of Current Communications Group, LLC                      Refer to footnote 9

  F-57          Financial Statements of Electric City Corp. for 2004                           Refer to footnote 9

  F-58          Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2004 FERC Form No. 1 of CG&E

  F-59          Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2004 PUCO FERC Form No. 2 of CG&E

  F-60          Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2004 FERC Form No. 1 of PSI

  F-61          Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2004 FERC Form No. 1 and FERC Form No. 2 of ULH&P

  F-62          The 2004 FERC Form No. 2-A for KO Transmission                                 Filed under cover of Form SE

  F-63          The 2004 Annual Report of Cinergy Solutions of Cincinnati, LLC to the PUCO     Filed under cover of Form SE

⁽¹⁾ These financial statements are filed pursuant to Rule 104(b). At the time of filing, the available financial statements are denominated in the local currency, not U.S. currency. The attainment of U.S. currency financial statements is not reasonable without incurring undue expense.

⁽²⁾ This entity is the non-utility holding company parent of Attiki Gas Supply Company SA and has no other operations. See Exhibit F-37 for information pertaining to the financial statements of the operating company.

⁽³⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2004 but was unable to obtain them. Financial statements provided are as of March 31, 2004, the entities’ fiscal year end. At the time of filing, the balance sheets, income statements, and footnotes containing statements of equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁴⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2004 but was unable to obtain them. Financial statements provided are as of December 31, 2003. At the time of filing, the balance sheets, income statements, and footnotes containing statements of equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁵⁾ This entity is a non-utility holding company, which holds both FUCOs and FUCO-related investments. Information pertaining to the financial statements of the applicable FUCO and FUCO-related subsidiaries is presented in Exhibit F-47, Exhibit F-48, Exhibit F-49 and Exhibit F-50.

⁽⁶⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2004 but was unable to obtain them. Financial statements provided are as of December 31, 2003. At the time of filing, the balance sheets, income statements, cash flows and footnotes containing statements of equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁷⁾ This entity is a non-utility holding company that has no other operations. Tsavo Power Company Limited is the operating company under this entity. See Exhibit F-54 for information pertaining to the financial statements of the operating company.

⁽⁸⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain financial statements for December 31, 2004 but was unable to obtain them. Financial statements provided are as of December 31, 2002. At the time of filing, the balance sheets, cash flows and common stock equity are the only financial statements available. The attainment of income statements is not reasonable without incurring undue expense.

⁽⁹⁾ Cinergy has not provided financial statements for this entity because they are subject to confidentiality restrictions with third parties.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

  G             Organizational chart showing relationship of EWGs and FUCOs to other system    Refer to Item 1
                companies

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

  H-1           Financial Statements of Brownsville Power I, LLC for 2004                           Refer to footnote 1

  H-2           Financial Statements of Caledonia Power I, LLC for 2004                             Refer to footnote 1

  H-3           Financial Statements of St. Paul Cogeneration LLC for 2004                          Refer to footnote 2

  H-4           Financial Statements of Global Power for 2004                                       Refer to footnote 3

  H-5           Financial Statements of Attiki Gas Supply Company SA for 2004                       Refer to footnote 4

  H-6           Financial Statements of Attiki Gas Supply Company SA for 2004                       Refer to footnote 5

  H-7           Financial Statements of Cinergy Global Ely, Inc. for 2004                           Refer to footnote 6

  H-8           Financial Statements of EPR Ely Limited for 2004                                    Refer to footnote 7

  H-9           Financial Statements of Cinergy Global Power (UK) Limited for 2004                  Refer to footnote 8

  H-10          Financial Statements of Cinergetika for 2004                                        Refer to footnote 9

  H-11          Financial Statements of Copperbelt for 2004                                         Refer to footnote 10

  H-12          Financial Statements of Teplarny for 2004                                           Refer to footnote 11

  H-13          Financial Statements of Tsavo Power Company Limited for 2004                        Refer to footnote 10

⁽¹⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain audited financial statements for December 31, 2004 but was unable to obtain them. Audited financial statements provided are as of December 31, 2003.

⁽²⁾ Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. Financial statements are included in the “Consolidating Financial Statements of Cinergy Solutions of St. Paul LLC for 2004” provided in Item 10 F-13.

⁽³⁾ At the time of filing, audited financial statements were not available for this entity. The attainment of audited U.S. GAAP financial statements is not reasonable without incurring undue expense. Financial statements are included in the “Consolidating Financial Statements of Global Power for 2004” provided in Item 10 F-15.

⁽⁴⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. For the 2003 U5S filing, Cinergy was unable to obtain financial statements for this entity as of December 31, 2003. However, subsequent to last year’s filing, we were provided with the audited balance sheet and income statement, which were the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁵⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. At the time of filing, the audited balance sheet and income statement are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of audited U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁶⁾ This entity is a non-utility holding company for which Cinergy owns 100% interest and has no other operations. This entity holds both FUCOs and FUCO-related investments. Information pertaining to the audited financial statements of the applicable FUCO, EPR Ely Limited, is presented in Exhibit H-8. Information pertaining to the financial statements of the applicable FUCO-related subsidiaries is included in the “Financial Statements of EPR Ely Power Limited for 2004” in Item 10 F-39, “Financial Statements of Anglian Straw Limited for 2004” in Item 10 F-41 and “Financial Statements of Anglian Ash Limited for 2004” in Item 10 F-42.

⁽⁷⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. Cinergy has made a good faith effort to obtain financial statements for December 31, 2004 but was unable to obtain them. Audited financial statements provided are as of March 31, 2004, the entity’s fiscal year end. At the time of filing, the audited balance sheet, income statement, and a footnote containing shareholders’ equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁸⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy has made a good faith effort to obtain audited financial statements for December 31, 2004 but was unable to obtain them. Audited financial statements provided are as of December 31, 2003. At the time of filing, the audited balance sheet, income statement, and a footnote containing shareholders’ equity are the only financial statements available. The financial statements provided are in accordance with GAAP other than U.S. GAAP. In addition, the financial statements are denominated in the local currency, not U.S. currency. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of audited U.S. GAAP and U.S. currency financial statements is not reasonable without incurring undue expense.

⁽⁹⁾ At the time of filing, audited financial statements were not available for this entity. The attainment of audited U.S. GAAP financial statements is not reasonable without incurring undue expense. Financial statements are included in the “Financial Statements of Cinergetika for 2004” in Item 10 F-47.

⁽¹⁰⁾ These financial statements are filed pursuant to Rule 104(b). Cinergy does not have a controlling ownership interest in this entity and audited financial statements are not required for this filing. Cinergy has made a good faith effort to obtain financial statements for December 31, 2004 but was unable to obtain them. Audited financial statements provided are as of December 31, 2003. At the time of filing, the financial statements provided are in accordance with GAAP other than U.S. GAAP. Cinergy believes the difference in U.S. and foreign GAAP would not be material. The attainment of U.S. GAAP financial statements is not reasonable without incurring undue expense.

⁽¹¹⁾ At the time of filing, audited financial statements were not available for this entity. The attainment of audited U.S. GAAP financial statements is not reasonable without incurring undue expense. Financial statements are included in the “Financial Statements of Teplarny for 2004” in Item 10 F-50.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

  I             Response to Item 1                                                             Filed pursuant to Rule 104(b)

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

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

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

  J             Response to Item 9, Part I (b) and (c) and Part III for all EWGs and FUCOs     Filed pursuant to Rule 104(b)

SIGNATURE

Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

	CINERGY CORP.
	By:      /s/     Wendy L. Aumiller      ------------------------------------------        Vice President and Treasurer
Date: April 29, 2005

EX-99

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          Cinergy GASCO Solutions, LLC


     This LIMITED LIABILITY COMPANY  AGREEMENT (this  "Agreement"),  dated as of
November 9, 2000, of Cinergy GASCO Solutions,  LLC, a Delaware limited liability
company (the "Company"), by Cinergy Solutions, Inc., an Delaware corporation, as
the sole member of the Company (the "Member");

                                    RECITALS

     WHEREAS,  the Company was formed on November 9, 2000 by the Sole  Organizer
under the Delaware Limited  Liability Company Act (as amended from time to time,
the "Act");

     WHEREAS, the Member holds 100% of the membership interest in the Company as
of November 9, 2000; and

     WHEREAS,  the Member desires to set forth its understandings  regarding its
rights, obligations and interests with respect to the affairs of the Company and
the conduct of its business;

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Member  hereby  agrees as
follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section  2.1  Company  Name.  The name of the  Company  is  "Cinergy  GASCO
Solutions,  LLC." The business of the Company may be conducted  upon  compliance
with all applicable laws under any other name designated by the member(s).

     Section 2.2 Registered Office; Registered Agent.

     (a)  The  Company  shall  maintain  a  registered  office  in the  State of
          Delaware  at,  and the name and  address of the  Company's  registered
          agent in the State of Delaware is,  Corporation  Trust  Company,  1209
          Orange Street, Wilmington, Delaware.

     (b)  The  business  address  of the  Company  is 139  East  Fourth  Street,
          Cincinnati, Ohio, or such other place as the Member shall designate.

     Section 2.3 Nature of Business Permitted;  Powers. The Company may carry on
any lawful  business,  purpose or activity.  The Company  shall  possess and may
exercise all the powers and privileges granted by the Act or by any other law or
by this Agreement,  together with any powers incidental  thereto, so far as such
powers and privileges  are necessary or convenient to the conduct,  promotion or
attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the  Company  and,  subject to  applicable  law,  shall have the same rights and
obligations with respect to any such matter as a person who is not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

                                   ARTICLE III

                                    Member(s)

     Section 3.1  Admission of  Member(s).  The Member shall hold a 100% initial
ownership Interest in the Company. New member(s) shall be admitted only with the
approval of the Member.

     Section 3.2 Classes.

     (a)  The  membership  interests  of the  Company  shall  consist  of common
          membership interests ("Common Interests").

     (b)  All  Common  Interests  shall be  identical  with each  other in every
          respect, except that, should additional member(s) be admitted,  Common
          Interests of each member shall reflect its capital account relative to
          the other member(s).

     Section 3.3 Liability of Member(s).

     (a)  All debts, obligations and liabilities of the Company, whether arising
          in contract, tort or otherwise, shall be solely the debts, obligations
          and  liabilities  of the  Company,  and no member  shall be  obligated
          personally  for any such debt,  obligation or liability of the Company
          solely by reason of being a member.

     (b)  Except as otherwise expressly required by law, a member shall not have
          any liability in excess of (i) the amount of its capital  contribution
          to the Company, (ii) its share of any assets and undistributed profits
          of the Company,  (iii) its obligation to make other payments,  if any,
          expressly  provided for in this Agreement or any amendment  hereto and
          (iv) the amount of any distributions wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

     (a)  Any member  shall have the right to obtain from the Company  from time
          to time upon reasonable demand for any purpose  reasonably  related to
          the member's  interest as a member of the Company,  the  documents and
          other information described in Section 18-305(a) of the Act.

     (b)  Any  demand  by a member  pursuant  to this  Section  3.4  shall be in
          writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

     (a)  Meetings of the member(s) may be called at any time by any member.

     (b)  Except as  otherwise  provided by law,  if  additional  member(s)  are
          admitted,  a majority of the  member(s),  determined  in proportion to
          their  respective  interests in the  Company,  entitled to vote at the
          meeting shall constitute a quorum at all meetings of the member(s).

     (c)  Any action required to or which may be taken at a meeting of member(s)
          may be taken  without a meeting,  without  prior  notice and without a
          vote, if a consent or consents in writing, setting forth the action so
          taken, shall be signed by all member(s).

     (d)  Regular  meetings of the  member(s)  shall be held at least  annually.
          Member(s)  may  participate  in  a  meeting  by  means  of  conference
          telephone  or similar  communications  equipment by means of which all
          persons  participating  in  the  meeting  can  hear  each  other,  and
          participation in a meeting by such means shall constitute  presence in
          person at such meeting.

     Section 3.6 Vote. Except as specifically set forth herein, the business and
affairs  of the  Company  shall be  managed  by or under  the  direction  of the
member(s) by majority vote.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such times as the member(s) may from time to time  determine.  Any member
may at any time call a meeting  of the  member(s).  Written  notice of the time,
place,  and purpose of such meeting  shall be served by  registered or certified
prepaid,  first class mail, via overnight  courier using a nationally  reputable
courier,  or by fax or cable,  upon each  member and shall be given at least two
(2) business days prior to the time of the meeting.  No notice of a meeting need
be given to any member if a written waiver of notice,  executed  before or after
the meeting by such member thereunto duly authorized,  is filed with the records
of the  meeting,  or to any member who attends the  meeting  without  protesting
prior thereto or at its  commencement the lack of notice to him or her. A waiver
of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the member(s) may delegate any of its powers to officers of the Company
or to committees  consisting  of persons who may or may not be member(s).  Every
officer or committee  shall,  in the exercise of the power so delegated,  comply
with any restrictions that may be imposed on them by the member(s).

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member who shall have full,  exclusive  and  complete  discretion  to manage and
control the  business and affairs of the Company as would (if the Company were a
corporation)  be  subject  to  control  by a board  of  directors,  to make  all
decisions affecting the business and affairs of the Company and to take all such
actions as it deems  necessary or  appropriate to accomplish the purposes of the
Company as set forth herein.  The Member shall serve without  compensation  from
the Company, and the Member shall bear the cost of its participation in meetings
and other activities of the Company.

     Section 4.2 Officers.

     (a)  Election,  Term of Office.  Officers shall be elected  annually by the
          member(s). Except as provided in paragraphs (b) or (c) of this Section
          4.1, each officer  shall hold office until his or her successor  shall
          have been chosen and qualified.  Any two offices,  except those of the
          President and the  Secretary,  may be held by the same person,  but no
          officer shall  execute,  acknowledge  or verify any instrument in more
          than  one  capacity  if such  instrument  is  required  by law or this
          Agreement to be executed,  acknowledged or verified by any two or more
          officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by delivering a written resignation to the member(s).  Unless
          otherwise  specified therein,  such resignation shall take effect upon
          delivery. Any officer may be removed from office with or without cause
          by either the member(s) or the President.

     (c)  Vacancies and Newly Created Offices. If any vacancy shall occur in any
          office by reason of death, resignation,  removal,  disqualification or
          other cause, or if any new office shall be created,  such vacancies or
          newly  created  offices  may be filled by the  President,  subject  to
          approval and election by the member(s).

     (d)  Conduct of Business.  Subject to the provisions of this Agreement, the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner  consistent with this Agreement and with directions which may
          be given from time to time by the member(s).

     (e)  President.  Subject to the further  directives of the  member(s),  the
          President shall have general and active  management of the business of
          the Company  subject to the  supervision of the  member(s),  shall see
          that all orders and  resolutions  of the  member(s)  are carried  into
          effect and shall have such  additional  powers  and  authority  as are
          specified by the provisions of this Agreement.

     (f)  Secretary.  The  Secretary  shall attend all meetings of the member(s)
          and record all the  proceedings  of the meetings and all actions taken
          thereat in a book to be kept for that  purpose and shall  perform like
          duties for the standing committees when required.  The Secretary shall
          give, or cause to be given,  notice of all meetings of the  member(s),
          and  shall  perform  such  other  duties as may be  prescribed  by the
          member(s) or the President.  The Assistant Secretary, if there be one,
          shall,  in  the  absence  of the  Secretary  or in  the  event  of the
          Secretary's  inability  to act,  perform the duties and  exercise  the
          powers of the  Secretary  and shall perform such other duties and have
          such other powers as the member(s) may from time to time prescribe.

     (g)  Other Officers. The member(s) from time to time may appoint such other
          subordinate officers or agents as it may deem advisable,  each of whom
          shall  have  such  title,  hold  office  for such  period,  have  such
          authority  and perform such duties as the  member(s)  may determine in
          its sole  discretion.  The member(s) from time to time may delegate to
          one or  more  officers  or  agents  the  power  to  appoint  any  such
          subordinate  officers or agents and prescribe their respective rights,
          terms of office, authorities and duties.

     (h)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this  Agreement  and/or  delegated  to them by the
          member(s),  are agents and  managers of the Company for the purpose of
          the  Company's  business,  and the  actions of the  officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and  authority  of the  member(s)
herein set forth.

     Section 4.4 Expenses.  Except as otherwise provided in this Agreement,  the
Company shall be responsible  for and shall pay all expenses out of funds of the
Company  determined by the member(s) to be available for such purpose,  provided
that such  expenses  are those of the Company or are  otherwise  incurred by the
member(s) in connection with this Agreement, including, without limitation:

     (a)  all  expenses  related to the  business of the Company and all routine
          administrative  expenses of the Company,  including the maintenance of
          books and records of the Company,  the preparation and dispatch to any
          member(s)  of checks,  financial  reports,  tax  returns  and  notices
          required  pursuant to this Agreement or in connection with the holding
          of any meetings of the member(s);

     (b)  all expenses incurred in connection with any litigation or arbitration
          involving the Company  (including  the cost of any  investigation  and
          preparation)  and the amount of any  judgment  or  settlement  paid in
          connection therewith;

     (c)  all expenses for indemnity or  contribution  payable by the Company to
          any person;

     (d)  all expenses incurred in connection with the collection of amounts due
          to the Company from any person;

     (e)  all expenses incurred in connection with the preparation of amendments
          to this Agreement; and

     (f)  expenses incurred in connection with the liquidation,  dissolution and
          winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section  5.1 Form of  Contribution.  The  contribution  of a member  to the
Company  must be in cash or  property,  provided  that if there is more than one
member,  all member(s) must consent in writing to contributions of property.  To
the extent there is more than one member,  additional  contributions in the same
proportion  shall  be made by each  member,  except  as may be  approved  by all
member(s).  A capital  account  shall be  maintained  for each member,  to which
contributions and profits shall be credited and against which  distributions and
losses shall be charged. At any time that there is more than one member, capital
accounts shall be maintained in accordance  with the tax  accounting  principles
prescribed by the Treasury  Regulations  promulgated under Code Section 704 (the
"Allocation  Regulations"),  so  that  the  tax  allocations  provided  in  this
Agreement  shall, to the extent  possible,  have  "substantial  economic effect"
within the meaning of the Allocation Regulations, or, if such allocations cannot
have  substantial  economic  effect,  so  that  they  may  be  deemed  to be "in
accordance  with the member(s')  interests in the Company" within the meaning of
the Allocation Regulations.

     Section 5.2 Allocation of Profits and Losses. The profits and losses of the
Company shall be allocated  entirely to the Member or, if  additional  member(s)
are admitted, the member(s) in proportion to their respective capital accounts.

     Section 5.3 Allocation of  Distributions.  The distributions of the Company
shall be  allocated  entirely  to the Member  or, if  additional  member(s)  are
admitted, the member(s) in proportion to their respective capital accounts.

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-605 of the Act, a member may  receive  distributions  from the Company in any
form other than cash, and may be compelled to accept a distribution of any asset
in kind from the Company.

                                   ARTICLE VII

                  Assignment of Membership and Common Interests

     Section 7.1 Assignment of Membership and Common  Interests.  Membership and
Common  Interests  in the Company  shall be  assignable  and  transferable.  Any
transferee shall not be admitted as a member unless and until the transferee has
executed a counterpart of this Agreement.

     Section 7.2 Certificates. Common Interests in the Company may, but need not
be, evidenced by a certificate of limited  liability  company interest issued by
the Company.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Duration and Dissolution.  The duration of the Company shall be
perpetual.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution  of the Company in accordance  with Section 8.1) and shall also have
the right to act as or appoint a liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets. Upon the winding up of the Company, the
assets shall be distributed in the manner provided in Section 18-804 of the Act.

                                   ARTICLE IX

                          Tax Characterization; Reports

     Section 9.1 Tax  Treatment.  The Company  shall  timely make all  necessary
elections  and filings for federal,  state,  and local tax purposes such that it
will not be treated as a separate entity, but, instead, will be disregarded, for
federal, state, and local tax purposes.

     Section  9.2 Form  K-1.  After  the end of each  Fiscal  Year for which the
Company  shall  have more  than one  member,  the  member(s)  shall  cause to be
prepared and  transmitted,  as promptly as possible,  and in any event within 90
days of the close of such  Fiscal  Year,  a federal  income tax Form K-1 and any
required similar state income tax form for each member.

     Section 9.3 Company Tax Returns. The Member, or if additional member(s) are
admitted,  the  member(s)  shall cause to be prepared  and timely  filed all tax
returns  required to be filed for the Company.  The Member or the  member(s) (as
the case may be) may, in their sole discretion,  make or refrain from making any
federal,  state or local income or other tax  elections  for the Company that it
deems  necessary or  advisable;  provided that if there is more than one member,
the prior written  consent of all the  member(s)  shall be required in order for
the Company to make an election  pursuant to Section 754 of the Internal Revenue
Code of 1986, as amended (the "Code").

                                    ARTICLE X

                         Exculpation and Indemnification

     Section 10.1  Exculpation.  Notwithstanding  any other  provisions  of this
Agreement,  whether  express  or  implied,  or  obligation  or duty at law or in
equity,  any  member,  or  any  officers,  directors,  stockholders,   partners,
employees,  representatives or agents of any of the foregoing,  nor any officer,
employee,  representative,  Manager  or  agent  of  the  Company  or  any of its
affiliates  (individually,  a "Covered  Person" and  collectively,  the "Covered
Persons")  shall be liable to the  Company  or any other  person  for any act or
omission (in relation to the Company,  this Agreement,  any related  document or
any transaction or investment  contemplated  hereby or thereby) taken or omitted
in good faith by a Covered Person and in the reasonable  belief that such act or
omission is in or is not  contrary to the best  interests  of the Company and is
within the scope of authority  granted to such Covered  Person by the Agreement,
provided  that  such  act  or  omission  does  not  constitute  fraud,   willful
misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs and legal successors, or nominees or representatives, of the Member or, if
additional  member(s)  are  admitted,  the  member(s) and (b) may be executed in
several  counterparts  with the same  effect  as if the  parties  executing  the
several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.  This Agreement shall be governed
by and  construed in accordance  with the laws of the State of Delaware  without
giving effect to the principles of conflict of laws thereof. In particular, this
Agreement  shall be construed to the maximum extent  possible to comply with all
the terms and conditions of the Act. If, nevertheless, it shall be determined by
a court  of  competent  jurisdiction  that any  provisions  or  wording  of this
Agreement shall be invalid or  unenforceable  under the Act or other  applicable
law, such invalidity or unenforceability shall not validate the entire Agreement
and this Agreement shall be construed so as to limit any term or provision so as
to make it enforceable or valid within the  requirements of applicable law, and,
in the event such term or provisions cannot be so limited,  this Agreement shall
be construed to omit such invalid or  unenforceable  terms or provisions.  If it
shall be determined  by a court of competent  jurisdiction  that any  provisions
relating to the  distributions and allocations of the Company or to any expenses
payable by the  Company is invalid or  unenforceable,  this  Agreement  shall be
construed or  interpreted  so as (a) to make it  enforceable or valid and (b) to
make the distributions and allocations as closely  equivalent to those set forth
in this Agreement as is permissible under applicable law.

     Section  11.4  Filings.  Following  the  execution  and  delivery  of  this
Agreement,  the Member shall promptly prepare any documents required to be filed
and  recorded  under the Act,  and the  Member  shall  promptly  cause each such
document to be filed and recorded in accordance  with the Act and, to the extent
required  by local  law,  to be filed  and  recorded  or  notice  thereof  to be
published in the appropriate place in each jurisdiction in which the Company may
hereafter establish a place of business. The Member shall also promptly cause to
be filed, recorded and published such statements of fictitious business name and
any other notices, certificates, statements or other instruments required by any
provision  of any  applicable  law of the  United  States  or any state or other
jurisdiction  which  governs  the  conduct  of its  business  from time to time.
Section 11.5 Headings.  Section and other  headings  contained in this Agreement
are for  reference  purposes  only and are not intended to describe,  interpret,
define or limit the scope or intent of this Agreement or any provision hereof.

     Section  11.6  Additional  Documents.  Each  member  agrees to perform  all
further  acts and execute,  acknowledge  and deliver any  documents  that may be
reasonably necessary to carry out the provisions of this Agreement.

     Section 11.7 Notices. All notices, requests and other communications to any
member shall be in writing  (including  telecopier or similar writing) and shall
be given to such member (and any other person  designated by such member) at its
address or telecopier  number set forth in a schedule  filed with the records of
the  Company  or such  other  address or  telecopier  number as such  member may
hereafter specify for the purpose by notice. Each such notice,  request or other
communication shall be effective (a) if given by telecopier, when transmitted to
the number specified  pursuant to this Section and the appropriate  confirmation
is  received,  (b) if given  by  mail,  72 hours  after  such  communication  is
deposited in the mails with first class postage prepaid, addressed as aforesaid,
or (c) if given by any other  means,  when  delivered  at the address  specified
pursuant to this Section.

     Section 11.8 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.

     IN WITNESS WHEREOF,  the undersigned has duly executed this Agreement as of
the date first above written.


                                   Cinergy Solutions, Inc.



                                   By:  _____________________________
                                          M. Stephen Harkness
                                          President and Chief Operating Officer

EX-99

                 AMENDED AND RESTATED LIMITED LIABILITY COMPANY
                                       OF
                       Cinergy Solutions of St. Paul, LLC


     This  AMENDED  AND  RESTATED  LIMITED  LIABILITY  COMPANY  AGREEMENT  (this
"Agreement"),  dated as of January 1, 2004,  Cinergy  Solutions of St. Paul, LLC
(formerly  Trigen-  Cinergy  Solutions  of St.  Paul,  LLC) a  Delaware  limited
liability company (the "Company"),  is entered into by Cinergy Solutions Holding
Company,  Inc. a Delaware  corporation,  as the sole member of the Company  (the
"Member");

                                    RECITALS

     A. The Company was formed on August 13, 1998 by an authorized  person under
Section 18-201 of the Delaware  Limited  Liability  Company Act (as amended from
time to time, the "Act").

     B.  Effective  October 1, 2003,  the  Member  holds 100% of the  membership
interest in the  Company,  as approved  and adopted by the board of directors of
the Member on September 22, 2003.

     C. The  Member now  desires  to amend and  restate  the  Company's  Limited
Liability Company Agreement,  in accordance with Section 14.1 thereof, as to the
affairs of the Company  and the conduct of its  business,  by the  approval  and
adoption of this Amended and Restated Limited  Liability  Company of the Company
Agreement,  authorized by written consent of the Member, effective as of January
1, 2004.

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section 2.1 Company Name. The name of the Company is "Cinergy  Solutions of
St. Paul,  LLC." The business of the Company may be  conducted  upon  compliance
with all applicable laws under any other name designated by the Member(s).

     Section 2.2 Registered Office; Registered Agent.

     (a)  The  Company  shall  maintain  a  registered  office  in the  State of
          Delaware  at,  and the name and  address of the  Company's  registered
          agent in the State of  Delaware  is, The  Corporation  Trust  Company,
          Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

     (b)  The  business  address  of the  Company  is 139  East  Fourth  Street,
          Cincinnati,  Ohio,  45202,  or such other  place as the  Member  shall
          designate.

     Section  2.3  Nature of  Business  Permitted;  Powers.  The  purpose of the
Company is to engage in any activity for which limited  liability  companies may
be  organized  in the State of  Delaware.  The  Company  shall  possess  and may
exercise all of the powers and privileges granted by the Act or by any other law
or by this Agreement,  together with any powers  incidental  thereto,  so far as
such powers and privileges are necessary or convenient to the conduct, promotion
or attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the Company and,  subject to applicable law and this  Agreement,  shall have the
same rights and  obligations  with respect to any such matter as a person who is
not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

     Section 2.6  Effective  Date.  It is the  intention of the Member that this
Agreement be effective as of January 1, 2004.

                                   ARTICLE III

                                    Member(s)

     Section 3.1 Admission of Member(s).

     (a)  Simultaneously  with the effectiveness of this Agreement in accordance
          with Section 2.6 hereof,  Cinergy Solutions  Holding Company,  Inc. is
          admitted as the sole Member of the Company in respect of the  Interest
          (as hereinafter defined) being acquired hereunder.

     (b)  Additional  Members  may  only be  admitted  to the  Company  upon the
          consent of all Members, which consent may be evidenced by, among other
          things,  the  execution  of  an  amendment  to,  or an  amendment  and
          restatement of this Agreement.

     Section 3.2 Interest.

     (a)  The Company  shall be  authorized  to issue a single  class of Limited
          Liability  Company  Interest  (as defined in the Act,  the  membership
          "Interest") that shall not be certificated,  and shall include any and
          all  benefits to which the holder of such  Interest may be entitled in
          this Agreement, together with all obligations of such person to comply
          with the terms and provisions of this Agreement.

     (b)  In the  event  that  there is more  than  one  member,  each  member's
          Interest in the Company  shall be expressed  as a percentage  equal to
          the ratio on any date of such member's  capital  contributions on such
          date to the  aggregate  capital  contributions  of all members on such
          date, (as to any member,  his or its  "Percentage  Interest").  In the
          event there shall only be one member, its "Percentage  Interest" shall
          be 100% for purposes of this Agreement.

     Section 3.3 Liability of Member(s).

     (a)  All debts, obligations and liabilities of the Company, whether arising
          in contract, tort or otherwise, shall be solely the debts, obligations
          and  liabilities  of the  Company,  and no member  shall be  obligated
          personally  for any such debt,  obligation or liability of the Company
          solely by reason of being a member.

     (b)  Except as otherwise expressly required by law, a member shall not have
          any  liability  in excess of (i) the amount of its  aggregate  capital
          contributions  to the  Company,  (ii)  its  share  of any  assets  and
          undistributed  profits of the Company,  (iii) its  obligation  to make
          other payments,  if any,  expressly  provided for in this Agreement or
          any  amendment  hereto  and  (iv)  the  amount  of  any  distributions
          wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

     (a)  Any member  shall have the right to obtain from the Company  from time
          to time upon reasonable demand for any purpose  reasonably  related to
          the member's  interest as a member of the Company,  the  documents and
          other information described in Section 18-305(a) of the Act.

     (b)  Any  demand  by a member  pursuant  to this  Section  3.4  shall be in
          writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

     (a)  Meetings of the member(s) may be called at any time by any member.

     (b)  Except as  otherwise  provided by law, (i) if there shall be more than
          one member of the Company,  a majority in Percentage  Interests of the
          Company,  entitled to vote at the meeting shall constitute a quorum at
          all meetings of the member(s), so long as at least one duly authorized
          representative of each member is in attendance at such meetings of the
          members,  or (ii) if there shall only be one member, such member shall
          constitute a quorum.

     (c)  Any action required to or which may be taken at a meeting of member(s)
          may be taken  without a meeting,  without  prior  notice and without a
          vote, if a consent or consents in writing, setting forth the action so
          taken, shall be signed by all member(s).  Any such written consent may
          be executed in two or more counterparts, each of which shall be deemed
          to be an original,  but all of which shall constitute one and the same
          document.

     (d)  Regular  meetings of the  member(s)  shall be held at least  annually.
          Member(s)  may  participate  in  a  meeting  by  means  of  conference
          telephone  or similar  communications  equipment by means of which all
          persons  participating  in  the  meeting  can  hear  each  other,  and
          participation in a meeting by such means shall constitute  presence in
          person at such meeting.

     Section  3.6 Vote.  Except as  specifically  set forth  herein,  any matter
requiring  the vote of the members  shall  require  (including  for  purposes of
actions  taken by the  members in order to manage the  Company  as  provided  in
Article IV hereof) a majority in Percentage Interests of the members in order to
constitute the act of the members.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such  times as the  member(s)  may from time to time  determine.  Written
notice  of the time,  place,  and  purpose  of such  meeting  shall be served by
registered or certified prepaid, first class mail, via overnight courier using a
nationally  reputable courier, or by fax or cable, upon each member and shall be
given at least two (2) business days prior to the time of the meeting. No notice
of a meeting need be given to any member if a written waiver of notice, executed
before or after the meeting by such member thereunto duly  authorized,  is filed
with the  records  of the  meeting,  or to any member who  attends  the  meeting
without  protesting  prior thereto or at its  commencement the lack of notice to
him or her. A waiver of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the Member, or, if additional  members are admitted,  the member(s) may
delegate  any of its or their  powers to  officers  of the  Company  pursuant to
Section 4.2 hereof, or otherwise to committees  consisting of persons who may or
may not be member(s).  Every officer or committee  shall, in the exercise of the
power so delegated,  comply with any restrictions that may be imposed on them by
the member(s) and this Agreement.

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member,  or, if  additional  members are admitted,  the members,  who shall have
full,  exclusive and complete  discretion to manage and control the business and
affairs of the Company, to make all decisions affecting the business and affairs
of the Company and to take all such actions as it deems necessary or appropriate
to  accomplish  the purposes of the Company as set forth  herein.  The Member or
members shall serve  without  compensation  from the Company,  and the Member or
members shall bear the cost of participation in meetings and other activities of
the Company.

     Section 4.2 Officers.

     (a)  Election,  Term of Office.  Pursuant to Section 3.8 hereof, the Member
          hereby creates the offices and delegates to the officers  described in
          this Section 4.2, the duties set forth herein.  The officers  shall be
          elected by the member(s).  Except as provided in paragraphs (b) or (c)
          of this Section 4.2, each elected  officer shall hold office until his
          or her  successor  shall  have  been  chosen  and  qualified.  Any two
          offices, except those of the President and the Secretary,  may be held
          by the same  person,  but no officer  shall  execute,  acknowledge  or
          verify any instrument in more than one capacity if such  instrument is
          required by law or this  Agreement  to be  executed,  acknowledged  or
          verified by any two or more officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by delivering a written resignation to the member(s).  Unless
          otherwise  specified therein,  such resignation shall take effect upon
          delivery. Any officer may be removed from office with or without cause
          by either the member(s) or the President.

     (c)  Vacancies and Newly Created Offices. If any vacancy shall occur in any
          office by reason of death, resignation,  removal,  disqualification or
          other cause, or if any new office shall be created,  such vacancies or
          newly  created  offices  may be filled by the  President,  subject  to
          approval and election by the member(s).

     (d)  Conduct of Business.  Subject to the provisions of this Agreement, the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner  consistent with this Agreement and with directions which may
          be given from time to time by the member(s).

     (e)  President.  Subject to the further  directives of the  member(s),  the
          President shall have general and active  management of the business of
          the Company  subject to the  supervision of the  member(s),  shall see
          that all orders and  resolutions  of the  member(s)  are carried  into
          effect and shall have such  additional  powers  and  authority  as are
          specified by the provisions of this Agreement.

     (f)  Secretary.  The  Secretary  shall attend all meetings of the member(s)
          and record all the  proceedings  of the meetings and all actions taken
          thereat in a book to be kept for that  purpose and shall  perform like
          duties for the standing committees when required.  The Secretary shall
          give, or cause to be given,  notice of all meetings of the  member(s),
          and  shall  perform  such  other  duties as may be  prescribed  by the
          member(s) or the President.  The Assistant Secretary, if there be one,
          shall,  in  the  absence  of the  Secretary  or in  the  event  of the
          Secretary's  inability  to act,  perform the duties and  exercise  the
          powers of the  Secretary  and shall perform such other duties and have
          such other powers as the member(s) may from time to time prescribe.

     (g)  Other Officers. The member(s) from time to time may appoint such other
          officers or agents as it may deem  advisable,  each of whom shall have
          such  title,  hold office for such  period,  have such  authority  and
          perform  such  duties  as the  member(s)  may  determine  in its  sole
          discretion.  The  member(s)  from time to time may  delegate to one or
          more  officers  or agents the power to appoint  any such  officers  or
          agents  and  prescribe  their  respective  rights,  terms  of  office,
          authorities and duties.

     (h)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this  Agreement  and/or  delegated  to them by the
          member(s),  are agents and  managers of the Company for the purpose of
          the  Company's  business,  and the  actions of the  officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and authority of the member(s) or
officers herein set forth.

     Section 4.4 Expenses.  Except as otherwise provided in this Agreement,  the
Company shall be responsible  for and shall pay all expenses out of funds of the
Company  determined by the member(s) to be available for such purpose,  provided
that such  expenses  are those of the Company or are  otherwise  incurred by the
member(s) in connection with this Agreement, including, without limitation:

     (a)  all  expenses  related to the  business of the Company and all routine
          administrative  expenses of the Company,  including the maintenance of
          books and records of the Company,  the preparation and dispatch to any
          member(s)  of checks,  financial  reports,  tax  returns  and  notices
          required  pursuant to this Agreement or in connection with the holding
          of any meetings of the member(s);

     (b)  All expenses incurred in connection with any litigation or arbitration
          involving the Company  (including  the cost of any  investigation  and
          preparation)  and the amount of any  judgment  or  settlement  paid in
          connection therewith;

     (c)  all expenses for indemnity or  contribution  payable by the Company to
          any person;

     (d)  all expenses incurred in connection with the collection of amounts due
          to the Company from any person;

     (e)  all expenses incurred in connection with the preparation of amendments
          to this Agreement; and

     (f)  expenses incurred in connection with the liquidation,  dissolution and
          winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section 5.1 Form of Contribution.

     (a)  The  contribution  of a  member  to the  Company  must  be in  cash or
          property,  provided  that  if  there  is more  than  one  member,  all
          member(s) must consent in writing to contributions of property. To the
          extent there is more than one member,  additional contributions in the
          same  proportion  shall  be  made  by each  member,  except  as may be
          approved  by  all  member(s).  No  member  is  required  to  make  any
          contribution  of  property  or money to the  Company  in excess of the
          property or money it has agreed to contribute to the Company.

     (b)  At any time that  there is more  than one  member,  a capital  account
          shall be  maintained  for each  member,  to  which  contributions  and
          profits shall be credited and against which  distributions  and losses
          shall  be  charged.  Such  capital  accounts  shall be  maintained  in
          accordance  with  the  tax  accounting  principles  prescribed  by the
          Treasury Regulations (the "Allocation  Regulations") promulgated under
          Section 704 of the  Internal  Revenue  Code of 1986,  as amended  (the
          "Code"), so that the tax allocations provided in this Agreement shall,
          to the extent possible,  satisfy the "alternate  economic effect test"
          within the meaning of the Allocation Regulations.

     Section 5.2 Allocation of Profits and Losses. The profits and losses of the
Company shall be allocated  entirely to the Member or, if  additional  member(s)
are  admitted,  the  member(s)  in  proportion  to their  respective  Percentage
Interests.

     Section  5.3  Distributions.  The  distributions  of the  Company  shall be
distributed entirely to the Member or, if additional member(s) are admitted, the
member(s) in proportion to their respective Percentage Interests.

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-504 of the Act, a member may be  compelled  to accept  distributions  in-kind
from the Company.

                                   ARTICLE VII

                Assignment of Limited Liability Company Interests

     Section 7.1 Assignment of Limited Liability Company Interests. Interests in
the Company may be assignable  and  transferable.  Any  transferee  shall not be
admitted as a member unless and until the  transferee has executed a counterpart
of this Agreement and members then admitted consent unanimously to the admission
of the transferee.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Dissolution.  The Company shall dissolve, and its affairs shall
be wound up, upon the earliest to occur of (i) the consent of the Member, or, if
additional  member(s) are admitted,  the unanimous  consent of the members,  and
(ii) an event of dissolution of the Company under the Act.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution of the Company) and shall also have the right to act as or appoint a
liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of
the Company,  the assets shall be distributed in the manner  provided in Section
18-804 of the Act.

                                   ARTICLE IX

                              Tax Characterization

     Section 9.1 Tax  Treatment.  Until such time as the Company shall have more
than  one  member,  it is the  intention  of the  Member  that  the  Company  be
disregarded  for  federal  and all  relevant  state  tax  purposes  and that the
activities  of the  Company  be deemed to be  activities  of the Member for such
purposes. In the event that that the Company shall have more than one member, it
is the intention of the members that the Company be taxed as a  partnership  for
federal and all relevant  state tax  purposes.  All  provisions of the Company's
Amended Certificate of Formation and this Agreement are to be construed so as to
preserve that tax status. The Company shall timely make all necessary  elections
and  filings for  federal,  state,  and local tax  purposes  to  accomplish  the
foregoing objective.

     Section  9.2 Form  K-1.  After  the end of each  Fiscal  Year for which the
Company  shall  have more  than one  member,  the  member(s)  shall  cause to be
prepared and  transmitted,  as promptly as possible,  and in any event within 90
days of the close of such  Fiscal  Year,  a federal  income tax Form K-1 and any
required similar state income tax form for each member.

     Section 9.3 Company Tax Returns. The Member, or if additional member(s) are
admitted,  the  member(s)  shall cause to be prepared  and timely  filed all tax
returns  required to be filed for the Company.  The Member or the  member(s) (as
the case may be) may, in their sole discretion,  make or refrain from making any
federal,  state or local income or other tax  elections  for the Company that it
deems  necessary or  advisable;  provided that if there is more than one member,
the prior written  consent of all the  member(s)  shall be required in order for
the Company to make an election pursuant to Section 754 of the Code.

                                    ARTICLE X

                         Exculpation and Indemnification

     Section 10.1  Exculpation.  Notwithstanding  any other  provisions  of this
Agreement,  whether  express  or  implied,  or  obligation  or duty at law or in
equity,  any  member,  or  any  officers,  directors,  stockholders,   partners,
employees,  representatives or agents of any of the foregoing,  nor any officer,
employee,  representative,  manager  or  agent  of  the  Company  or  any of its
affiliates  (individually,  a "Covered  Person" and  collectively,  the "Covered
Persons")  shall be liable to the  Company  or any other  person  for any act or
omission (in relation to the Company,  this Agreement,  any related  document or
any transaction or investment  contemplated  hereby or thereby) taken or omitted
in good faith by a Covered Person and in the reasonable  belief that such act or
omission is in or is not  contrary to the best  interests  of the Company and is
within the scope of authority  granted to such Covered Person by this Agreement,
provided  that  such  act  or  omission  does  not  constitute  fraud,   willful
misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs,  assigns and legal  successors,  or nominees or  representatives,  of the
Member or, if additional  member(s)  are admitted,  the member(s) and (b) may be
executed  in  several  counterparts  with  the  same  effect  as if the  parties
executing the several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.  This Agreement shall be governed
by and  construed in accordance  with the laws of the State of Delaware  without
giving effect to the principles of conflict of laws thereof. In particular, this
Agreement  shall be construed to the maximum extent  possible to comply with all
the terms and conditions of the Act. If, nevertheless, it shall be determined by
a court  of  competent  jurisdiction  that any  provisions  or  wording  of this
Agreement shall be invalid or  unenforceable  under the Act or other  applicable
law,  such  invalidity  or  unenforceability  shall not  invalidate  the  entire
Agreement  and this  Agreement  shall be  construed  so as to limit  any term or
provision  so as to make it  enforceable  or valid  within the  requirements  of
applicable law, and, in the event such term or provisions  cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable terms or
provisions.  If it shall be determined by a court of competent jurisdiction that
any provisions  relating to the  distributions and allocations of the Company or
to any  expenses  payable by the  Company  are  invalid or  unenforceable,  this
Agreement  shall be construed or interpreted so as (i) to make it enforceable or
valid and (ii) to make the distributions  and allocations as closely  equivalent
to those set forth in this Agreement as is permissible under applicable law.

     Section  11.4  Filings.  Following  the  execution  and  delivery  of  this
Agreement,  the Member  shall  prepare  or cause to be  prepared  any  documents
required to be filed and recorded  under the Act, and the Member shall  promptly
cause each such document  required to be filed and recorded in  accordance  with
the Act and, to the extent  required  by local law, to be filed and  recorded or
notice thereof to be published in the appropriate  place in each jurisdiction in
which the Company may hereafter establish a place of business.  The Member shall
also  promptly  cause to be filed,  recorded and  published  such  statements of
fictitious  business  name and any other  notices,  certificates,  statements or
other instruments  required by any provision of any applicable law of the United
States or any state or other  jurisdiction  which  governs  the  conduct  of its
business from time to time.

     Section  11.5  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define  or  limit  the  scope or  intent  of this  Agreement  or any
provision hereof.

     Section 11.6 Further Assurances.  Each member agrees to perform all further
acts and execute,  acknowledge  and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.

     Section 11.7 Notices. All notices, requests and other communications to any
member shall be in writing  (including  telecopier or similar writing) and shall
be given to such member (and any other person  designated by such member) at its
address or telecopier  number set forth in a schedule  filed with the records of
the  Company  or such  other  address or  telecopier  number as such  member may
hereafter specify for the purpose by notice. Each such notice,  request or other
communication shall be effective (a) if given by telecopier, when transmitted to
the number specified  pursuant to this Section and the appropriate  confirmation
is  received,  (b) if given  by  mail,  72 hours  after  such  communication  is
deposited in the mails with first class postage prepaid, addressed as aforesaid,
or (c) if given by any other  means,  when  delivered  at the address  specified
pursuant to this Section.

     Section 11.8 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.


     IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Agreement  to be
executed as of the date first above written.


                                       Cinergy Solutions Holding Company, Inc.



                                        By:  /s/ Michael J. Cyrus
                                             --------------------
                                              Michael J. Cyrus
                                                President

EX-99

                             THE COMPANIES ACT 1985

                            COMPANY LIMITED BY SHARES

                     MEMORANDUM AND ARTICLES OF ASSOCIATION

                                       OF

                              EPR ELY POWER LIMITED


1.   The name of the Company is EPR ELY POWER LIMITED.

2.   The registered office of the Company will be situate in England and Wales.

3.   The objects for which the Company is established are:-

(A)  To carry on the  business of a holding  company in all its  branches and to
     coordinate  the policy and  administration  of any subsidiary  company;  to
     carry  on,  participate  in,  undertake  and  perform  all  or  any  of the
     businesses  of general  merchants  and  traders,  cash and credit  traders,
     manufacturers'   agents  and   representatives,   insurance   brokers   and
     consultants,  estate  and  advertising  agents  and  contractors,  mortgage
     brokers,  financial agents,  advisers,  managers and  administrators,  hire
     purchase and general  financiers,  brokers and agents,  commission  agents,
     marketing and business  consultants,  general  storekeepers,  warehousemen,
     discount traders, mail order specialists,  railway, shipping and forwarding
     agents,  shippers,  traders,  capitalists  and  financiers  either  on  the
     Company's own account or otherwise,  printers and  publishers;  haulage and
     transport contractors, garage proprietors, operators, hirers and letters on
     hire of, and dealers in motor and other vehicles,  craft, plant, machinery,
     tools and equipment of all kinds,  importers and exporters,  manufacturers,
     retailers,  wholesalers, buyers, sellers, distributors and shippers of, and
     dealers in all products,  goods,  wares,  merchandise  and produce of every
     description, to participate in, undertake,  perform and carry on all or any
     kinds of  commercial,  industrial,  trading and  financial  operations  and
     enterprises;  to purchase or otherwise acquire and take over any businesses
     or undertakings  which may be deemed expedient,  or to become interested in
     and to  carry  on or  dispose  of,  remove  or put  an end to the  same  or
     otherwise deal with any such  businesses or  undertakings as may be thought
     desirable.

(B)  To carry on any other  business  or trade which in the opinion of the Board
     of Directors may be conveniently or advantageously carried on in connection
     with  or as  ancillary  to any of the  above  businesses  or be  calculated
     directly or indirectly to enhance the value of or render  profitable any of
     the property of the Company or to further any of its objects.

(C)  To purchase,  take  options  over,  take on lease or in  exchange,  hire or
     otherwise  acquire  and hold for any  estate  or  interest  whatsoever  any
     movable  or  immovable   property,   whether  tangible  or  intangible  and
     wheresoever  situate,  which the Board of Directors may think  necessary or
     convenient for the purposes of the business of the Company, and to improve,
     manage,  construct,  repair,  develop,  exchange, let on lease or otherwise
     deal with all or any part of the property and rights of the Company.

(D)  To build, construct, maintain, develop, alter, enlarge, improve, pull down,
     remove or replace any buildings, works, roads, railways, tramways, sidings,
     bridges,   reservoirs,   shops,  stores,  factories,  plant  and  machinery
     necessary  or  convenient  for the business of the Company and to join with
     any person, firm or company in doing any of the things aforesaid.

(E)  To borrow or raise or secure the repayment of moneys raised or borrowed for
     the  purposes of or in  connection  with the business of the Company in any
     manner  and in  particular  to issue  and  deposit  any  mortgage,  charge,
     standard security, lien or other security upon the whole or any part of the
     Company's  undertaking,  property  or assets  (whether  present  or future)
     including its uncalled capital (if any) and to issue at par or at a premium
     or  discount,  and for such  consideration  and with  and  subject  to such
     rights, powers, privileges and conditions as may be thought fit, debentures
     or debenture  stock,  either  permanent or  redeemable  or  repayable,  and
     collaterally  or further to secure any securities of the Company by a trust
     deed or other assurance.

(F)  To issue and deposit any securities which the Company has power to issue by
     way of  mortgage  to secure  any sum less than the  nominal  amount of such
     securities and also by way of security or guarantee for the  performance by
     the Company or any other person firm or company  having  dealings  with the
     Company or in whose  business or  undertakings  the  Company is  interested
     whether  directly or  indirectly  of any contract or  liability  undertaken
     thereby or which may become binding thereon as the case may be.

(G)  To lend  and  advance  money  or give  credit  on such  terms  as may  seem
     expedient and with or without  security to customers  and others,  to enter
     into  guarantees,  contracts of indemnity and  suretyships of all kinds, to
     receive money on deposit or loan upon any terms, to secure or guarantee the
     payment of any sums of money or the  performance  of any  obligation by any
     company, firm or person including any holding company, subsidiary or fellow
     subsidiary  company in any  manner,  and  generally  to act as bankers  for
     customers and others.

(H)  To receive  money on deposit  or loan upon such  terms as the  Company  may
     approve,  and to give guarantees or become security for the obligations and
     contracts of any person,  firm or company  including  the  obligations  and
     contracts of customers.

(I)  To invest and deal with the moneys of the Company not immediately  required
     for the purpose of its business in or upon such  investments and securities
     and in such manner as may from time to time be considered expedient.

(J)  To acquire or undertake  the whole or any part of the  business,  goodwill,
     property,  assets and liabilities of any person,  firm, or company carrying
     on or  proposing  to carry on any of the  businesses  which the  Company is
     authorised to carry on or which can be carried on in conjunction  therewith
     or which are capable of being  conducted  so as directly or  indirectly  to
     benefit the Company.

(K)  To apply for and take out,  register,  purchase,  or by other means acquire
     and protect,  prolong and renew, whether in the United Kingdom or elsewhere
     any patents, patent rights, brevets d'invention, licences, secret processes
     or information,  trade marks,  designs,  protections and concessions and to
     disclaim,  alter,  modify, use and turn to account and to manufacture under
     or grant licences or privileges in respect of the same whether exclusive or
     non-exclusive,  and to expend  money in  experimenting  upon,  testing  and
     improving  any patents,  inventions or rights which the Company may acquire
     or propose to acquire.

(L)  To draw, make,  accept,  endorse,  discount,  negotiate,  execute and issue
     cheques,  bills of  exchange,  promissory  notes,  bills of lading,  scrip,
     warrants, debentures and other negotiable or transferable instruments.

(M)  To apply for, promote, and obtain any Act of Parliament,  order, or licence
     of the  Department of Trade or other  authority for enabling the Company to
     carry any of its objects into effect or for effecting any  modification  of
     the  Company's  constitution,  or for any  other  purpose  which  may  seem
     calculated directly or indirectly to promote the Company's  interests,  and
     to  oppose  any  proceedings  or  applications  which  may seem  calculated
     directly or indirectly to prejudice the Company's interests.

(N)  To enter  any  arrangements  with any  government  or  authority  (supreme,
     municipal,  local,  or otherwise) that may seem conducive to the attainment
     of the  Company's  objects  or any of  them,  and to  obtain  from any such
     government  or authority  any  charters,  decrees,  rights,  privileges  or
     concessions  which  the  Company  may  think  desirable  and to carry  out,
     exercise, and comply with any such charters,  decrees, rights,  privileges,
     and concessions.

(O)  To enter into any partnerships or joint-purchase arrangement or arrangement
     for sharing profits,  union of interests or co-operation  with any company,
     firm or person carrying on or proposing to carry on any business which this
     Company is authorised to carry on or any business or transaction capable of
     being conducted so as directly or indirectly to benefit the Company, and to
     acquire and hold, sell, deal with or dispose of shares, stock or securities
     of any such  company,  firm or person and to  guarantee  the  contracts  or
     liabilities of, or the payment of the dividends, interest or capital of any
     shares,  stock or  securities  of and to subsidise or otherwise  assist any
     such.

(P)  To control, manage, finance, subsidise, co-ordinate or otherwise assist any
     company  or  companies  in  which  the  Company  has a direct  or  indirect
     financial  interest,  to provide  secretarial,  administrative,  technical,
     commercial  and other  services  and  facilities  of all kinds for any such
     company or companies and to make payments by way of subvention or otherwise
     and any other  arrangements  which may seem  desirable  in  respect  of any
     business or  operations  of or generally in relation to any such company or
     companies.

(Q)  To  subscribe  for,  take,  purchase or  otherwise  acquire and hold shares
     stocks,  debentures,  debenture  stocks,  bonds  or other  interests  in or
     securities  of any  other  company  having  objects  altogether  or in part
     similar to those of the  Company or  carrying  on any  business  capable of
     being  carried on so as  directly or  indirectly  to benefit the Company or
     enhance the value of any of its property and to co-  ordinate,  finance and
     manage the  business  and  operations  of any  company in which the Company
     holds any such interest.

(R)  To  establish  finance or promote or concur in  establishing  financing  or
     promoting  any other  company for the purpose of acquiring the whole or any
     part of the business or property or undertaking  or any of the  liabilities
     of the Company,  or of  undertaking  any business or  operations  which may
     directly or indirectly appear likely to assist or benefit the Company or to
     enhance the value of any  property or business of the Company and to issue,
     place,  underwrite or guarantee the subscription of, or concur or assist in
     the issuing or placing,  underwriting or guaranteeing  the  subscription of
     shares,  debentures,  debenture stock,  bonds, stocks and securities of any
     company,  whether limited or unlimited or incorporated by Act of Parliament
     or  otherwise,  at such  times and upon such  terms  and  conditions  as to
     remuneration  and otherwise as may be agreed upon and to hold or dispose of
     such  shares or  securities  or  guarantee  the  payment of the  dividends,
     interest or capital of any such shares or securities issued by or any other
     obligations of any such company.

(S)  To sell, exchange,  lease, licence, turn to account or otherwise dispose of
     the  whole or any  part of the  business  property  or  undertaking  of the
     Company,  either  together or in portions  and to accept  payment  therefor
     either in cash, by instalments or otherwise,  or in fully or partly paid-up
     shares of any company or corporation  formed or to be formed for purchasing
     the same (with or  without  deferred  or  preferred  or  special  rights or
     restrictions  in respect  of  dividend,  repayment  of  capital,  voting or
     otherwise)  or in debentures  or mortgage  debentures  or debenture  stock,
     mortgages or other securities of any such company or corporation, or partly
     in one mode and  partly in  another,  and  generally  on such  terms as the
     Company may determine,  and to hold,  dispose of or otherwise deal with any
     shares, stock or securities so acquired.

(T)  To the extent permitted by law to give financial assistance for the purpose
     of the  acquisition of shares of the Company or of any company of which the
     Company is a subsidiary  and for the purpose of reducing or  discharging  a
     liability  incurred for the purpose of such an acquisition and to give such
     assistance by means of a gift, loan or guarantee,  indemnity, the provision
     of security or otherwise.

(U)  To remunerate any person, firm or company rendering services to the Company
     either  by cash  payment  or by the  allotment  to him or them of shares or
     other  securities of the Company  credited as paid up in full or in part or
     otherwise as may be thought expedient.

(V)  To pay all or any  expenses  incurred  in  connection  with the  promotion,
     formation and  incorporation  of the Company,  or of any company  formed or
     promoted by the Company

     or to contract with any person, firm or company to pay the same, and to pay
     commissions  to brokers and others for  underwriting,  placing,  selling or
     guaranteeing  the  subscription  of any shares or other  securities  of the
     Company.

(W)  To support or subscribe to any charitable, benevolent or useful object of a
     public   character  and  to   establish,   support  and  subscribe  to  any
     association,  institution,  society,  fund  or  club  which  may be for the
     benefit  of the  Company  or its  Directors,  ex-Directors,  employees,  or
     ex-employees  or may be connected  with any town or place where the Company
     carries on  business;  to give or award  pensions,  annuities,  gratuities,
     bonuses and  superannuation  or other  allowances or benefits or charitable
     aid and generally to provide  advantages,  facilities  and services for any
     persons who are or have been Directors of, or who are or have been employed
     by, or who are serving or have served the Company,  or of any company which
     is a subsidiary  of the Company or the holding  company of the Company or a
     fellow  subsidiary  of the Company or the  predecessors  in business of the
     Company or of any such subsidiary, holding or fellow subsidiary company and
     to the wives,  widows,  children and other relatives and dependants of such
     persons; to make payments towards insurance for the benefit of such persons
     as aforesaid;  and to set up, establish support and maintain superannuation
     and other funds or schemes (whether  contributory or non-contributory)  for
     the benefit of any of such persons and of their wives, widows, children and
     other  relatives  and  dependants;  and to set up,  establish,  support and
     maintain  profit  sharing,  share purchase and share option schemes for the
     benefit of any of the  employees or Directors of the Company or of any such
     subsidiary,  holding or fellow subsidiary  company and to lend money to any
     such employees or to trustees on their behalf to enable any such schemes to
     be established or maintained.

(X)  To distribute  among the members in specie any property of the Company,  or
     any proceeds of sale or disposal of any  property of the  Company,  and for
     such purpose to distinguish and separate  capital  profits,  but so that no
     distribution  amounting  to a reduction  of capital be made except with the
     sanction (if any) for the time being required by law.

(Y)  To procure the Company to be  registered  or  recognised in any part of the
     world and to do all or any of the things or matters  aforesaid  in any part
     of the  world and  either as  principals,  agents,  trustees,  contractors,
     sub-contractors   or  otherwise,   and  by  or  through  agents,   brokers,
     sub-contractors,  trustees or otherwise and either alone or in  conjunction
     with others.

(Z)  To do all such  things  as may be deemed  incidental  or  conducive  to the
     attainment of the Company's objects or any of them.

     The  objects  set  forth in each  sub-clause  of this  Clause  shall not be
     restrictively  construed  but the  widest  interpretations  shall  be given
     thereto,  and they  shall  not,  except  where  the  context  expressly  so
     requires,  be in any way limited or restricted by reference to or inference
     from any other object or objects set forth in such  sub-clause  or from the
     terms of any other sub-clause or from the name of the Company. None of such
     sub-clauses  or the  object or  objects  therein  specified  or the  powers
     thereby conferred shall be deemed subsidiary or ancillary to the objects or
     powers  mentioned in any other  sub-clause,  but the Company  shall have as
     full a  power  to  exercise  all or any  of the  objects  conferred  by and
     provided in each of the said  sub-clauses as if each  sub-clause  contained
     the  objects of a separate  company.  The word  "company"  in this  Clause,
     except where used in  reference to the Company,  shall be deemed to include
     any  partnership  or  other  body  of  persons,   whether  incorporated  or
     unincorporated and whether domiciled in the United Kingdom or elsewhere.

4.   The liability of the members is limited.

5.   The share capital of the Company is £7,714,286 divided into 7,714,286
     shares of £1 each.

We, the several persons whose names and addresses are  subscribed,  are desirous
of being formed into a Company in pursuance of this  Memorandum of  Association,
and we  respectively  agree to take the  number of shares in the  capital of the
Company        set         opposite        our         respective         names.
___________________________________________________

Names, addresses and descriptions                  Number of Shares agreed
Subscribers                                        to be taken by each
                                                   Subscriber
___________________________________________________

Rachelle Sellek                                    One
Fitzalan House
Fitzalan Road
Cardiff
CF2 1XZ

Solicitor

Yu-Ho Cheung                                       One
Fitzalan House
Fitzalan Road
Cardiff
CF2 1XZ

Solicitor

Dated the 26th day of June 1998


Witness to the above signatures:-

                                                   Dawn Gillard
                                                   Fitzalan House
                                                   Fitzalan Road
                                                   Cardiff
                                                   CF2 1XZ
                                                   Secretary



                             The Companies Act 1985

                        PRIVATE COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       of

                              EPR ELY POWER LIMITED

1    Preliminary

     The  regulations  contained  in Table A in the  Schedule  to the  Companies
     (Tables A to F) Regulations  1985 in force at the time of adoption of these
     Articles (such Table being hereinafter called "Table A") shall apply to the
     Company save in so far as they are excluded or varied by these Articles and
     such  regulations  (save as so excluded or varied) and these Articles shall
     be the regulations of the Company.

2    Interpretation

     In  these  Articles  and in  Table A the  following  expressions  have  the
     following meanings unless inconsistent with the context:-

     "the Act"                The Companies Act 1985 including any statutory
                              modification or re-enactment thereof for the time
                              being in force

     "A" preference shares"   Together the "A1" preference shares and the "A2"
                              preference shares

     "A1" preference shares"  The "A1" redeemable preference shares of
                              £1.00 each

     "A2" preference shares"  The "A2" redeemable preference shares of
                              £1.00 each

     "these Articles"         These Articles of Association, whether as
                              originally adopted or as from time to time
                              altered by special resolution

     "B" preference shares"   The "B" redeemable preference shares of
                              £1.00 each

     "clear days"             In relation to the period of a notice means that
                              period excluding the day when the notice is given
                              or deemed to be given and the day for which it is
                              given or on which it is to take effect

     "the Completion Date"    The Completion Date as defined in the Equity
                              Contribution Agreement.

     "the Credit Agreement"   The Credit Agreement as defined in the Equity
                              Contribution Agreement

     "the directors"          The directors for the time being of the Company or
                              (as the context shall require) any of them acting
                              as the board of directors of the Company

     "Equity                  The equity contribution agreement entered into on
                              the Contribution Agreement" date of adoption of
                              these Articles in relation to shares in the
                              Company

     "executed"               Includes any mode of execution

     "the holder"             In relation to shares means the member whose name
                              is entered in the register of members as the
                              holder of the shares

     "office"                 The registered office of the Company

     "ordinary shares"        The ordinary shares of £1.00 each

     "preference shares"      Together the "A1" preference shares, the "A2"
                              preference shares and the "B" preference shares

                              "seal" The common seal of the Company (if any)

     "secretary"              The secretary of the Company or any other person
                              appointed to perform the duties of the secretary
                              of the Company, including a joint, assistant or
                              deputy secretary

     "share"                  Includes any interest in a share

     "the United Kingdom"     Great Britain and Northern Ireland.

     Unless the context otherwise  requires,  words or expressions  contained in
     these  Articles  and in  Table A bear the  same  meaning  as in the Act but
     excluding  any  statutory  modification  thereof  not in force  when  these
     Articles  become binding on the Company.  Regulation 1 of Table A shall not
     apply to the Company.

3    Share capital

     3.1  The authorised share capital of the Company at the time of adoption of
          these  Articles is £  7,714,286  divided into  714,286  ordinary
          shares,  1,500,000 "A1" preference  shares,  1,500,000 "A2" preference
          shares and 4,000,000 "B" preference shares.

     3.2  Save as may be  provided by  regulation  110 of Table A and subject to
          any  contrary  direction  given by the  Company in general  meeting by
          special  resolution  and save as  provided  in  Article  3.3 below all
          shares which are  comprised  in the  authorised  share  capital of the
          Company from time to time which the  directors  propose to issue shall
          first be offered, at par or at a premium and upon such other terms and
          conditions  as the  directors  may  determine,  to the members who are
          holders  of the same class of shares as those to be issued at the time
          of the offer in  proportion  to the number of the  existing  shares of
          that class held by them  respectively and at the same price. Each such
          offer shall be made by notice specifying the total number and class of
          shares being offered to the members  holding shares of that class as a
          whole, the  proportionate  entitlement of the member to whom the offer
          is made and the price per share and shall require each member to state
          in  writing  within a period  (not  being  less  than  fourteen  days)
          specified in the notice  whether he is willing to take any and, if so,
          what  maximum  number  of the  said  shares  up to  his  proportionate
          entitlement.  An offer, if not accepted within the period specified as
          regards  any shares,  will be deemed to be  declined as regards  those
          shares. After the expiration of such period, those shares so deemed to
          be declined shall be offered in proportion as aforesaid to the persons
          holding  shares of the same class who have,  within  the said  period,
          accepted all the shares  offered to them;  such further offer shall be
          made in like terms in the same  manner and limited by a like period as
          the original offer. Any shares not accepted  pursuant to such offer or
          further  offer  as  aforesaid  or not  capable  of  being  offered  as
          aforesaid  except by way of fractions shall not be issued.  Any shares
          released  from the  provisions  of this  Article  by any such  special
          resolution as aforesaid  shall be under the control of the  directors,
          who may allot,  grant options over or otherwise dispose of the same to
          such persons,  on such terms, and in such manner as they think fit. No
          share  shall be issued at a  discount  or  otherwise  in breach of the
          provisions of these Articles or of the Act.

     3.3  The  provisions  of  Article  3.2  shall  not  apply to the  issue and
          allotment of the ordinary shares and preference  shares in the Company
          expressly provided for in the Equity Contribution Agreement.

     3.4  Subject to any special rights conferred upon the holders of any shares
          or class of shares,  any share in the  Company  may be issued  with or
          have attached thereto such preferred, deferred or other special rights
          or such restrictions, whether in regard to dividend, voting, return of
          capital  or  otherwise  as  the  Company  may  by  special  resolution
          determine.

     3.5  Subject to the Act, any  preference  shares may be issued on the terms
          that they are, or at the option of the Company are to be liable, to be
          redeemed  on such  terms  and in such  manner  as the  Company  may by
          special resolution determine.

4    Rights of preference shares

     The rights attaching to the preference shares are as follows:-

     4.1  as regards capital:-

          on a return of capital on  liquidation  or otherwise the assets of the
          Company available for distribution  among the members shall be applied
          first in repaying to the  holders of the  preference  shares an amount
          equal to the par value of such shares but the preference  shares shall
          not  entitle  the  holders  thereof to any  further or other  right of
          participation in the assets of the Company;

     4.2  as regards redemption of the "A" preference shares:-

          the Company  shall  (subject to the  provisions of the Act) redeem the
          "A1"  preference  shares and the "A2"  preference  shares (which shall
          rank as one class of shares for the purposes of  redemption) at par in
          six  equal  half  yearly  installments  payable  in each of the  three
          following years commencing six months after the twelfth anniversary of
          the Completion  Date provided that where there is more than one holder
          of either class of "A" preference shares the shares of each such class
          to be redeemed  shall be redeemed in  proportion to the number of that
          class of "A" preference shares held by each such holder respectively.

     4.3  as regards redemption of the "B" preference shares:-

          the Company  shall  (subject to the  provisions of the Act) redeem the
          "B" preference shares at par in six equal annual installments  payable
          in each of the six years commencing on the seventh  anniversary of the
          Completion  Date  provided that where there is more than one holder of
          "B" preference  shares the "B" preference  shares shall be redeemed in
          proportion  to the number of "B"  preference  shares held by each such
          holder respectively.

     4.4  any notice of redemption  shall specify the class and number of shares
          to be redeemed,  the date fixed for  redemption and the place at which
          the  certificates  for such shares are to be presented for  redemption
          and upon such date each of the holders of the shares  concerned  shall
          be bound to deliver to the Company at such place the  certificates for
          such of the  preference  shares  concerned as are held by him in order
          that the same may be  cancelled.  Upon such delivery the Company shall
          pay to such holder (or,  in the case of joint  holders,  to the holder
          whose name stands first in the register in respect of such shares) the
          amount then due to him in respect of such redemption;

     4.5  notwithstanding  any other  provision of these  Articles,  each of the
          preference  shares not  previously  redeemed  shall be redeemed on the
          sixteenth  anniversary of the Completion Date or as soon thereafter as
          the Company shall be able to comply with the  provisions of the Act as
          to redemption at par, in accordance  with the foregoing  provisions of
          this Article 4 so far as the same are applicable;

     4.6  as  regards  dividends  the  profits  of  the  Company  available  for
          distribution  shall be used to pay dividends in the following order of
          priority:-

          4.6.1firstly in paying to the holders of the "B"  preference  shares a
               fixed dividend of 10.5% per annum accruing from 1 September 2000.
               Such  dividends  shall  be  paid  half-yearly  on or as  soon  as
               reasonably  practicable  after each record date being 28 February
               and 31 August in each year  provided  that if any such  dividends
               are not paid on the due date interest  shall accrue on the amount
               of the unpaid  dividends at the rate of 10.5% per annum  accruing
               on a daily basis from the date that such dividends were due to be
               paid  until  the date of  payment  (whether  before  or after any
               judgement);

          4.6.2secondly in paying to the holders of the ordinary  shares and the
               "A" preference  shares such amount as the directors may determine
               provided that:-

               4.6.2.1 there are no arrears of any dividends previously declared
                    or unpaid interest on any such dividends;

               4.6.2.2 the  ordinary  shares,  the "A1" and the "A2"  preference
                    shares  shall  subject to Article  4.6.2.3 rank as one class
                    for  the  purpose  of the  declaration  and  payment  of any
                    dividends;

               4.6.2.3 the directors  shall pay dividends on the "A2" preference
                    shares equal to three sevenths of such dividends as are paid
                    on the "A1" preference shares

               provided  always  that  the  payment  of any  dividends  shall be
               subject to the  restrictions  contained in the Credit  Agreement,
               the Inter-creditor  Deed (as defined in the Credit Agreement) and
               the Equity Contribution Agreement;

     4.7  as regards voting:-

               the  preference  shares  shall not carry any right to attend  and
               vote at general meetings of the Company.

5    Modification of class rights

     Subject  to the Act,  all or any of the  special  rights for the time being
     attached to any class of shares for the time being  issued may from time to
     time (whether or not the Company is being wound up) be altered or abrogated
     with the  consent  in  writing  of the  holders of not less than 75% of the
     issued  shares  of that  class or with  the  sanction  of an  extraordinary
     resolution  passed at a separate  general  meeting  of the  holders of such
     shares.  To any such  separate  general  meeting all the  provisions of the
     regulations  of the Company as to general  meetings  of the  Company  shall
     mutatis  mutandis  apply,  but so that the  necessary  quorum  shall be two
     persons at least holding or  representing by proxy not less than 75% of the
     issued  shares of the class.  If such  separate  meeting shall be adjourned
     owing to the absence of a quorum and if at the  adjourned  meeting a quorum
     shall not be present within  half-an-hour  from the time appointed for such
     adjourned  meeting  the holder or holders of shares of the class  concerned
     who are  present in person or by proxy  shall  constitute  a quorum.  Every
     holder of shares of the class  shall be  entitled on a poll to one vote for
     every such share held by him and any holder of shares of the class  present
     in person or by proxy may demand a poll.

6    Lien

     The Company  shall have a first and paramount  lien on all shares,  whether
     fully paid or not,  standing  registered in the name of any person indebted
     or under liability to the Company,  whether he shall be the sole registered
     holder thereof or shall be one of two or more joint holders, for all moneys
     presently  payable  by him or his estate to the  Company  whether or not in
     respect  of the  shares  in  question.  Regulation  8 of  Table A shall  be
     modified accordingly.

7    Calls on shares and forfeiture

     There shall be added at the end of the first  sentence of  regulation 18 of
     Table A, so as to  increase  the  liability  of any  member in  default  in
     respect of a call,  the words "and all expenses that may have been incurred
     by the Company by reason of such non-payment".

8    Transfer of shares

          8.A.1Where any  person is the  holder of shares in more than one class
               and he gives a transfer  notice  under  Article 8.1 in respect of
               shares in one of such classes (the "prime  transfer  notice") but
               not in  respect of shares in every  other  class of which he is a
               member,  he shall be deemed to have also given a transfer  notice
               (a  "secondary  transfer  notice")  in  respect of shares in each
               other class of shares of which he is a member  specifying in each
               such  secondary  transfer  notice as the number of shares in such
               class which he is willing to sell that number of shares  which is
               equal to the total  number of shares in that  class  held by such
               person  at the  date of  giving  the  secondary  transfer  notice
               reduced  by the same  proportion  (in  percentage  terms)  as the
               number of shares  specified  as being  available  for sale in the
               prime transfer notice bears to the total number of shares held by
               such  person at such  date in the  class of shares  which are the
               subject of the prime  transfer  notice.  For the  purposes of the
               following  provisions  of  this  Article  8  any  reference  to a
               transfer  notice  shall  mean a prime  transfer  notice  and each
               secondary transfer notice severally.

          8.A.2The directors  shall not register a transfer  pursuant to a prime
               transfer notice or a secondary transfer notice unless at the time
               of  transfer  of such  shares  such  purchasing  class  member or
               purchasing  member or third party  purchaser also acquired shares
               in each other  class of shares in respect of which the  proposing
               transferor  shall have given notice to the Company as required by
               Article 8.A.1,  the number of shares to be acquired in respect of
               each such class being that  properly  specified  in the  relevant
               transfer  notice given by the proposing  transferor in accordance
               with Article 8.A.1.

          8.A.3The  proposing  transferor  and the  purchasing  class  member or
               purchasing  member or third party purchaser and the Company shall
               each use their  respective  best  endeavours  to ensure  that the
               application  of the  provisions  of  Article 8 in  respect of the
               prime transfer notice and each secondary transfer notice shall be
               effected contemporaneously so far as practicable.  If a proposing
               transferor  gives a transfer notice in respect of shares which he
               holds in each  class  of  shares  of  which he is a class  member
               simultaneously  the  transfer  notice in respect of the  ordinary
               shares which he holds shall be deemed the prime transfer notice.

     8.1  Any person (hereinafter called "the proposing  transferor")  proposing
          to  transfer  any  shares of any class  shall  give  notice in writing
          (hereinafter  called "the  transfer  notice")  to the Company  that he
          desires to  transfer  the same and  specifying  the price per share at
          which he is willing to sell them. The transfer notice shall constitute
          the Company the agent of the proposing  transferor for the sale of all
          (but not some only) of the shares  comprised  in the  transfer  notice
          together  with all  rights  then  attached  thereto  to any  member or
          members  holding  shares of the same class as those  comprised  in the
          transfer notice and willing to purchase the same  (hereinafter  called
          "purchasing  class members") at the price specified  therein or at the
          fair value  determined in accordance with Article 8.3 (whichever shall
          be the  lower).  A  transfer  notice  shall not (save as  provided  in
          Article  8.3) be revocable  except with the sanction of the  directors
          and shall be  comprised  of one class of share  only so that  separate
          transfer  notices are  required in respect of  proposed  transfers  of
          separate classes of shares.

     8.2  The shares  comprised in any  transfer  notice shall be offered to the
          members  (other than the proposing  transferor)  holding shares of the
          same class as those  comprised  in the  transfer  notice  (hereinafter
          called  "class  members")  as  nearly as may be in  proportion  to the
          number of shares of the said class held by them respectively  provided
          that if at the date a  transfer  notice is given in  respect of either
          class of "A"  preference  shares  there is no  member  other  than the
          proposing  transferor  who  holds  shares  of the  same  class  of "A"
          preference  shares  comprised in the transfer notice then both classes
          of "A"  preference  shares  shall  rank as one class of shares for the
          purposes of this  Article  8.2.  Such offer shall be made by notice in
          writing  (hereinafter  called "the offer  notice")  within  seven days
          after the receipt by the  Company of the  transfer  notice.  The offer
          notice shall:-

          8.2.1state the identity of the  proposing  transferor,  the number and
               class of shares  comprised in the transfer  notice (in accordance
               with  Article  8.A.1)  and the price per share  specified  in the
               transfer  notice  and inform the class  members  that  shares are
               offered to them in accordance with the provisions of this Article
               8.2;

          8.2.2contain a  statement  to the effect  that the shares are  offered
               only in the  proportion  referred to in the  opening  sentence of
               this Article 8.2 ;

          8.2.3contain a statement  of the right of each class member to request
               a  certificate  of fair value under Article 8.3, the form of such
               statement  to be as near as  circumstances  permit to that of the
               first sentence of that Article;

          8.2.4contain a  statement  to the  effect  that each of the  shares in
               question  is being  offered to class  members at the lower of the
               price  specified in the transfer  notice and (if  applicable) its
               fair value certified in accordance with Article 8.3;

          8.2.5state the  period in which the offer may be  accepted  if no such
               certificate  of fair  value is  requested  (not  being  less than
               twenty-two days or more than forty-two days after the date of the
               offer notice); and

          8.2.6contain a statement to the effect that, if such a certificate  of
               fair  value  is  requested,   the  offer  will  remain  open  for
               acceptance  until  the  expiry  of  a  period  of  fourteen  days
               commencing on the date of the notice of the certified  fair value
               given to class  members  pursuant  to  Article  8.3 or until  the
               expiry of the period  referred to in Article  8.2.5  whichever is
               the later.

     For the purpose of this  Article an offer shall be deemed to be accepted on
     the day on which the  acceptance is received by the Company.  If any shares
     shall not be capable of being offered to the class members in proportion to
     their  existing  holdings,  except by way of  fractions  the same  shall be
     offered to the class members,  or some of them, in such  proportions as the
     directors may think fit.

     8.3  Any class  member may, not later than eight days after the date of the
          offer notice, serve on the Company a notice in writing requesting that
          the auditors for the time being of the Company  certify in writing the
          sum which in their  opinion  represents  the fair  value of each share
          comprised in the transfer notice as at the date of the transfer notice
          on the basis of a willing seller and a willing buyer.  If the auditors
          decline such  appointment at their  discretion then a person nominated
          by the  President  for the time being of the  Institute  of  Chartered
          Accountants  in the  country  of the  situation  of the  office on the
          application  of the  directors  or any  class  member on behalf of the
          Company shall be instructed to give such certificate and any following
          reference in these  Articles to the auditors  shall include any person
          so nominated.  Forthwith upon receipt of such notice the Company shall
          instruct  the  auditors  to  certify  as  aforesaid  and the  costs of
          producing such  certificate  shall be apportioned  among the proposing
          transferor  and the  purchasing  class members and borne by any one or
          more  of them as the  auditors  in  their  absolute  discretion  shall
          decide.  Subject as  provided  below in  certifying  the fair value as
          aforesaid:-

          8.3.1the auditors shall be entitled to obtain professional  valuations
               in respect of any of the Company's assets and shall be considered
               to be acting as experts and not as  arbitrators  or arbiters  and
               accordingly  any  provisions  of  law  or  statute   relating  to
               arbitration shall not apply; and

          8.3.2the auditors  shall value each share on the basis of the value of
               (i) the  Company as a going  concern at the date of the  transfer
               notice (after taking into account any contingent liability of the
               Company  for  taxation  on  unrealised   capital  gains  and  any
               contingent taxation); (ii) the right attaching to each such share
               including  without  limitation  in respect of accrued  but unpaid
               interest;  and (iii)  without any discount  for a minority  share
               holding.

          Provided  that if a third party  purchaser has offered to acquire from
          the  proposing  transferor  all the shares  comprised  in the transfer
          notice and the proposing transferor provides evidence  satisfactory to
          the  purchasing  class  members  that  such  agreement  is a bona fide
          agreement,  then the fair value of such  shares  shall be deemed to be
          the price which the third party  purchaser  has offered to pay and the
          auditors  shall  certify the fair value  accordingly.  Forthwith  upon
          receipt of the  certificate  of the  auditors,  the  Company  shall by
          notice in writing inform all class members of the certified fair value
          of each share and of the price per share (being the lower of the price
          specified in the transfer  notice and the certified fair value of each
          share)  at which the  shares  comprised  in the  transfer  notice  are
          offered for sale. A transfer  notice may be withdrawn by the proposing
          transferor by written  notice to the Company within 10 days of receipt
          of the Company's  written  notice  confirming all class members of the
          certified fair value of each share if the same is lower than the price
          specified in the transfer notice and the proposing transferee does not
          wish to sell the shares the subject of the transfer notice at the fair
          value. In this event the proposing  transferor shall pay the auditors'
          costs in producing the certified fair value.

     8.4  If  purchasing  class  members  shall  be  found  for all  the  shares
          comprised  in  the  transfer  notice  within  the  appropriate  period
          specified  in  Article  8.2,  and the  transfer  notice  has not  been
          withdrawn  pursuant to Article  8.3 above the Company  shall not later
          than  seven  days after the  expiry of such  appropriate  period  give
          notice  in  writing  (hereinafter  called  "the sale  notice")  to the
          proposing  transferor  specifying the purchasing class members and the
          proposing  transferor  shall be bound upon payment of the price due in
          respect of all the shares comprised in the transfer notice to transfer
          the shares to the purchasing class members.

     8.5  If  the  Company  shall  not  give  a sale  notice  to  the  proposing
          transferor  within the time specified in Article 8.4 or subject to the
          proviso contained in Article 8.2 if at the date of the transfer notice
          there is no  member  other  than the  proposing  transferor  who holds
          shares of the same class as those  comprised in the  transfer  notice,
          the transfer  notice shall  thenceforth  be deemed to  constitute  the
          Company the agent of the proposing transferor for the sale of all (but
          not some only) of the shares comprised in the transfer notice together
          with all rights then attached thereto to any member or members willing
          to  purchase  the same  (whether  or not a class  member) at the price
          specified  therein or at the fair value  certified in accordance  with
          Article  8.3  (whichever  shall be the  lower).  In any such  case the
          provisions  of Articles  8.2 to 8.4  (inclusive)  shall apply  mutatis
          mutandis as if references therein to class members were to members (of
          whatever  class) and  references to  purchasing  class members were to
          purchasing  members  (of  whatever  class)  and as if the  period  for
          service of the offer notice  referred to in Article 8.2 was the period
          of seven days  immediately  following  the  expiry of the  appropriate
          period  for  service  of a sale  notice on  purchasing  class  members
          without such a sale notice being served.

     8.6  Notwithstanding  the  provisions  of  Article  8.5 but  subject to the
          provisions of Article 8.8, if purchasing class members shall have been
          found for some only of the shares  comprised  in the  transfer  notice
          pursuant to Article 8.2 the claims of such  purchasing  class  members
          made pursuant to Article 8.2 shall first be satisfied in preference to
          the claims of members of any other class made pursuant to Article 8.5.

     8.7  If in any case the proposing  transferor  after having become bound in
          accordance  with the  provisions of this Article 8 to transfer  shares
          makes default in transferring  any such shares the Company may receive
          the  purchase  money on his behalf and may  authorise  some  person to
          execute a transfer of such shares on behalf of and as attorney for the
          proposing  transferor  in favour  of the  purchasing  class  member or
          purchasing  members as the case may be. The receipt of the Company for
          the purchase money shall be a good  discharge to the purchasing  class
          member or purchasing members as the case may be. The Company shall pay
          the  purchase  money into a separate  bank  account and shall hold the
          same on trust for the proposing transferor.

     8.8  If  the  Company  shall  not  give  a sale  notice  to  the  proposing
          transferor  within the time  specified  for that purpose (by virtue of
          Article 8.5) in Article 8.4 in respect of sales to purchasing  members
          of  whatever  class,  he shall,  during the period of thirty days next
          following  the  expiry  of the time so  specified,  be at  liberty  to
          transfer all or any of the shares  comprised in the transfer notice to
          any person or persons  provided that the price per share obtained upon
          such share transfer shall in no  circumstances  be less than the price
          per share  specified in the transfer  notice served in accordance with
          Article 8.1 or as certified in accordance  with Article 8.3 (whichever
          shall be the lower) and the  proposing  transferor  shall upon request
          furnish such  information  to the  directors as they shall  require in
          relation to the price per share  obtained as aforesaid.  The directors
          may require to be satisfied that such shares are being  transferred in
          pursuance  of a bona  fide  sale for the  consideration  stated in the
          transfer  without  deduction,  rebate or allowance  whatsoever  to the
          purchaser,  and  if not so  satisfied,  may  refuse  to  register  the
          instrument of transfer.

     8.9  Any  transfer  or  purported  transfer  of a share  (other  than  upon
          transmission  of a share pursuant to regulation 29 of Table A upon the
          death of a member  or upon a person  becoming  entitled  to a share in
          consequence  of the  bankruptcy  of a member) made  otherwise  than in
          accordance  with the  foregoing  provisions  of Articles  8.A.1 to 8.8
          (inclusive) shall be null and void and of no effect.

     8.10 If and when  required by notice in writing by the holder or holders of
          (in  aggregate) a majority in nominal value of the other shares in the
          Company so to do (the "call notice"):-

          8.10.1 a member who transfers or purports to transfer any share in the
               Company in breach of the foregoing  provisions of these  Articles
               shall be bound to give transfer  notices in respect of all shares
               which he has  transferred  or  purported to transfer in breach of
               these  Articles  and any shares  which he is  required  to give a
               transfer  notice in respect  thereof in  accordance  with Article
               8.A.1; or

          8.10.2 a member who causes or permits any of the events  specified  in
               Article  8.11 or with regard to whom any of the events  specified
               in  Article  8.11.4  or  8.11.5  occurs  shall  be  bound to give
               transfer  notices in respect of all the shares  registered in the
               name of such member in accordance with Article 8.A.1.

          In the  event  of such  member  failing  to  serve a  transfer  notice
          pursuant to Article 8.10.1 or 8.10.2 within thirty days of the date of
          the call  notice such  member  shall be deemed to have given  transfer
          notices at the  expiration of such period of thirty days in respect of
          all shares  registered in the name of such member in  accordance  with
          Article 8.A.1 and to have specified therein as the price per share the
          fair value of each share to be  certified in  accordance  with Article
          8.3. The  provisions  of Articles 8.2 to 8.8  (inclusive)  and Article
          8.13 shall mutatis mutandis apply.

     8.11 The events specified for the purposes of Article 8.10 are:-

          8.11.1 any direction (by way of renunciation  nomination or otherwise)
               by a member entitled to an allotment or transfer of shares to the
               effect  that such  shares or any of them be allotted or issued or
               transferred to some person other than himself;

          8.11.2 any sale,  dealing with or other  disposition of any beneficial
               interest  in  a  share  (whether  or  not  for  consideration  or
               otherwise but excluding any transmission of a share to any person
               becoming  entitled to such share in  consequence  of the death or
               bankruptcy  of a member) by  whomsoever  made and  whether or not
               effected by an instrument  in writing save where the  disposition
               is by  service  of a  transfer  notice in  accordance  with these
               Articles;

          8.11.3 the holding of a share as a bare nominee for any person;

          8.11.4 in the case of a corporate  member,  such member  entering into
               liquidation  (except a  members'  voluntary  liquidation  for the
               purpose  of  reconstruction  or  amalgamation)  or  suffering  an
               administrative  receiver to be  appointed  over all or any of its
               assets or suffering an administration order to be made against it
               or anything  analogous to any of the  foregoing  under the law of
               any jurisdiction occurs in relation to that corporate member.

     8.12 The directors shall not register any transfer of shares if as a result
          of such  transfer  there would be Default  pursuant to (and as defined
          in) the Credit Agreement.

     8.13 The directors may, in their absolute  discretion and without assigning
          any reason  therefor,  decline to register  any  transfer  which would
          otherwise be permitted under the foregoing  provisions of this Article
          8 if it is a transfer  of a share on which the Company has a lien of a
          share (not being a fully paid  share) to a person who is not already a
          member  and of whom they shall not  approve.  The  directors  may also
          refuse to register a transfer unless:-

          8.13.1 it is  lodged  at the  office  or at such  other  place  as the
               directors may appoint and is accompanied by the  certificate  for
               the shares to which it relates  and such  other  evidence  as the
               directors  may  reasonably  require  to  show  the  right  of the
               transferor to make the transfer; and

          8.13.2 it is in respect of only one class of shares; and

          8.13.3 it is in favour of not more than four transferees.

          The  directors  shall  register a transfer of shares made  pursuant to
          Articles  8.A.1 to 8.8  (inclusive)  or  Article  8.14  subject to the
          provisions  of this  Article 8.13 and Article  8.15  Regulation  24 of
          Table A shall not apply to the Company.

     8.14 Subject to Article 8.12 and Article 8.13 but notwithstanding any other
          provision  contained in these Articles,  the  restrictions on transfer
          contained in this Article 8 shall not apply to:-

          8.14.1 any transfer by a corporate member to an associated undertaking
               (as defined in section 27(3) of the Companies Act 1989)  provided
               always that if the transferee  company ceases to be an associated
               undertaking  at any time the  transferee  company shall within 10
               days of such cessation  transfer all shares held by it to another
               associated  undertaking of the original corporate member provided
               that if the transferee company defaults in making such a transfer
               within the time period specified the transferee  company shall be
               deemed to have served a transfer  notice in respect of all shares
               held by it and to have  specified  therein as the price per share
               the fair value of each share to be certified in  accordance  with
               Article  8.3  and  the   provisions  of  Articles  8.A.1  to  8.8
               (inclusive ) and Article 8.13 shall mutatis mutandis apply;

          8.14.2 any  transfer  by a  corporate  member to a  company  formed to
               acquire the whole or  substantially  the whole of the undertaking
               and  assets  of such  corporate  member  as part of a  scheme  of
               amalgamation or reconstruction.

9    General meetings

     The directors may call general  meetings and regulation 37 of Table A shall
     not apply to the Company.

10   Notice of general meetings

     10.1 A notice  convening a general meeting shall be required to specify the
          general  nature of the business to be  transacted  only in the case of
          special  business  and  regulation  38 of  Table A shall  be  modified
          accordingly.  The  words  "or a  resolution  appointing  a person as a
          director" and paragraphs (a) and (b) in regulation 38 of Table A shall
          be deleted and the words "in  accordance  with  section  369(3) of the
          Act"  shall be  inserted  after the words "if it is so agreed" in that
          regulation.

     10.2 All  business  shall  be  deemed  special  that  is  transacted  at an
          extraordinary  general meeting,  and also all that is transacted at an
          annual  general  meeting,  with the exception of declaring a dividend,
          the  consideration of the profit and loss account,  balance sheet, and
          the reports of the directors and auditors,  the appointment of and the
          fixing of the  remuneration  of the auditors and the giving or renewal
          of any  authority in accordance  with the  provisions of section 80 of
          the Act.

     10.3 Every  notice  convening  a  general  meeting  shall  comply  with the
          provisions of section  372(3) of the Act as to giving  information  to
          members in regard to their  right to appoint  proxies;  and notices of
          and other  communications  relating to any general  meeting  which any
          member is entitled to receive  shall be sent to the  directors  and to
          the auditors for the time being of the Company.

11   Proceedings at general meetings

     11.1 The words "save  that,  if and for so long as the Company has only one
          person as a member,  one member present in person or by proxy shall be
          a  quorum"  shall  be  added  at the  end of the  second  sentence  of
          regulation 40 of Table A.

     11.2 If a quorum is not present within half an hour from the time appointed
          for a general meeting the general meeting shall stand adjourned to the
          same day in the next week at the same time and place or to such  other
          day and at such other time and place as the directors  may  determine;
          and if at the adjourned general meeting a quorum is not present within
          half an hour from the time appointed  therefor the members  present in
          person or by proxy or (being a body corporate) by representative being
          not less than two  persons  entitled  to vote upon the  business to be
          transacted  shall  constitute  a quorum  and in any  other  case  such
          adjourned general meeting shall be dissolved. Regulation 41 of Table A
          shall not apply to the Company.

     11.3 Any  member  may  participate  in a meeting  of  members by means of a
          conference telephone or similar  communications  equipment whereby all
          persons   participating  in  the  meeting  can  hear  each  other  and
          participate  in a meeting in this matter shall be deemed to constitute
          presence in person at such meeting and,  subject to these Articles and
          the Act,  he  shall be  entitled  to vote and be  counted  in a quorum
          accordingly.  Such a meeting  shall be deemed to take place  where the
          largest group of those  participating  is assembled or, if there is no
          such group, where the chairman of the meeting is.

12   Votes of members

     12.1 Regulation  54 of Table A shall not apply to the  Company.  Subject to
          any rights or restrictions for the time being attached to any class or
          classes of shares,  on a show of hands every  member  entitled to vote
          who (being an  individual) is present in person or by proxy (not being
          himself  a member  entitled  to vote) or (being a  corporate  body) is
          present  by a  representative  or proxy  (not  being  himself a member
          entitled  to vote) shall have one vote and,  on a poll,  every  member
          shall have one vote for each share of which he is the holder.

     12.2 The words "be entitled to" shall be inserted between the words "shall"
          and "vote" in regulation 57 of Table A.

     12.3 A member  shall  not be  entitled  to  appoint  more than one proxy to
          attend on the same  occasion  and  accordingly  the final  sentence of
          regulation  59 of Table A shall  not  apply to the  Company.  Any such
          proxy  shall be  entitled to cast the votes to which he is entitled in
          different ways.

     12.4 Regulation  50 of Table A shall  apply to the  Company  subject to any
          provision of the Equity Contribution Agreement.

13   Alternate directors

     13.1 An  alternate  director  shall be  entitled  to receive  notice of all
          meetings of the  directors  and of all meetings of  committees  of the
          directors of which his appointor is a member (subject to his giving to
          the Company an address  within the United Kingdom at which notices may
          be served on him), to attend and vote at any such meeting at which the
          director  appointing  him is not  personally  present and generally to
          perform  all the  functions  of his  appointor  at such  meeting  as a
          director in his absence.  An alternate  director shall not be entitled
          to receive any remuneration from the Company, save that he may be paid
          by the  Company  such  part  (if  any) of the  remuneration  otherwise
          payable to his appointor as such appointor may by notice in writing to
          the Company from time to time direct.  Regulation  66 of Table A shall
          not apply to the Company.

     13.2 A director,  or any such other person as is mentioned in regulation 65
          of Table A, may act as an alternate  director to  represent  more than
          one  director,  and an  alternate  director  shall be  entitled at any
          meeting of the  directors or of any  committee of the directors to one
          vote for every director whom he represents in addition to his own vote
          (if any) as a director, but he shall count as only one for the purpose
          of  determining  whether a quorum is present and the final sentence of
          regulation 88 shall not apply to the Company.

     13.3 Save as  otherwise  provided in the  regulations  of the  Company,  an
          alternate  director  shall be deemed  for the  purposes  specified  in
          Article 13.1 to be a director and shall alone be  responsible  for his
          own acts and  defaults  and he shall  not be deemed to be the agent of
          the director  appointing him. Regulation 69 of Table A shall not apply
          to the Company.

14   Appointment and retirement of directors

     14.1 The  directors  shall  not be  required  to  retire  by  rotation  and
          regulations  73 to 80  (inclusive)  of Table A shall  not apply to the
          Company.

     14.2 The  Company  may by  ordinary  resolution  appoint  any person who is
          willing  to act to be a  director,  either to fill a vacancy  or as an
          additional director.

     14.3 The  directors  may  appoint a person  who is  willing  to act to be a
          director,  either  to fill a  vacancy  or as an  additional  director,
          provided that the  appointment  does not cause the number of directors
          to exceed any number  determined in accordance  with  regulation 64 of
          Table A as the  maximum  number  of  directors  for the time  being in
          force.

     14.4 A member  shall have the right to appoint  and remove one  director of
          the Company for each 15% in nominal  value of ordinary  shares held by
          it. Any such appointment or removal shall be made by notice in writing
          to the  Company  signed  by or on  behalf  of the  member  making  the
          appointment  or removal and shall take effect upon  lodgement  of such
          notice at the registered office of the Company.  Any member ceasing to
          held the  required  percentage  of  ordinary  shares for the number of
          directors  appointed  by  it  pursuant  to  this  Article  14.4  shall
          forthwith  procure the  resignation of such number of directors of the
          Company  appointed by it as is necessary to restore the correct number
          of directors it is permitted to appoint.

15   Disqualification and removal of directors

     The office of a director shall be vacated if:-

     15.1 he ceases to be a director  by virtue of any  provision  of the Act or
          these Articles or he becomes  prohibited by law from being a director;
          or

     15.2 he becomes  bankrupt or makes any arrangement or composition  with his
          creditors generally; or

     15.3 he is, or may be, suffering from mental disorder and either:-

          15.3.1 he is admitted to hospital in pursuance of an  application  for
               admission for  treatment  under the Mental Health Act 1983 or, in
               Scotland,  an application  for admission  under the Mental Health
               (Scotland) Act 1960, or

          15.3.2 an order is made by a court having jurisdiction (whether in the
               United  Kingdom  or  elsewhere)  in  matters   concerning  mental
               disorder for his detention or for the  appointment of a receiver,
               curator bonis or other person to exercise  powers with respect to
               his property or affairs; or

     15.4 he resigns his office by notice to the Company; or

     15.5 he shall for more than six consecutive months have been absent without
          permission  of the directors  from  meetings of directors  held during
          that period and the directors resolve that his office be vacated,

     and regulation 81 of Table A shall not apply to the Company.


16   Gratuities and pensions

     Regulation  87 of Table A shall not apply to the Company and the  directors
     may  exercise  any powers of the Company  conferred  by its  Memorandum  of
     Association  to give and provide  pensions,  annuities,  gratuities  or any
     other benefits  whatsoever to or for past or present directors or employees
     (or their  dependants)  of the  Company  or any  subsidiary  or  associated
     undertaking  (as defined in section 27(3) of the Companies Act 1989) of the
     Company and the directors shall be entitled to retain any benefits received
     by them or any of them by reason of the exercise of any such powers.

17   Proceedings of the directors

     17.1 Subject to the directors the nature and extent of any interest of his,
          a director  notwithstanding  his  office:-provisions  of the Act,  and
          provided that he has disclosed to the

          17.1.1 may be a party to or otherwise interested in any transaction or
               arrangement  with the  Company or in which the  Company is in any
               way interested;

          17.1.2 may be a director  or other  officer of or  employed by or be a
               party  to  any  transaction  or  arrangement  with  or  otherwise
               interested  in any body  corporate  promoted by the Company or in
               which the Company is in any way interested;

          17.1.3 may, or any firm or company of which he is a member or director
               may, act in a  professional  capacity for the Company or any body
               corporate in which the Company is in any way interested;

          17.1.4 shall not by reason of his office be accountable to the Company
               for any benefit  which he derives  from such  office,  service or
               employment or from any such  transaction  or  arrangement or from
               any interest in any such body  corporate and no such  transaction
               or arrangement shall be liable to be avoided on the ground of any
               such interest or benefit; and

          17.1.5 shall be entitled to vote on any resolution and (whether or not
               he shall vote) be counted in the quorum on any matter referred to
               in  any  of  Articles  17.1.1  to  17.1.4  (inclusive)  or on any
               resolution  which in any way  concerns  or relates to a matter in
               which  he has,  directly  or  indirectly,  any  kind of  interest
               whatsoever  and if he shall vote on any  resolution  as aforesaid
               his vote shall be counted.

     17.2 For the purposes of Article 17.1:-

          17.2.1 a general  notice to the  directors  that a  director  is to be
               regarded as having an interest of the nature and extent specified
               in the  notice  in any  transaction  or  arrangement  in  which a
               specified  person  or class of  persons  is  interested  shall be
               deemed to be a  disclosure  that the  director has an interest in
               any such transaction of the nature and extent so specified;

          17.2.2 an interest of which a director has no  knowledge  and of which
               it is  unreasonable  to expect him to have knowledge shall not be
               treated as an interest of his; and

          17.2.3 an  interest  of a  person  who is for any  purpose  of the Act
               (excluding  any  statutory  modification  not in force when these
               Articles were adopted) connected with a director shall be treated
               as an interest of the  director  and in relation to an  alternate
               director  an  interest  of his  appointor  shall be treated as an
               interest  of the  alternate  director  without  prejudice  to any
               interest which the alternate director has otherwise.

     17.3 Any  director  including an alternate  director may  participate  in a
          meeting of the  directors or a committee of the  directors of which he
          is  a  member  by  means  of  a   conference   telephone   or  similar
          communications  equipment  whereby  all persons  participating  in the
          meeting  can hear each  other and  participation  in a meeting in this
          manner  shall be  deemed  to  constitute  presence  in  person at such
          meeting  and,  subject  to these  Articles  and the  Act,  he shall be
          entitled  to vote  and be  counted  in a  quorum  accordingly.  Such a
          meeting shall be deemed to take place where the largest group of those
          participating  is assembled  or, if there is no such group,  where the
          chairman of the meeting then is.

     17.4 Regulation  88 of Table A shall be  amended  by  substituting  for the
          sentence:-

          "It shall not be  necessary  to give notice of a meeting to a director
          who is absent from the United Kingdom."

          the following sentence:-

          "Notice  of  every  meeting  of the  directors  shall be given to each
          director and his alternate director, including directors and alternate
          directors who may for the time being be absent from the United Kingdom
          and have given the  Company an address  within the United  Kingdom for
          service."

     17.5 Regulations  94 to 97  (inclusive)  of Table A shall  not apply to the
          Company.

18   The seal

     If the Company has a seal it shall be used only with the  authority  of the
     directors or of a committee of the  directors.  The directors may determine
     who shall  sign any  instrument  to which the seal is  affixed  and  unless
     otherwise  so  determined,  every  instrument  to which the seal is affixed
     shall be signed by one director and by the  secretary or another  director.
     The  obligation  under  regulation  6 of Table A relating to the sealing of
     share certificates  shall only apply if the Company has a seal.  Regulation
     101 of Table A shall not apply to the Company.

19   Notices

     19.1 In  regulation  112 of Table A, the words "by facsimile to a facsimile
          number  supplied by the member for such  purpose or" shall be inserted
          immediately  after the words "or by sending  it" and the words  "first
          class"  shall be  inserted  immediately  before  the words  "post in a
          prepaid envelope".

     19.2 Where a notice is sent by first class post, proof of the notice having
          been  posted  in a  properly  addressed,  prepaid  envelope  shall  be
          conclusive  evidence  that the notice was given and shall be deemed to
          have been  given at the  expiration  of 24 hours  after  the  envelope
          containing  the same is  posted.  Where a notice is sent by  facsimile
          receipt of the  appropriate  answer back shall be conclusive  evidence
          that the notice was given and the notice  shall be deemed to have been
          given at the time of transmission following receipt of the appropriate
          answer back. Regulation 115 of Table A shall not apply to the Company.

     19.3 If at any time by reason of the  suspension or  curtailment  of postal
          services  within the United Kingdom the Company is unable  effectively
          to convene a general  meeting  by notices  sent  through  the post,  a
          general meeting may be convened by a notice advertised in at least one
          national daily  newspaper and such notice shall be deemed to have been
          duly  served on all members  entitled  thereto at noon on the day when
          the  advertisement  appears.  In any such case the Company  shall send
          confirmatory copies of the notice by post if at least seven days prior
          to the  meeting  the posting of notices to  addresses  throughout  the
          United Kingdom again becomes practicable.

20   Winding up

     In regulation 117 of Table A, the words "with the like  sanction"  shall be
     inserted immediately before the words "determine how the division".

21   Indemnity

     21.1 Subject to the  provisions  of section  310 of the Act every  director
          (including  an  alternate  director)  or other  officer of the Company
          shall be  indemnified  out of the assets of the  Company  against  all
          losses or  liabilities  which he may  sustain or incur in or about the
          lawful  execution of the duties of his office or otherwise in relation
          thereto,  including  any  liability  incurred by him in defending  any
          proceedings, whether civil or criminal, in which judgement is given in
          his  favour  or in which he is  acquitted  or in  connection  with any
          application  under  section  144 or  section  727 of the Act in  which
          relief is granted to him by the court,  and no director  (including an
          alternate  director)  or other  officer  shall be liable for any loss,
          damage or misfortune which may happen to or be incurred by the Company
          in the lawful  execution  of the  duties of his office or in  relation
          thereto. Regulation 118 of Table A shall not apply to the Company.

     21.2 The  directors  shall  have power to  purchase  and  maintain  for any
          director,  (including an alternate director) officer or auditor of the
          Company  insurance  against  any such  liability  as is referred to in
          section 310 (1) of the Act and,  subject to the provisions of the Act,
          against  any  other  liability  which  may  attach  to him or  loss or
          expenditure which he may incur in relation to anything done or alleged
          to have been done or omitted to be done as a director,  (including  as
          an alternate director) officer or auditor.

     21.3 The directors may authorise the directors of companies within the same
          group of companies  as the Company to purchase and maintain  insurance
          at  the  expense  of the  Company  for  the  benefit  of any  director
          (including  an alternate  director),  other officer or auditor of such
          company  in  respect  of such  liability,  loss or  expenditure  as is
          referred to in Article 21.2.

EX-99

                             THE COMPANIES ACT 1985

                                       AND

                             THE COMPANIES ACT 1989

                            COMPANY LIMITED BY SHARES

                     MEMORANDUM AND ARTICLES OF ASSOCIATION

                                       OF

                                 EPR ELY LIMITED



1    The Company's name is EPR ELY LIMITED.

2    The Company's registered office is to be situate in England and Wales.

3.*  The objects for which the Company is established are:-

     (A)  To carry on,  participate in,  undertake and perform all or any of the
          businesses of general merchants and traders,  cash and credit traders,
          manufacturers'  agents  and  representatives,  insurance  brokers  and
          consultants,  estate and advertising agents and contractors,  mortgage
          brokers, financial agents, advisers, managers and administrators, hire
          purchase  and  general  financiers,  brokers  and  agents,  commission
          agents,  marketing  and business  consultants,  general  storekeepers,
          warehousemen,  discount  traders,  mail  order  specialists,  railway,
          shipping and forwarding  agents,  shippers,  traders,  capitalists and
          financiers either on the Company's own account or otherwise,  printers
          and publishers; haulage and transport contractors, garage proprietors,
          operators,  hirers and  letters  on hire of, and  dealers in motor and
          other vehicles,  craft, plant,  machinery,  tools and equipment of all
          kinds, importers and exporters, manufacturers, retailers, wholesalers,
          buyers,  sellers,  distributors  and  shippers  of, and dealers in all
          products,  goods, wares, merchandise and produce of every description,
          to participate in, undertake, perform and carry on all or any kinds of
          commercial,   industrial,   trading  and  financial   operations   and
          enterprises;  to  purchase  or  otherwise  acquire  and take  over any
          businesses or undertakings which may be deemed expedient, or to become
          interested  in and to carry on or dispose of,  remove or put an end to
          the same or otherwise deal with any such businesses or undertakings as
          may be thought desirable.

     (B)  To carry on any other  business  or trade  which in the opinion of the
          Board of Directors may be conveniently or advantageously carried on in
          connection  with or as ancillary to any of the above  businesses or be
          calculated  directly or  indirectly  to enhance the value of or render
          profitable any of the property of the Company or to further any of its
          objects.

*    A new  objects  clause 3 was  inserted  by special  resolution  passed on 9
     September 1998.

     (C)  To purchase,  take options over, take on lease or in exchange, hire or
          otherwise  acquire and hold for any estate or interest  whatsoever any
          movable or immovable  property,  whether  tangible or  intangible  and
          wheresoever situate,  which the Board of Directors may think necessary
          or convenient for the purposes of the business of the Company,  and to
          improve, manage, construct, repair, develop, exchange, let on lease or
          otherwise  deal with all or any part of the property and rights of the
          Company.

     (D)  To build, construct,  maintain, develop, alter, enlarge, improve, pull
          down,  remove  or  replace  any  buildings,  works,  roads,  railways,
          tramways,  sidings,  bridges,  reservoirs,  shops, stores,  factories,
          plant and machinery  necessary or  convenient  for the business of the
          Company and to join with any  person,  firm or company in doing any of
          the things aforesaid.

     (E)  To  borrow  or raise or  secure  the  repayment  of  moneys  raised or
          borrowed for the purposes of or in connection with the business of the
          Company in any  manner  and in  particular  to issue and  deposit  any
          mortgage,  charge,  standard security, lien or other security upon the
          whole or any part of the  Company's  undertaking,  property  or assets
          (whether  present or future)  including its uncalled  capital (if any)
          and  to  issue  at par or at a  premium  or  discount,  and  for  such
          consideration and with and subject to such rights, powers,  privileges
          and conditions as may be thought fit,  debentures or debenture  stock,
          either  permanent or  redeemable  or repayable,  and  collaterally  or
          further to secure  any  securities  of the  Company by a trust deed or
          other assurance.

     (F)  To issue and  deposit  any  securities  which the Company has power to
          issue by way of  mortgage  to  secure  any sum less  than the  nominal
          amount of such securities and also by way of security or guarantee for
          the  performance  by the  Company or any other  person firm or company
          having  dealings with the Company or in whose business or undertakings
          the  Company is  interested  whether  directly  or  indirectly  of any
          contract or liability  undertaken  thereby or which may become binding
          thereon as the case may be.

     (G)  To lend and  advance  money or give  credit on such  terms as may seem
          expedient  and with or without  security to customers  and others,  to
          enter into  guarantees,  contracts of indemnity and suretyships of all
          kinds,  to receive money on deposit or loan upon any terms,  to secure
          or guarantee  the payment of any sums of money or the  performance  of
          any  obligation by any company,  firm or person  including any holding
          company,  subsidiary or fellow subsidiary  company in any manner,  and
          generally to act as bankers for customers and others.

     (H)  To receive money on deposit or loan upon such terms as the Company may
          approve, and to give guarantees or become security for the obligations
          and contracts of any person, firm or company including the obligations
          and contracts of customers.

     (I)  To invest  and deal with the  moneys of the  Company  not  immediately
          required for the purpose of its  business in or upon such  investments
          and  securities  and in  such  manner  as may  from  time  to  time be
          considered expedient.

     (J)  To  acquire  or  undertake  the  whole  or any  part of the  business,
          goodwill,  property,  assets and  liabilities of any person,  firm, or
          company  carrying on or  proposing  to carry on any of the  businesses
          which the Company is authorised to carry on or which can be carried on
          in conjunction therewith or which are capable of being conducted so as
          directly or indirectly to benefit the Company.

     (K)  To apply  for and take  out,  register,  purchase,  or by other  means
          acquire and protect,  prolong and renew, whether in the United Kingdom
          or  elsewhere  any  patents,   patent  rights,   brevets  d'invention,
          licences,  secret  processes or  information,  trade  marks,  designs,
          protections and concessions and to disclaim,  alter,  modify,  use and
          turn  to  account  and to  manufacture  under  or  grant  licences  or
          privileges in respect of the same whether  exclusive or non-exclusive,
          and to expend money in experimenting  upon,  testing and improving any
          patents, inventions or rights which the Company may acquire or propose
          to acquire.

     (L)  To draw, make, accept, endorse, discount, negotiate, execute and issue
          cheques, bills of exchange,  promissory notes, bills of lading, scrip,
          warrants, debentures and other negotiable or transferable instruments.

     (M)  To apply for,  promote,  and obtain any Act of Parliament,  order,  or
          licence of the Department of Trade or other authority for enabling the
          Company to carry any of its objects into effect or for  effecting  any
          modification of the Company's  constitution,  or for any other purpose
          which may seem  calculated  directly  or  indirectly  to  promote  the
          Company's  interests,  and to oppose any  proceedings or  applications
          which may seem  calculated  directly or  indirectly  to prejudice  the
          Company's interests.

     (N)  To enter any arrangements  with any government or authority  (supreme,
          municipal,  local,  or  otherwise)  that  may  seem  conducive  to the
          attainment of the Company's objects or any of them, and to obtain from
          any such  government  or  authority  any  charters,  decrees,  rights,
          privileges or concessions which the Company may think desirable and to
          carry out,  exercise,  and  comply  with any such  charters,  decrees,
          rights, privileges, and concessions.

     (O)  To enter  into  any  partnerships  or  joint-purchase  arrangement  or
          arrangement  for sharing  profits,  union of interests or co-operation
          with any company,  firm or person carrying on or proposing to carry on
          any  business  which  this  Company is  authorised  to carry on or any
          business or transaction  capable of being  conducted so as directly or
          indirectly to benefit the Company, and to acquire and hold, sell, deal
          with or dispose of shares,  stock or  securities  of any such company,
          firm or person and to guarantee  the contracts or  liabilities  of, or
          the payment of the dividends, interest or capital of any shares, stock
          or securities of and to subsidise or otherwise assist any such.

     (P)  To control,  manage,  finance,  subsidise,  co-ordinate  or  otherwise
          assist any company or  companies  in which the Company has a direct or
          indirect financial interest,  to provide secretarial,  administrative,
          technical,  commercial  and other services and facilities of all kinds
          for any such  company  or  companies  and to make  payments  by way of
          subvention  or  otherwise  and any other  arrangements  which may seem
          desirable in respect of any business or  operations of or generally in
          relation to any such company or companies.

     (Q)  To subscribe for, take,  purchase or otherwise acquire and hold shares
          stocks,  debentures,  debenture stocks, bonds or other interests in or
          securities of any other company having  objects  altogether or in part
          similar to those of the Company or carrying on any business capable of
          being  carried on so as directly or  indirectly to benefit the Company
          or  enhance  the  value of any of its  property  and to co-  ordinate,
          finance and manage the business and operations of any company in which
          the Company holds any such interest.

     (R)  To establish finance or promote or concur in establishing financing or
          promoting  any other company for the purpose of acquiring the whole or
          any part of the  business  or property  or  undertaking  or any of the
          liabilities  of  the  Company,  or  of  undertaking  any  business  or
          operations which may directly or indirectly appear likely to assist or
          benefit  the  Company  or to  enhance  the  value of any  property  or
          business of the Company and to issue,  place,  underwrite or guarantee
          the  subscription  of, or concur or assist in the  issuing or placing,
          underwriting or guaranteeing the  subscription of shares,  debentures,
          debenture stock, bonds, stocks and securities of any company,  whether
          limited  or  unlimited  or   incorporated  by  Act  of  Parliament  or
          otherwise,  at such  times and upon such  terms and  conditions  as to
          remuneration  and  otherwise  as may be  agreed  upon  and to  hold or
          dispose of such shares or  securities  or guarantee the payment of the
          dividends, interest or capital of any such shares or securities issued
          by or any other obligations of any such company.

     (S)  To sell,  exchange,  lease,  licence,  turn to  account  or  otherwise
          dispose  of  the  whole  or  any  part  of the  business  property  or
          undertaking  of the  Company,  either  together or in portions  and to
          accept payment  therefor either in cash, by installments or otherwise,
          or in fully or partly  paid-up  shares of any  company or  corporation
          formed  or to be  formed  for  purchasing  the same  (with or  without
          deferred or preferred or special rights or  restrictions in respect of
          dividend,  repayment of capital, voting or otherwise) or in debentures
          or  mortgage  debentures  or  debenture  stock,   mortgages  or  other
          securities of any such company or  corporation,  or partly in one mode
          and partly in another,  and generally on such terms as the Company may
          determine,  and to hold, dispose of or otherwise deal with any shares,
          stock or securities so acquired.

     (T)  To the extent  permitted by law to give  financial  assistance for the
          purpose of the  acquisition of shares of the Company or of any company
          of which the Company is a  subsidiary  and for the purpose of reducing
          or  discharging  a  liability  incurred  for  the  purpose  of such an
          acquisition  and to give such  assistance by means of a gift,  loan or
          guarantee, indemnity, the provision of security or otherwise.

     (U)  To remunerate any person,  firm or company  rendering  services to the
          Company  either by cash payment or by the  allotment to him or them of
          shares or other  securities of the Company credited as paid up in full
          or in part or otherwise as may be thought expedient.

     (V)  To pay all or any expenses  incurred in connection with the promotion,
          formation and  incorporation of the Company,  or of any company formed
          or promoted by the  Company or to  contract  with any person,  firm or
          company to pay the same, and to pay  commissions to brokers and others
          for underwriting, placing, selling or guaranteeing the subscription of
          any shares or other securities of the Company.

     (W)  To support or subscribe to any charitable, benevolent or useful object
          of a public  character and to establish,  support and subscribe to any
          association,  institution,  society, fund or club which may be for the
          benefit of the Company or its Directors,  ex-Directors,  employees, or
          ex-employees  or may be  connected  with any town or place  where  the
          Company  carries on business;  to give or award  pensions,  annuities,
          gratuities, bonuses and superannuation or other allowances or benefits
          or charitable aid and generally to provide advantages,  facilities and
          services for any persons who are or have been Directors of, or who are
          or have  been  employed  by, or who are  serving  or have  served  the
          Company, or of any company which is a subsidiary of the Company or the
          holding  company of the Company or a fellow  subsidiary of the Company
          or the  predecessors  in  business  of  the  Company  or of  any  such
          subsidiary,  holding or fellow  subsidiary  company  and to the wives,
          widows,  children and other  relatives and dependants of such persons;
          to make payments towards  insurance for the benefit of such persons as
          aforesaid;   and  to  set   up,   establish   support   and   maintain
          superannuation  and other funds or schemes  (whether  contributory  or
          non-contributory)  for the benefit of any of such persons and of their
          wives, widows, children and other relatives and dependants; and to set
          up, establish, support and maintain profit sharing, share purchase and
          share  option  schemes  for the  benefit  of any of the  employees  or
          Directors of the Company or of any such subsidiary,  holding or fellow
          subsidiary  company  and to lend  money  to any such  employees  or to
          trustees on their behalf to enable any such schemes to be  established
          or maintained.

     (X)  To distribute among the members in specie any property of the Company,
          or any  proceeds of sale or disposal of any  property of the  Company,
          and for such purpose to distinguish and separate capital profits,  but
          so that no  distribution  amounting  to a reduction of capital be made
          except with the sanction (if any) for the time being required by law.

     (Y)  To procure the Company to be  registered  or recognised in any part of
          the world and to do all or any of the things or matters  aforesaid  in
          any part of the world  and  either as  principals,  agents,  trustees,
          contractors,  sub-contractors or otherwise,  and by or through agents,
          brokers, sub-contractors, trustees or otherwise and either alone or in
          conjunction with others.

     (Z)  To do all such things as may be deemed  incidental or conducive to the
          attainment of the Company's objects or any of them.

     The  objects  set  forth in each  sub-clause  of this  Clause  shall not be
     restrictively  construed  but the  widest  interpretations  shall  be given
     thereto,  and they  shall  not,  except  where  the  context  expressly  so
     requires,  be in any way limited or restricted by reference to or inference
     from any other object or objects set forth in such  sub-clause  or from the
     terms of any other sub-clause or from the name of the Company. None of such
     sub-clauses  or the  object or  objects  therein  specified  or the  powers
     thereby conferred shall be deemed subsidiary or ancillary to the objects or
     powers  mentioned in any other  sub-clause,  but the Company  shall have as
     full a  power  to  exercise  all or any  of the  objects  conferred  by and
     provided in each of the said  sub-clauses as if each  sub-clause  contained
     the  objects of a separate  company.  The word  "company"  in this  Clause,
     except where used in  reference to the Company,  shall be deemed to include
     any  partnership  or  other  body  of  persons,   whether  incorporated  or
     unincorporated and whether domiciled in the United Kingdom or elsewhere.

4    The liability of the Members is limited.

5    The  Company's  share  capital  is £1,000,000  divided into  1,000,000
     shares of £1.00 each**

**   The share capital of the Company was increased  from £100 divided into
     100 shares  of £1.00 each by ordinary resolution passed on 9 September
     1998

                             The Companies Act 1985

                        PRIVATE COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       of

                                 EPR ELY LIMITED

1.   Preliminary

     The  regulations  contained  in Table A to any  Companies  Act or Companies
     (Consolidation)  Act prior to the Companies Act 1985 shall not apply to the
     Company.]  The  regulations  contained  in Table A in the  Schedule  to the
     Companies (Tables A to F) Regulations 1985 in force at the time of adoption
     of these  Articles (a copy of such Table being  attached to these  Articles
     and hereinafter called "Table A") shall apply to the Company save in so far
     as they are excluded or varied by these Articles and such regulations (save
     as so excluded or varied) and these  Articles  shall be the  regulations of
     the Company.

2.   Interpretation

     In  these  Articles  and in  Table A the  following  expressions  have  the
     following meanings unless inconsistent with the context:-

     "the Act"             The Companies Act 1985  including any statutory
                           modification  or re-enactment thereof for the
                           time being in force

     "these Articles"      These Articles of Association, whether as originally
                           adopted or as from time to time altered by special
                           resolution

     "clear days"          In relation to the period of a notice means that
                           period excluding  the day when the notice is given
                           or deemed to be given and the day for which it is
                           given or on which it is to take effect

     "the directors"       The directors for the time being of the Company or
                           (as the context shall require) any of them acting as
                           the board of directors of the Company

     "executed"            Includes any mode of execution

     "the holder"          In relation to shares means the member whose name is
                           entered in the register of members as the holder of
                           the shares

     "office"              The registered office of the Company

     "seal"                The common seal of the Company (if any

     "secretary"           The secretary of the Company or any other person
                           appointed to perform the duties of the secretary of
                           the Company, including a joint, assistant or deputy
                           secretary

     "share"               Includes any interest in a share

     "the United Kingdom"  Great Britain and Northern Ireland.

     Unless the context otherwise  requires,  words or expressions  contained in
     these  Articles  and in  Table A bear the  same  meaning  as in the Act but
     excluding  any  statutory  modification  thereof  not in force  when  these
     Articles  become binding on the Company.  Regulation 1 of Table A shall not
     apply to the Company.

3.   Share capital

3.1  The  authorised  share  capital of the  Company at the time of  adoption of
     these Articles  is £1,000,000  divided into 1,000,000  ordinary shares
     of £1.00 each.

3.2  No shares  comprised in the  authorised  share  capital of the Company from
     time to time shall be issued  without  the consent in writing of the holder
     or holders (in aggregate) of a majority of the voting rights in the Company
     (within the  meaning of section  736A(2) of the Act) nor shall any share be
     issued at a discount or otherwise be issued in breach of the  provisions of
     these Articles or of the Act.

3.3  Regulation 4 of Table A and, in  accordance  with section 91(1) of the Act,
     sections  89(1) and 90(1) to (6)  (inclusive) of the Act shall not apply to
     the Company.

4.   Lien

     The Company  shall have a first and paramount  lien on all shares,  whether
     fully paid or not,  standing  registered in the name of any person indebted
     or under liability to the Company,  whether he shall be the sole registered
     holder thereof or shall be one of two or more joint holders, for all moneys
     presently  payable by him or his  estate to the  Company.  Regulation  8 of
     Table A shall be modified accordingly.

5.   Calls on shares and forfeiture

     There shall be added at the end of the first  sentence of  regulation 18 of
     Table A, so as to  increase  the  liability  of any  member in  default  in
     respect of a call,  the words "and all expenses that may have been incurred
     by the Company by reason of such non-payment".

6.   Transfer of shares

     The  first  sentence  in  regulation  24 of Table A shall  not apply to the
     Company.  The words "They may also" at the beginning of the second sentence
     of that regulation shall be replaced by the words "The directors may".

7.   General meetings

     The directors may call general  meetings and regulation 37 of Table A shall
     not apply to the Company.

8.   Notice of general meetings

8.1  A notice  convening  a general  meeting  shall be  required  to specify the
     general nature of the business to be transacted only in the case of special
     business and  regulation 38 of Table A shall be modified  accordingly.  The
     words "or a resolution  appointing a person a director" and  paragraphs (a)
     and (b) in  regulation  38 of Table A shall be  deleted  and the  words "in
     accordance  with  section  369(3) of the Act" shall be  inserted  after the
     words "if it is so agreed" in that regulation.

8.2  All business shall be deemed special that is transacted at an extraordinary
     general  meeting,  and also all that is  transacted  at an  annual  general
     meeting with the exception of declaring a dividend,  the  consideration  of
     the  profit  and  loss  account,  balance  sheet,  and the  reports  of the
     directors  and  auditors,   the  appointment  of  and  the  fixing  of  the
     remuneration  of the auditors and the giving or renewal of any authority in
     accordance with the provisions of section 80 of the Act.

8.3  Every notice  convening a general  meeting shall comply with the provisions
     of section 372(3) of the Act as to giving  information to members in regard
     to their right to appoint proxies;  and notices of and other communications
     relating  to any  general  meeting  which any member is entitled to receive
     shall be sent to the  directors  and to the  auditors for the time being of
     the Company.

9.   Proceedings at general meetings

9.1  The  words,  "save  that,  if and for so long as the  Company  has only one
     person as a member,  one member  present  in person or by proxy  shall be a
     quorum"  shall be added at the end of the second  sentence of regulation 40
     of Table A.

9.2  If a quorum is not present  within half an hour from the time appointed for
     a general meeting the general meeting shall stand adjourned to the same day
     in the next  week at the same  time and  place or to such  other day and at
     such other time and place as the  directors  may  determine;  and if at the
     adjourned  general meeting a quorum is not present within half an hour from
     the time appointed  therefor the member or members  present in person or by
     proxy or (being a body  corporate) by  representative  and entitled to vote
     upon the business to be transacted shall constitute a quorum and shall have
     power to decide upon all matters which could properly have been disposed of
     at the meeting  from which the  adjournment  took place.  Regulation  41 of
     Table A shall not apply to the Company.

10.  Votes of members

10.1 Regulation  54 of Table A shall not apply to the  Company.  Subject  to any
     rights or restrictions  for the time being attached to any class or classes
     of shares,  on a show of hands every member  entitled to vote who (being an
     individual)  is present  in person or by proxy (not being  himself a member
     entitled   to  vote)  or  (being  a   corporate   body)  is  present  by  a
     representative or proxy (not being himself a member entitled to vote) shall
     have one vote and,  on a poll,  every  member  shall have one vote for each
     share of which he is the holder.

10.2 The words "be entitled to" shall be inserted  between the words "shall" and
     "vote" in regulation 57 of Table A.

10.3 A member  shall not be entitled to appoint more than one proxy to attend on
     the same occasion and  accordingly  the final  sentence of regulation 59 of
     Table A shall not apply to the Company. Any such proxy shall be entitled to
     cast the votes to which he is entitled in different ways.

11.  Number of directors

11.1 Regulation 64 of Table A shall not apply to the Company.

11.2 The maximum number and minimum number  respectively of the directors may be
     determined  from time to time by  ordinary  resolution.  Subject  to and in
     default  of any such  determination  there  shall be no  maximum  number of
     directors and the minimum number of directors shall be one.

12.  Alternate directors

12.1 An alternate  director  shall be entitled to receive notice of all meetings
     of the  directors  and of all meetings of  committees  of the  directors of
     which his  appointor  is a member  (subject to his giving to the Company an
     address  within the United  Kingdom at which notices may be served on him),
     to attend and vote at any such meeting at which the director appointing him
     is not  personally  present,  and generally to perform all the functions of
     his  appointor at such  meeting as a director in his absence.  An alternate
     director shall not be entitled as such to receive any remuneration from the
     Company,  save that he may be paid by the Company such part (if any) of the
     remuneration  otherwise  payable to his appointor as such  appointor may by
     notice in writing to the Company from time to time direct. Regulation 66 of
     Table A shall not apply to the Company.

12.2 A director,  or any such other person as is mentioned in  regulation  65 of
     Table  A, may act as an  alternate  director  to  represent  more  than one
     director, and an alternate director shall be entitled at any meeting of the
     directors  or of any  committee  of the  directors  to one vote  for  every
     director  whom he  represents  in  addition  to his own  vote (if any) as a
     director,  but he shall  count as only one for the  purpose of  determining
     whether a quorum is present and the final  sentence of  regulation 88 shall
     not apply to the Company.

12.3 Save as otherwise provided in the regulations of the Company,  an alternate
     director shall be deemed for the purposes specified in Article 12.1 to be a
     director and shall alone be  responsible  for his own acts and defaults and
     he shall  not be deemed to be the  agent of the  director  appointing  him.
     Regulation 69 of Table A shall not apply to the Company.

13.  Appointment and retirement of directors

13.1 The directors  shall not be required to retire by rotation and  regulations
     73 to 80 (inclusive) of Table A shall not apply to the Company.

13.2 A member or members  holding a majority of the voting rights in the Company
     (within the meaning of section  736A(2) of the Act) shall have power at any
     time, and from time to time, to appoint any person to be a director, either
     as an additional director (provided that the appointment does not cause the
     number of  directors to exceed any number  determined  in  accordance  with
     Article  11.2 as the  maximum  number of  directors  for the time  being in
     force)  or to  fill a  vacancy  and to  remove  from  office  any  director
     howsoever  appointed.  Any such  appointment  or  removal  shall be made by
     notice in writing to the Company signed by the member or members making the
     same or, in the case of a member being a corporate  body,  signed by one of
     its  directors  or  duly  authorised  officers  or by its  duly  authorised
     attorney and shall take effect upon lodgement of such notice at the office.

13.3 The Company may by ordinary resolution appoint any person who is willing to
     act  to be a  director,  either  to  fill  a  vacancy  or as an  additional
     director.

13.4 The  directors may appoint a person who is willing to act to be a director,
     either to fill a vacancy or as an  additional  director,  provided that the
     appointment  does not cause the  number of  directors  to exceed any number
     determined  in  accordance  with  Article  11.2 as the  maximum  number  of
     directors for the time being in force.

13.5 If,  immediately  following  and as a result of the death of a member,  the
     company  has no  members  and if at  that  time  it has no  directors,  the
     personal  representatives  of the deceased member may appoint any person to
     be a director and the  director who is appointed  will have the same rights
     and be  subject to the same  duties  and  obligations  as if  appointed  by
     ordinary  resolution in accordance with Article 13.3. If two members die in
     circumstances rendering it uncertain which of them survived the other, such
     deaths shall, for the purposes of this Article,  be deemed to have occurred
     in order of seniority and  accordingly  the younger shall be deemed to have
     survived the elder.

14.  Disqualification and removal of directors

     The office of a director shall be vacated if:-

14.1 he ceases to be a director by virtue of any  provision  of the Act or these
     Articles or he becomes prohibited by law from being a director; or

14.2 he  becomes  bankrupt  or makes any  arrangement  or  composition  with his
     creditors generally; or

14.3 he is, or may be, suffering from mental disorder and either:-

     14.3.1 he is  admitted  to  hospital in  pursuance  of an  application  for
          admission  for  treatment  under  the  Mental  Health  Act 1983 or, in
          Scotland,  an  application  for  admission  under  the  Mental  Health
          (Scotland) Act 1960; or

     14.3.2 an  order is made by a court  having  jurisdiction  (whether  in the
          United Kingdom or elsewhere) in matters concerning mental disorder for
          his detention or for the  appointment of a receiver,  curator bonis or
          other  person to  exercise  powers  with  respect to his  property  or
          affairs; or

14.4 he resigns his office by notice to the Company; or

14.5 he shall for more than six  consecutive  months  have been  absent  without
     permission of the directors from meetings of the directors held during that
     period and the directors resolve that his office be vacated; or

14.6 he is removed from office as a director pursuant to Article 13.2,

     and regulation 81 of Table A shall not apply to the Company.

15.  Gratuities and pensions

     Regulation  87 of Table A shall not apply to the Company and the  directors
     may  exercise  any powers of the Company  conferred  by its  Memorandum  of
     Association  to give and provide  pensions,  annuities,  gratuities  or any
     other benefits  whatsoever to or for past or present directors or employees
     (or their  dependants)  of the  Company  or any  subsidiary  or  associated
     undertaking  (as defined in section 27(3) of the Companies Act 1989) of the
     Company and the directors shall be entitled to retain any benefits received
     by them or any of them by reason of the exercise of any such powers.

16.  Proceedings of the directors

16.1 Whensoever the minimum number of the directors shall be one pursuant to the
     provisions  of  Article  11.2,  a sole  director  shall have  authority  to
     exercise all the powers and discretions  which are expressed by Table A and
     by these Articles to be vested in the directors  generally and  regulations
     89 and 90 of Table A shall be modified accordingly.

16.2 Subject to the provisions of the Act, and provided that he has disclosed to
     the  directors  the nature and  extent of any  interest  of his, a director
     notwithstanding his office:-

     16.2.1 may be a party to or  otherwise  interested  in any  transaction  or
          arrangement  with the  Company  or in which the  Company is in any way
          interested;

     16.2.2 may be a director  or other  officer of or employed by or be a party
          to any transaction or arrangement with or otherwise  interested in any
          body  corporate  promoted by the Company or in which the Company is in
          any way interested;

     16.2.3 may, or any firm or company of which he is a member or director may,
          act in a  professional  capacity for the Company or any body corporate
          in which the Company is in any way interested;

     16.2.4 shall not by reason of his office be  accountable to the Company for
          any benefit  which he derives from such office,  service or employment
          or from any such  transaction  or  arrangement or from any interest in
          any such body corporate and no such  transaction or arrangement  shall
          be liable to be avoided on the ground of any such interest or benefit;
          and

     16.2.5 shall be entitled to vote on any  resolution  and (whether or not he
          shall vote) be counted in the quorum on any matter  referred to in any
          of Articles 16.2.1 to 16.2.4 (inclusive) or on any resolution which in
          any way  concerns or relates to a matter in which he has,  directly or
          indirectly,  any kind of interest  whatsoever  and if he shall vote on
          any resolution as aforesaid his vote shall be counted.

16.3 For the purposes of Article 16.2:-

     16.3.1 a general  notice to the directors that a director is to be regarded
          as having an interest of the nature and extent specified in the notice
          in any transaction or arrangement in which a specified person or class
          of persons is interested  shall be deemed to be a disclosure  that the
          director  has an  interest in any such  transaction  of the nature and
          extent so specified;

     16.3.2 an interest of which a director has no knowledge  and of which it is
          unreasonable  to expect him to have knowledge  shall not be treated as
          an interest of his; and

     16.3.3 An interest of a person who is for any purpose of the Act (excluding
          any  statutory  modification  not in force  when these  Articles  were
          adopted)]connected  with a director shall be treated as an interest of
          the director  and in relation to an alternate  director an interest of
          his  appointor  shall  be  treated  as an  interest  of the  alternate
          director  without  prejudice  to  any  interest  which  the  alternate
          director has otherwise.

16.4 Any director (including an alternate director) may participate in a meeting
     of the directors or a committee of the directors of which he is a member by
     means of a conference telephone or similar communications equipment whereby
     all  persons   participating  in  the  meeting  can  hear  each  other  and
     participation  in a meeting in this  manner  shall be deemed to  constitute
     presence in person at such meeting and,  subject to these  Articles and the
     Act, he shall be  entitled to vote and be counted in a quorum  accordingly.
     Such a meeting  shall be deemed to take place  where the  largest  group of
     those  participating is assembled or, if there is no such group,  where the
     chairman of the meeting then is.

16.5 Regulation  88 of  Table  A  shall  be  amended  by  substituting  for  the
     sentence:-

     "It shall not be necessary to give notice of a meeting to a director who is
     absent from the United Kingdom."

     the following sentence:-

     "Notice of every meeting of the  directors  shall be given to each director
     and his alternate,  including directors and alternate directors who may for
     the time being be absent from the United Kingdom and have given the Company
     an address within the United Kingdom for service."

16.6 Regulations 94 to 97 (inclusive) of Table A shall not apply to the Company.

17.  The seal

     If the Company has a seal it shall be used only with the  authority  of the
     directors or of a committee of the  directors.  The directors may determine
     who shall  sign any  instrument  to which the seal is  affixed  and  unless
     otherwise  so  determined,  every  instrument  to which the seal is affixed
     shall be signed by one director and by the  secretary or another  director.
     The  obligation  under  regulation  6 of Table A relating to the sealing of
     share certificates  shall only apply if the Company has a seal.  Regulation
     101 of Table A shall not apply to the Company.

18.  Notices

18.1 In regulation 112 of Table A, the words "by facsimile to a facsimile number
     supplied by the member for such  purpose or" shall be inserted  immediately
     after the words "or by sending  it" and the words  "first  class"  shall be
     inserted immediately before the words "post in a prepaid envelope".

18.2 Where a notice is sent by first class post, proof of the notice having been
     posted  in a  properly  addressed,  prepaid  envelope  shall be  conclusive
     evidence  that the  notice was given and shall be deemed to have been given
     at the  expiration  of 24 hours after the envelope  containing  the same is
     posted.  Where a notice is sent by  facsimile  receipt  of the  appropriate
     answerback  shall be conclusive  evidence that the notice was given and the
     notice  shall be  deemed  to have  been  given at the time of  transmission
     following receipt of the appropriate answerback.  Regulation 115 of Table A
     shall not apply to the Company.

18.3 If at any  time by  reason  of the  suspension  or  curtailment  of  postal
     services  within the United  Kingdom the Company is unable  effectively  to
     convene a general  meeting  by notices  sent  through  the post,  a general
     meeting  may be convened by a notice  advertised  in at least one  national
     daily newspaper and such notice shall be deemed to have been duly served on
     all  members  entitled  thereto  at noon on the day when the  advertisement
     appears. In any such case the Company shall send confirmatory copies of the
     notice by post if at least  seven days prior to the  meeting the posting of
     notices  to  addresses   throughout   the  United   Kingdom  again  becomes
     practicable.

19.  Winding up

     In regulation 117 of Table A, the words "with the like  sanction"  shall be
     inserted immediately before the words "determine how the division".

20.  Indemnity

20.1 Subject  to  the  provisions  of  section  310 of the  Act  every  director
     (including an alternate  director) or other officer of the Company shall be
     indemnified  out of the  assets  of  the  Company  against  all  losses  or
     liabilities  which he may sustain or incur in or about the lawful execution
     of the duties of his office or otherwise in relation thereto, including any
     liability  incurred by him in defending any  proceedings,  whether civil or
     criminal,  in  which  judgment  is given  in his  favour  or in which he is
     acquitted  or in  connection  with any  application  under  section  144 or
     section 727 of the Act in which relief is granted to him by the court,  and
     no director  (including  an alternate  director) or other  officer shall be
     liable  for any  loss,  damage  or  misfortune  which  may  happen to or be
     incurred by the Company in the lawful execution of the duties of his office
     or in relation  thereto.  Regulation  118 of Table A shall not apply to the
     Company.

20.2 The  directors  shall have power to purchase and maintain at the expense of
     the  Company  for the  benefit  of any  director  (including  an  alternate
     director),  officer or auditor of the  Company  insurance  against any such
     liability as is referred to in section 310(1) of the Act and subject to the
     provisions of the Act against any other  liability  which may attach to him
     or loss or  expenditure  which he may incur in relation to anything done or
     alleged to have been done or omitted to be done as a director (including an
     alternate director), officer or auditor.

20.3 The directors may authorise directors of companies within the same group of
     companies as the Company to purchase and maintain  insurance at the expense
     of the Company  for the benefit of any  director  (including  an  alternate
     director),  other  officer or  auditor  of such  company in respect of such
     liability, loss or expenditure as is referred in Article 20.2.

EX-99

Company Number: 3419618

The Companies Acts 1985 to 1989

PRIVATE COMPANY LIMITED BY SHARES

      ___________________________________________________________________




                                   MEMORANDUM
                                  AND ARTICLES
                                 OF ASSOCIATION




                     Cinergy Global Power Services Limited*





                    Incorporated on 14th day of August, 1997






      ___________________________________________________________________

* The  name  of  the  Company  was  changed  from  (1)  Funjust  Limited  to MPI
International Limited recorded by Certificate of Incorporation on Change of Name
dated 22  September  1997,  and from (2) MPI  International  Limited  to Cinergy
Global Power Services Limited recorded by Certificate of Incorporation on Change
of Name dated 1 May 1998.

THE COMPANIES ACTS 1985 to 1989

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

Cinergy Global Power Services Limited*

1.       The Company's name is "Cinergy Global Power Services Limited".*

2.       The Company's registered office is to be situated in England and Wales.

3.       The Company's objects are:-

(a)(i) To carry on the business of a holding company in all its branches, and to
acquire  by  purchase,  lease,  concession,  grant,  licence or  otherwise  such
businesses,  options, rights, privileges, lands, buildings, leases, underleases,
stocks, shares,  debentures,  debenture stock, bonds,  obligations,  securities,
reversionary interests,  annuities, policies of assurance and other property and
rights and  interests in property as the Company shall deem fit and generally to
hold,  manage,  develop,  lease, sell or dispose of the same; and to vary any of
the investments of the Company,  to act as trustees of any deeds constituting or
securing any debentures,  debenture stock or other securities or obligations; to
enter  into,  assist,  or  participate  in  financial,  commercial,  mercantile,
industrial  and  other  transactions,   undertakings  and  businesses  of  every
description,  and to establish,  carry on,  develop and extend the same or sell,
dispose of or otherwise turn the same to account,  and to co-ordinate the policy
and  administration  of any companies of which this Company is a member or which
are in any manner controlled by, or connected with the Company,  and to carry on
all or any of the businesses of  capitalists,  trustees,  financiers,  financial
agents,  company  promoters,  bill  discounters,  insurance  brokers and agents,
mortgage brokers, rent and debt collectors,  stock and share brokers and dealers
and commission and general  agents,  merchants and traders;  and to manufacture,
buy, sell, maintain,  repair and deal in plant,  machinery,  tools, articles and
things  of  all  kinds   capable  of  being  used  for  the   purposes   of  the
above-mentioned businesses or any of them, or likely to be required by customers
of or persons having dealings with the Company.

     (ii) To provide  persons or firms  carrying  on any  profession,  business,
trade or occupation  with  accounting,  secretarial  and office services and all
staff, premises,  office furniture and equipment,  office cleaning,  repairs and
decorations,  lighting,  heating,  telephone service,  cars,  transport,  books,
periodicals,  reports,  photoprinting,  general  printing and stationery and all
such  services  as may  from  time to  time be  required  for  the  conduct  and
management of such profession,  business,  trade or occupation;  and to carry on
all or any of the businesses of secretaries,  registrars,  nominee shareholders,
investment holders,  general managers,  administrators,  advisers,  accountants,
book-keepers,  agents,  representatives,  costing  investigators,   negotiators,
intermediaries,   business  and  efficiency  experts,  estimators,   advertising
managers,  building society agents, insurance agents, estate agents and property
managers,  valuers, printers,  publishers,  and stationers,  providers of office
accommodation,  and of all kinds of commercial  intelligence and services,  hire
purchase and general  financiers,  company promoters and underwriters of capital
issues,  dealers in stocks  and  shares,  tourist  agents,  social and  business
organisers,  and dealers and contractors in and makers,  importers and exporters
of all kinds of goods and merchandise;  and to institute,  enter into, carry on,
assist and  participate  in  financial,  promoting,  dealing and other  business
works, contracts or operations of all kinds, to invest or procure the investment
in, and to deal and  operate in and with  rights,  securities,  stocks,  shares,
debentures,   bonds,  articles  and  things  of  all  kinds;  and  to  undertake
secretarial  work and to supply or lend assistance or accommodation to or do any
act or thing for companies,  professional or business men or otherwise upon such
terms as may be thought fit.

     (iii) To carry on any other  trade or  business  whatever  which can in the
opinion of the Board of Directors  be  advantageously  carried on in  connection
with or ancillary to any of the businesses of the Company.

     (b) To  purchase or by any other means  acquire and take  options  over any
property  whatever,  and any rights or privileges of any kind over or in respect
of any property.

     (c) To apply  for,  register,  purchase,  or by  other  means  acquire  and
protect,  prolong  and renew,  whether in the United  Kingdom or  elsewhere  any
patents, patent rights, brevets d'invention,  licences, secret processes,  trade
marks, designs,  protections and concessions and to disclaim, alter, modify, use
and turn to account and to manufacture  under or grant licences or privileges in
respect of the same,  and to expend  money in  experimenting  upon,  testing and
improving  any  patents,  inventions  or rights which the Company may acquire or
propose to acquire.

     (d) To  acquire  or  undertake  the  whole  or any  part  of the  business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the  businesses  which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities  of such  person,  firm or company,  or to acquire an  interest  in,
amalgamate  with, or enter into  partnership or into any arrangement for sharing
profits,  or for  co-operation,  or for mutual  assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company,  and to give or accept,  by way of consideration for any of the acts
or things  aforesaid or property  acquired,  any shares,  debentures,  debenture
stock or securities  that may be agreed upon,  and to hold and retain,  or sell,
mortgage and deal with any shares, debentures,  debenture stock or securities so
received.

     (e) To improve, manage, construct,  repair, develop, exchange, let on lease
or  otherwise,  mortgage,  charge,  sell,  dispose of,  turn to  account,  grant
licences,  options,  rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights of the Company.

     (f) To invest  and deal  with the  moneys of the  Company  not  immediately
required  in such manner as may from time to time be  determined  and to hold or
otherwise deal with any investments made.

     (g) To lend and  advance  money or give  credit  on any  terms  and with or
without security to any person,  firm or company (including without prejudice to
the  generality  of the  foregoing  any holding  company,  subsidiary  or fellow
subsidiary of, or any other company associated in any way with, the Company), to
enter into  guarantees,  contracts of indemnity and suretyships of all kinds, to
receive  money on deposit or loan upon any terms,  and to secure or guarantee in
any manner and upon any terms the payment of any sum of money or the performance
of any obligation by any person, firm or company (including without prejudice to
the  generality of the foregoing any such holding  company,  subsidiary,  fellow
subsidiary or associated company as aforesaid).

     (h) To borrow and raise money in any manner and to secure the  repayment of
any money borrowed, raised or owing by mortgage, charge, standard security, lien
or other security upon the whole or any part of the Company's property or assets
(whether  present or future),  including  its  uncalled  capital,  and also by a
similar  mortgage,  charge,  standard  security,  lien or security to secure and
guarantee the  performance  by the Company of any obligation or liability it may
undertake or which may become binding on it.

     (i) To draw, make, accept, endorse, discount,  negotiate, execute and issue
cheques,  bills  of  exchange,  promissory  notes,  bills of  lading,  warrants,
debentures, and other negotiable or transferable instruments.

     (j) To apply for,  promote,  and obtain any Act of  Parliament,  order,  or
licence of the  Department of Trade or other  authority for enabling the Company
to carry any of its objects into effect,  or for effecting any  modification  of
the Company's  constitution,  or for any other purpose which may seem calculated
directly or  indirectly to promote the  Company's  interests,  and to oppose any
proceedings or applications which may seem calculated  directly or indirectly to
prejudice the Company's interests.

     (k) To  enter  into  any  arrangements  with any  government  or  authority
(supreme,  municipal,  local,  or  otherwise)  that  may seem  conducive  to the
attainment of the Company's  objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think  desirable  and to carry out,  exercise,  and comply
with any such charters, decrees, rights, privileges, and concessions.

     (l) To subscribe for, take,  purchase,  or otherwise  acquire,  hold, sell,
deal with and dispose  of,  place and  underwrite  shares,  stocks,  debentures,
debenture stocks,  bonds,  obligations or securities issued or guaranteed by any
other company  constituted or carrying on business in any part of the world, and
debentures,  debenture  stocks,  bonds,  obligations  or  securities  issued  or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.

     (m) To control, manage, finance, subsidise, co-ordinate or otherwise assist
any company or companies in which the Company has a direct or indirect financial
interest,  to provide  secretarial,  administrative,  technical,  commercial and
other services and facilities of all kinds for any such company or companies and
to make payments by way of  subvention  or otherwise and any other  arrangements
which may seem  desirable  with  respect to any  business  or  operations  of or
generally with respect to any such company or companies.

     (n) To promote any other  company for the purpose of acquiring the whole or
any part of the business or property or undertaking or any of the liabilities of
the  Company,  or of  undertaking  any business or  operations  which may appear
likely to assist or benefit the Company or to enhance the value of any  property
or  business  of  the  Company,  and to  place  or  guarantee  the  placing  of,
underwrite, subscribe for, or otherwise acquire all or any part of the shares or
securities of any such company as aforesaid.

     (o) To sell or  otherwise  dispose of the whole or any part of the business
or  property  of  the  Company,   either  together  or  in  portions,  for  such
consideration  as the  Company  may think fit,  and in  particular  for  shares,
debentures,  or securities  of any company  purchasing  the same.  (p) To act as
agents or brokers  and as  trustees  for any  person,  firm or  company,  and to
undertake and perform sub-contracts.

     (q) To remunerate  any person,  firm or company  rendering  services to the
Company  either by cash payment or by the  allotment to him or them of shares or
other  securities  of the  Company  credited  as  paid  up in full or in part or
otherwise as may be thought expedient.

     (r) To distribute  among the Members of the Company in kind any property of
the Company of whatever nature.

     (s) To pay all or any expenses  incurred in connection  with the promotion,
formation and incorporation of the Company, or to contract with any person, firm
or company to pay the same,  and to pay  commissions  to brokers  and others for
underwriting,  placing,  selling, or guaranteeing the subscription of any shares
or other securities of the Company.

     (t) To support and  subscribe  to any  charitable  or public  object and to
support and subscribe to any institution,  society, or club which may be for the
benefit of the Company or its Directors or employees,  or may be connected  with
any town or place  where  the  Company  carries  on  business;  to give or award
pensions,  annuities,  gratuities,  and  superannuation  or other  allowances or
benefits or charitable aid and generally to provide  advantages,  facilities and
services for any persons who are or have been  Directors  of, or who are or have
been employed by, or who are serving or have served the Company,  or any company
which is a subsidiary of the Company or the holding  company of the Company or a
fellow  subsidiary of the Company or the predecessors in business of the Company
or of any such  subsidiary,  holding  or fellow  subsidiary  company  and to the
wives,  widows,  children and other relatives and dependants of such persons; to
make payments towards insurance including insurance for any Director, officer or
Auditor  against any  liability as is referred to in Section  310(1) of the Act;
and to set up, establish, support and maintain superannuation and other funds or
schemes  (whether  contributory or  non-contributory)  for the benefit of any of
such  persons and of their  wives,  widows,  children  and other  relatives  and
dependants;  and to set up,  establish,  support and maintain  profit sharing or
share purchase schemes for the benefit of any of the employees of the Company or
of any such subsidiary,  holding or fellow subsidiary  company and to lend money
to any such employees or to trustees on their behalf to enable any such purchase
schemes to be established or maintained.

     (u) Subject to and in accordance  with a due compliance with the provisions
of Sections 155 to 158  (inclusive) of the Act (if and so far as such provisions
shall be  applicable),  to give,  whether  directly or  indirectly,  any kind of
financial  assistance (as defined in Section  152(1)(a) of the Act) for any such
purpose as is specified in Section 151(1) and/or Section 151(2) of the Act.

     (v) To procure the Company to be  registered  or  recognised in any part of
the world.

     (w) To cease  carrying  on or to wind up any  business  or  activity of the
Company,  and to cancel  any  registration  of,  and to wind up or  procure  the
dissolution of the Company in any state or territory.

     (x) To do all or any of the things or matters  aforesaid in any part of the
world and either as  principals,  agents,  contractors  or otherwise,  and by or
through  agents,  brokers,  sub-contractors  or otherwise and either alone or in
conjunction with others.

     (y) To do all such other things as may be deemed incidental or conducive to
the attainment of the Company's objects or any of them.

     AND so that:-

          (1) None of the  objects  set forth in any  sub-clause  of this Clause
     shall be  restrictively  construed but the widest  interpretation  shall be
     given to each such object, and none of such objects shall, except where the
     context  expressly  so  requires,  be in any way limited or  restricted  by
     reference  to or  inference  from any other  object or objects set forth in
     such  sub-clause,  or by reference  to or  inference  from the terms of any
     other  sub-clause of this Clause,  or by reference to or inference from the
     name of the Company.

          (2) None of the  sub-clauses  of this  Clause and none of the  objects
     therein  specified  shall be deemed  subsidiary  or ancillary to any of the
     objects specified in any other such sub-clause,  and the Company shall have
     as full a power to exercise each and every one of the objects  specified in
     each sub-clause of this Clause as though each such sub-clause contained the
     objects of a separate Company.

          (3) The word "company" in this Clause,  except where used in reference
     to the Company, shall be deemed to include any partnership or other body of
     persons,  whether  incorporated or unincorporated  and whether domiciled in
     the United Kingdom or elsewhere.

          (4) In this Clause the  expression  "the Act" means the  Companies Act
     1985,  but so that any reference in this Clause to any provision of the Act
     shall be deemed to include a reference  to any  statutory  modification  or
     re-enactment of that provision for the time being in force.

4.   The liability of the Members is limited.

5.   The  Company's  share  capital  is(pound)1,000  divided  into 1,000  shares
     of(pound)1 each.

WE, the subscribers to this Memorandum of Association,  wish to be formed into a
Company pursuant to this  Memorandum;  and we agree to take the number of shares
shown opposite our respective names.
_____________________________________________________________________________

Names and addresses of Subscribers             Number of shares taken by each
                                               Subscriber
_____________________________________________________________________________


1.      For and on behalf of Instant      -              One
        Companies Limited
        1 Mitchell Lane
        Bristol  BS1 6BU


1.      For and on behalf of              -              One
        Swift Incorporations Limited
        1 Mitchell Lane
        Bristol  BS1 6BU
                                                  _________________

Total shares taken                        -              Two

__________________________________________________________________________

Dated this 1st day of July, 1997

Witness to the above Signatures:-                        Mark Anderson
                                                         1 Mitchell Lane
                                                         Bristol  BS1 6BU


THE COMPANIES ACTS 1985 to 1989

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF

Cinergy Global Power Services Limited

PRELIMINARY

     1.  (a)  The  Regulations  contained  in  Table  A in the  Schedule  to the
Companies  (Tables A to F) Regulations  1985 (SI 1985 No. 805) as amended by the
Companies (Tables A to F) (Amendment)  Regulations 1985 (SI 1985 No. 1052) (such
Table being hereinafter  called "Table A") shall apply to the Company save in so
far as they are  excluded  or varied  hereby  and such  Regulations  (save as so
excluded  or  varied)  and  the  Articles  hereinafter  contained  shall  be the
regulations of the Company.

          (b) In these Articles the expression "the Act" means the Companies Act
     1985,  but so that any reference in these  Articles to any provision of the
     Act shall be deemed to include a reference to any statutory modification or
     re-enactment of that provision for the time being in force.

ALLOTMENT OF SHARES

     2. (a) Shares which are  comprised  in the  authorised  but unissued  share
capital  of the  Company  shall be under the  control of the  Directors  who may
(subject  to Section 80 of the Act and to  paragraph  (c)  below)  allot,  grant
options over or otherwise  dispose of the same, to such  persons,  on such terms
and in such manner as they think fit.

          (b) In  accordance  with Section  91(1) of the Act Sections  89(1) and
     90(1) to (6) (inclusive) of the Act shall not apply to the Company.

          (c) The Directors are generally and unconditionally authorised for the
     purposes of Section 80 of the Act, to exercise  any power of the Company to
     allot and grant rights to subscribe for or convert  securities  into shares
     of the  Company  up to the  amount of the  authorised  but  unissued  share
     capital with which the Company is  incorporated at any time or times during
     the period of five years from the date of  incorporation  and the Directors
     may,  after that  period,  allot any shares or grant any such rights  under
     this  authority  in pursuance of an offer or agreement so to do made by the
     Company  within that  period.  The  authority  hereby given may at any time
     (subject to the said Section 80) be renewed,  revoked or varied by Ordinary
     Resolution of the Company in General Meeting.

SHARES

     3. The lien  conferred  by Clause 8 in Table A shall  attach  also to fully
paid-up  shares,  and the Company shall also have a first and paramount  lien on
all shares,  whether fully paid or not,  standing  registered in the name of any
person indebted or under liability to the Company,  whether he shall be the sole
registered holder thereof or shall be one of two or more joint holders,  for all
moneys presently payable by him or his estate to the Company.  Clause 8 in Table
A shall be modified accordingly.

     4. The  liability  of any  Member in  default in respect of a call shall be
increased by the addition at the end of the first sentence of Clause 18 in Table
A of the words "and all expenses  that may have been  incurred by the Company by
reason of such non-payment".

GENERAL MEETINGS AND RESOLUTIONS

     5. (a) Every  notice  convening  a General  Meeting  shall  comply with the
provisions of Section  372(3) of the Act as to giving  information to Members in
regard  to  their   right  to  appoint   proxies;   and  notices  of  and  other
communications  relating to any General  Meeting which any Member is entitled to
receive shall be sent to the Directors and to the Auditors for the time being of
the Company.

          (b)  Clause 37 in Table A shall be read and  construed  as if the last
     sentence were omitted therefrom.

          (c) No business  shall be transacted at any General  Meeting  unless a
     quorum is present.  Subject to paragraph (d) below two persons  entitled to
     vote upon the business to be transacted, each being a Member or a proxy for
     a Member or a duly authorised  representative of a corporation,  shall be a
     quorum.

          (d) If and for so long as the Company has only one Member, that Member
     present in person or by proxy or if that Member is a corporation  by a duly
     authorised representative shall be a quorum.

          (e) If a  quorum  is not  present  within  half an hour  from the time
     appointed for a General  Meeting the General  Meeting shall stand adjourned
     to the  same day in the next  week at the  same  time and  place or to such
     other day and at such other time and place as the Directors may  determine;
     and if at the adjourned General Meeting a quorum is not present within half
     an hour from the time  appointed  therefor such adjourned  General  Meeting
     shall be dissolved.

          (f) Clauses 40 and 41 in Table A shall not apply to the Company.

     6.  (a) If and for so long as the  Company  has only  one  Member  and that
Member takes any decision which is required to be taken in General Meeting or by
means of a written resolution,  that decision shall be as valid and effectual as
if agreed by the Company in General  Meeting save that this paragraph  shall not
apply to resolutions passed pursuant to Sections 303 and 391 of the Act.

          (b) Any  decision  taken by a sole Member  pursuant to  paragraph  (a)
     above  shall be recorded  in writing  and  delivered  by that Member to the
     Company for entry in the Company's Minute Book.

     7. Clause 62 in Table A shall be read and construed as if the words "within
the United Kingdom" were omitted therefrom.

APPOINTMENT OF DIRECTORS

     8. (a) Clause 64 in Table A shall not apply to the Company.

          (b)  The  maximum  number  and  minimum  number  respectively  of  the
     Directors  may be  determined  from time to time by Ordinary  Resolution in
     General  Meeting  of the  Company.  Subject  to and in  default of any such
     determination there shall be no maximum number of Directors and the minimum
     number of  Directors  shall be one.  Whensoever  the minimum  number of the
     Directors  shall be one, a sole Director  shall have  authority to exercise
     all the powers and  discretions by Table A and by these Articles  expressed
     to be vested in the Directors generally,  and Clause 89 in Table A shall be
     modified accordingly.

          (c) The  Directors  shall not be required  to retire by  rotation  and
     Clauses 73 to 80 (inclusive) in Table A shall not apply to the Company.

          (d) No person  shall be  appointed a Director  at any General  Meeting
     unless either:-

               (i) he is recommended by the Directors; or

               (ii) not less than fourteen nor more than thirty-five  clear days
          before the date appointed for the General Meeting,  notice signed by a
          Member  qualified to vote at the General Meeting has been given to the
          Company of the  intention  to  propose  that  person for  appointment,
          together  with notice signed by that person of his  willingness  to be
          appointed.

          (e)  Subject to  paragraph  (d) above,  the  Company  may by  Ordinary
     Resolution in General  Meeting  appoint any person who is willing to act to
     be a Director, either to fill a vacancy or as an additional Director.

          (f) The  Directors  may appoint a person who is willing to act to be a
     Director,  either to fill a vacancy or as an additional Director,  provided
     that the  appointment  does not cause the number of Directors to exceed any
     number  determined  in accordance  with  paragraph (b) above as the maximum
     number of Directors and for the time being in force.

          (g) In any case where as the  result of the death of a sole  Member of
     the  Company  the Company  has no Members  and no  Directors  the  personal
     representatives  of such deceased  Member shall have the right by notice in
     writing  to  appoint  a person to be a  Director  of the  Company  and such
     appointment  shall be as  effective  as if made by the  Company  in General
     Meeting pursuant to paragraph (e) of this Article.

BORROWING POWERS

     9. The Directors may exercise all the powers of the Company to borrow money
without  limit as to amount and upon such terms and in such manner as they think
fit,  and  subject  (in the case of any  security  convertible  into  shares) to
Section 80 of the Act to grant any  mortgage,  charge or standard  security over
its  undertaking,  property and uncalled  capital,  or any part thereof,  and to
issue debentures,  debenture stock, and other securities  whether outright or as
security for any debt,  liability or  obligation  of the Company or of any third
party.

ALTERNATE DIRECTORS

     10. (a) An alternate  Director shall not be entitled as such to receive any
remuneration from the Company, save that he may be paid by the Company such part
(if  any)  of the  remuneration  otherwise  payable  to his  appointor  as  such
appointor may by notice in writing to the Company from time to time direct,  and
the first sentence of Clause 66 in Table A shall be modified accordingly.

          (b) A Director,  or any such other person as is mentioned in Clause 65
     in Table A, may act as an  alternate  Director to  represent  more than one
     Director, and an alternate Director shall be entitled at any meeting of the
     Directors  or of any  committee  of the  Directors  to one vote  for  every
     Director  whom he  represents  in  addition  to his own  vote (if any) as a
     Director,  but he shall  count as only one for the  purpose of  determining
     whether a quorum is present.

          (c)  Clause 66 in Table A shall be read and  construed  as if the last
     sentence were omitted therefrom.

GRATUITIES AND PENSIONS

     11. (a) The Directors  may exercise the powers of the Company  conferred by
Clause  3(t) of the  Memorandum  of  Association  of the  Company  and  shall be
entitled to retain any benefits received by them or any of them by reason of the
exercise of any such powers.

          (b) Clause 87 in Table A shall not apply to the Company.

PROCEEDINGS OF DIRECTORS

     12.  (a) Clause 88 in Table A shall be read and  construed  as if the third
sentence were omitted therefrom.

          (b) A Director  may vote,  at any meeting of the  Directors  or of any
     committee of the Directors,  on any resolution,  notwithstanding that it in
     any way  concerns  or  relates  to a matter  in which he has,  directly  or
     indirectly,  any kind of interest  whatsoever,  and if he shall vote on any
     such resolution as aforesaid his vote shall be counted;  and in relation to
     any such  resolution as aforesaid he shall (whether or not he shall vote on
     the same) be taken into account in  calculating  the quorum  present at the
     meeting.

          (c)  Clauses  94 to 97  (inclusive)  in Table A shall not apply to the
     Company.

THE SEAL

     13. (a) If the Company has a seal it shall only be used with the  authority
of the Directors or of a committee of Directors. The Directors may determine who
shall sign any  instrument to which the seal is affixed and unless  otherwise so
determined  it shall be  signed by a  Director  and by the  Secretary  or second
Director.  The  obligation  under Clause 6 in Table A relating to the sealing of
share  certificates  shall apply only if the  Company has a seal.  Clause 101 in
Table A shall not apply to the Company.

          (b) The Company may exercise the powers conferred by Section 39 of the
     Act with regard to having an official seal for use abroad,  and such powers
     shall be vested in the Directors.

NOTICES

     14. (a) A notice may be given by the Company to any Member or other persons
entitled to a share in  consequence  of the death or  bankruptcy  of a Member by
post or by telegraphic or telex or facsimile communication.  Clauses 112 and 116
in Table A shall be modified accordingly.

          (b) Clause 112 in Table A shall be read and  construed  as if the last
     sentence were omitted therefrom.

          (c) A  notice  given  by post  shall  be  deemed  to be  given  at the
     expiration  of 96 hours after the envelope  containing  it was posted and a
     notice given by  telegraphic or telex or facsimile  communication  shall be
     deemed to be given at the  expiration  of 24 hours  after  despatch  of the
     communication. Clause 115 in Table A shall be modified accordingly.

          (d) Clause 116 in Table A shall be read and  construed as if the words
     "within the United Kingdom" were omitted therefrom.

INDEMNITY

     15. (a) Every  Director or other officer or Auditor of the Company shall be
indemnified  out of the assets of the Company  against all losses or liabilities
which he may  sustain  or incur in or about the  execution  of the duties of his
office or otherwise in relation thereto, including any liability incurred by him
in defending any proceedings,  whether civil or criminal,  or in connection with
any  application  under Section 144 or Section 727 of the Act in which relief is
granted to him by the Court,  and no Director or other  officer  shall be liable
for any loss,  damage or  misfortune  which may happen to or be  incurred by the
Company in the execution of the duties of his office or in relation thereto. But
this Article shall only have effect in so far as its  provisions are not avoided
by Section 310 of the Act.

          (b) The  Directors  shall have power to purchase  and maintain for any
     Director,  officer or Auditor of the  Company  insurance  against  any such
     liability as is referred to in Section 310(1) of the Act.

          (c) Clause 118 in Table A shall not apply to the Company.

TRANSFER OF SHARES

     16. The Directors may, in their absolute  discretion and without  assigning
any reason therefor, decline to register the transfer of a share, whether or not
it is a fully paid share,  and the first  sentence of Clause 24 in Table A shall
not apply to the Company.




_________________________________________________________________________

       Names and addresses of Subscribers
_________________________________________________________________________


1.         For and on behalf of Instant
           Companies Limited
           1 Mitchell Lane
           Bristol  BS1 6BU


2.         For and on behalf of
           Swift Incorporations Limited
           1 Mitchell Lane
           Bristol  BS1 6BU

__________________________________________________________________________

Dated this 1st day of July, 1997

Witness to the above Signatures:-      Mark Anderson
                                       1 Mitchell Lane
                                       Bristol  BS1 6BU

EX-99

Certificate No: 3504828


                             The Companies Act 1985



                         _______________________________

                        PRIVATE COMPANY LIMITED BY SHARES
                         ______________________________



                                   MEMORANDUM

                                     - and -

                             ARTICLES OF ASSOCIATION


                                       of


                       CINERGY GLOBAL POWER (UK) LIMITED*



               __________________________________________________

                         Incorporated on 5 February 1998

               __________________________________________________






*    The name of the  Company  was  changed  from Foray 1081  Limited to Cinergy
     Global Power (UK)  Limited  recorded by  Certificate  of  Incorporation  on
     Change of Name dated 3 April 1998.


                             The Companies Act 1985


                         ______________________________


                        PRIVATE COMPANY LIMITED BY SHARES
                         ______________________________



                            MEMORANDUM OF ASSOCIATION

                                       of


                        CINERGY GLOBAL POWER (UK) LIMITED

- --------------------------------------------------------------------------------


1.   The Company's name is "Cinergy Global Power (UK) Limited".*

2.   The Company's registered office is to be situated in England and Wales.

3.   The Company's objects are:-

     3.1  To carry out all or any of the  businesses  of general  merchants  and
          traders,   cash  and  credit   traders,   manufacturers'   agents  and
          representatives,   insurance  brokers  and  consultants,   estate  and
          advertising  agents,  mortgage brokers,  financial  agents,  advisers,
          managers and  administrators,  hire  purchase and general  financiers,
          brokers  and  agents,  commission  agents,  importers  and  exporters,
          manufacturers,  retailers,  wholesalers, buyers, sellers, distributors
          and  shippers  of,  and  dealers  in  all  products,   goods,   wares,
          merchandise  and  produce of every  description,  to  participate  in,
          undertake,  perform and carry on all kinds of commercial,  industrial,
          trading and financial  operations and enterprises;  to carry on all or
          any  of  the   businesses  of  marketing  and  business   consultants,
          advertising    agents   and   contractors,    general    storekeepers,
          warehousemen,  discount  traders,  mail  order  specialists,  railway,
          shipping and forwarding  agents,  shippers,  traders,  capitalists and
          financiers either on the Company's own account or otherwise,  printers
          and publishers; haulage and transport contractors, garage proprietors,
          operators,  hirers and  letters  on hire of, and  dealers in motor and
          other vehicles,  craft, plant,  machinery,  tools and equipment of all
          kinds;  and to  purchase  or  otherwise  acquire  and  take  over  any
          businesses or undertakings which may be deemed expedient, or to become
          interested  in, and to carry on or dispose of, remove or put an end to
          the same or otherwise deal with any such businesses or undertakings as
          may be thought desirable.

     3.2  To carry on any  other  trade or  business  whatever  which can in the
          opinion  of the board of  directors  be  advantageously  carried on in
          connection  with or as being  ancillary  to any of the  businesses  or
          activities of the Company.

     3.3  To purchase or by any other means  acquire and take  options  over any
          property whatever, and any rights or privileges of any kind over or in
          respect of any property.

     3.4  To apply  for,  register,  purchase,  or by other  means  acquire  and
          protect, prolong and renew, whether in the United Kingdom or elsewhere
          any patents,  patent rights,  brevets  d'invention,  licences,  secret
          processes,  trade marks,  designs,  protections and concessions and to
          disclaim,  alter,  modify,  use and turn to account and to manufacture
          under of grant  licences or privileges in respect of the same,  and to
          expend money in experimenting upon, testing and improving any patents,
          inventions  or rights  which the  Company  may  acquire  or propose to
          acquire.

     3.5  To  acquire  and  undertake  the  whole or any  part of the  business,
          goodwill  and assets of any  person,  firm or company  carrying  on or
          proposing  to carry on any of the  businesses  which  the  Company  is
          authorised to carry on and as part of the  consideration  for any such
          acquisition to undertake all or any of the liabilities of such person,
          firm or company,  or to acquire an interest in,  amalgamate  with,  or
          enter into partnership or into any arrangement for sharing profits, or
          for co-operation,  or for mutual assistance with any such person, firm
          or company, or for subsidising or otherwise assisting any such person,
          firm or company,  and to give or accept,  by way of consideration  for
          any of the acts or things aforesaid or property acquired,  any shares,
          debentures, debenture stock or securities that may be agreed upon, and
          to hold and  retain,  or sell,  mortgage  and  deal  with any  shares,
          debentures, debenture stock or securities so received.

     3.6  To improve, manage, construct, repair, develop, exchange, let on lease
          or otherwise,  mortgage,  charge,  sell,  dispose of, turn to account,
          grant  licences,  options,  rights and  privileges  in respect  of, or
          otherwise  deal with all or any part of the property and rights of the
          Company.

     3.7  To invest  and deal with the  moneys of the  Company  not  immediately
          required in such manner as may from time to time be  determined by the
          board of directors and to hold or otherwise deal with any  investments
          made.

     3.8  To lend and  advance  money or give  credit  on any  terms and with or
          without  security to any person,  firm or company  (including  without
          prejudice to the  generality  of the  foregoing  any holding  company,
          subsidiary or fellow subsidiary of, or any other company associated in
          any way with,  the  Company)  and to receive  money on deposit or loan
          upon any terms.

     3.9  To guarantee or  otherwise  support or secure,  either with or without
          the Company  receiving any  consideration  or advantage and whether by
          personal  covenant or by mortgaging or charging all or any part of the
          undertaking,  property,  assets,  rights  and  revenues  (present  and
          future) and uncalled  capital of the Company,  or by both such methods
          or by any other means whatever, the performance of the liabilities and
          obligations of and the repayment or payment of any moneys  whatever by
          any person, firm or company, including (but not limited to):-

          3.9.1any liabilities and obligations whatever of, and the repayment or
               payment of any moneys  whatever by, any company  which is for the
               time being or is likely to become the Company's  holding  company
               or a  subsidiary  of the  Company  or another  subsidiary  of the
               Company's  holding  company  or  otherwise  associated  with  the
               Company in business; and

          3.9.2any liabilities  and  obligations  incurred in connection with or
               for the purpose of the acquisition of shares in the Company or in
               any  company  which is for the time being the  Company's  holding
               company  in so far as the giving of any such  guarantee  or other
               support or security is not prohibited by law; and

          3.9.3the  repayment  or  payment  of the  principal  amounts  of,  and
               premiums,   interest  and  dividends  on,  any   borrowings   and
               securities.

     3.10 To borrow and raise money in any manner and to secure the repayment of
          any money  borrowed,  raised or owing by  mortgage,  charge,  standard
          security,  lien or other  security  upon the  whole or any part of the
          Company's  property or assets (whether  present or future),  including
          its uncalled capital, and also by a similar mortgage, charge, standard
          security,  lien or security to secure and guarantee the performance by
          the Company of any  obligation  or liability it may undertake or which
          may become binding on it.

     3.11 To draw, make, accept, endorse, discount, negotiate, execute and issue
          cheques,  bills  of  exchange,  promissory  notes,  bills  of  lading,
          warrants,   debentures,   and   other   negotiable   or   transferable
          instruments.

     3.12 To apply for,  promote,  and obtain any Act of Parliament,  order,  or
          licence of the Department of Trade or other authority for enabling the
          Company to carry any of its objects into effect,  or for effecting any
          modification of the Company's  constitution,  or for any other purpose
          which may seem to the board of directors to be calculated  directly or
          indirectly  to  promote  the  Company's  interests,  and to oppose any
          proceedings  or  applications  which  may  seem  to such  board  to be
          calculated   directly  or   indirectly   to  prejudice  the  Company's
          interests.

     3.13 To  enter  into any  arrangements  with any  government  or  authority
          (supreme,  municipal,  local, or otherwise) that may seem to the board
          of  directors  to be  conducive  to the  attainment  of the  Company's
          objects  or any of them,  and to obtain  from any such  government  or
          authority any charters,  decrees,  rights,  privileges or  concessions
          which such board may think desirable and to carry out,  exercise,  and
          comply  with  any  such  charters,  decrees,  rights,  privileges  and
          concessions.

     3.14 To subscribe for, take,  purchase,  or otherwise acquire,  hold, sell,
          deal  with and  dispose  of,  place  and  underwrite  shares,  stocks,
          debentures,  debenture stocks, bonds, obligations or securities issued
          or guaranteed by any other company constituted or carrying on business
          in any part of the world,  and debentures,  debenture  stocks,  bonds,
          obligations  or securities  issued or guaranteed by any  government or
          authority, municipal, local or otherwise, in any part of the world.

     3.15 To control,  manage,  finance,  subsidise,  co-ordinate  or  otherwise
          assist any company or  companies  in which the Company has a direct or
          indirect financial interest,  to provide secretarial,  administrative,
          technical,  commercial  and other services and facilities of all kinds
          for any such  company  or  companies  and to make  payments  by way of
          subvention or otherwise and any other  arrangements  which may seem to
          the board of directors to be desirable with respect to any business or
          operations  of or  generally  with  respect  to any  such  company  or
          companies.

     3.16 To promote any other company for the purpose of acquiring the whole or
          any part of the  business  or property  or  undertaking  or any of the
          liabilities  of  the  Company,  or  of  undertaking  any  business  or
          operations  which may appear to the board of directors to be likely to
          assist or benefit the Company or to enhance the value of any  property
          or business of the Company,  and to place or guarantee the placing of,
          underwrite, subscribe for, or otherwise acquire all or any part of the
          shares or securities of any such company as aforesaid.

     3.17 To sell or otherwise  dispose of the whole or any part of the business
          or property of the Company,  either together or in portions,  for such
          consideration  as  the  board  of  directors  may  think  fit,  and in
          particular  (but  without  limitation)  for  shares,   debentures,  or
          securities of any company purchasing the same.

     3.18 To act as agent or broker and as trustee  or nominee  for any  person,
          firm or company, and to undertake and perform sub-contracts.

     3.19 To remunerate any person,  firm or company  rendering  services to the
          Company  either by cash payment or by the  allotment to him or them of
          shares or other  securities of the Company credited as paid up in full
          or in part or otherwise.

     3.20 To pay all or any expenses  incurred in connection with the promotion,
          formation and  incorporation  of the Company,  or to contract with any
          person,  firm or company to pay the same,  and to pay  commissions  to
          brokers and others for underwriting, placing, selling, or guaranteeing
          the subscription of any shares or other securities of the Company.

     3.21 To provide,  and to establish  and maintain or concur in  establishing
          and maintaining trusts,  funds,  schemes,  clubs or other arrangements
          (whether contributory or non-contributory) with a view to providing:

          3.21.1  pensions,  insurances,  allowances,  gratuities,  bonuses  and
               incentives and benefits of every description  including,  but not
               limited to,  retirement  benefits  schemes  and/or life assurance
               schemes; and

          3.21.2 employees'  share schemes (within the meaning of section 743 of
               the  Companies  Act 1985)  including,  but not limited to, profit
               sharing, share option and share purchase schemes

          to  or  for  the  benefit  of  officers,  ex-officers,   employees  or
          ex-employees of the Company or its  predecessors in business or of any
          company  which  is for the  time  being  or has at any  time  been the
          Company's  holding  company or a subsidiary  of the Company or another
          subsidiary of that holding  company or of any  predecessor in business
          of any  such  company  or the  dependants  or  relatives  of any  such
          persons;  and to  provide or lend  money or  provide  other  financial
          assistance   in   accordance   with  or  for  the   purposes  of  such
          arrangements.

     3.22 To support (whether by direct  subscription,  the giving of guarantees
          or  otherwise)  any  charitable,   benevolent  or  educational   fund,
          institution  or  organisation,  or any event or purpose of a public or
          general  nature,  the  support of which will or may, in the opinion of
          the  board  of  directors,  directly  or  indirectly  benefit,  or  is
          calculated so to benefit, the Company or its business or activities or
          its officers, ex-officers,  employees or ex-employees or the business,
          activities or its officers, ex-officers,  employees or ex-employees of
          any  company  which is for the time  being or has at any time been the
          Company's  holding  company or a subsidiary  of the Company or another
          subsidiary  of that  holding  company  or the  officers,  ex-officers,
          employees  or  ex-employees  of any  predecessor  in  business  of the
          Company or any such company as aforesaid.

     3.23 Subject to and in accordance with a due compliance with the provisions
          of sections 155 to 158  (inclusive)  of the Act (if and so far as such
          provisions  shall  be  applicable),   to  give,  whether  directly  or
          indirectly,  any kind of financial  assistance  (as defined in section
          152(1)(a)  of the Act) for any such purpose as is specified in section
          151(1) and/or section 151(2) of the Act.

     3.24 To purchase and maintain,  for the benefit of any director  (including
          an  alternate  director),  officer or auditor of the Company or of any
          company  which  is the  holding  company,  a  subsidiary,  or a fellow
          subsidiary  of the  Company,  insurance  against any  liability  as is
          referred  to in  section  310(1)  of  the  Act  and,  subject  to  the
          provisions of the Act, against any other liability which may attach to
          him or loss or expenditure  which he may incur in relation to anything
          done or  alleged to have been done or omitted to be done as a director
          (including  an alternate  director),  officer or auditor and,  subject
          also to the provisions of the Act, to indemnify any such person out of
          the assets of the Company  against all losses or liabilities  which he
          may sustain or incur in or about the lawful execution of the duties of
          his office or otherwise in relation thereto and, without  prejudice to
          the foregoing, to grant any such indemnity after the occurrence of the
          event giving rise to any such liability.

     3.25 To distribute among the members of the Company in kind any property of
          the  Company of  whatever  nature.  3.26 To procure  the Company to be
          registered or recognised in any part of the world.

     3.27 To do all or any of the things or matters aforesaid in any part of the
          world and either as principal,  agent, contractor or otherwise, and by
          or through agents,  brokers,  sub-contractors  or otherwise and either
          alone or in conjunction with others.

     3.28 To do all such other things as may be deemed  incidental  or conducive
          to the attainment of the Company's objects or any of them.

          AND so that:-

          3.28.1 none of the objects set out in any of the preceding sub-clauses
               of this Clause 3 shall be restrictively  construed but the widest
               interpretation  shall be given to each such  object,  and none of
               such  objects  shall,  except  where  the  context  expressly  so
               requires,  be in any way limited or restricted by reference to or
               inference  from any  other  object or  objects  set forth in such
               sub-clause, or by reference to or inference from the terms of any
               other  sub-clause  of  this  Clause  3,  or  by  reference  to or
               inference from the name of the Company;

          3.28.2 none of the preceding  sub-clauses of this Clause 3 and none of
               the  objects  therein  specified  shall be deemed  subsidiary  or
               ancillary  to any of the  objects  specified  in any  other  such
               sub-clause,  and the  Company  shall  have  as  full a  power  to
               exercise  each and every  one of the  objects  specified  in each
               sub-clause of this Clause 3 as though each  sub-clause  contained
               the objects of a separate company;

          3.28.3 the word  "company"  in this  Clause 3,  except  where  used in
               reference  to  the  Company,  shall  be  deemed  to  include  any
               partnership  or other body of persons,  whether  incorporated  or
               unincorporated  and whether  domiciled  in the United  Kingdom or
               elsewhere;

          3.28.4  in  this  Clause  3  the  expressions  "holding  company"  and
               "subsidiary"  shall have the meanings given to them  respectively
               by section 736 of the Act and the expression "subsidiaries" shall
               include a subsidiary undertaking as defined by section 258 of the
               Act; and

          3.28.5 in this Clause 3 the  expression  "the Act" means the Companies
               Act  1985,  but so that  any  reference  in this  Clause 3 to any
               provision  of the Act shall be deemed to include a  reference  to
               any statutory  modification  or re-enactment of that provision at
               the time this Clause 3 takes effect.

4.   The liability of the members is limited.

5.   The  Company's  share  capital  is(pound)1,000  divided  into 1,000  shares
     of(pound)1 each.


We, the several persons whose names, addresses, and descriptions are subscribed,
are desirous of being formed into a company in pursuance of this  Memorandum  of
Association  and we  respectively  agree to take the  number  of  shares  in the
capital of the Company set opposite our respective names.

- ------------------------------------------------------------------------

  Names, addresses and descriptions      Number of shares taken
         of Subscribers                  by the/each Subscriber

- ------------------------------------------------------------------------

JACQUELINE FISHER                                 One
- --------------------------------------------
926 Kingstanding Road
Birmingham
B44 9NG

Secretary


MATTHEW WILLIAM EDWARD HYLAND                     One
29 Highbrow
Harborne
Birmingham
B17 9EW

Solicitor


- ------------------------------------------------------------------------

DATED: 27th January 1998

- ------------------------------------------------------------------------

WITNESS to the above signatures:-

MICHELLE HUNT
269 Foley Road West
Streetly
Sutton Coldfield
B74 3NU

Secretary



                             The Companies Act 1985

                            ________________________


                        PRIVATE COMPANY LIMITED BY SHARES

                            ________________________

                             ARTICLES OF ASSOCIATION

                                       of

                       CINERGY GLOBAL POWER (UK) LIMITED*

- ------------------------------------------------------------------------

1.   Preliminary

     The  regulations  contained  in Table A in the  Schedule  to the  Companies
     (Tables A to F) Regulations  1985 in force at the time of adoption of these
     Articles (such Table being hereinafter called "Table A") shall apply to the
     Company save in so far as they are excluded or varied by these Articles and
     such  regulations  (save as so excluded to varied) and these Articles shall
     be the regulations of the Company.

2.   Interpretation

     In  these  Articles  and in  Table A the  following  expressions  have  the
     following meanings unless inconsistent with the context:-

     "the Act"                       the Companies Act 1985 including any
                                     statutory modification or re- enactment
                                     thereof for the time being in force.

     "these Articles"                these Articles of Association, whether
                                     as originally adopted or as from time
                                     to time altered by special resolution.

     "clear days"                    in relation to the period of a notice
                                     means that period excluding the day
                                     when the notice is given or deemed to
                                     be given and the day for which it is
                                     given or on which it is to take effect.

     "the directors"                 the directors for the time being of the
                                     Company or (as the context shall
                                     require) any of them acting as the
                                     board of directors of the Company.

     "executed"                      includes any mode of execution.

     "the holder"                    in relation to shares means the member
                                     whose name is entered in the register
                                     of members as the holder of the shares.

     "office"                        the registered office of the Company.

     "seal"                          the common seal of the Company (if any).

     "secretary"                     the secretary of the Company or any
                                     other person appointed to perform the
                                     duties of the secretary of the Company,
                                     including a joint, assistant or deputy
                                     secretary.

     "share"                         includes any interest in a share.

     "the United Kingdom"            Unless the context otherwise requires,
                                     words or expressions contained in these
                                     Articles and in Table A bear the same
                                     meaning as in the Act but excluding any
                                     statutory modification thereof not in
                                     force when these Articles become
                                     binding on the Company.  Regulation 1
                                     of Table A shall not apply to the
                                     Company.

3.       Share Capital

     3.1  The   authorised   share  capital  of  the  Company  at  the  time  of
          incorporation  of  the  Company   is(pound)1,000  divided  into  1,000
          ordinary shares of(pound)1.00 each.

     3.2  No shares  comprised in the  authorised  share  capital of the Company
          from time to time shall be issued  without  the  consent in writing of
          the  holder or holders  (in  aggregate)  of a  majority  of the voting
          rights in the Company  (within  the meaning of section  736A(2) of the
          Act) nor  shall any share be issued  at a  discount  or  otherwise  be
          issued in breach of the provisions of these Articles or of the Act.

     3.3  Regulation 4 of Table A and, in  accordance  with section 91(1) of the
          Act,  Sections 89(1) and 90(1) to (6) (inclusive) of the Act shall not
          apply to the Company.

4.   Lien

     The Company  shall have a first and paramount  lien on all shares,  whether
     fully paid or not,  standing  registered in the name of any person indebted
     or under liability to the Company,  whether he shall be the sole registered
     holder thereof or shall be one of two or more joint holders, for all moneys
     presently  payable by him or his  estate to the  Company.  Regulation  8 of
     Table A shall be modified accordingly.

5.   Calls on shares and forfeiture

     There shall be added at the end of the first  sentence of  regulation 18 of
     Table A, so as to  increase  the  liability  of any  member in  default  in
     respect of a call,  the words "and all expenses that may have been incurred
     by the Company by reason of such non-payment".

6.   Transfer of shares

     The  first  sentence  in  regulation  24 of Table A shall  not apply to the
     Company.  The words "They may also" at the beginning of the second sentence
     of that regulation shall be replaced by the words "The directors may".

7.   General meetings

     The directors may call general  meetings and regulation 37 of Table A shall
     not apply to the Company.

8.   Notice of general meetings

     8.1  A notice  convening a general meeting shall be required to specify the
          general  nature of the business to be  transacted  only in the case of
          special  business  and  regulation  38 of  Table A shall  be  modified
          accordingly.  The  words  "or  a  resolution  appointing  a  person  a
          director" and paragraphs (a) and (b) in regulation 38 of Table A shall
          be deleted and the words "in  accordance  with  section  369(3) of the
          Act"  shall be  inserted  after the words "if it is so agreed" in that
          regulation.

     8.2  All  business  shall  be  deemed  special  that  is  transacted  at an
          extraordinary  general meeting,  and also all that is transacted at an
          annual general meeting with the exception of declaring a dividend, the
          consideration  of the profit and loss account,  balance sheet, and the
          reports of the  directors  and auditors,  the  appointment  of and the
          fixing of the  remuneration  of the auditors and the giving or renewal
          of any  authority in accordance  with the  provisions of section 80 of
          the Act.

     8.3  Every  notice  convening  a  general  meeting  shall  comply  with the
          provisions of section  372(3) of the Act as to giving  information  to
          members in regard to their  right to appoint  proxies;  and notices of
          and other  communications  relating to any general  meeting  which any
          member is entitled to receive  shall be sent to the  directors  and to
          the auditors for the time being of the Company.

9.   Proceedings at general meetings

     9.1  The words,  "save that, if and for so long as the Company has only one
          person as a member,  one member present in person or by proxy shall be
          a  quorum"  shall  be  added  at the  end of the  second  sentence  of
          regulation 40 of Table A.

     9.2  If a quorum is not present within half an hour from the time appointed
          for a general meeting the general meeting shall stand adjourned to the
          same day in the next week at the same time and place or to such  other
          day and at such other time and place as the directors  may  determine;
          and if at the adjourned general meeting a quorum is not present within
          half an hour from the time  appointed  therefor  the member or members
          present  in  person  or by  proxy  or  (being  a  body  corporate)  by
          representative and entitled to vote upon the business to be transacted
          shall  constitute  a quorum and shall  have  power to decide  upon all
          matters which could properly have been disposed of at the meeting from
          which the adjournment  took place.  Regulation 41 of Table A shall not
          apply to the Company.

10.  Votes of members

     10.1 Regulation  54 of Table A shall not apply to the  Company.  Subject to
          any rights or restrictions for the time being attached to any class or
          classes of shares,  on a show of hands every  member  entitled to vote
          who (being an  individual) is present in person or by proxy (not being
          himself  a member  entitled  to vote) or (being a  corporate  body) is
          present  by a  representative  or proxy  (not  being  himself a member
          entitled  to vote) shall have one vote and,  on a poll,  every  member
          shall have one vote for each share of which he is the holder.

     10.2 The words "be entitled to" shall be inserted between the words "shall"
          and "vote" in regulation 57 of Table A.

     10.3 A member  shall  not be  entitled  to  appoint  more than one proxy to
          attend on the same  occasion  and  accordingly  the final  sentence of
          regulation  59 of Table A shall  not  apply to the  Company.  Any such
          proxy  shall be  entitled to cast the votes to which he is entitled in
          different ways.

11.  Number of directors

     11.1 Regulation 64 of Table A shall not apply to the Company.

     11.2 The maximum  number and minimum number  respectively  of the directors
          may be determined from time to time by ordinary resolution. Subject to
          and in default  of any such  determination  there  shall be no maximum
          number of directors and the minimum number of directors shall be one.

12.  Alternate directors

     12.1 An  alternate  director  shall be  entitled  to receive  notice of all
          meetings of the  directors  and of all meetings of  committees  of the
          directors of which his appointor is a member (subject to his giving to
          the Company an address  within the United Kingdom at which notices may
          be served on him), to attend and vote at any such meeting at which the
          director  appointing him is not personally  present,  and generally to
          perform  all the  functions  of his  appointor  at such  meeting  as a
          director in his absence.  An alternate  director shall not be entitled
          as such to receive any remuneration from the Company, save that he may
          be  paid  by the  Company  such  part  (if  any)  of the  remuneration
          otherwise  payable to his appointor as such appointor may by notice in
          writing to the  Company  from time to time  direct.  Regulation  66 of
          Table A shall not apply to the Company.

     12.2 A director,  or any such other person as is mentioned in regulation 65
          of Table A, may act as an alternate  director to  represent  more than
          one  director,  and an  alternate  director  shall be  entitled at any
          meeting of the  directors or of any  committee of the directors to one
          vote for every director whom he represents in addition to his own vote
          (if any) as a director, but he shall count as only one for the purpose
          of  determining  whether a quorum is present and the final sentence of
          regulation 88 of Table A shall not apply to the Company.

     12.3 Save as  otherwise  provided in the  regulations  of the  Company,  an
          alternate  director  shall be deemed  for the  purposes  specified  in
          Article 12.1 to be a director and shall alone be  responsible  for his
          own acts and  defaults  and he shall  not be deemed to be the agent of
          the director  appointing him. Regulation 69 of Table A shall not apply
          to the Company.

13.  Appointment and retirement of directors

     13.1 The  directors  shall  not be  required  to  retire  by  rotation  and
          regulations  73 to 80  (inclusive)  of Table A shall  not apply to the
          Company.

     13.2 A member or  members  holding a majority  of the voting  rights in the
          Company  (within the meaning of section 736A(2) of the Act) shall have
          power at any time,  and from time to time, to appoint any person to be
          a  director,  either  as an  additional  director  (provided  that the
          appointment  does not cause  the  number of  directors  to exceed  any
          number  determined  in  accordance  with  Article  11.2 as the maximum
          number of directors  for the time being in force) or to fill a vacancy
          and to remove from office any director howsoever  appointed.  Any such
          appointment  or  removal  shall be made by  notice in  writing  to the
          Company  signed by the  member or  members  making the same or, in the
          case  of a  member  being  a  corporate  body,  signed  by  one of its
          directors  or  duly  authorised  officers  or by its  duly  authorised
          attorney  and shall take effect upon  lodgement  of such notice at the
          office.

     13.3 The  Company  may by  ordinary  resolution  appoint  any person who is
          willing  to act to be a  director,  either to fill a vacancy  or as an
          additional director.

     13.4 The  directors  may  appoint a person  who is  willing  to act to be a
          director,  either  to fill a  vacancy  or as an  additional  director,
          provided that the  appointment  does not cause the number of directors
          to exceed any number determined in accordance with Article 11.2 as the
          maximum number of directors for the time being in force.

14.  Disqualification and removal of directors

     The office of a director shall be vacated if:-

     14.1 he ceases to be a director  by virtue of any  provision  of the Act or
          these Articles or he becomes  prohibited by law from being a director;
          or

     14.2 he becomes  bankrupt or makes any arrangement or composition  with his
          creditors generally; or

     14.3 he is, or may be, suffering from mental disorder and either:-

          14.3.1 he is admitted to hospital in pursuance of an  application  for
               admission for  treatment  under the Mental Health Act 1983 or, in
               Scotland,  an application  for admission  under the Mental Health
               (Scotland) Act 1960, or

          14.3.2 an order is made by a court having jurisdiction (whether in the
               United  Kingdom  or  elsewhere)  in  matters   concerning  mental
               disorder for his detention or for the  appointment of a receiver,
               curator bonis or other person to exercise  powers with respect to
               his property or affairs; or

     14.4 he resigns his office by notice to the Company; or

     14.5 he shall for more than six consecutive months have been absent without
          permission of the directors from meetings of the directors held during
          that period and the directors resolve that his office be vacated; or

     14.6 he is removed from office as a director pursuant to Article 13.2;

     and regulation 81 of Table A shall not apply to the Company.

15.  Gratuities and pensions

     Regulation  87 of Table A shall not apply to the Company and the  directors
     may  exercise  any powers of the Company  conferred  by its  Memorandum  of
     Association  to give and provide  pensions,  annuities,  gratuities  or any
     other benefits  whatsoever to or for past or present directors or employees
     (or their  dependants)  of the  Company  or any  subsidiary  or  associated
     undertaking  (as defined in section 27(3) of the Companies Act 1989) of the
     Company and the Directors shall be entitled to retain any benefits received
     by them or any of them by reason of the exercise of any such powers.

16.  Proceedings of the directors

     16.1 Whensoever the minimum  number of the directors  shall be one pursuant
          to the  provisions  of  Article  11.2,  a  sole  director  shall  have
          authority  to  exercise  all the  powers  and  discretions  which  are
          expressed  by  Table  A and by  these  Articles  to be  vested  in the
          directors  generally  and  regulations  89 and 90 of  Table A shall be
          modified accordingly.

     16.2 Subject  to the  provisions  of the  Act,  and  provided  that  he has
          disclosed  to the  directors  the nature and extent of any interest of
          his, a director notwithstanding his office:-

          16.2.1 may be a party to or otherwise interested in any transaction or
               arrangement  with the  Company or in which the  Company is in any
               way interested;

          16.2.2 may be a director  or other  officer of or  employed by or be a
               party  to  any  transaction  or  arrangement  with  or  otherwise
               interested  in any body  corporate  promoted by the Company or in
               which the Company is in any way interested;

          16.2.3 may or any firm or company of which he is a member or  director
               may act in a  professional  capacity  for the Company or any body
               corporate in which the Company is in any way interested;

          16.2.4 shall not by reason of his office be accountable to the Company
               for any benefit  which he derives  from such  office,  service or
               employment or from any such  transaction  or  arrangement or from
               any interest in any such body  corporate and no such  transaction
               or arrangement shall be liable to be avoided on the ground of any
               such interest or benefit; and

          16.2.5 shall be entitled to vote on any resolution and (whether or not
               he shall vote) be counted in the quorum on any matter referred to
               in  any  of  Articles  16.2.1  to  16.2.4  (inclusive)  or on any
               resolution  which in any way  concerns  or relates to a matter in
               which  he has,  directly  or  indirectly,  any  kind of  interest
               whatsoever  and if he shall vote on any  resolution  as aforesaid
               his vote shall be counted.

     16.3 For the purposes of Article 16.2:-

          16.3.1 a general  notice to the  directors  that a  director  is to be
               regarded as having an interest of the nature and extent specified
               in the  notice  in any  transaction  or  arrangement  in  which a
               specified  person  or class of  persons  is  interested  shall be
               deemed to be a  disclosure  that the  director has an interest in
               any such transaction of the nature and extent so specified;

          16.3.2 an interest of which a director has no  knowledge  and of which
               it is  unreasonable  to expect him to have knowledge shall not be
               treated as an interest of his; and

          16.3.3 an  interest  of a  person  who is for any  purpose  of the Act
               (excluding  any  statutory  modification  not in  force  when the
               Company  was  incorporated)  connected  with a director  shall be
               treated as an  interest  of the  director  and in  relation to an
               alternate  director an interest of his appointor shall be treated
               as an interest of the alternate director without prejudice to any
               interest which the alternate director has otherwise.

     16.4 Any director  (including an alternate  director) may  participate in a
          meeting of the  directors or a committee of the  directors of which he
          is  a  member  by  means  of  a   conference   telephone   or  similar
          communications  equipment  whereby  all persons  participating  in the
          meeting  can hear each  other and  participation  in a meeting in this
          manner  shall be  deemed  to  constitute  presence  in  person at such
          meeting  and,  subject  to these  Articles  and the  Act,  he shall be
          entitled  to vote  and be  counted  in a  quorum  accordingly.  Such a
          meeting shall be deemed to take place where the largest group of those
          participating  is assembled  or, if there is no such group,  where the
          chairman of the meeting then is.

     16.5 Regulation  88 of Table A shall be  amended  by  substituting  for the
          sentence:-

          "It shall not be  necessary  to give notice of a meeting to a director
          who is absent from the United Kingdom"

          the following sentence:-

          "Notice  of  every  meeting  of the  directors  shall be given to each
          director  and  his  alternate,   including   directors  and  alternate
          directors who may for the time being be absent from the United Kingdom
          and have given the  Company an address  within the United  Kingdom for
          service."

     16.6 Regulations  94 to 97  (inclusive)  of Table A shall  not apply to the
          Company.

17.  The seal

     If the Company has a seal it shall be used only with the  authority  of the
     directors or of a committee of the  directors.  The directors may determine
     who shall  sign any  instrument  to which the seal is  affixed  and  unless
     otherwise  so  determined,  every  instrument  to which the seal is affixed
     shall be signed by one director and by the  secretary or another  director.
     The  obligation  under  regulation  6 of Table A relating to the sealing of
     share certificates  shall only apply if the Company has a seal.  Regulation
     101 of Table A shall not apply to the Company.

18.  Notices

     18.1 In  regulation  112 of Table A, the words "by telex to a telex  number
          supplied  by the  member  for  such  purpose  or"  shall  be  inserted
          immediately  after the words "or by sending  it" and the words  "first
          class"  shall be  inserted  immediately  before  the words  "post in a
          prepaid envelope".

     18.2 Where a notice is sent by first class post, proof of the notice having
          been  posted  in a  properly  addressed,  prepaid  envelope  shall  be
          conclusive  evidence  that the notice was given and shall be deemed to
          have been  given at the  expiration  of 24 hours  after  the  envelope
          containing the same is posted. Where a notice is sent by telex receipt
          of the appropriate  answerback  shall be conclusive  evidence that the
          notice was given and the notice  shall be deemed to have been given at
          the  time  of  transmission   following  receipt  of  the  appropriate
          answerback. Regulation 115 of Table A shall not apply to the Company.

     18.3 If at any time by reason of the  suspension or  curtailment  of postal
          services  within the United Kingdom the Company is unable  effectively
          to convene a general  meeting  by notices  sent  through  the post,  a
          general meeting may be convened by a notice advertised in at least one
          national daily  newspaper and such notice shall be deemed to have been
          duly  served on all members  entitled  thereto at noon on the day when
          the  advertisement  appears.  In any such case the Company  shall send
          confirmatory copies of the notice by post if at least seven days prior
          to the  meeting  the posting of notices to  addresses  throughout  the
          United Kingdom again becomes practicable.

19.  Winding up

     In regulation 117 of Table A, the words "with the like  sanction"  shall be
     inserted immediately before the words "determine how the division".

20.  Indemnity

     20.1 Subject to the  provisions  of section  310 of the Act every  director
          (including  an  alternate  director)  or other  officer of the Company
          shall be  indemnified  out of the assets of the  Company  against  all
          losses or  liabilities  which he may  sustain or incur in or about the
          lawful  execution of the duties of his office or otherwise in relation
          thereto,  including  any  liability  incurred by him in defending  any
          proceedings, whether civil or criminal, in which judgement is given in
          his  favour  or in which he is  acquitted  or in  connection  with any
          application  under  section  144 or  section  727 of the Act in  which
          relief is granted to him by the court,  and no director  (including an
          alternate  director)  or other  officer  shall be liable for any loss,
          damage or misfortune which may happen to or be incurred by the Company
          in the lawful  execution  of the  duties of his office or in  relation
          thereto. Regulation 118 of Table A shall not apply to the Company.

     20.2 The directors shall have power to purchase and maintain at the expense
          of the Company for the benefit of any director (including an alternate
          director),  officer or auditor of the  Company  insurance  against any
          such  liability  as is  referred  to in section  310(1) of the Act and
          subject to the provisions of the Act against any other liability which
          may  attach  to him or loss  or  expenditure  which  he may  incur  in
          relation to  anything  done or alleged to have been done or omitted to
          be done as a director  (including an alternate  director),  officer or
          auditor.

     20.3 The  directors may  authorise  directors of companies  within the same
          group of companies  as the Company to purchase and maintain  insurance
          at  the  expense  of the  Company  for  the  benefit  of any  director
          (including  an alternate  director),  other officer or auditor of such
          company  in  respect  of such  liability,  loss or  expenditure  as is
          referred to in Article 20.2.

- ----------------------------------------------------

Names, addresses and descriptions of Subscribers

- ----------------------------------------------------


JACQUELINE FISHER
926 Kingstanding Road
Birmingham
B44 9NG

Secretary

MATTHEW WILLIAM EDWARD HYLAND
29 Highbrow
Harborne
Birmingham
B17 9EW

Solicitor


- ----------------------------------------------------

Dated:   27th January 1998

- ----------------------------------------------------

Witness to the above signatures:-


MICHELLE HUNT
269 Foley Road West
Streetly
Sutton Coldfield
B74 3NU

Secretary

EX-99

Certificate No: 3776925

The Companies Act 1985

_________________

PRIVATE COMPANY LIMITED BY SHARES

_________________

MEMORANDUM

— and –

ARTICLES OF ASSOCIATION

of

CINERGY GLOBAL TRADING LIMITED

_________________

Incorporated on 25 May 1999

_________________

Eversheds115
Colmore RowBirmingham
B3 3AL

Ref: ART.28
BIRCORP: 187734

THE COMPANIES ACT 1985

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

CINERGY GLOBAL TRADING LIMITED

1.     The Company’s name is “Cinergy Global Trading Limited”.¹

2.     The Company’s registered office is to be situated in England and Wales.

3.     The Company’s objects are:

(i) To carry on all or any of the businesses of a sales and trading company in relation to natural and all other types of gas, oil, and any other natural resources, in the UK or elsewhere, in any manner whatsoever and for all purposes, including without limitation exploration, discovery, drilling, mining, extracting, producing, treating, transporting, carrying, shipping, distributing, selling, buying, supplying (whether on a commercial or consumer basis or otherwise), storing, brokering, dealing, speculating, importing, exporting, providing consultancy services, and any other business related thereto, including the application for and holding of all necessary licences and consents.

(ii) To carry on all or any of the business of an electricity generating, sale and trading company, in the UK or elsewhere, in any manner whatsoever and for all purposes, including without limitation generating, producing, processing, transmitting, transforming, converting, distributing, selling, buying, supplying (whether on a commercial or consumer basis or otherwise), brokering, dealing, speculating, importing and exporting electricity, providing electricity consultancy services, and any other business related thereto, including the application for and holding of all necessary licences and consents.

(iii) To carry on business as a general commercial company.

(iv) To carry on any other business or activity which may seem to the Company capable of being carried on directly or indirectly for the benefit of the Company.

(v) To acquire by any means any real or personal property or rights whatsoever and to use, exploit and develop the same.

(vi) To conduct, promote and commission research and development in connection with any activity or proposed activity of the Company, and to apply for and take out, purchase or otherwise acquire any patents, patent rights, inventions, secret processes, designs, copyrights, trade marks, service marks, commercial names and designations, know-how, formulae, licences, concessions and the like (and any interest in any of them) and any exclusive or non-exclusive or limited right to use, and any secret or other information as to, any invention or secret process of any kind; and to use, exercise, develop, and grant licences in respect of, and otherwise turn to account and deal with, the property, rights and information so acquired.

(vii) To acquire by any means the whole or any part of the assets, and to undertake the whole or any part of the liabilities, of any person carrying on or proposing to carry on any business or activity which the Company is authorised to carry on or which can be carried on in connection therewith, and to acquire an interest in, amalgamate with or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition, or for mutual assistance with any such person and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, whether fully or partly paid up, debentures, or other securities or rights that may be agreed upon.

(viii) To subscribe for, underwrite, purchase or otherwise acquire, and to hold, and deal with, any shares, stocks, debentures, bonds, notes and other securities, obligations and other investments of any nature whatsoever and any options or rights in respect of them; and otherwise to invest and deal with the money and assets of the Company.

(ix) To lend money and give credit to any person.

(x) To borrow money, obtain credit and raise finance in any manner.

(xi) To secure by mortgage, charge, lien or other form of security upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital, the performance or discharge by the Company or any other person of any obligation or liability.

(xii) To provide any guarantee or indemnity in respect of the performance or discharge of any obligation or liability by, or otherwise for the benefit of, any person.

(xiii) To draw, make, accept, endorse, discount, negotiate, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

(xiv) To apply for, promote and obtain any Act of Parliament, charter, privilege, concession, licence or authorisation of any government, state, department or other authority (international, national, local, municipal or otherwise) for enabling the Company to carry any of its objects into effect or for extending any of the Company’s powers or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any actions, steps, proceedings or applications which may seem calculated directly or indirectly to prejudice the interests of the Company or of its members.

(xv) To enter into any arrangements with any government, state, department or other authority (international, national, local municipal or otherwise), or any other person, that may seem conducive to the Company’s objects or any of them, and to obtain from any such government, state, department, authority, or person, and to carry out, exercise and exploit, any charter, contract, decree, right, privilege or concession which the Company may think desirable.

(xvi) To do all or any of the following, namely:

(1) to establish, provide, carry on, maintain, manage, support, purchase and contribute (in cash or in kind) to any pension, superannuation, retirement, redundancy, injury, death benefit or insurance funds, trusts, schemes or policies for the benefit of, and to give or procure the given of pensions, annuities, allowances, gratuities, donations, emoluments, benefits of any description (whether in kind or otherwise), incentives, bonuses, assistance (whether financial or otherwise) and accommodation in such manner and on such terms as the company thinks fit to, and to make payments for or towards the insurance of –

(a) any individuals who are or were at any time in the employment of, or directors or officers of (or held comparable or equivalent office in), or acted as consultants or advisers to or agents for –

(i) the Company or any company which is or was its parent company or is or was a subsidiary undertaking of the Company or any such parent company; or

(ii) any person to whose business the Company or any subsidiary undertaking of the Company is, in whole or in part, a successor directly or indirectly; or

(iii) any person otherwise allied to or associated with the Company;

(b) any other individuals whose service has been of benefit to the Company or who the Company considers have a moral claim on the Company; and

(c) the spouses, widows, widowers, families and dependants of any such individuals as aforesaid; and

(2) to establish, provide, carry on, maintain, manage, support and provide financial or other assistance to welfare, sports and social facilities, associations, clubs, funds and institutions which the company considers likely to benefit or further the interests of any of the aforementioned individuals, spouses, widows, widowers, families and dependants.

(xvii) To establish, maintain, manage, support and contribute (in cash or in kind) to any schemes or trusts for the acquisition of shares in the Company or its parent company by or for the benefit of any individuals who are or were at any time in the employment of, or directors or officers of, the Company or any company which is or was its parent company or is or was a subsidiary undertaking of the Company or any such parent company, and to lend money to any such individuals to enable them to acquire shares in the Company or in its parent company and to establish, maintain, manage and support (financially or otherwise) any schemes for sharing profits of the Company or any other such company as aforesaid with any such individuals.

(xviii) To subscribe or contribute (in cash or in kind) to, and to promote or sponsor, any charitable, benevolent or useful object of a public character or any object which the Company considers may directly or indirectly further the interests of the Company, its employees or its members.

(xix) To pay and discharge all or any expenses, costs and disbursements, to pay commissions and to remunerate any person for services rendered or to be rendered, in connection with the formation, promotion and flotation of the Company and the underwriting or placing or issue at any time of any securities of the Company or of any other person.

(xx) To the extent permitted by law, to give any kind of financial assistance, directly or indirectly, for the acquisition of shares in the Company or any parent company of the Company or for the reduction or discharge of any liability incurred for the purpose of such an acquisition.

(xxi) To issue, allot and grant options over securities of the Company for cash or otherwise or in payment or part payment for any real or personal property or rights therein purchased or otherwise acquired by the Company or any services rendered to, or at the request of, or for the benefit of, the Company or as security for, or indemnity for, or towards satisfaction of, any liability or obligation undertaken or agreed to be undertaken by or for the benefit of the Company, or in consideration of any obligation or liability (even if valued at less than the nominal value of such securities) or for any other purpose.

(xxii) To procure the Company to be registered or recognised in any part of the world.

(xxiii) To promote any other company or entity for the purpose of acquiring all or any of the property or undertaking any of the liabilities of the Company, or both, or of undertaking any business or activity which may appear likely to assist or benefit the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares, debentures or other securities of any such company or entity as aforesaid.

(xxiv) To dispose by any means of the whole or any part of the assets of the Company or of any interest therein.

(xxv) To distribute among the members of the Company in kind any assets of the Company.

(xxvi) To do all or any of the above things in any part of the world, and either as principal, agent, trustee, contractor or otherwise, and either alone or in conjunction with others, and either by or through agents, trustees, sub-contractors or otherwise.

(xxvii) To do all such other things as may be deemed, or as the Company considers, incidental or conducive to the attainment of the above objects or any of them.

        AND IT IS HEREBY DECLARED that in this clause:

A) unless the context otherwise requires, words in the singular include the plural and vice versa;

B) unless the context otherwise requires, a reference to a person includes a reference to a body corporate (including, without prejudice to the generality of that term, any company which is a parent company of the Company or is a subsidiary undertaking of the Company or any such parent company, or is associated in any way with the Company) and to an unincorporated body of persons:

C) a reference to any property, right or asset includes a reference to any interest in it, and a reference to any liability includes a reference to any loss;

D) references to “other” and “otherwise” shall not be construed eiusdem generis where a wider construction is possible;

E) a reference to anything which the Company thinks fit or desirable or considers or which may seem (whether to the Company or at large) expedient, conducive, calculated or capable, or to any similar expression connoting opinion or perception, includes, in relation to any power exercisable by or matter within the responsibility of the directors of the Company, a reference to any such thing which the directors so think or consider or which may so seem to the directors or which is in the opinion or perception of the directors;

F) the expressions “subsidiary undertaking” and “parent company” have the same meaning as in section 258 of and Schedule 10A to the Companies Act 1985 or any statutory modification or re-enactment of it;

G) nothing in any of the foregoing paragraphs of this clause is to be taken (unless otherwise expressly stated) as requiring or permitting the Company to exercise any power only for the benefit of the Company or only in furtherance of any of its objects;

H) the objects specified in each of the foregoing paragraphs of this clause shall be separate and distinct objects of the Company and accordingly shall not be in any way limited or restricted (except so far as otherwise expressly stated in any paragraph) by reference to or inference from the terms of any other paragraph or the order in which the paragraphs occur or the name of the Company, and none of the paragraphs shall be deemed merely subsidiary or incidental to any other paragraph.

4.     The liability of the members is limited.

5.     The share capital of the Company is £1,000, divided into 1,000 shares of £1.00 each.

1 The Company was formerly known as Foray 1229 Limited. Its name was changed by special resolution on 6 July 1999.

WE, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum and we agree to take the number of shares shown opposite our respective names.

- --------------------------------------------------------------------------------

     Names and Addresses                       Number of shares
     of Subscribers                            taken by each
                                               Subscriber
- --------------------------------------------------------------------------------

JACQUELINE FISHER                                  One
926 Kingstanding Road
Birmingham
B44 9NG

Secretary

JOANNE LINDSEY CLARKE                              One
10 Gordon Road
Harborne
Birmingham
B16 9HB

Solicitor

- --------------------------------------------------------------------------------


         Dated  13th  May 1999
- --------------------------------------------------------------------------------

WITNESS to the above signatures:

KIM FALLAN

50 Quarry Lane
Northfield
Birmingham
B31 2PY

Secretary

The Companies Act 1985

_________________

PRIVATE COMPANY LIMITED BY SHARES

_________________

ARTICLES OF ASSOCIATION

of

CINERGY GLOBAL TRADING LIMITED

1. Preliminary

The regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 in force at the time of adoption of these Articles (such Table being hereinafter called “Table A”) shall apply to the Company save in so far as they are excluded or varied by these Articles and such regulations (save as so excluded or varied) and these Articles shall be the regulations of the Company.

2. Interpretation

In these Articles and in Table A the following expressions have the following meanings unless inconsistent with the context:-

“the Act” the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.

“these Articles” these Articles of Association whether as originally adopted or as from time to time altered by special resolution.

“clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“the directors” the directors for the time being of the Company or (as the context shall require) any of them acting as the board of directors of the Company.

“executed” includes any mode of execution.

“the holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares.

“office” the registered office of the Company.

“seal” the common seal of the Company (if any).

“secretary” the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

“share” includes any interest in a share.

“the United Kingdom” Unless the context otherwise requires, words or expressions contained in these Articles and in Table A bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Company. Regulation 1 of Table A shall not apply to the Company.

3. Share Capital

3.1 The authorised share capital of the Company at the time of incorporation of the Company is £1,000 divided into 1,000 ordinary shares of £1.00 each.

3.2 No shares comprised in the authorised share capital of the Company from time to time shall be issued without the consent in writing of the holder or holders (in aggregate) of a majority of the voting rights in the Company (within the meaning of section 736A(2) of the Act) nor shall any share be issued at a discount or otherwise to be issued in breach of the provisions of these Articles or of the Act.

3.3 Regulation 4 of Table A and, in accordance with section 91(1) of the Act, sections 89(1) and 90(1) to (6) (inclusive) of the Act shall not apply to the Company.

4. Lien

The Company shall have a first and paramount lien on all shares, whether fully paid or not, standing registered in the name of any person indebted or under liability to the Company, whether he shall be the sole registered holder thereof or shall be one of two or more joint holders, for all moneys presently payable by him or his estate to the Company. Regulation 8 of Table A shall be modified accordingly.

5. Calls on Shares and forfeiture

There shall be added at the end of the first sentence of regulation 18 of Table A, so as to increase the liability of any member in default in respect of a call, the words “and all expenses that may have been incurred by the Company by reason of such non-payment”.

6. Transfer of shares

The first sentence in regulation 24 of Table A shall not apply to the Company. The words “They may also” at the beginning of the second sentence of that regulation shall be replaced by the words “The directors may”.

7. General meetings

        The directors may call general meetings and regulation 37 of Table A shall not apply to the Company.

8. Notice of general meeting

8.1 A notice convening a general meeting shall be required to specify the general nature of the business to be transacted only in the case of special business and regulation 38 of Table A shall be modified accordingly. The words “or a resolution appointing a person a director” and paragraphs (a) and (b) in regulation 38 of Table A shall be deleted and the words “in accordance with section 369(3) of the Act” shall be inserted after the words “if it is so agreed” in that regulation.

8.2 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting with the exception of declaring a dividend, the consideration of the profit and loss account, balance sheet, and the reports of the directors and auditors, the appointment of and the fixing of the remuneration of the auditors and the giving or renewal of any authority in accordance with the provisions of section 80 of the Act.

8.3 Every notice convening a general meeting shall comply with the provisions of section 372(3) of the Act as to giving information to members in regard to their right to appoint proxies; and notices of and other communications relating to any general meeting which any member is entitled to receive shall be sent to the directors and to the auditors for the time being of the Company.

9. Proceedings at general meetings

9.1 The words, “save that, if and for so long as the Company has only one person as a member, one member present in person or by proxy shall be a quorum” shall be added at the end of the second sentence of regulation 40 of Table A.

9.2 If a quorum is not present within half an hour from the time appointed for a general meeting the general meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the directors may determine; and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed therefor the member or members present in person or by proxy or (being a body corporate) by representative and entitled to vote upon the business to be transacted shall constitute a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place. Regulation 41 of Table A shall not apply to the Company.

10. Votes of members

10.1 Regulation 54 of Table A shall not apply to the Company. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member entitled to vote who (being an individual) is present in person or by proxy (not being himself a member entitled to vote) or (being a corporate body) is present by a representative or proxy (not being himself a member entitled to vote) shall have one vote and, on a poll, every member shall have one vote for each share of which he is the holder.

10.2 The words “be entitled to” shall be inserted between the words “shall” and “vote” in regulation 57 of Table A.

10.3 A member shall not be entitled to appoint more than one proxy to attend on the same occasion and accordingly the final sentence of regulation 59 of Table A shall not apply to the Company. Any such proxy shall be entitled to cast the votes to which he is entitled in different ways.

11. Number of directors

11.1 Regulation 64 of Table A shall not apply to the Company.

11.2 The maximum number and minimum number respectively of the directors may be determined from time to time by ordinary resolution. Subject to and in default of any such determination there shall be no maximum number of directors and the minimum number of directors shall be one.

12. Alternate directors

12.1 An alternate director shall be entitled to receive notice of all meetings of the directors and of all meetings of committees of the directors of which his appointor is a member (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him), to attend and vote at any such meeting at which the director appointing him is not personally present, and generally to perform all the functions of his appointor at such meeting a as director in his absence. An alternate director shall not be entitled as such to receive any remuneration from the Company, save that he may be paid by the Company such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. Regulation 66 of Table A shall not apply to the Company.

12.2 A director, or any such other person as is mentioned in regulation 65 of Table A, may act as an alternate director to represent more than one director, and an alternate director shall be entitled at any meeting of the directors or of any committee of the directors to one vote for every director whom he represents in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present and the final sentence of regulation 88 of Table A shall not apply to the Company.

12.3 Save as otherwise provided in the regulations of the Company, an alternate director shall be deemed for the purposes specified in Article 12.1 to be a director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him. Regulation 69 of Table A shall not apply to the Company.

13. Appointment and retirement of directors

13.1 The directors shall not be required to retire by rotation and regulations 73 to 80 (inclusive) of Table A shall not apply to the Company.

13.2 A member or members holding a majority of the voting rights in the Company (within the meaning of section 736A(2) of the Act) shall have power at any time, and from time to time, to appoint any person to be a director, either as an additional director (provided that the appointment does not cause the number of directors to exceed any number determined in accordance with Article 11.2 as the maximum number of directors for the time being in force) or to fill a vacancy and to remove from office any director howsoever appointed. Any such appointment or removal shall be made by notice in writing to the Company signed by the member or members making the same or, in the case of a member being a corporate body, signed by one of its directors or duly authorised officers or by its duly authorised attorney and shall take effect upon lodgement of such notice at the office.

13.3 The Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director.

13.4 The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number determined in accordance with Article 11.2 as the maximum number of directors for the time being in force.

14. Disqualification and removal of directors

        The office of a director shall be vacated if:-

14.1 he ceases to be a director by virtue of any provision of the Act or these Articles or he becomes prohibited by law from being a director; or

14.2 he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

14.3 he is, or may be, suffering from mental disorder and either:-

14.3.1 he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or

14.3.2 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or

14.4 he resigns his office by notice to the Company; or

14.5 he shall for more than six consecutive months have been absent without permission of the directors from meetings of the directors held during that period and the directors resolve that his office be vacated; or

14.6 he is removed from office as a director pursuant to Article 13.2; and regulation 81 of Table A shall not apply to the Company.

15. Gratuities and pensions

Regulation 87 of Table A shall not apply to the Company and the directors may exercise any powers of the Company conferred by its Memorandum of Association to give and provide pensions, annuities, gratuities or any other benefits whatsoever to or for past or present directors or employees (or their dependants) of the Company or any subsidiary or associated undertaking (as defined in section 27(3) of the Companies Act 1989) of the Company and the directors shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers.

16. Proceedings of the directors

16.1 Whensoever the minimum number of the directors shall be one pursuant to the provisions of Article 11.2, a sole director shall have authority to exercise all the powers and discretions which are expressed by Table A and by these Articles to be vested in the directors generally and regulations 89 and 90 of Table A shall be modified accordingly.

16.2 Subject to the provisions of the Act, and provided that he has disclosed to the directors the nature and extent of any interest of his, a director notwithstanding his office:-

16.2.1 may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is in any way interested;

16.2.2 may be a director or other officer of or employed by or be a party to any transaction or arrangement with or otherwise interested in any body corporate promoted by the Company or in which the Company is in any way interested;

16.2.3 may or any firm or company of which he is a member or director may act in a professional capacity for the Company or any body corporate in which the Company is in any way interested;

16.2.4 shall not by reason of his office be accountable to the Company for any benefit which he derives from such office, service or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and

16.2.5 shall be entitled to vote on any resolution and (whether or not he shall vote) be counted in the quorum on any matter referred to in any of Articles 16.2.1 to 16.2.4 (inclusive) or on any resolution which in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever and if he shall vote on any resolution as aforesaid his vote shall be counted.

16.3 For the purposes of Article 16.2:-

16.3.1 a general notice to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified;

16.3.2 an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his; and

16.3.3 an interest of a person who is for any purpose of the Act (excluding any statutory modification not in force when the Company was incorporated) connected with a director shall be treated as an interest of the director and in relation to an alternate director an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.

16.4 Any director (including an alternate director) may participate in a meeting of the directors or a committee of the directors of which he is a member by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting and, subject to these Articles and the Act, he shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is.

16.5 Regulation 88 of Table A shall be amended by substituting for the sentence:-

“It shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom” the following sentence:-

“Notice of every meeting of the directors shall be given to each director and his alternate, including directors and alternate directors who may for the time being be absent from the United Kingdom and have given the Company an address within the United Kingdom for service”.

16.6 Regulations 94 to 97 (inclusive) of Table A shall not apply to the Company.

17. The seal

If the Company has a seal it shall be used only with the authority of the directors or of a committee of the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined, every instrument to which the seal is affixed shall be signed by one director and by the secretary or another director. The obligation under regulation 6 of Table A relating to the sealing of share certificates shall only apply if the Company has a seal. Regulation 101 of Table A shall not apply to the Company.

18. Notices

18.1 In regulation 112 of Table A, the words “by telex to a telex number supplied by the member for such purpose or” shall be inserted immediately after the words “or by sending it” and the words “first class” shall be inserted immediately before the words “post in a prepaid envelope”.

18.2 Where a notice is sent by first class post, proof of the notice having been posted in a properly addressed, prepaid envelope shall be conclusive evidence that the notice was given and shall be deemed to have been given at the expiration of 24 hours after the envelope containing the same is posted. Where a notice is sent by telex receipt of the appropriate answer back shall be conclusive evidence that the notice was given and the notice shall be deemed to have been given at the time of transmission following receipt of the appropriate answer back. Regulation 115 of Table A shall not apply to the Company.

18.3 If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised in at least one national daily newspaper and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

19. Winding up

In regulation 117 of Table A, the words “with the like sanction” shall be inserted immediately before the words “determine how the division”.

20. Indemnity

20.1 Subject to the provisions of section 310 of the Act every director (including an alternate director) or other officer of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the lawful execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 144 or section 727 of the Act in which relief is granted to him by the court, and no director (including an alternate director) or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the lawful execution of the duties of his office or in relation thereto. Regulation 118 of Table A shall not apply to the Company.

20.2 The directors shall have power to purchase and maintain at the expense of the Company for the benefit of any director (including an alternate director), officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Act and subject to the provisions of the Act against any other liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a director (including an alternate director), officer or auditor.

20.3 The directors may authorise directors of companies within the same group of companies as the Company to purchase and maintain insurance at the expense of the Company for the benefit of any director (including an alternate director), other officer or auditor of such company in respect of such liability, loss or expenditure as is referred to in Article 20.2.

- --------------------------------------------------------------------------------

             Names, addresses and descriptions of Subscribers

- --------------------------------------------------------------------------------


JACQUELINE FISHER
926 Kingstanding Road
Birmingham
B44 9NG

Secretary

JOANNA LINDSEY CLARKE
10 Gordon Road
Harborne
Birmingham
B16 9HB

Solicitor


- --------------------------------------------------------------------------------

         Dated:  13th May 1999

- --------------------------------------------------------------------------------

Witness to the above signatures:-

KIM FALLAN

50 Quarry Lane
Northfield
Birmingham
B31 2PY

Secretary

EX-99.B

                                     BY-LAWS



                                       OF



                             Cinergy Solutions, Inc.





                                  June 2, 2000





                                TABLE OF CONTENTS

                                    ARTICLE I
                                     Offices

         Section 1.1.      Offices.                                            1

                                   ARTICLE II
                             Stockholders' Meetings

         Section 2.1.      Annual Meeting.                                     1
         Section 2.2.      Notice of Annual Meeting.                           1
         Section 2.3.      Special Meetings.                                   1
         Section 2.4.      Notice of Special Meeting.                          1
         Section 2.5.      Waiver of Notice.                                   2
         Section 2.6.      Quorum.                                             2
         Section 2.7.      Voting.                                             2
         Section 2.8.      Written Consent of Stockholders in Lieu
                           of Meeting.                                         2

                                   ARTICLE III
                                    Directors

         Section 3.1.      Duties and Powers.                                  3
         Section 3.2.      Number and Election of Directors.                   3
         Section 3.3.      Vacancies.                                          3
         Section 3.4.      Meetings.                                           3
         Section 3.5.      Quorum.                                             3
         Section 3.6.      Actions of Board.                                   4
         Section 3.7.      Meetings by Means of Conference Telephone.          4
         Section 3.8.      Committees.                                         4
         Section 3.9.      Compensation                                        4
         Section 3.10.     Contracts and Transactions Involving Directors      4

                                   ARTICLE IV
                                    Officers

         Section 4.1.      Officers.                                           5
         Section 4.2.      Appointment, Terms, and Vacancies.                  5
         Section 4.3.      Chairman of the Board.                              5
         Section 4.4.      Chief Executive Officer                             5
         Section 4.5.      President.                                          6
         Section 4.6.      Vice Presidents.                                    6
         Section 4.7(a).   Secretary.                                          6
         Section 4.7(b).   Assistant Secretaries.                              6
         Section 4.8.      Treasurer.                                          7
         Section 4.9.      Comptroller.                                        7
         Section 4.10.     Other Officers.                                     7


                                    ARTICLE V
                                  Capital Stock

         Section 5.1.      Form and Execution of Certificates.                 7
         Section 5.2.      Signatures.                                         8
         Section 5.3.      Lost Certificates.                                  8
         Section 5.4.      Transfers.                                          8
         Section 5.5.      Record Date.                                        8
         Section 5.6.      Beneficial Ownership Rights.                        8

                                   ARTICLE VI
                                     Notices

         Section 6.1.      Notices.                                            9
         Section 6.2.      Waivers of Notice.                                  9

                                   ARTICLE VII
                               General Provisions

         Section 7.1.      Dividends.                                          9
         Section 7.2.      Disbursements.                                      9
         Section 7.3.      Voting Securities Owned by the Corporation.         9
         Section 7.4.      Fiscal Year.                                       10
         Section 7.5.      Corporate Seal.                                    10

                                  ARTICLE VIII
                                 Indemnification

         Section 8.1.      Power to Indemnify in Actions, Suits or
                           Proceedings Other than Those By or in the
                           Right of the Corporation.                          10
         Section 8.2.      Power to Indemnify in Actions, Suits or
                           Proceedings By or in the Right of the
                           Corporation.                                       10
         Section 8.3.      Authorization of Indemnification.                  11
         Section 8.4.      Good Faith Defined.                                11
         Section 8.5.      Indemnification by a Court.                        12
         Section 8.6.      Expenses Payable in Advance.                       12
         Section 8.7.      Nonexclusivity of Indemnification and
                           Advancement of Expenses.                           12
         Section 8.8.      Insurance.                                         12
         Section 8.9.      Certain Definitions.                               13
         Section 8.10.     Survival of Indemnification and Advancement
                           of Expenses.                                       13
         Section 8.11.     Limitation on Indemnification.                     13
         Section 8.12.     Indemnification of Employees and Agents.           13

                                   ARTICLE IX
                                   Amendments

         Section 9.1.      Amendments.                                        14

                                    ARTICLE X
                                Emergency By-Laws

         Section 10.1.     Emergency By-Laws.                                 14


                                     By-Laws

                                       Of

                             Cinergy Solutions, Inc.

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                     Offices

     Section  1.1.  Offices.  To  the  extent  not  otherwise  provided  in  the
Certificate of  Incorporation,  the principal office of the Corporation shall be
at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such
other  offices at such other places as the Board of  Directors  may from time to
time determine, or as the business of the Corporation may require.

                                   ARTICLE II

                             Stockholders' Meetings

     Section 2.1. Annual Meeting.  The annual meeting of the stockholders may be
held at such place,  time, and date designated by the Board of Directors for the
election of directors,  the  consideration  of the reports to be laid before the
meeting, and the transaction of such other business as may be brought before the
meeting.

     Section 2.2. Notice of Annual  Meeting.  Notice of the annual meeting shall
be given in  writing  to each  stockholder  entitled  to vote  thereat,  at such
address as appears on the records of the  Corporation at least ten (10) days and
not more than forty-five (45) days prior to the meeting.

     Section 2.3. Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, or
the President,  or by a majority of the members of the Board of Directors acting
with or without a  meeting,  or by the  persons  who hold in the  aggregate  the
express  percentage,  as  provided  by statute,  of all shares  outstanding  and
entitled to vote thereat,  upon notice in writing,  stating the time,  place and
purpose of the meeting.  Business  transacted at all special  meetings  shall be
confined to the objects stated in the call.

     Section 2.4. Notice of Special  Meeting.  Notice of a special  meeting,  in
writing,  stating the time,  place and purpose  thereof,  shall be given to each
stockholder  entitled to vote  thereat,  at least  twenty (20) days and not more
than forty-five (45) days prior to the meeting.

     Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of stockholders may be waived by the written assent of every stockholder
entitled  to  notice,  filed with or entered  upon the  records of the  meeting,
either before or after the holding thereof.

     Section 2.6.  Quorum.  The holders of shares  entitling  them to exercise a
majority of the voting  power,  or, if the vote is to be taken by  classes,  the
holders of shares of each class  entitling  them to  exercise a majority  of the
voting power of that class,  present in person or by proxy at any meeting of the
stockholders, unless otherwise specified by statute, shall constitute a quorum.

          If, however,  at any meeting of the stockholders,  a quorum shall fail
     to attend in person or by proxy, a majority in interest of the stockholders
     attending  in person or by proxy at the time and place of such  meeting may
     adjourn the meeting from time to time without  further  notice  (unless the
     meeting  has  been   adjourned  for  over  thirty  days),   other  than  by
     announcement  at the meeting at which such  adjournment  is taken,  until a
     quorum is present. At any such adjourned meeting at which a quorum shall be
     present, any business may be transacted which might have been transacted at
     the meeting originally called.

     Section  2.7.  Voting.  At each  meeting  of the  stockholders,  except  as
otherwise provided by statute or the Certificate of Incorporation,  every holder
of record  of stock of the class or  classes  entitled  to vote at such  meeting
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing  subscribed by such  stockholder and bearing a date, not later than such
time as expressly  provided by statute,  prior to said meeting unless some other
definite period of validity shall be expressly provided therein.

          Each  stockholder  shall  have one (1)  vote  for each  share of stock
     having  voting  power,  registered  in his or her name on the  books of the
     Corporation,  at the date fixed for  determination  of persons  entitled to
     vote at the  meeting  or,  if no date has  been  fixed,  then as  expressly
     provided by statute.  (e.g., either the date of the meeting,  the date next
     proceeding  the day of the  meeting,  or any such  similar  governing  time
     frame).  Cumulative voting shall be permitted only as expressly provided by
     statute.

          At any meeting of  stockholders,  a list of  stockholders  entitled to
     vote,  alphabetically  arranged,  showing  the number and classes of shares
     held by each on the date fixed for closing the books  against  transfers or
     the record date fixed as hereinbefore provided (or if no such date has been
     fixed, then as hereinbefore  stated as expressly provided by statute) shall
     be produced on the request of any stockholder, and such list shall be prima
     facie evidence of the ownership of shares and of the right of  stockholders
     to vote, when certified by the Secretary or by the agent of the Corporation
     having charge of the transfer of shares.

     Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by statute,  the  Certificate of  Incorporation,  or these
By-Laws,  to be taken at any annual or special  meeting of  stockholders  of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote,  if a written  consent in lieu of a meeting,  setting  forth the action so
taken,  shall be signed by all the  stockholders  entitled to vote thereon.  Any
such  written  consent  may be  given  by one or  any  number  of  substantially
concurrent  written  instruments of  substantially  similar tenor signed by such
stockholders,  in person or by attorney or proxy duly appointed in writing,  and
filed with the records of the  Corporation.  Any such written  consent  shall be
effective as of the effective date thereof as specified therein.

                                   ARTICLE III

                                    Directors

     Section 3.1. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not,  by  statute,  the  Certificate  of  Incorporation,  or these
By-Laws, directed or required to be exercised or done by the stockholders.

     Section 3.2. Number and Election of Directors. The Board of Directors shall
consist of not less than three nor more than fifteen  members,  the exact number
of which shall be fixed by the Board of  Directors.  Directors  shall be elected
annually by stockholders at their annual  meeting,  in a manner  consistent with
statute and as provided in Article II,  Section 2.8 of these  By-Laws,  and each
director so elected  shall hold office until  his/her  successor is duly elected
and qualifies, or until his/her earlier resignation or removal. Any director may
resign  at any  time  upon  notice  to the  Corporation.  Directors  need not be
stockholders and shall fulfill the residency  requirements as and if provided by
statute.  Any  director  may be removed  at any time with or without  cause by a
majority vote of the stockholders, unless otherwise provided by statute.

     Section  3.3.  Vacancies.   Vacancies  and  newly  created   directorships,
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, and the directors so chosen shall
hold office for the  unexpired  term of the  predecessor  and/or  until the next
annual meeting of stockholders,  and until their successors are duly elected and
qualify, or until their earlier resignation or removal.

     Section 3.4.  Meetings.  Regular  meetings of the Board of Directors may be
held at such time,  place,  and upon such notice as the Board of  Directors  may
from time to time determine.  Special  meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
or by members of the board (the  express  percentage  of the latter as minimally
provided for by statute). Notice thereof stating the place, date and hour of the
meeting  shall  be  given  to each  director  either  by  mail  (not  less  than
forty-eight (48) hours before the date of the meeting), by telephone or telegram
(on  twenty-four  (24) hours' notice) or on such shorter notice as the person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

     Section 3.5. Quorum.  Except as may be otherwise  specifically provided for
by statute,  the Certificate of Incorporation or these By-Laws,  at all meetings
of the Board of  Directors,  a majority of the entire Board of  Directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of  Directors.  If a quorum  shall not be present at any meeting of
the Board of Directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 3.6. Actions of Board. Unless otherwise provided by the Certificate
of  Incorporation  of the  Corporation or these By-Laws,  any action required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee(s)  thereof, may be taken without a meeting, if all the members of the
Board of Directors, or of such committee(s), as the case may be, consent thereto
in writing,  and the  writing(s) is filed with the minutes of proceedings of the
Board  of  Directors,  or of such  committee(s),  of the  Corporation.  Any such
written  consent to action of the Board of Directors,  or of such  committee(s),
shall be effectuated by the signature of the member lastly consenting thereto in
writing,  unless the consent otherwise specified a prior or subsequent effective
date.

     Section 3.7.  Meetings by Means of Conference  Telephone.  Unless otherwise
provided  by the  Certificate  of  Incorporation  of the  Corporation  or  these
By-Laws,  members of the Board of Directors,  or any committee(s)  thereof,  may
participate in a meeting of the Board of Directors, or of such committee(s),  as
the case may be, by means of a conference  telephone  or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.

     Section 3.8.  Committees.  The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors,  designate, from time to time as
they may see fit,  one or more  committees,  each such  committee  to consist of
three or more of the  directors of the  Corporation.  The Board of Directors may
designate one or more  directors as alternate  members of any such committee who
may  replace  any  absent  or  disqualified  member at any  meeting  of any such
committee. In the absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified  from voting,  whether or not he/she or they
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors  to act at the  meeting  in the place of any  absent  or  disqualified
member.  Any  committee,  to the extent  allowed by statute and  provided in the
resolution  establishing  such  committee,  shall have and may  exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Corporation.  Each committee  shall keep regular minutes and
report to the Board of Directors when required.

     Section 3.9.  Compensation.  Each director of the  Corporation  (other than
directors who are salaried officers of the Corporation or any of its affiliates)
shall be  entitled  to receive as  compensation  for  services  such  reasonable
compensation,  which may include pension,  disability and death benefits, as may
be  determined  from  time  to  time  by  the  Board  of  Directors.  Reasonable
compensation  may also be paid to any person  other  than a director  officially
called to attend any such meeting.

     Section 3.10. Contracts and Transactions  Involving Directors.  No contract
or  transaction  between the  Corporation  and one or more of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction,  or solely because his/her
or their  votes are counted for such  purpose if: (i) the  material  facts as to
his/her or their  relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the  committee,  and the
Board of  Directors  or  committee  in good faith  authorizes  the  contract  or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
directors,  even though the  disinterested  directors be less than a quorum;  or
(ii) the material facts as to his/her or their  relationship  or interest and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved  in good faith by vote of the  stockholders;  or (iii) the  contract or
transaction  is  fair as to the  Corporation  as of the  time it is  authorized,
approved or  ratified,  by the Board of  Directors,  a committee  thereof or the
stockholders.  Common or interested  directors may be counted in determining the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

                                   ARTICLE IV

                                    Officers

     Section 4.1.  Officers.  The officers of the Corporation shall consist of a
President,  a Secretary,  and a Treasurer,  and may consist of a Chairman of the
Board, a Chief Executive  Officer,  a Comptroller,  one or more Vice Presidents,
one or more  Assistant  Secretaries,  and such other officers as the board shall
from time to time deem necessary.  Any number of offices may be held by the same
person,   unless   otherwise   prohibited  by  statute,   the   Certificate   of
Incorporation, or these By-Laws.

     Section 4.2. Appointment,  Terms, and Vacancies. The Board of Directors, at
its first  meeting  held  after  each  annual  meeting  of  stockholders  of the
Corporation (i.e., the annual  organization  meeting of the Board of Directors),
shall appoint the officers of the  Corporation  who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined  from time to time by the board,  and such officers shall hold office
until their  successors  are chosen and shall  qualify,  or until their  earlier
resignation  or removal  from  office.  Any  officer  appointed  by the Board of
Directors  may be removed at any time by the  affirmative  vote of a majority of
the board.  Any  vacancy  occurring  in any office of the  Corporation  shall be
filled by the Board of Directors.

     Section 4.3.  Chairman of the Board. The Chairman of the Board, if there be
one,  shall be a  director  and shall  preside at all  meetings  of the Board of
Directors and, in the absence or incapacity of the Chief  Executive  Officer and
the President,  meetings of the stockholders,  and shall, subject to the board's
direction   and   control,   be  the  board's   representative   and  medium  of
communication,  and shall have the general  powers and duties as are incident to
the office of Chairman of the Board of a corporation.

     Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there
be one, shall preside at all meetings of the stockholders and, in the absence or
incapacity of the Chairman of the Board, meetings of the Board of Directors. The
Chief Executive Officer shall from time to time report to the Board of Directors
all matters within his or her knowledge  which the interests of the  Corporation
may require be brought to their  notice.  Where the  offices of Chief  Executive
Officer and President  are held by different  individuals,  the  President  will
report directly to the Chief Executive Officer.

     Section 4.5. President.  The President shall be the chief operating officer
of the Corporation,  and shall have general and active  management and direction
of the affairs of the Corporation, shall have supervision of all departments and
of all officers of the Corporation, shall see that the orders and resolutions of
the Board of Directors,  or of any committee(s)  thereof, are carried fully into
effect,  and  shall  have the  general  powers  and  duties of  supervision  and
management as are incident to the office of President of a  corporation.  In the
absence or incapacity of the Chief Executive  Officer,  the President also shall
be the chief executive officer of the Corporation.

     Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties
as the Board of  Directors  shall from time to time  require.  In the absence or
incapacity  of the  President,  the Vice  President  designated  by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President shall exercise the powers and duties of the President.

     Section 4.7(a).  Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the stockholders of the Corporation,  and act as clerk
thereof, and record all votes and the minutes of all proceedings in a book to be
kept for that purpose,  shall record all written  business  transactions,  shall
perform like duties for the standing  committees  when required,  and shall have
the general  powers and duties as are  incident to the office of  Secretary of a
corporation.  The Secretary  shall give, or cause to be given,  proper notice of
all  meetings  of the  stockholders  and of the  Board of  Directors,  and shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including by the Chairman of the Board),  the Chief Executive  Officer,  or the
President. The Secretary shall have custody of the seal, if there be one, of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have  authority  to affix the same to any  instrument  requiring  it and when so
affixed,  it may  be  attested  by the  signature  of  the  Secretary  or by the
signature of any such  Assistant  Secretary.  (The Board of  Directors  may give
general  authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his/her  signature).  The Secretary shall see that all
books,  reports,  statements,  certificates  and  other  documents  and  records
required by statute to be kept or filed are properly kept or filed,  as the case
may be.

     Section 4.7(b). Assistant Secretaries.  At the request of the Secretary, or
in his or her absence or incapacity to act, the Assistant Secretary or, if there
be more than one, the Assistant  Secretary  designated by the  Secretary,  shall
perform the duties of the Secretary and when so acting shall have all the powers
of and be  subject  to all the  restrictions  of the  Secretary.  The  Assistant
Secretaries shall perform such other duties as may from time to time be assigned
to them by the Board of Directors  (including by the Chairman of the Board), the
Chief Executive Officer, the President, or the Secretary.

     Section 4.8. Treasurer. The Treasurer shall be the financial officer of the
Corporation, shall keep full and accurate accounts of all collections,  receipts
and  disbursements  in books  belonging to the  Corporation,  shall  deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation,  in  such  depositories  as  may be  designated  by  the  Board  of
Directors,  shall disburse the funds of the Corporation as may be ordered by the
Board of Directors (including by the Chairman of the Board), the Chief Executive
Officer, or the President,  taking proper vouchers therefor, and shall render to
the President,  the Chief Executive Officer,  the Chairman of the Board,  and/or
directors at any meeting of the board,  or whenever  they may require it, and to
the  annual  meeting  of  the  stockholders,  an  account  of  all  his  or  her
transactions as Treasurer and of the financial condition of the Corporation, and
shall  have the  general  powers  and  duties as are  incident  to the office of
Treasurer of a corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in a form and in such sum with surety as shall
be satisfactory to the Board of Directors for the faithful performance of his or
her duties as Treasurer and for the restoration to the Corporation,  in the case
of his or her death,  resignation,  retirement  or removal from  office,  of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession,  or under his or her control, and belonging to the Corporation.  The
Treasurer  shall  perform such other duties as may be prescribed by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President.

     Section  4.9.  Comptroller.  The  Comptroller  shall have  control over all
accounts  and  records of the  Corporation  pertaining  to  moneys,  properties,
materials and supplies,  and shall have executive direction over the bookkeeping
and  accounting  functions  and shall have the general  powers and duties as are
incident to the office of comptroller of a corporation.  The  Comptroller  shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including  by the  Chairman of the Board),  the Chief  Executive  Officer,  the
President, or a Vice President.

     Section 4.10. Other Officers. Such other officers of the Corporation as the
Board of Directors may appoint shall perform such duties and have such powers as
from time to time may be assigned to them by the board.  The Board of  Directors
may delegate to any other officer of the  Corporation  the power to appoint such
other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                  Capital Stock

     Section 5.1.  Form and  Execution of  Certificates.  The  certificates  for
shares  of the  capital  stock  of the  Corporation  shall  be of such  form and
content, not inconsistent with statute and the Certificate of Incorporation,  as
shall be  approved  by the  Board of  Directors.  Every  holder  of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation,  by (i)  either the  Chairman  of the  Board,  the Chief  Executive
Officer,  the President or a Vice President and (ii) by any one of the following
officers:  the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an
Assistant  Treasurer.  All certificates shall be consecutively  numbered in each
class  of  shares.  The  name  and  address  of the  person  owning  the  shares
represented  thereby,  with the number of shares and the date of issue, shall be
entered on the Corporation's books.

     Section 5.2. Signatures.  Any or all of the signatures on a certificate may
be a facsimile thereof. In case any officer, transfer agent or registrar who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he/she  were such  officer,  transfer  agent or  registrar  at the date of
issue.

     Section 5.3.  Lost  Certificates.  The Board of Directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate,  or his/her  legal  representative,  to advertise  the same in such
manner as the Board of Directors  shall require and/or to give the Corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

     Section  5.4.  Transfers.  The capital  stock of the  Corporation  shall be
transferable in the manner  provided by statute and in these By-Laws.  Transfers
of shares shall be made on the books of the Corporation only by the person named
in the certificate or by his/her  attorney  lawfully  constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled before a
new certificate shall be issued.

     Section 5.5.  Record Date. In order that the  Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any change,  conversion  or  exchange of stock,  or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty days nor less than ten days
before  the date of such  meeting,  nor more than  sixty days prior to any other
action.  A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by statute.

                                   ARTICLE VI

                                     Notices

     Section 6.1. Notices.  Whenever written notice is required by statute,  the
Certificate  of  Incorporation,  or these  By-Laws to be given to any  director,
member  of a  committee,  or  stockholder,  such  notice  may be  given by mail,
addressed to each such person,  at his/her  address as it appears on the records
of the  Corporation,  with  postage  thereon  prepaid,  and such notice shall be
deemed to be given at the time when the same  shall be  deposited  in the United
States mail,  or as otherwise  provided by statute.  Written  notice may also be
given personally or by telegram, telex or cable.

     Section 6.2. Waivers of Notice. Whenever any notice is required by statute,
the Certificate of Incorporation,  or these By-Laws to be given to any director,
member of a committee,  or stockholder,  a waiver thereof in writing,  signed by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               General Provisions

     Section  7.1.   Dividends.   Dividends   upon  the  capital  stock  of  the
Corporation,   subject  to  any  provision   imposed  by  the   Certificate   of
Incorporation,  may be  declared  by the Board of  Directors  at any  regular or
special  meeting,  or by written consent to the action of the board without such
meeting(s),  and may be paid in cash,  in property,  or in shares of the capital
stock.  Before payment of any dividend,  there may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its  absolute  discretion,  deems  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

     Section  7.2.  Disbursements.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

     Section  7.3.  Voting  Securities  Owned  by  the  Corporation.  Powers  of
attorney,  proxies, waivers of notice of meeting, consents and other instruments
relating to securities  owned by the  Corporation may be executed in the name of
and on behalf of the Corporation by the Chief Executive Officer,  the President,
any Vice  President,  the Secretary,  or any Assistant  Secretary,  and any such
officer  may,  in the name of and on  behalf of the  Corporation,  take all such
action as any such  officer may deem  advisable to vote in person or by proxy at
any meeting of security  holders of any corporation in which the Corporation may
own  securities  and at any such meeting  shall possess and may exercise any and
all rights and power incident to the ownership of such  securities and which, as
the owner  thereof,  the  Corporation  might have  exercised  and  possessed  if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.

     Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December each year.

     Section 7.5.  Corporate Seal. The seal of the Corporation (if there be one)
shall  have  inscribed  thereon  the  name of the  Corporation,  the year of its
incorporation,  the words  "Corporate  Seal" and "Delaware",  and any such other
emblem or device as approved by the Board of Directors.  The seal may be used by
causing it or a  facsimile  thereof to be  impressed  or affixed or in any other
manner reproduced.

                                  ARTICLE VIII

                                 Indemnification

     Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than
Those By or in the Right of the  Corporation.  Subject  to  Section  8.3 of this
Article VIII, the  Corporation  shall indemnify any person who was or is a party
to or is threatened to be made a party to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of  the  fact  that  he/she  is or  was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and  reasonably  incurred by him/her in
connection with such action,  suit or proceeding,  if he/she acted in good faith
and in a manner he/she  reasonably  believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he/she  reasonably  believed  to be in or not opposed to the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

     Section 8.2.  Power to Indemnify in Actions,  Suits or Proceedings By or in
the Right of the  Corporation.  Subject to Section 8.3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that  he/she is or was a director or officer of the  Corporation,  or is or
was a  director  or  officer of the  Corporation  serving at the  request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in  connection  with the defense or settlement of such action or suit if
he/she acted in good faith and in a manner he/she  reasonably  believed to be in
or not  opposed  to the  best  interests  of the  Corporation;  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the  performance  of his/her duty to the  Corporation,  unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     Section 8.3.  Authorization of Indemnification.  Any indemnification  under
this Article VIII (unless  ordered by a court) shall be made by the  Corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he/she has met the  applicable  standard of conduct set forth in Section
8.1 or Section 8.2 of this Article VIII, as the case may be. Such  determination
shall  be made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not  obtainable,  or, even if obtainable a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iii) by the stockholders.  To the extent,  however, that a director
or officer of the  Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding  described above, or in defense of any
claim,  issue or matter therein,  he/she shall be indemnified  against  expenses
(including  attorneys'  fees)  actually  and  reasonably  incurred by him/her in
connection  therewith,  without the necessity of  authorization  in the specific
case.

          Any  determination   made  by  the   disinterested   directors  or  by
     independent legal counsel under this section shall be promptly communicated
     to the person  who  threatened  or brought  the action or suit by or in the
     right of the  Corporation  under  Section 8.1 and 8.2 of this Article VIII,
     and, within ten days after receipt of such notification, such persons shall
     have the right to petition the court (at courts'  discretion) in which such
     action  or  suit  was  brought  to  review  the   reasonableness   of  such
     determination.

     Section 8.4. Good Faith Defined.  For purposes of any  determination  under
Section 8.3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner he/she reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  or, with respect to any criminal  action or
proceeding,  to have had no  reasonable  cause to believe  his/her  conduct  was
unlawful,  if his/her  action is based on the records or books of account of the
Corporation or another enterprise,  or on information supplied to him/her by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the  Corporation or another  enterprise or
on  information  or records given or reports made to the  Corporation or another
enterprise by an independent certified public accountant,  or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise. The term "another enterprise" as used in this Section 8.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the Corporation as a director,  officer, employee or agent. The provisions of
this  Section 8.4 shall not be deemed to be exclusive or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Sections  8.1 or 8.2 of this Article  VIII,  as
the case may be.

     Section  8.5.  Indemnification  by a Court.  Notwithstanding  any  contrary
determination  in the specific case under Section 8.3 of this Article VIII,  and
notwithstanding  the absence of any  determination  thereunder,  any director or
officer  may  apply  to any  court of  competent  jurisdiction  in the  State of
Delaware for indemnification to the extent otherwise  permissible under Sections
8.1 and 8.2 of this Article VIII. The basis of such  indemnification  by a court
shall be a determination by such court that  indemnification  of the director or
officer is proper in the  circumstances  because  he/she has met the  applicable
standards of conduct set forth in Sections 8.1 or 8.2 of this Article  VIII,  as
the case may be.  Neither a contrary  determination  in the specific  case under
Section 8.3 of this Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or  officer  seeking  indemnification  has not met any  applicable  standard  of
conduct. Notice of any application for indemnification  pursuant to this Section
8.5  shall  be  given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director or officer seeking
indemnification  shall also be entitled  to be paid the  expense of  prosecuting
such application.

     Section 8.6.  Expenses Payable in Advance.  Expenses incurred by a director
or officer in defending or investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he/she is not entitled to be indemnified by the  Corporation
as authorized in this Article VIII.

     Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses.
The  indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any other provision of these By-Laws, or similarly entitled under any agreement,
contract,  vote of stockholders or disinterested  directors,  or pursuant to the
direction  (howsoever  embodied)  of any  court  of  competent  jurisdiction  or
otherwise,  both as to action in his/her  official  capacity and as to action in
another  capacity  while  holding  such  office,  it  being  the  policy  of the
Corporation that  indemnification  of the persons  specified in Sections 8.1 and
8.2 of this  Article  VIII  shall be made to the  fullest  extent  permitted  by
statute. The provisions of this Article VIII shall not be deemed to preclude the
indemnification  of any person who is not  specified  in Sections  8.1 or 8.2 of
this Article  VIII,  but whom the  Corporation  has the power or  obligation  to
indemnify  under  the  provisions  of  statute  of the  State  of  Delaware,  or
otherwise.

     Section 8.8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the  Corporation,
or is or was a director or officer of the Corporation  serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  against any  liability  asserted  against  him/her  and  incurred by
him/her in any such capacity,  or arising out of his/her status as such, whether
or not the  Corporation  would  have the power or the  obligation  to  indemnify
him/her against such liability under the provisions of this Article VIII.

     Section  8.9.  Certain  Definitions.  For  purposes of this  Article  VIII,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such  constituent  corporation,  or is or was a  director  or  officer  of  such
constituent  corporation serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article VIII with respect to the
resulting  or  surviving  corporation  as he/she would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the  request of the  Corporation"  shall  include  any service as a director,
officer,  employee  or agent of the  Corporation  which  imposes  duties  on, or
involves  services  by,  such  director or officer  with  respect to an employee
benefit plan, its participants or beneficiaries;  and a person who acted in good
faith and in a manner he/she reasonably  believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to  have  acted  in  a  manner  "not  opposed  to  the  best  interests  of  the
Corporation", as referred to in this Article VIII.

     Section 8.10. Survival of Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     Section  8.11.  Limitation  on  Indemnification.  Notwithstanding  anything
contained  in this  Article  VIII to the  contrary,  except for  proceedings  to
enforce  rights to  indemnification  (which  shall be  governed  by Section  8.5
hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

          The Corporation shall indemnify a director who was wholly  successful,
     on merits or otherwise,  in the defense of any  proceedings to which he/she
     was a party  because  he/she  was a  director  of the  Corporation  against
     reasonable expenses incurred by him/her in connection with the proceeding.

     Section 8.12. Indemnification of Employees and Agents. The Corporation may,
to the extent  authorized  from time to time by the Board of Directors,  provide
rights to  indemnification  and to the  advancement of expenses to employees and
agents of the  Corporation,  similar to those  conferred in this Article VIII to
directors and officers of the Corporation.

                                   ARTICLE IX

                                   Amendments

     Section 9.1. Amendments. These By-Laws may be altered, amended or repealed,
in whole or in part, or new By-Laws may be adopted:  (i) by the affirmative vote
of a majority of the  holders of record of the  outstanding  shares  entitled to
vote thereon, or by the written consent of the holders of record of a two-thirds
majority of the  outstanding  shares  entitled to vote  thereon,  except as such
alteration,  amendment  or  repeal  by  any  vote  or  written  consent  of  the
stockholders is otherwise expressly prohibited by statute; or (ii) by a majority
vote of the Board of Directors,  or by unanimous  written  consent of the board,
except  as such  alteration,  amendment  or  repeal by any vote or action of the
board is otherwise expressly prohibited by statute.

                                    ARTICLE X

                                Emergency By-Laws

     Section 10.1.  Emergency By-Laws.  The Emergency By-Laws shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United  States or on a locality  in which the  Corporation
conducts its business or customarily holds meetings of its Board of Directors or
its  stockholders,  or during  any  nuclear  or atomic  disaster,  or during the
existence of any catastrophe,  or similar  emergency  condition,  as a result of
which a quorum of the Board of Directors or a standing  committee thereof cannot
readily be convened for action, notwithstanding any provision to the contrary in
the preceding By-Laws,  in the Certificate of Incorporation,  or in the statute.
To the extent not  inconsistent  with the  provisions of this Section 10.1,  the
By-Laws of the Corporation shall remain in effect during any emergency, and upon
its  termination,  the  Emergency  By-Laws  shall  cease  to be  operative.  Any
amendments  to  these  Emergency  By-Laws  may  make any  further  or  different
provision  that may be  practical  and  necessary  for the  circumstance  of the
emergency.

          During any such emergency:  (A) a meeting of the Board of Directors or
     a  committee  thereof  may be  called by any  officer  or  director  of the
     Corporation. Notice of the time and place of the meeting or conference call
     shall be given by the person  calling the meeting to such of the  directors
     as it may be feasible to reach by any means of  communication.  Such notice
     shall be given at such time in  advance  of the  meeting  as  circumstances
     permit in the judgment of the person calling the meeting;  (B) the director
     or directors in attendance at the meeting  shall  constitute a quorum;  (C)
     the officers or other persons designated on a list approved by the Board of
     Directors  before the emergency,  all in such order of priority and subject
     to such  conditions and for such period of time (not longer than reasonably
     necessary after the termination of the emergency) as may be provided in the
     resolution  approving the list,  shall, to the extent required to provide a
     quorum at any meeting of the Board of  Directors,  be deemed the  directors
     for such meeting;  (D) the Board of Directors,  either before or during any
     such  emergency,  may  provide,  and  from  time to time  modify,  lines of
     succession  in the event that during such  emergency any or all officers or
     agents of the  Corporation  shall for any reason be rendered  incapable  of
     discharging  their  duties;  (E) the Board of  Directors,  either before or
     during any such emergency, may, effective in the emergency, change the head
     office or designate  several  alternative head offices or regional offices,
     or  authorize  the  officers  so to do; and (F) to the extent  required  to
     constitute a quorum at any meeting of the Board of Directors during such an
     emergency, the officers of the Corporation who are present shall be deemed,
     in order of rank  and  within  the  same  rank in order of  seniority,  the
     directors for such meeting.

          No  officer,  director  or  employee  acting  in  accordance  with any
     provision of these  Emergency  By-Laws  shall be liable  except for willful
     misconduct.

          These Emergency  By-Laws shall be subject to alteration,  amendment or
     repeal by the further  actions of the Board of Directors or stockholders of
     the Corporation.

EX-99

                            CERTIFICATE OF AMENDMENT

                                       OF

                               eVent Capital I LLC

                        Pursuant to Section 18-202 of the
                          Limited Liability Company Act


1.   The name of the limited liability company is eVent Capital I LLC.

2.   The  Certificate  of Formation is hereby  amended to change the name of the
     limited liability company to eVent Resources I LLC.

3.   According,  Article 1. of the  Certificate of Formation  shall, as amended,
     read as follows:

          "1. The name of the limited liability company is eVent Resources
                    I LLC."

          IN WITNESS  WHEREOF,  the undersigned  authorized  person has executed
     this Certificate of Amendment on this 30th day of November, 2000.


                                            EVENT CAPITAL I LLC



                                            By
                                            Name: Mary E. Keogh
                                            Title:   Authorized Person

EX-99

                     TRIGEN-CINERGY SOLUTIONS OF LANSING LLC


          ____________________________________________________________

                       LIMITED LIABILITY COMPANY AGREEMENT
          ____________________________________________________________




                          DATED AS OF NOVEMBER 3, 1999


          ____________________________________________________________



                                TABLE OF CONTENTS

ARTICLE I   ORGANIZATION.......................................................2

   Section 1.1.   Name.........................................................2
   Section 1.2.   Term.........................................................2
   Section 1.3.   Registered Agent and Office..................................2
   Section 1.4.   Principal Places of Business.................................2
   Section 1.5.   Qualifications in Other Jurisdictions........................2
   Section 1.6.   Fiscal Year..................................................3

ARTICLE II   PURPOSE AND POWERS................................................3

   Section 2.1.   Purpose of the Company.......................................3
   Section 2.2.   Powers of the Company........................................3

ARTICLE III   MEMBERS..........................................................3

   Section 3.1.   Members......................................................3
   Section 3.2.   Powers of Members............................................3
   Section 3.3.   Meetings of Members..........................................3
   Section 3.4.   Member Representations.......................................4

ARTICLE IV   MANAGEMENT........................................................5

   Section 4.1.   The Board of Managers........................................5
   Section 4.2.   Notice.......................................................6
   Section 4.3.   Meetings; Electronic Communications..........................6
   Section 4.4.   Quorum and Voting............................................6
   Section 4.5.   Action Without a Meeting.....................................6
   Section 4.6.   Delegation of Powers.........................................7
   Section 4.7.   Executive Committee..........................................7
   Section 4.8.   Chairperson and Vice Chairperson.............................7
   Section 4.9.   Officers.....................................................7
   Section 4.10. Matters for Board Determination...............................9

ARTICLE V   DEADLOCK RESOLUTION................................................9

   Section 5.1.  Deadlocks.....................................................9
   Section 5.2.  Resolution Mechanism..........................................9

ARTICLE VI   SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS,
                MATERIAL APPROVALS, ETC.......................................11

   Section 6.1.  Initial Operations; Service Arrangements.....................11
   Section 6.2.  Budget; Capitalization; Material Approvals...................11
   Section 6.3.  Status of Capital Contributions..............................12
   Section 6.4.  Capital Accounts.............................................12
   Section 6.5.  Advances.....................................................13
   Section 6.6.  Negative Capital Accounts....................................13

ARTICLE VII   ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING......................13

   Section 7.1.  Allocations of Net Profit and Net Loss.......................13
   Section 7.2.  Distributions................................................14
   Section 7.3.  Limitations on Distribution..................................14
   Section 7.4.  Withholding Taxes............................................14

ARTICLE VII   TAX MATTERS.....................................................14

   Section 8.1.  Tax Matters..................................................14
   Section 8.2.  Taxation as Partnership......................................14

ARTICLE IX   BANKING; ACCOUNTING; BOOKS AND RECORDS...........................15

   Section 9.1.  Banking......................................................15
   Section 9.2.  Maintenance of Books and Records; Accounts and
                        Accounting Method.....................................15
   Section 9.3.  Financial Statements.........................................15
   Section 9.4.  Additional Information.......................................15
   Section 9.5.  Minutes of Meetings..........................................16

ARTICLE X   LIABILITY, EXCULPATION AND INDEMNIFICATION........................16

   Section 10.1.  Liability...................................................16
   Section 10.2.  Exculpation.................................................16
   Section 10.3.  Indemnification.............................................17

ARTICLE XI   TRANSFER OF INTERESTS............................................19

   Section 11.1.  Personal Property; Consent for Transfers....................19
   Section 11.2.  Issue and Replacement of Certificates.......................20
   Section 11.3  Interest Certificate Legend..................................20

ARTICLE XII   DISSOLUTION AND TERMINATION OF THE COMPANY......................20

   Section 12.1.  Dissolution.................................................20
   Section 12.2.  Liquidation.................................................20
   Section 12.3.  Time for Liquidation, etc...................................21
   Section 12.4.  Claims of the Members.......................................21

ARTICLE XIII   CERTAIN DEFINITIONS............................................21

   Section 13.1.  Definitions.................................................22

ARTICLE XIV   MISCELLANEOUS PROVISIONS........................................23

   Section 14.1.    Amendments Generally......................................23
   Section 14.2.    Entire Agreement..........................................24
   Section 14.3.    Notices...................................................24
   Section 14.4.    Table of Contents and Headings............................25
   Section 14.5.    Assignment................................................25
   Section 14.6.    Severability..............................................25
   Section 14.7.    Extension; Waiver.........................................25
   Section 14.8.    Governing Law.............................................25
   Section 14.9.    Names and Logos...........................................25
   Section 14.10.  Further Actions............................................26
   Section 14.11.  Counterparts...............................................26


LIST OF ATTACHMENTS


Schedule 1  -   Interest Percentages, Etc.

Schedule 2  -   Matters Requiring Action of the board of Managers of the Company


                                                INDEX OF DEFINED TERMS

TERM                                                              SECTION NUMBER
- ----                                                              --------------

1935 Act                                                               5.2(b)(i)
Acceptance Date                                                        5.2(b)(i)
Affiliate                                                                   13.1
Agreement                                                               Preamble
Applicable Interest                                                    5.2(b)(i)
Board of Managers                                                            3.2
Business Day                                                                13.1
Capital Account                                                             13.1
Capital Contribution                                                        13.1
Certificate                                                                  1.2
Cinergy Solutions Managers                                                4.1(c)
Cinergy Solutions Service Agreement                                          6.1
Cinergy Solutions                                                       Preamble
Claims                                                                   10.3(a)
Code                                                                        13.1
Company                                                                 Preamble
Covered Person                                                              13.1
Damages                                                                  10.3(a)
Deadlock                                                                     5.1
Delaware Act                                                            Recitals
Disabling Conduct                                                           13.1
Executive Committee                                                          4.7
First Offer                                                              11.1(b)
First Offer Price                                                        11.1(b)
Fiscal Year                                                                  1.6

Interest                                                                    13.1
Interest Percentage                                                         13.1
HSR Act                                                                   6.2(c)
Joint Venture Agreement                                                 Recitals
Lien                                                                   5.2(b)(i)
Liquidating Trustee                                                         12.1
Manager                                                                     13.1
Material Approvals                                                        6.2(c)
Member                                                            Recitals, 13.1
Members                                                                 Recitals
Net Loss                                                                    13.1
Net Profit                                                                  13.1
Offeree                                                                5.2(b)(i)
Offered Interest                                                         11.1(b)

GM Lansing Project                                                      Recitals

Person                                                                      13.1
Proceeding                                                               10.3(a)
Proponent                                                                 5.1(i)
Proposal                                                                  5.1(i)
Regulatory Approval                                                    5.2(b)(i)
SEC                                                                       6.2(c)
Second Member                                                            11.1(b)
Selling Member                                                           11.1(b)
Settlement Date                                                        5.2(b)(i)
Service Arrangements                                                         6.1
Subsidiary or Subsidiaries                                                  13.1
Tax Matters Partner                                                          8.1
Transfer                                                                 11.1(a)
Treasury Regulations                                                        13.1
Trigen Solutions                                                        Preamble
Trigen Solutions Managers                                                 4.1(c)
Trigen Solutions Service Agreement                                           6.1



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                     TRIGEN-CINERGY SOLUTIONS OF LANSING LLC


     This  LIMITED   LIABILITY   COMPANY   AGREEMENT   (this   "Agreement")   of
Trigen-Cinergy  Solutions of Lansing LLC, a Delaware limited  liability  company
(the "Company"),  dated as of November 3, 1999 by and between Cinergy Solutions,
Inc., a Delaware corporation ("Cinergy Solutions"),  and Trigen Solutions, Inc.,
a Delaware  corporation  ("Trigen  Solutions"),  certain  capitalized terms used
herein without definition having the meanings specified in Section 13.1;

                               W I T N E S S E T H

     WHEREAS,  Cinergy  Solutions,  Trigen  Solutions and U.S. Filter  Operating
Services,  Inc., have been engaged in discussions with General Motor Corporation
("Customer")  concerning  the  provision of certain  utilities and services to a
certain luxury assembly plant of Customer located in Lansing,  Michigan (the "GM
Lansing Project");

     WHEREAS,  pursuant to those discussions,  and to assist in implementing and
performing the GM Lansing Project,  Cinergy  Solutions and Trigen Solutions have
formed  the  Company  under the  Delaware  Limited  Liability  Company  Act (the
"Delaware Act");

     WHEREAS,  as contemplated by the Delaware Act, Cinergy Solutions and Trigen
Solutions,  as the sole initial members of the Company (each in such capacity, a
"Member"), are entering into this Agreement to govern the affairs of the Company
and the conduct of its business;

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Members  hereby  agree as
follows:

                             ARTICLE I ORGANIZATION

     Section 1.1. Name.

     The name of the Company is  "Trigen-Cinergy  Solutions of Lansing LLC." The
business of the Company may be conducted  upon  compliance  with all  applicable
laws under any other name designated by the Company.

     Section 1.2. Term.

     The existence of the Company commenced on November 3, 1999, the date of the
filing of the  Certificate of Formation (the  "Certificate")  with the office of
the Secretary of State of the State of Delaware,  and shall  continue  until the
Company is dissolved in accordance with the provisions of this Agreement.

     Section 1.3. Registered Agent and Office.

     The  registered  office  of the  Company  in  Delaware  shall  be  c/o  The
Corporation Trust Company,  1209 Orange Street,  Wilmington,  New Castle County,
Delaware. At any time, the Company may designate another registered agent and/or
registered office. The registered agent for service of process on the Company in
the State of Delaware shall be c/o The  Corporation  Trust Company,  1209 Orange
Street, Wilmington, New Castle County, Delaware.

     Section 1.4. Principal Places of Business.

     The  principal  places of  business  of the  Company  shall be at One Water
Street, White Plains, NY 10601 and 139 E. Fourth Street, Cincinnati, Ohio 45202.
Upon  agreement  of its  Members,  the  Company  may change the  location of the
Company's principal place of business.

     Section 1.5. Qualifications in Other Jurisdictions.

     The Company shall be qualified or registered to do business in New York and
in such other jurisdictions, if any, in which the Company transacts business and
in which  such  qualification  or  registration  is  required  by law or  deemed
advisable by the Company.  The Secretary of the Company, as an authorized person
within the meaning of the  Delaware  Act,  shall  execute,  deliver and file any
certificates (and any amendments and/or restatements  thereof) necessary for the
Company to qualify to do business in any such jurisdiction.

     Section 1.6. Fiscal Year.

     The fiscal year of the Company  (the  "Fiscal  Year") shall end on the 31st
day of  December in each year.  The Company  shall have the same fiscal year for
income tax and for financial and accounting purposes.

                          ARTICLE II PURPOSE AND POWERS

     Section 2.1. Purpose of the Company.

     The purpose of the Company is to participate  in the GM Lansing  Project in
accordance with the terms of a certain Limited  Liability Company Agreement with
U.S. Filter Operating  Services,  Inc.  sharing  reference to a transaction with
Customer and related agreements, and any other purpose decided upon by the Board
of Managers of the Company by unanimous vote.

     Section 2.2. Powers of the Company.

     Subject to the terms and  conditions of this  Agreement,  the Company shall
have the power and authority to take any and all actions necessary, appropriate,
proper,  advisable,  incidental or convenient to or for the  furtherance  of the
purposes set forth in Section 2.1.

                               ARTICLE III MEMBERS

     Section 3.1. Members.

     The name, initial Capital  Contributions and initial Interest Percentage of
each  Member are listed on  Schedule 1 attached  hereto.  The  Company  shall be
required  to  update  Schedule  1 from  time  to time as  necessary  to  reflect
accurately the information  therein. Any reference in this Agreement to Schedule
1 shall be deemed to be a reference  to Schedule 1 as amended and in effect from
time to time.

     Section 3.2. Powers of Members.

     Except as otherwise  provided  herein,  the Members  shall have no power to
transact any business in the Company's name nor have the power to sign documents
for or otherwise bind the Company.  Additional  Members may only be added to the
Company  upon the  unanimous  consent  of  existing  Members  and  otherwise  in
compliance  with Article XI hereof.  Subject to the  provisions  of the Delaware
Act, the Certificate and this Agreement,  the Members hereby delegate any or all
such powers to the Board of Managers of the Company (the "Board of Managers") to
carry out the business affairs of the Company on the Members' behalf.  Any power
not reserved to the Members or  delegated to the officers  shall remain with the
Board of Managers.  The Board of Managers shall be appointed in accordance  with
the provisions of Article IV.

     Section 3.3. Meetings of Members.

     (a)  Annual Meeting.  An annual meeting of the Members shall be held once a
          year on such date as the Board of Managers shall designate.

     (b)  Special Meetings.  Special meetings of the Members, for any purpose or
          purposes,  may be called by the Board of Managers or at the request of
          any Member.  Business  transacted  at any  special  meeting of Members
          shall  be  limited  to  the  purposes  stated  in the  notice,  unless
          otherwise agreed by the Members attending the meeting.

     (c)  Place of Meeting.  All meetings of Members shall be held at such place
          within or without the State of Delaware as the Board of Managers shall
          designate.

     (d)  Notice of  Meetings.  Notice of all  meetings of Members,  stating the
          time,  place and purpose of the  meeting,  shall be given at least two
          (2) days and not more than sixty (60) days  before  the  meeting.  Any
          adjourned  meeting may be held as adjourned  without  further  notice,
          provided that any adjourned  session or sessions are held within sixty
          (60) days after the date set for the original meeting.  No notice need
          be given to any Member if a written waiver of notice,  executed before
          or after the  meeting by such Member or his  representative  thereunto
          duly authorized,  is filed with the records of the meeting,  or to any
          Member who attends the meeting without  protesting prior thereto or at
          its  commencement  the lack of notice to him. A waiver of notice  need
          not specify the purposes of the meeting.

     (e)  Quorum  and  Voting.  The  presence  of at least  one duly  authorized
          representative  of each Member shall  constitute a quorum for purposes
          of transacting business at any meeting of Members. Except as otherwise
          provided by this  Agreement,  any question  brought before any meeting
          shall be decided by the Members  who,  at the time in question  and in
          the  aggregate,  hold,  or hold  proxies  with respect to, one hundred
          percent  (100%) of Interest  Percentages.  Interests of Members may be
          voted in person or by proxy.

     (f)  Electronic  Communications.  Members may participate in any meeting of
          Members by means of  conference  telephone  or similar  communications
          equipment by means of which all persons  participating  in the meeting
          can  hear  each  other,  and such  participation  in a  meeting  shall
          constitute presence in person at the meeting.

     (g)  Actions of Members Without a Meeting.  Any action required to be taken
          at any  meeting of Members or  otherwise,  or any action  which may be
          taken at any meeting of Members or  otherwise,  may be taken without a
          meeting,  without  prior  notice and  without a vote,  if a consent in
          writing, setting forth the action so taken, shall be signed by Members
          having one hundred  percent  (100%) of the Interest  Percentages.  Any
          such written consent may be executed in two or more counterparts, each
          of which  shall be deemed to be an  original,  but all of which  shall
          constitute one and the same document.

     Section 3.4. Member Representations.

     (a)  Each Member  represents and warrants to the other and the Company that
          (i)  its  Interest  has  been  acquired  for  its  own  account,   for
          investment, and not with an intent or a present view to participating,
          directly or  indirectly,  in or for the resale in connection  with any
          distribution  (as interpreted  under any applicable law) thereof,  nor
          with  any   present   intention   of   dividing   its   participation,
          distribution,  reselling,  assigning or otherwise  disposing of all or
          part of such  Interest,  and  (ii) it will not make or offer to make a
          transfer of its Interest in violation of the  Securities  Act of 1933,
          as amended, or any other applicable Federal or state securities laws.

     (b)  Each  Member  represents  and  warrants  to the other  Members and the
          Company that this  Agreement  has been duly  authorized,  executed and
          delivered on behalf of such Member and is the legal, valid and binding
          obligation of such Member,  enforceable  against it in accordance with
          its terms.

                              ARTICLE IV MANAGEMENT

     Section 4.1. The Board of Managers.

     (a)  General.  Except as  specifically  set forth herein,  the business and
          affairs of the Company  shall be managed by or under the  direction of
          the Board of Managers. Other than rights and powers expressly reserved
          to  Members  by this  Agreement  of the  Delaware  Act,  the  Board of
          Managers shall have full,  exclusive and complete discretion to manage
          and  control the  business  and  affairs of the  Company,  to make all
          decisions  affecting  the  business  and affairs of the Company and to
          take  all  such  actions  as it  deems  necessary  or  appropriate  to
          accomplish the purposes of the Company as set forth herein.

     (b)  Duties.  The Board of Managers  shall be  obligated  to devote only as
          much of their time to the  Company's  business as shall be  reasonably
          required in light of the Company's business and objectives.  A Manager
          shall  perform his or her duties in good faith,  in a manner he or she
          reasonably  believes to be in the best  interests of the Company,  and
          with  such care as an  ordinarily  prudent  person in a like  position
          would use under similar circumstances.

     (c)  Board Composition;  Removal and Vacancies.  Cinergy Solutions shall be
          entitled  to  designate  one-half  of the  Managers  to the  Board  of
          Managers  and Trigen  Solutions  shall be  entitled to  designate  the
          remaining  half  of the  Managers  to the  Board  of  Managers.  Those
          Managers  designated to the Board of Managers by Cinergy Solutions are
          referred  to  herein as the  "Cinergy  Solutions  Managers"  and those
          Managers  designated to the Board of Managers by Trigen  Solutions are
          referred to herein as the "Trigen  Solutions  Managers".  Each Manager
          shall  serve  until  his  or  her  removal,   resignation,   death  or
          retirement.  Each Member shall vote all of its Interest and shall take
          all other action necessary or desirable within its control (including,
          without  limitation,  attendance at meetings in person or by proxy and
          execution  of  written  consents  in lieu of  meetings),  so that  the
          designees  of the  other  Member  are  duly  elected  to the  Board of
          Managers.  Upon the removal,  resignation,  death or  retirement  of a
          Manager,  or vacation of office by any Manager for any reason,  his or
          her  successor  shall be  nominated  and elected by the same Member as
          originally  proposed by the former  Manager.  Any successor so elected
          shall  retain  his or her office  during  such time only as the former
          Manager was entitled to retain the same.  Trigen  Solutions shall have
          the exclusive right to remove any Trigen Solutions Manager at any time
          and for any reason  whatsoever  and to fill the  vacancy of the Trigen
          Solutions  Managers,  and Cinergy  Solutions  shall have the exclusive
          right to remove any Cinergy  Solutions Manager at any time and for any
          reason  whatsoever  and to fill the vacancy of the  Cinergy  Solutions
          Managers.

     (d)  Restrictions on the Board. The Board of Managers shall not: (i) do any
          act in contravention of any applicable law or regulation, or provision
          of this  Agreement;  (ii)  possess  Company  property for other than a
          Company purpose;  or (iii) admit any new Members without the unanimous
          consent of  existing  Members or without  compliance  with  Article XI
          hereof.

     Section 4.2. Notice.

     Meetings  of the Board of  Managers  may be held at such places and at such
times as the  Board of  Managers  may from  time to time  determine  and,  if so
determined  by a quorum of the Board of Managers,  no advance  notice of meeting
need be  given.  Any three (3)  Managers  may at any time call a meeting  of the
Board of  Managers.  Written  notice of the time,  place,  and  purpose  of such
meeting shall be served by registered or certified,  prepaid first class,  mail,
or by fax or cable, upon each member of the Board of Managers and shall be given
at least twenty-four (24) hours prior to the time of the meeting. No notice need
be given to any Manager if a written waiver of notice,  executed before or after
the meeting by such Manager thereunto duly authorized, is filed with the records
of the  meeting,  or to any Manager who attends the meeting  without  protesting
prior  thereto  or at its  commencement  the lack of notice to him.  A waiver of
notice need not specify the purposes of the meeting.

     Section 4.3. Meetings; Electronic Communications.

     Regular  meetings of the Board of  Managers  shall be held on such dates as
the Board of  Managers  shall  agree but not less  frequently  than once in each
fiscal  year  of the  Company.  Members  of the  Board  of  Managers,  or of any
committee designated by the board, may participate in a meeting of such Board or
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.

     Section 4.4. Quorum and Voting.

     A majority of the Managers shall constitute a quorum for the transaction of
business  at a meeting  of the Board of  Managers,  provided,  that at least one
Cinergy Solutions  Manager and one Trigen Solutions Manager are present.  Action
by the  Board  of  Managers  must be  authorized  by the  unanimous  vote of the
Managers present at the meeting.

     Section 4.5. Action Without a Meeting.

     Any action  which is required to be, or which may be,  taken at any annual,
regular or special  meeting of the Board of Managers or otherwise,  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
Managers  in office.  Any such  written  consent  may be executed in two or more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same document.

     Section 4.6. Delegation of Powers.

     Subject  to any  limitation  set forth in the  Delaware  Act,  the Board of
Managers may delegate any of its powers to committees or to officers  consisting
of persons who may or may not be Managers.  Every officer or committee shall, in
the exercise of the power so delegated, comply with any restrictions that may be
imposed on them by the Board of Managers.

     Section 4.7. Executive Committee.

     The Board of Managers shall have an Executive  Committee  consisting of two
(2) Managers,  one Cinergy  Solutions  Manager and one Trigen Solutions  Manager
(the "Executive  Committee").  Actions of the Executive  Committee shall require
unanimous consent of both Managers.  Meetings of the Executive  Committee may be
called by any member  thereof upon  twenty-four  (24) hours' prior  notice.  The
Executive  Committee  shall be  empowered  to act on such matters as may be from
time to time delegated to it by the Board of Managers and in accordance with the
terms and conditions of any such delegation.

     Section 4.8. Chairperson and Vice Chairperson.

     The Board of Managers shall designate one of its members as the Chairperson
and another as the Vice  Chairperson.  The Cinergy Managers shall have the right
to designate the Chairperson serving for a three-year term from the formation of
the Company.  The next  Chairperson  shall be designated by the Trigen Solutions
Managers  and  shall  serve  for a term of three (3)  years,  with the  position
thereafter alternating for three-year terms between the designees of each of the
Cinergy Managers and the Trigen Solutions Managers.  A Vice Chairperson shall be
designated  by the Managers  whose  designee is not serving as the  Chairperson.
Neither the  Chairperson nor the Vice  Chairperson  shall have any additional or
special  voting  rights and either may be replaced at any time during his or her
term by the Managers by whom initially designated. The Chairperson shall preside
over all meetings of the Board of Managers.  In the absence of the  Chairperson,
the Vice Chairperson shall preside over a meeting of the Board of Managers.  The
Chairperson  and Vice  Chairperson  shall have such other  authority and perform
such duties as the Board of Manages may determine in its sole discretion.

     Section 4.9. Officers.

     (a)  General.   Annually,  for  the  initial  three-year  period  from  the
          formation of the Company, the Trigen Solutions Managers shall have the
          right to appoint the President/Chief Executive Officer of the Company,
          subject to the prior consent of Cinergy Solutions (which consent shall
          not be unreasonably  withheld).  Annually,  for the initial three-year
          period  from the  formation  of the  Company,  the  Cinergy  Solutions
          Managers  shall have the right to appoint each of the  Executive  Vice
          President/Chief  Operating  Officer and the  Secretary of the Company,
          subject to the prior consent of Trigen  Solutions (which consent shall
          not  be  unreasonably  withheld).   Upon  completion  of  the  initial
          three-year  period,  the Board of Managers shall determine  whether to
          continue   such   officer-appointment   procedure  or  adopt   another
          procedure.

     (b)  Election, Term of Office, Qualifications,  and Compensation. Except as
          provided in Section  4.9(a),  the  officers  shall be appointed by the
          Board of Managers. Except as provided in paragraphs (c) or (d) of this
          Section 4.9, each Officer shall hold office until his or her successor
          shall have been  chosen and  qualified.  Any two (2)  offices,  except
          those of the Chief Executive Officer,  the Chief Operating Officer and
          the  Secretary,  may be held by the same Person,  but no Officer shall
          execute,  acknowledge  or  verify  any  instrument  in more  than  one
          capacity if such instrument be required by law or this Agreement to be
          executed, acknowledged or verified by any two (2) or more officers.

     (c)  Resignations and Removals. Any Officer may resign his or her office at
          any time by delivering a written  resignation  to the Chief  Executive
          Officer or the Secretary.  Unless otherwise  specified  therein,  such
          resignation  shall take effect upon  delivery.  Except as set forth in
          Section 4.9(a), any Officer may be removed from office with or without
          cause by the Board of Managers.

     (d)  Vacancies  and Newly Created  Offices.  Except as set forth in Section
          4.9(a),  if any vacancy  shall occur in any office by reason of death,
          resignation,  removal,  disqualification or other cause, or if any new
          office shall be created,  such vacancies or newly created  offices may
          be filled by the Board of Managers.

     (e)  Conduct of Business.  Subject to the provisions of the Certificate and
          this  Agreement   (including  without  limitation  Section  6.1),  the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner consistent with the Certificate and this Agreement,  and with
          directions  which  may be  given  from  time to time by the  Board  of
          Manages.

     (f)  Chief Executive Officer. Subject to the further directive of the Board
          of Managers, the Chief Executive Officer shall have general and active
          management of the business of the Company  subject to the  supervision
          of the Board of Managers, shall see that all orders and resolutions of
          the Board of  Managers  are  carried  into  effect and shall have such
          additional  powers and authority as are specified by the provisions of
          this Agreement.

     (g)  Chief Operating  Officer.  The Chief Operating Officer shall have such
          authority  and  perform  such  duties  as the  Board of  Managers  may
          determine in its sole discretion.

     (h)  The Secretary.  The Secretary shall attend all meetings of the Members
          and the  Board of  Managers  and  record  all the  proceedings  of the
          meetings and all actions  taken  thereat in a book to be kept for that
          purpose and shall perform like duties for the standing committees when
          required.  The Secretary  shall give, or cause to be given,  notice of
          all  meetings  of the  Members  or the  Board of  Managers,  and shall
          perform  such  other  duties  as may be  prescribed  by the  Board  of
          Managers or the Chief Executive  Officer,  under whose supervision the
          Secretary shall be. The Assistant  Secretary,  if there be one, shall,
          in the  absence of the  Secretary  or in the event of the  Secretary's
          inability  to act,  perform the duties and  exercise the powers of the
          Secretary  and shall  perform  such  other  duties and have such other
          powers as the Board of Managers may from time to time prescribe.

     (i)  Other  Officers.  The Board of Managers  from time to time may appoint
          such other  subordinate  officers or agents as it may deem  advisable,
          each of whom shall have such title, hold office for such period,  have
          such  authority  and perform  such duties as the Board of Managers may
          determine in its sole  discretion.  The Board of Managers from time to
          time may  delegate  to one or more  offices  or  agents  the  power to
          appoint any such  subordinate  officers or agents and prescribe  their
          respective rights, terms of office, authorities and duties.

     (j)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this Agreement,  are agents of the Company for the
          purpose of the  Company's  business,  and the actions of the  officers
          taken in accordance with such powers shall bind the Company.

     Section 4.10. Matters for Board Determination.

     Notwithstanding  anything to the contrary contained in this Agreement,  the
Company shall not take any action with respect to matters identified on Schedule
2 hereto without first obtaining the approval of the Board of Managers.  ARTICLE
V DEADLOCK RESOLUTION

     Section 5.1. Deadlocks.

     A "Deadlock" shall be a fundamental  breakdown in the relationship  between
the parties as evidenced by the sequence of events described below.

     (a)  A Member or a Manager  (the  "Proponent"),  advances a  proposal  (the
          "Proposal") for consideration at a meeting of the Board of Managers or
          Members of the Company; and

     (b)  Prior to the meeting at which the Proposal is advanced,  the Proponent
          notifies the Board of Managers  and/or  Members that it considers  the
          Proposal  to be  essential  to  the  continuance  of  the  Proponent's
          investment in the Company, specifying the reasons therefore; and

     (c)  The  Proposal is not approved at that meeting (as a result of either a
          rejection  thereof  or a failure  to  consider  it) or the  meeting is
          canceled  by  reason  of  a  lack  of  a  quorum  resulting  from  the
          non-attendance of the non-Proponent Member's designees,  at which time
          a Deadlock will be deemed to have occurred.

     Section 5.2. Resolution Mechanism.

     (a)  Upon the  occurrence  of a  Deadlock,  the  Proponent  may  cause  the
          Proposal  and the  Deadlock  to be  referred  to the  Chief  Executive
          Officers  of the  ultimate  U.S.  parent  company  of  each  of  their
          respective  Affiliated  group of  companies  (i.e.,  Trigen  Solutions
          Energy  Corporation,  a  Delaware  corporation,  in the case of Trigen
          Solutions and Cinergy  Corp., a Delaware  corporation,  in the case of
          Cinergy  Solutions).  If such Chief  Executive  Officers are unable to
          resolve the Deadlock  within ten (10) business days  thereafter,  then
          (but  only  then)  the  provisions  of  Section  5.2(b)  shall  apply;
          provided,  however,  that the  provisions of Section  5.2(b) shall not
          apply until the first  anniversary  of the  formation  of the Company,
          unless a failure to act by the Company  would  result in a breach of a
          material  agreement  to which the  Company is a party or  violate  any
          applicable legal or regulatory requirement.

     (b)  (i)  Within  thirty  (30) days  after the  expiration  of the ten (10)
          business-day  period referred to in paragraph (a) above, the Proponent
          may offer to purchase  ("Purchase  Offer") all (but not less than all)
          of the Interests and any indebtedness of the Company (collectively the
          "Applicable   Interest")  owned  by  the  other  Member   ("Offeree"),
          specifying  (x) the  aggregate  price  to be paid  for the  Applicable
          Interest  (which  aggregate  price shall specify  separately the price
          placed by the Proponent on each component of the  Applicable  Interest
          and be payable  only in cash_ and other  terms and  conditions  of the
          Purchase  Offer,  (y) a date  by  which  the  Purchase  Offer  must be
          accepted  (which may not be less than  thirty  (30) days nor more than
          sixty  (60)  days  after  the date the  Purchase  Offer is made)  (the
          "Acceptance Date") and (z) a proposed settlement date (the "Settlement
          Date")  therefor (which may not be less than thirty (30) days nor more
          than  sixty  (60)  days  after the  specified  Acceptance  Date).  The
          foregoing  notwithstanding,  the  Settlement  Date may be  extended by
          either  member by  written  notice to the other  Member to the  extent
          reasonably  required  to  accommodate  (i) any  necessary  approval or
          non-objection  by  or  filing  with  any  governmental  or  regulatory
          authority   (each,  a  "Regulatory   Approval")   including,   without
          limitation,  under the Public Utility Holding Company Act of 1935 (the
          "1935  Act"),  or (ii) the  removal of any liens,  claims,  charges or
          encumbrances  attributable  to the selling  Member and existing on the
          Applicable  Interest (each, a "Lien"),  in either case being sought in
          good  faith  by  appropriate   proceedings   promptly   initiated  and
          diligently conducted by the Member requesting the extension.

          (ii) On or before the  Acceptance  Date, the Offeree may either accept
     the  Purchase  Offer or may by  written  notice to the  Proponent  elect to
     purchase all (but not less than all) of the Proponent's Applicable Interest
     at the  price  and on the  other  terms  and  conditions  specified  by the
     Proponent  in the  Purchase  Offer.  If the  Offeree  neither  accepts  the
     Purchase  Offer  nor  elects  by  the  Acceptance   Date  to  purchase  the
     Proponent's  Applicable  Interest,  the  Offeree  will  be  deemed  to have
     accepted the Purchase Offer.

          (iii)  In  either  event,  the  settlement  will  take  place  on  the
     Settlement  Date, as it may be extended per (b)(i)  immediately  above, and
     the  Proponent  will  purchase,  and the Offeree will sell,  the  Offeree's
     Applicable Interest,  or the Offeree will purchase,  and the Proponent will
     sell, the Proponent's Applicable Interest, as the case may be, at the price
     and place and on the other terms and conditions  specified by the Proponent
     in the Purchase Offer, in either case free and clear of all Liens which are
     not connected with the financing or operation of the Company, at which time
     the Proponent's  Applicable  Interest or the Offeree's  Applicable Interest
     (as the case may be) shall be delivered  against payment of the said price.
     In order to comply with applicable regulatory requirements,  the purchasing
     Member may  designate a third  party to purchase  any portion or all of the
     Applicable  Interest which the  purchasing  Member is committed to purchase
     hereunder.

 ARTICLE VI SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS, MATERIAL APPROVALS, ETC.

     Section 6.1. Initial Operations; Service Arrangements.

The Members  intend to operate  the Company  initially  with  minimal  staff and
committed overhead and for the Company to purchase operational and other support
services,   technical   assistance  and  intellectual   property  rights,  where
available,  from the  Members  and/or  their  respective  Affiliates  at cost in
accordance  with  the  terms  of (i) in the case of  Cinergy  Solutions  and its
Affiliates,  that  certain  Service  Agreement  between  the Company and Cinergy
Solutions  or an  affiliate  (the  "Cinergy  Solutions  Service  Agreement"),  a
complete copy of which Cinergy Solutions has provided to Trigen  Solutions,  and
(ii) in the case of Trigen  Solutions and its  Affiliates  that certain  Service
Agreement  between the Company and Trigen Solutions or an affiliate (the "Trigen
Solutions  Service  Agreement"),  a complete copy of which Trigen  Solutions has
provided to Cinergy  Solutions,  and  collectively  with the  Cinergy  Solutions
Service Agreement,  the "Service  Arrangements").  Each member and any Affiliate
thereof  which  provides  services  to  the  Company  pursuant  to  the  Service
Arrangements  shall  permit the Company  reasonable  access to its  accounts and
records, including the basis and computation of cost allocations.

     Section 6.2. Budget; Capitalization; Material Approvals.

     (a)  A complete copy of the Company's first and,  thereafter,  every annual
          budget shall be provided to each Member.

     (b)  Cinergy  Solutions shall commit to contribute  fifty-one percent (51%)
          of the amount of the capital funding  portion of the Company's  annual
          budget and Trigen  Solutions  shall  commit to  contribute  forty-nine
          percent  (49%)  of the  Company's  annual  budget,  to be  paid to the
          Company at such times as the Members shall mutually agree. All capital
          contributions,  when made, shall be in cash,  unless the Members shall
          otherwise  mutually  agree.  The Members  shall be liable only to make
          their  Capital  Contributions  pursuant  to  this  Section  6.2 and no
          Members  shall be required to lend any funds to the Company or to make
          any additional Capital Contributions to the Company.

     (c)  The  capitalization  of the Company shall be subject to the receipt by
          the  Members  of all  requisite  Regulatory  Approvals  and all  other
          consents,  licenses,  approvals or other authorizations (together with
          such Regulatory  Approvals,  "Material Approvals") necessary to permit
          the establishment and operation of the Company as contemplated herein,
          including, to the extent applicable,  (i) expiration or termination of
          the waiting period under the Hart-Scott-Rodino  Antitrust Improvements
          Act of 1976, as amended ("HSR Act"), if applicable,  (ii) the approval
          of the Securities and Exchange  Commission ("SEC") under the 1935 Act,
          if  applicable,   and  (iii)  any  Material  Approval  of  any  state,
          municipality,  utility commission,  regulatory body or governmental or
          other agency or authority thereof (each, a "Material Approval").

     (d)  With reference to paragraph (c) above,  Cinergy  Solutions  represents
          and  warrants  that no approval  or other  action of the SEC under the
          1935 Act is required to be obtained by Cinergy Solutions,  the Company
          or any  other  direct or  indirect  subsidiary  of  Cinergy  Corp.  in
          connection  with the  formation  of the Company  and the  transactions
          contemplated by this Agreement and the GM Lansing Project Agreements.

     Section 6.3. Status of Capital Contributions.

     (a)  Except as  otherwise  expressly  provided  in  Article  VII and XI, no
          Member shall have the right to withdraw capital from the Company or to
          receive  any   distribution   or  return  of  such  Member's   Capital
          Contributions.

     (b)  No Member shall receive any  interest,  salary or drawing with respect
          to its Capital  Contributions  or its Capital  Account or for services
          rendered on behalf of the Company or  otherwise  in its  capacity as a
          Member, except as otherwise specifically provided in this Agreement.

     (c)  No Member shall have  priority  over any other Member either as to the
          return of the amount of its Capital  Contribution to the Company or as
          to any allocation of Net Profit and Net Loss.

     Section 6.4. Capital Accounts.

     (a)  There shall be  established  on the books and records of the Company a
          Capital  Account for each Member.  The initial Capital Account balance
          of each Member shall be the  respective  amounts of each such Member's
          initial Capital Contribution.

     (b)  Each Member's Capital Account shall be adjusted by (a) increasing such
          balance by such member's (I) allocable shares of Net Profit (allocated
          in  accordance  with Article VII) and (ii) Capital  Contributions,  if
          any, and (b) decreasing  such balance by (i) the amount of cash or the
          fair market value of  distributions to such Member pursuant to Article
          VII and (ii) such Member's  allocable  share of Net Loss (allocated in
          accordance  with  Article  VII).  The  provisions  of  this  Agreement
          relating to the maintenance of Capital Accounts are intended to comply
          with Treasury Regulation Section 1.704-1(b),  and shall be interpreted
          and applied in a manner consistent with such Treasury Regulation.

     (c)  Any  Capital  Contributions  made in a form  other  than cash shall be
          valued at the fair market value of such  property as determined by the
          mutual consent of the Members.

     Section 6.5. Advances.

     If any Member, at its reasonable  discretion upon reasonable advance notice
to the other Member and only to the extent necessary to meet short-term  working
capital  requirements,  shall  advance any funds to the Company in excess of its
Capital  Contributions,  the amount of such advance shall  neither  increase its
Capital Account nor entitle it to any increase in its share of the distributions
of the Company. The amount of any such advance shall be a debt obligation of the
Company to such Member and shall be repaid to it by the Company at a  reasonable
interest  rate not to exceed a market  rate,  as soon as  practicable.  Any such
advance shall be payable and  collectible  only out of Company  assets,  and the
other Members shall not be  personally  obligated to repay any part thereof.  No
Person who makes any loan to the Company  shall have or acquire,  as a result of
making such loan,  any direct or indirect  interest in the  profits,  capital or
property of the Company, other than as a creditor.

     Section 6.6. Negative Capital Accounts.

     No Member  shall be required  to make up a negative  balance in its Capital
Account.

             ARTICLE VII ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING

     Section 7.1. Allocations of Net Profit and Net Loss.

     (a)  The Net Profit  and Net Loss of the  Company,  including  each item of
          income,  gain, loss and deduction,  and credit shall be allocated with
          respect to each Fiscal Year (or portion  thereof) among the Members in
          accordance with their respective Interest Percentages.

     (b)  Allocations  for tax purposes  shall be made in the same manner as the
          allocations  set forth under  Section  7.1(a);  however the  following
          adjustments shall be made and applied,  to the extent necessary,  in a
          manner consistent with Treasury Regulation Section 1.704-1(b):

          (i)  The allocations of income,  gain, loss and deduction  pursuant to
               Section  7.1(a)  shall be adjusted  to comply with the  qualified
               income  offset   requirements  of  Treasury   Regulation  Section
               1.704-1(b)  and  the   nonrecourse   deduction  or  minimum  gain
               charge-back requirements of Treasury Regulation Section 1.704-2.

          (ii) Any  special  allocations  pursuant to the  preceding  clause (i)
               required in order to comply with the Treasury  Regulations  shall
               be taken into  account,  to the extent  permitted by the Treasury
               Regulations, in computing subsequent allocations pursuant to this
               Section  7.1(b) so that the net amount of any items so  allocated
               and all other items allocated to each Member shall, to the extent
               possible,  be equal to the amount that would have been  allocated
               to each Member had there been no such special allocation.

     (c)  If there is a charge in any  Member's  share of the  distributions  or
          other items of the  Company  during any Fiscal Year as a result of the
          Transfer  (as defined  herein) of an Interest,  allocations  among the
          Members  shall  be made in  accordance  with  their  Interests  in the
          Company from time to time during such Fiscal Year in  accordance  with
          Code  Section  706,  using the  closing-of-the-books  method;  however
          depreciation  shall be deemed to accrue  ratably on a daily basis over
          the entire year during which the  corresponding  asset is owned by the
          Company.

     Section 7.2. Distributions.

     Distributions  may be made to the Members in accordance with their Interest
Percentages  at such times as determined in the sole  discretion of the Board of
Managers,  or at such other  times as the  Members by  unanimous  consent  shall
determine.

     Section 7.3. Limitations on Distribution.

     Notwithstanding  any  provisions  of this Article VII to the  contrary,  no
distribution  shall be made (i) if such distribution  would violate any contract
or agreement to which the Company is then a party or any law then  applicable to
the Company,  including the provisions of Section 18-607 of the Delaware Act, or
(ii) to the  extent  that  the  Board of  Managers  determines  that any  amount
otherwise  distributable  should  be  retained  by the  Company  to  pay,  or to
establish  a reserve  for the payment of, any  liability  or  obligation  of the
Company,  including  obligations  to pay or  withhold  Federal,  state  or local
income,  franchise  or other  taxes or levies,  whether  liquidated,  fixed,  or
contingent.

     Section 7.4. Withholding Taxes.

     The Company is authorized to withhold from  distributions  to a Member,  or
with respect to allocations to a Member, and to pay over to a Federal,  state or
local  government,  any amounts required to be withheld  pursuant to the Code or
any provisions of any other Federal, state or local law. Any amounts so withheld
shall be treated as having been  distributed  to such Member for all purposes of
this  Agreement,  and  shall be  offset  against  the  current  or next  amounts
otherwise distributable to such Member.

                             ARTICLE VII TAX MATTERS

     Section 8.1. Tax Matters.

     Cinergy  Solutions is hereby  designated  as "Tax  Matters  Partner" of the
Company under Section 6231 of the Code and the Treasury Regulations  thereunder.
Notwithstanding  the foregoing  designation,  the Tax Matters  Partner shall not
take any action in its capacity as Tax Matters  Partner in  connection  with any
tax audit, contest or other similar proceeding involving the Company without the
consent or approval of the other Member.  The Tax Matters Partner shall keep the
other Party fully  apprised of its activities in its capacity as the Tax Matters
Partner.

     Section 8.2. Taxation as Partnership.

     The Members  intend that the Company shall be treated as a partnership  for
United States  Federal income tax purposes and the Members agree not to take any
action  inconsistent  with the Company's  classification  as a  partnership  for
United States Federal income tax purposes.

                ARTICLE IX BANKING; ACCOUNTING; BOOKS AND RECORDS

     Section 9.1. Banking.

     All funds of the Company may be deposited in such bank,  brokerage or money
market  accounts as shall be established  by the Board of Managers.  Withdrawals
from and checks drawn on any such account  shall be made upon such  signature or
signatures as the Board of Managers may designate.

     Section  9.2.  Maintenance  of Books and Records;  Accounts and  Accounting
Method.

     Trigen  Solutions  shall  keep or  cause to be kept at the  address  of the
Company  (or at such other  place as the  Company  shall  advise the  Members in
writing) full and accurate accounts of the transactions of the Company in proper
books and records of account which shall set forth all  information  required by
the Delaware  Act.  Such books and records  shall be  maintained on the basis of
United States generally accepted accounting  principles.  Such books and records
shall be available, upon two (2) Business Days' notice to the Board of Managers,
for inspection and copying at reasonable times during business hours by a Member
or its duly  authorized  agents or  representatives  for any purpose  reasonably
related to such Member's interest as a member in the Company.

     Section 9.3. Financial Statements.

     As soon as available  and in any event within 45 days after the end of each
fiscal quarter, the Company shall have prepared, and delivered to each Member, a
quarterly  set of  primary  financial  statement  for the  Company.  This set of
primary  financial  statements  shall include (i) a balance sheet reflecting the
assets,  liabilities  and capital  accounts of the Company,  comparative  to the
prior year and the prior  year-end and (ii)  statements  of  operations  for the
quarter and  year-to-date,  comparative to the prior year. The Board of Managers
shall cause the annual financial statements of the Company to be examined by the
Company's  independent  auditor and submitted for adoption at the annual meeting
of Members.

     Section 9.4. Additional Information.

     Upon the request of a Member, the Company shall prepare additional periodic
or special reports of the Company's accounts and/or business activity considered
necessary  by such Member,  including  but not limited to,  detailed  reports of
sales by location,  detailed expense reports,  reports of capital  expenditures,
details of assets and liabilities, and non-financial and ratio data.

     Section 9.5. Minutes of Meetings.

     The  Managers  shall  cause  minutes  of  all  proceedings  and  copies  of
resolutions adopted at meetings of Members or Managers to be duly entered in the
minute books which shall be kept at the  executive  offices of the Company.  Any
such minutes must be signed by either the  Chairperson or Vice  Chairperson  of,
and one other person (such as the  Secretary)  who was present at the meeting at
which such resolutions were passed.

              ARTICLE X LIABILITY, EXCULPATION AND INDEMNIFICATION

     Section 10.1. Liability.

     Except as otherwise  provided by the Delaware  Act, the debts,  obligations
and liabilities of the Company,  whether arising in contract, tort or otherwise,
shall be solely the debts,  obligations and  liabilities of the Company,  and no
Covered Person shall be obligated  personally  for any such debt,  obligation or
liability of the Company solely by reason of being a Covered Person.

     Section 10.2. Exculpation.

     (a)  Generally.  No Covered  Person  shall be liable to the  Company or any
          Member  for any act or  omission  taken or  suffered  by such  Covered
          Person in good  faith and in the  reasonable  belief  that such act or
          omission is in or is not contrary to the best interests of the Company
          and is within the scope of authority granted to such Covered Person by
          this Agreement,  provided that such act or omission is not in material
          violation of this Agreement and does not constitute  Disabling Conduct
          by the Covered Person. No Member shall be liable to the Company or any
          Member for any action taken by any other Member.

     (b)  Reliance  Generally.  A Covered  Person  shall incur no  liability  in
          acting upon any signature or writing  reasonably  believed by it to be
          genuine,  and may rely on a certificate signed by an executive officer
          of any  Person in order to  ascertain  any fact with  respect  to such
          Person or within such Person's knowledge and may rely on an opinion of
          counsel selected by such Covered Person with respect to legal matters,
          except to the extent that such  Covered  Person  engaged in  Disabling
          Conduct. Each Covered Person may act directly or through its agents or
          attorneys.  Each Covered Person may consult with counsel,  appraisers,
          engineers,  accountants and other skilled Persons of its choosing, and
          shall not be liable for  anything  done,  suffered  or omitted in good
          faith in  reasonable  reliance upon the advice of any of such Persons,
          except to the extent that such  Covered  Person  engaged in  Disabling
          Conduct.  No  Covered  Person  shall be liable to the  Company  or any
          Member for any error of judgment  made in good faith by a  responsible
          officer or officers of the Covered  Person,  except to the extent that
          such Covered Person engaged in Disabling Conduct.  Except as otherwise
          provided in this Section  10.2,  no Covered  Person shall be liable to
          the  Company or any Member for any  mistake of fact or judgment by the
          Covered  Person in conducting  the affairs of the Company or otherwise
          acting in respect of and within the scope of this Agreement, except to
          the extent that such Covered Person engaged in Disabling  Conduct.  No
          Covered  Person shall be liable for the return to any Member of all or
          any portion of any Member's Capital Account or Capital  Contributions,
          except to the extent that such  Covered  Person  engaged in  Disabling
          Conduct.

     (c)  Reliance on this Agreement. To the extent that, at law or in equity, a
          Covered Person has duties (including fiduciary duties) and liabilities
          relating thereto to the Company or to the Members,  any Covered Person
          acting under this  Agreement  or otherwise  shall not be liable to the
          Company or to any Member for its good faith reliance on the provisions
          of this  Agreement.  The provisions of this  Agreement,  to the extent
          that they  restrict  the duties and  liabilities  of a Covered  Person
          otherwise  existing at law or in equity,  are agreed by the Members to
          replace such other duties and liabilities of such Covered Person.

     (d)  Standard of Care.  Whenever in this Agreement a Person is permitted or
          required to make a decision (i) in its "sole and absolute discretion,"
          "sole discretion,"  "discretion" or under a grant of similar authority
          or latitude,  the Person shall be entitled to consider such  interests
          and factors as it desires, including its own interests, and shall have
          no duty or obligation to give any  consideration to any interest of or
          factors  affecting  the  Company or any other  Person,  or (ii) in its
          "good faith" or under another express  standard,  the Person shall act
          under such  express  standard and shall not be subject to any other or
          different standard imposed by this Agreement or other applicable law.

     Section 10.3. Indemnification.

     (a)  Indemnification  Generally.  The Company shall and hereby does, to the
          fullest extent permitted by applicable law,  indemnify,  hold harmless
          and release each Covered Person from and against all claims,  demands,
          liabilities,  costs, expenses, damages, losses, suits, proceedings and
          actions,   whether   juridical,   administrative,   investigative   or
          otherwise,  of  whatever  nature,  known  or  unknown,  liquidated  or
          unliquidated  ("Claims"),  that may  accrue to or be  incurred  by any
          Covered Person, or in which any Covered Person may become involved, as
          a party  or  otherwise,  or  with  which  any  Covered  Person  may be
          threatened, relating to or arising out of the business and affairs of,
          or activities undertaken in connection with, the Company, or otherwise
          relating  to or  arising  out of this  Agreement,  including,  but not
          limited to, amounts paid in satisfaction  of judgments,  in compromise
          or as fines or penalties  and counsel  fees and  expenses  incurred in
          connection  with the  preparation for or defense or disposition of any
          investigation,  action,  suit,  arbitration  or  other  proceeding  (a
          "Proceeding"),  whether  civil or  criminal  (all of such  Claims  and
          amounts  covered by this Section 10.3 and all expenses  referred to in
          Section 10.3(c),  are referred to as "Damages"),  except to the extent
          that it shall have been determined  ultimately that such Damages arose
          from  Disabling  Conduct of such  Covered  Person or that such Covered
          Person committed a material breach of this Agreement.  The termination
          of any  Proceeding  by  settlement  shall  not,  of  itself,  create a
          presumption  that any Damages relating to such settlement arose from a
          material  violation of this Agreement by, or Disabling Conduct of, any
          Covered Person.

     (b)  No Direct Member Indemnify.  Members shall not be required directly to
          indemnify any Covered Person.

     (c)  Expenses,  etc.  Expenses  incurred by a Covered  Person in defense or
          settlement   of  any  Claim   that  may  be  subject  to  a  right  of
          indemnification  hereunder may be advanced by the Company prior to the
          final  disposition  thereof  upon receipt of an  undertaking  by or on
          behalf  of the  Covered  Person  to repay  such  amount if it shall be
          determined  ultimately  that the Covered  Person is not entitled to be
          indemnified  hereunder.  The  right  of  any  Covered  Person  to  the
          indemnification  provided  herein  shall be  cumulative  with,  and in
          addition  to,  any and all  rights to which  such  Covered  Person may
          otherwise  be entitled by contract or as a matter of law or equity and
          shall extend to such Covered  Person's  successors,  assigns and legal
          representatives.

     (d)  Notices of Claims,  etc. Promptly after receipt by a Covered Person of
          notice of the  commencement  of any  Proceeding,  such Covered  Person
          shall, if a claim for indemnification in respect thereof is to be made
          against  the  Company,  give  written  notice  to the  Company  of the
          commencement  of such  Proceeding,  provided  that the  failure of any
          Covered Person to give notice as provided herein shall not relieve the
          Company of its  obligations  under  this  Section  10.3  except to the
          extent that the Company is actually prejudiced by such failure to give
          notice.  In case any such  Proceeding  is  brought  against  a Covered
          Person  (other than a derivative  suit in right of the  Company),  the
          Company will be entitled to  participate  in and to assume the defense
          thereof  to the  extent  that the Board of  Managers  may  wish,  with
          counsel reasonably  satisfactory to such Covered Person.  After notice
          from the Board of Managers  to such  Covered  Person of the  Company's
          election to assume the defense thereof, the Company will not be liable
          for  expenses   subsequently   incurred  by  such  Covered  Person  in
          connection with the defense  thereof.  The Company will not consent to
          entry of any  judgment  or enter  into any  settlement  that  does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff  to such Covered  Person of a release from all  liability in
          respect to such Claim.

     (e)  No Waiver.  Nothing  contained in this Section 10.3 shall constitute a
          waiver by any Member of any right that it may have  against  any party
          under United States Federal or state securities laws.

     (f)  Authorization.  Any indemnification under Section 10.3, as well as the
          advance payment of expenses  permitted under Section  10.3(c),  unless
          ordered by a court, must be made by this Company only as authorized in
          the specific case upon a  determination  that  indemnification  of the
          Covered Person is proper under those circumstances.  The determination
          must be made:

          (1)  by the Board of Managers by a majority of a quorum  consisting of
               Managers who were not parties to the act or Proceeding;

          (2)  if a majority vote of a quorum  consisting of those  Managers who
               were  not  parties  to  the  act  or  Proceeding  so  orders,  by
               independent legal counsel in a written opinion; or

          (3)  if a quorum  consisting  of Managers  who were not parties to the
               act or  Proceeding  cannot  be  obtained,  by  independent  legal
               counsel in a written opinion.

                        ARTICLE XI TRANSFER OF INTERESTS

     Section 11.1. Personal Property; Consent for Transfers.

     (a)  Restrictions on Transfer.  A Member shall not transfer,  sell, assign,
          convey,  exchange,  pledge,  encumber or otherwise dispose of (each, a
          "Transfer") any of its Interest unless:  (i) the other Member has been
          afforded a right of first offer in accordance  with the procedures set
          forth in paragraph  (b) of this Section  11.1;  (ii) the  contemplated
          Transfer  will not  adversely  affect  the  regulatory  status  of the
          Company  or the GM Lansing  Project;  (iii) all  requisite  Regulatory
          Approvals  have been duly  obtained  and are in full force and effect;
          and (iv) the  contemplated  Transfer  will not result in  adverse  tax
          treatment  for the  Company,  the GM Lansing  Project or either of the
          Members.

     (b)  Right of First Offer. In the event a Member desires to Transfer all or
          any part of its Interest,  such Members (the "Selling  Member")  shall
          first  deliver a written  notice (the  "Section  11.1  Notice") to the
          other Member (the  "Second  Member")  which  notice shall  specify the
          portion of the  Selling  Member's  Interest  to be sold (the  "Offered
          Interest").  Within  thirty (30) days after its receipt of the Section
          11.1  Notice,  the  Second  Member  shall  have the  right to offer to
          purchase  (the "First  Offer") all, but not less than all, the Offered
          Interest at a price payable only in case (the "First Offer Price") and
          on such other terms and  conditions as shall be set forth in the First
          Offer.  Within  thirty (30) days after its receipt of the First Offer,
          the Selling  Members shall either accept or reject the First Offer. If
          the Selling Member  accepts the First Offer,  the Selling Member shall
          sell, and the Second Member shall purchase,  the Offered Interest at a
          closing  to be held at a time not later  than sixty (60) days (or such
          longer period,  if any, pending any necessary  Regulatory  Approval or
          removal of Liens) after the Selling  Member's  acceptance of the First
          Offer and at such  location as may be mutually  agreed upon,  at which
          time the Offered  Interest  shall be delivered,  free and clear of all
          Liens which may have been imposed on the Offered  Interest and are not
          connected  with the  financing  or  operation  of the Company  itself,
          against  payment of the First  Offer  Price.  In order to comply  with
          applicable   regulatory   requirements,   the  purchasing  Member  may
          designate  (i) a third  party to  purchase  any portion of the Offered
          Interest  which  the  purchasing  Member  has  committed  to  purchase
          hereunder  if the  Offered  Interest  constitutes  all of the  Selling
          Member's  equity and debt  interest  in the  Company,  or (ii) a third
          party  reasonably  acceptable  to the Selling  Member to purchase  any
          portion  of the  Offered  Interest  which the  purchasing  Member  has
          committed to purchase  hereunder if the Offered  Interest  constitutes
          less than all of the Selling  Member's equity and debt interest in the
          Company.  If the Selling  Member rejects or does not timely accept the
          First Offer, then the Selling Member shall have one hundred and twenty
          (120) days (or such  longer  period,  if any,  required  to obtain any
          necessary  Regulatory  Approval or to remove any Liens) following such
          rejection  within which to consummate the sale of the Offered Interest
          at a price per share in cash greater than the First Offer Price and in
          all other  respects upon terms and  conditions no less  favorable than
          those specified in the First Offer. If no such sale occurs within such
          120-day  period (or longer  period as  described  above),  the Offered
          Interest shall again be subject to all of the  restrictions  set forth
          in this Section 11.1(b).

     (c)  Proportionate  Sales  Rights.  If the Second  Member does not elect to
          purchase the Offered  Interest  pursuant to Section 11.1(b) above, the
          Second Member shall have the right, but not the obligation, to sell to
          the  prospective  purchaser  identified  in the  First  Offer the same
          proportion of the Second  Member's  Interest as the  proportion of the
          Selling Member's Interest proposed to be sold by the Selling member at
          the same  price and  otherwise  on the same  terms and  conditions  on
          which,  and at the same time as, the Selling Member wishes to sell its
          Interest.  The  proportionate  sale right  specified  in this  Section
          11.1(c)  shall be  exercisable  by written  notice given by the Second
          Member to the Selling Member during the same thirty (30) day period in
          which the Second  Member may make the First Offer  contemplated  under
          Section 11.1(b). The Selling Member shall not sell any of its Interest
          to  the  prospective   purchaser  unless  such  purchaser  honors  its
          obligation to purchase a proportionate Interest from the Second member
          as provided  herein.  Any purported  Transfer  inconsistent  with this
          Section 11.1(c) shall be null and void and of no effect.

     Section 11.2. Issue and Replacement of Certificates.

     Upon the request of any Member, an Interest  certificate shall be delivered
to such Member for the Interest held by it. Every certificate shall be signed by
one  Cinergy  Manager  and one Trigen  Solutions  Manager.  In the case of loss,
mutilation,  or  destruction  of a share  certificate a new  certificate  may be
issued upon such terms as the Board of Managers may prescribe.

     Section 11.3. Interest Certificate Legend.

     All certificates representing Interests shall bear the following legend (in
addition to any other legend required by applicable law):

     "These interests have not been registered under the Securities Act of 1933,
as amended,  or any state securities laws and may not be sold, offered for sale,
pledged,  assigned,  hypothecated  or otherwise  transferred in violation of any
applicable  securities  law.  These  interests  are  subject  to the  terms  and
conditions,  including restrictions on transfers, pledges or other dispositions,
of a Limited Liability Company Agreement,  dated as of October 20, 1999, each as
amended from time to time, copies of which are on file with the Secretary of the
Company."

             ARTICLE XII DISSOLUTION AND TERMINATION OF THE COMPANY

     Section 12.1. Dissolution.

     The Company shall dissolve upon and in accordance with the mutual agreement
of the Members.

     Section 12.2. Liquidation.

     Upon  dissolution  of the  Company,  the Person or Persons  approved by the
Board of  Managers  shall  carry  out the  winding  up of the  Company  (in such
capacity,  the  "Liquidating  Trustee")  and  shall  proceed,   subject  to  the
provisions  herein,  to  liquidate  the Company  and apply the  proceeds of such
liquidation,  or in its sole  discretion to distribute  Company  assets,  in the
following order of priority:

          First,  to creditors in  satisfaction  of debts and liabilities of the
     Company,  whether  by payment or the  making of  reasonable  provision  for
     payment (other than any loans or advances that may have been made by any of
     the Members to the Company),  and the expenses of  liquidation,  whether by
     payment or the  making of  reasonable  provisions  for  payments,  any such
     reasonable  reserves  (which  may be funded by a  liquidating  trust) to be
     established  by the  Liquidating  Trustee,  as the case may be, in  amounts
     deemed by it to be  reasonably  necessary  for the payment of the Company's
     expenses, liabilities and other obligations (whether faxed or contingent);

          Second,  to the Members in  satisfaction of any loans or advances that
     may have been made by any of the Members to the Company  whether by payment
     or the making of reasonable provision for payment; and

          Third,  to the  Members in  proportion  to, and to the extent of, each
     Member's  Capital  Account,  as such  Capital  Account  has  been  adjusted
     pursuant to Article VI.

     Section 12.3. Time for Liquidation, etc.

     (a)  A reasonable  time period shall be allowed for the orderly  winding up
          and  liquidation  of the assets of the  Company and the  discharge  of
          liabilities to creditors as to enable the Liquidating  Trustee to seek
          to minimize potential losses upon such liquidation.  The provisions of
          this Agreement shall remain in full force and effect during the period
          of winding up and until the filing of a certificate of cancellation of
          the Company with the Secretary of State of the State of Delaware.

     (b)  Upon  completion  of the  foregoing,  the  Liquidating  Trustee  shall
          execute,   acknowledge   and  cause  to  be  filed  a  certificate  of
          cancellation  of the Company with the  Secretary of State of the State
          of Delaware.

     Section 12.4. Claims of the Members.

     The  Members  and any former  Members  shall look  solely to the  Company's
assets for the return of their Capital  Contributions,  and if the assets of the
Company  remaining after payment of or due provisions of all debts,  liabilities
and  obligations  of  the  Company  are  insufficient  to  return  such  Capital
Contributions, the Members and former Members shall have no recourse against any
Member, any Manager or their Affiliates.

                        ARTICLE XIII CERTAIN DEFINITIONS

     Section 13.1. Definitions.

     Unless the context  otherwise  requires,  the terms defined in this Section
shall, for the purposes of this Agreement, have the meanings herein specified.

     "Affiliate" shall mean, with respect to any specified Person, a Person that
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with, the Person specified.

     "Business  Day" shall mean any day on which banks  located in New York City
are not required or authorized by law to remain closed.

     "Capital  Account"  shall mean,  with  respect to any  Member,  the account
maintained  for such Member in  accordance  with the  provisions  of Section 6.4
hereof.

     "Capital  Contribution"  shall mean, with respect to any Member, the amount
set forth  opposite  the name of such  Member  on  Schedule  I under the  column
"Capital Contribution".

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Covered  Person"  shall  mean a Member,  a  Manager,  or any  Person  that
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled  by, or is under  common  control with the  Company,  a Member,  or a
Manager; any officers, directors,  shareholders,  controlling persons, partners,
employees,  representatives or agents of a Member, a Manager or their respective
Affiliates;  or any officer, employee or agent of the Company or its Affiliates;
or any Person who was, at the time of the act or omission  in  question,  such a
Person.

     "Disabling  Conduct" shall mean conduct that  constitutes  fraud, a willful
violation of law, gross negligence or reckless  disregard of duty in the conduct
of the duties of the Person referred to.

     "Interest" shall mean a Member's limited  liability company interest in the
Company which  represents  such Member's  share of the profits and losses of the
Company  and such  Member's  rights to receive  distributions  of the  Company's
assets and to participate  in the  management of the Company in accordance  with
the provisions of this Agreement and the Delaware Act.

     "Interest  Percentage" shall mean the percentage shown on Schedule 1 hereto
under the heading "Interest Percentage".

     "Manager" shall mean a "manager" within the meaning of the Delaware Act and
a member of the Board of Managers.

     "Member" shall mean any Person named as a member of the Company on Schedule
1 and "Members"  shall mean two (2) or more of such Persons when acting in their
capacities as members of the Company.

     "Net Profit" or "Net Loss" shall mean,  for any Fiscal Year, the net income
or net loss of the Company for such Fiscal Year,  determined in accordance  with
Section 703(a) of the Code,  including any items that are separately  stated for
purposes of Section 702(a) of the Code, as determined in accordance with Federal
income tax accounting principles with the following adjustments:

          (a)  any income of the Company that is exempt from Federal  income tax
               shall be included as income;

          (b)  any  expenditures  of  the  Company  described  in  Code  Section
               705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
               pursuant to  Treasury  Regulations  Section  1.704-1(b)(2)(iv)(1)
               shall be treated as current expenses;

          (c)  no effect  shall be given to any  adjustments  made  pursuant  to
               Section 734 or 743 of the Code; and

          (d)  the basis of property  contributed to the Company shall initially
               be  treated  as  equal  to the  agreed  upon  valuation  of  such
               property,  and all gain,  loss,  depreciation and amortization on
               such property shall be determined based on such agreed upon value
               in    accordance     with    Treasury     Regulations     Section
               1.704-1(b)(2)(iv)(g).

     "Person" shall mean any individual, corporation,  association,  partnership
(general or limited), joint venture, trust, joint-stock company, estate, limited
liability   company,   unincorporated   organization   other  legal   entity  or
organization.

     "Subsidiary"  or  "Subsidiaries"  of  any  Person  means  any  corporation,
partnership,  joint  venture or other legal entity of which such Person  (either
alone or through or  together  with any other  subsidiary),  owns,  directly  or
indirectly, more than fifty percent (50%) of the stock or other equity interests
the holder of which is generally  entitled to vote for the election of the board
of directors or other  governing body of such  corporation,  partnership,  joint
venture or other legal entity.

     "Treasury   Regulations"   shall  mean  the  Regulations  of  the  Treasury
Department  of the  United  States  issued  pursuant  to the Code.  ARTICLE  XIV
MISCELLANEOUS PROVISIONS

     Section 14.1. Amendments Generally.

     The terms and provisions of this Agreement shall not be modified or amended
at any time except by the  unanimous  consent of the  Members;  provided,  that,
without  the  consent of any of the  Members,  the Board of  Managers  may amend
Schedule 1 attached  hereto to reflect  changes  validly  made,  pursuant to the
terms of this Agreement.

     Section 14.2. Entire Agreement.

     This Agreement  (including all attachments  hereto)  constitutes the entire
agreement  between the Members  with respect to the Company and  supersedes  all
other prior agreements and  understandings,  both written and oral,  between the
Members or their respective Affiliates with respect to the Company.

     Section 14.3. Notices.

     All notices,  requests,  claims, demands and other communications hereunder
shall be in  writing  and shall be given  (and shall be deemed to have been duly
given upon  receipt) by delivery in person,  by  facsimile or by  registered  or
certified mail (postage prepaid, return receipt requested),  to the other Member
as follows:

         If to Cinergy Solutions:

         Cinergy Solutions, Inc.
         139 E. Fourth Street
         Cincinnati, Ohio  45202
         Attention: Donald B. Ingle, Jr.

         with a copy to:

         Cinergy Corp.
         139 E. Fourth Street
         Cincinnati, Ohio 45202
         Attention: General Counsel

         and

         if to Trigen Solutions:

         Trigen Solutions, Inc.
         One Water Street
         White Plains, New York 10601
         Attention: General Counsel

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously  furnished  to the other in writing  in the  manner set forth  above.
Section 14.4. Table of Contents and Headings.

     The table of contents and the headings and  subheadings  of the sections of
this Agreement are inserted for convenience and  identification  only and are in
no way intended to describe,  interpret,  define, or limit the scope,  extent or
intent of this Agreement or any provision thereof.

     Section 14.5. Assignment.

     This  Agreement  shall not be assigned by either  Member or by operation of
law or otherwise.

     Section 14.6. Severability.

     The  provisions  of  this  Agreement  shall  be  deemed  severable  and the
invalidity or  unenforceability  of any provision  shall not affect the validity
and  enforceability  of the other  provisions  hereof.  If any provision of this
Agreement,   or  the  application  thereof  to  any  person  or  entity  or  any
circumstance,  is  invalid  or  unenforceable,  (a)  a  suitable  and  equitable
provision shall be substituted  therefor in order to carry out, so far as may be
valid and enforceable,  the intent and purpose of such invalid and unenforceable
provision and (b) the remainder of this  Agreement and the  application  of such
provision to other persons,  entities or circumstances  shall not be affected by
such   invalidity   or   unenforceability,   nor  shall   such   invalidity   or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

     Section 14.7. Extension; Waiver.

     Each  Member  may (i)  extend  the time for the  performance  of any of the
obligations or other acts of the other Members,  (ii) waive any  inaccuracies in
the  representations  and warranties of the other Member  contained  herein,  or
(iii)  waive  compliance  by the  other  Member  with any of the  agreements  or
conditions contained herein. Any agreement on the part of any Member to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such Member.  The failure of any Member hereto to assert any
of its rights hereunder shall not constitute a waiver of such rights.

     Section 14.8. Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
law of the State of Delaware,  without  regard to the principles of conflicts of
law thereof.

     Section 14.9. Names and Logos.

     To further the  objectives of this  Agreement and the Company,  the Members
acknowledge and agree that the Company shall have the non-exclusive right to use
the names and logos of the Members to the extent such use is  reasonable  and in
connection with the implementation of this Agreement.

     Section 14.10. Further Actions.

     Each Member shall execute and deliver such other  certificates,  agreements
and documents,  and take such other  actions,  as may reasonably be requested by
the Company in connection  with the formation of the Company and the achievement
of its purposes,  including,  without  limitation,  (a) any  documents  that the
Company deems necessary or appropriate to form,  qualify or continue the Company
as a  limited  liability  company  in all  jurisdictions  in which  the  Company
conducts or plans to conduct business and (b) all such agreements, certificates,
tax statements and other  documents as may be required to be filed in respect of
the Company.

     Section 14.11. Counterparts.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together  shall  constitute a
single agreement.

     IN  WITNESS  WHEREOF,  the  undersigned  have duly  executed  this  Limited
Liability Company Agreement of Trigen-Cinergy Solutions of Lansing LLC as of the
day and year first above written.

                                            CINERGY SOLUTIONS, INC.

                                            By: __________________________
                                            Name:
                                            Title:


                                            TRIGEN SOLUTIONS, INC.


                                            By: __________________________
                                            Name:
                                            Title:


                                   SCHEDULE 1


                 Members'                  Capital                     Interest
                   Names                 Contribution                 Percentage
                   -----                 ------------                 ----------


Cinergy Solutions                          $ 51.00                      51.0%

Trigen Solutions                           $ 49.00                      49.0%


                                   SCHEDULE 2

        MATTERS REQUIRING ACTION OF THE BOARD OF MANAGERS OF THE COMPANY


(a)  Demand for capital contributions from the Members.

(b)  Borrowing  money or  guaranteeing  the obligations of any Person not in the
     ordinary course of business, or mortgaging, pledging or granting a security
     interest  in assets  not in the  ordinary  course of  business,  in any one
     transaction or a series of related transactions.

(c)  Entering  into a  transaction  or  agreement  with an Affiliate of a Member
     other than as specifically set forth in this Agreement.

(d)  Unbudgeted acquisitions not in the ordinary course of business.

(e)  Disposition of assets not in the ordinary course of business.

(f)  Entering  into any contract not in the  ordinary  course of business  which
     requires unbudgeted expenditures, commitments or liabilities.

(g)  Amendments to governing documents of the Company.

(h)  Issuance of Interests to third parties.

(i)  Engaging in a business activity other than the GM Lansing Project.

(j)  Commencing the process of dissolution, liquidation, insolvency or voluntary
     bankruptcy.

(k)  Approving any merger or consolidation of the Company.

(l)  Forming any subsidiary.

(m)  Execution of any material credit agreement or any amendment or modification
     thereof or implementation of any material change in capital structure.

(n)  Commencing or settling any material litigation.

(o)  Engaging or terminating principal auditors or attorneys.

(p)  Any  amendment  or  modification  of terms  or  provisions  of the  Service
     Arrangements.

(q)  Such other  matters as the Parties or their  designated  Managers  shall by
     mutual consent determine as being appropriate.

EX-99

The Companies Act 1985

A COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

— of —

MIDLANDS HYDROCARBONS (BANGLADESH) LIMITED [*]

(Company Number 2831144)

_________________

Incorporated on 29 June 1993

_________________

* The name of the Company was changed (1) from Foray 563 Limited to Midlands Mass Energy (Two) Limited recorded by Certificate of Incorporation on Change of Name dated 26th July 1993, and (2) from Midlands Mass Energy (Two) Limited to C.P. (Two) Limited recorded by Certificate of Incorporation on Change of Name dated 29th April, 1994 and (3) from C.P. (Two) Limited to Midlands Hydrocarbons (Bangladesh) Limited by a Certificate of Incorporation Change of Name dated 15th September, 1995.

The Companies Act 1985

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

— of —

MIDLANDS HYDROCARBONS (BANGLADESH) LIMITED

1.     The name of the Company is Midlands Hydrocarbons (Bangladesh) Limited. *

2.     The registered office of the Company will be situate in England and Wales.

3.     The objects for which the Company is established are:-

3.1 **To carry out all aspects of an oil and gas exploration development and production business, including without limitation investment in and development of actual and potential hydrocarbon and other mineral accumulations and resources in Bangladesh (“projects”); the carrying out of all services ancillary to the operation and proper functioning of such projects and other similar services; advising on technical, financial and contractual matters relating to projects and negotiating contracts, whether as principal or agent, to implement and finance the same; and doing any other services and things in connection with any of the foregoing.

3.2 Either directly or indirectly (including, but without prejudice to the generality of the foregoing, through the medium of any one or more subsidiary or associated companies) to enter into, carry on, assist or participate in financial, commercial, mercantile, industrial and other transactions, undertakings, activities and businesses of every description and generally to do all such things whatsoever as, in the opinion of the Directors of the Company, may be advantageously carried on by the Company or are calculated directly or indirectly to enhance the value of, or render profitable or more profitable, any of the Company’s property, rights or activities.

* The name of the Company was changed (1) from Foray 563 Limited to Midlands Mass Energy (Two) Limited recorded by Certificate of Incorporation on Change of Name dated 26th July 1993, and (2) from Midlands Mass Energy (Two) Limited to C.P. (Two) Limited recorded by Certificate of Incorporation on Change of Name dated 29th April, 1994 and (3) from C.P. (Two) Limited to Midlands Hydrocarbons (Bangladesh) Limited by a Certificate of Incorporation Change of Name dated 15th September, 1995.

** Substituted by Special Resolution of the Company dated 7th June, 1996.

3.3 To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, patents, patent rights, licences, secret processes, machinery, plant, stock-in-trade, and any real or personal property of any kind necessary or convenient for the purposes of or in connection with the Company’s business or any branch or department thereof.

3.4 To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licences, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Company for such consideration as the Directors of the Company may think fit.

3.5 To erect, construct, lay down, maintain, enlarge, alter, pull down, remove or replace all such buildings or other works or plant and machinery as may be necessary or convenient for the Company’s business, and to contribute to or subsidise the doing of any such things.

3.6 To guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property, assets, rights and revenues (present and future) and uncalled capital of the Company, or by both such methods or by any other means whatsoever, the performance of the liabilities and obligations of and the repayment or payment of any moneys whatsoever by any person, firm or company, including (but not limited to):-

3.6.1 any liabilities and obligations whatsoever of, and the repayment or payment of any moneys whatsoever by, any company which is for the time being or is likely to become the Company’s holding company (as defined by Section 736 of the Companies Act 1985) or a subsidiary (as defined by the said Section) of the Company or another subsidiary of the Company’s holding company, or otherwise associated with the Company in business; and

3.6.2 any liabilities and obligations incurred in connection with or for the purpose of the acquisition of shares in the Company or in any company which is for the time being the Company’s holding company in so far as the giving of any such guarantee or other support or security is not prohibited by law; and

3.6.3 the repayment or payment of the principal amounts of, and premiums, interest and dividends on, any borrowings and securities.

3.7 To borrow or raise by any means (including but not limited to the issue of securities) money for the purposes of or in connection with the Company’s business.

3.8 To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and all or any of the uncalled capital for the time being of the Company, and to issue at par or at a premium or discount, and for such consideration and subject to such rights, powers, privileges and conditions as the Directors of the Company may think fit, debentures or debenture stock, either permanent or redeemable or repayable, or any other securities by way of mortgage, either outright or by way of security for the performance of any contracts or any debts, liabilities or obligations of the Company or other persons or corporations having dealings with the Company or in whose business or undertaking the Company is interested, whether directly or indirectly, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.

3.9 To lend, invest and deal with the moneys of the Company upon such securities and in such manner, and to advance money or give credit to such persons and on such terms, as the Directors of the Company may from time to time approve.

3.10 To receive money on deposit or loan upon such terms as the Directors of the Company may approve and to give whether gratuitously or otherwise guarantees or indemnities and whether in respect of its own obligations or those of some other person or company.

3.11 To provide pensions, insurances, allowances, gratuities, bonuses and incentives and benefits of every description to officers, ex-officers, employees or ex-employees of the Company or its predecessors in business or of any company which is for the time being or has at any time been the Company’s holding company or a subsidiary of the Company or another subsidiary of that holding company (each such expression being defined as aforesaid) or of any predecessor in business of any such company or the dependants or relatives of any of such persons and to establish and maintain or concur in establishing and maintaining trusts, funds, schemes, clubs or other arrangements (whether contributory or non-contributory) with a view to providing such benefits as aforesaid for any such persons as aforesaid including, but not limited to, retirement benefits and/or life assurance schemes and/or profit sharing, share option, share holding or other incentive or bonus schemes.

3.12 To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.

3.13 To pay for any property or rights acquired by the Company either in cash or fully or partly paid-up shares, with or without preferred or deferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or by any securities which the Company has power to issue or partly in one mode and partly in another, and generally on such terms as the Directors of the Company may determine.

3.14 To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company either in cash, by instalments or otherwise, or in fully or partly paid-up shares or stock of any company with or without preferred or deferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or in debentures or mortgage debentures or debenture stock, mortgages or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the Directors of the Company may determine, and to hold, dispose of or otherwise deal with any shares, stock or securities so acquired.

3.15 To amalgamate with or enter into any partnership or arrangement for sharing profits, union of interests, reciprocal concession or co-operation with any company or person carrying on or proposing to carry on any business within the objects of this Company or which is capable of being carried on so as directly or indirectly to benefit this Company, and to acquire and hold, sell, deal with or dispose of any shares, stock or securities of or other interests in such company, and to guarantee the contracts or liabilities of, subsidise or otherwise assist, any such company or person.

3.16 To establish or promote or concur in establishing or promoting any other company whose objects shall include the acquisition and taking over of all or any of the assets and liabilities of this Company or the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of this Company and to acquire and hold or dispose of shares, stock or securities of an guarantee the payment of the dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.

3.17 To purchase or otherwise acquire, take over and undertake all or any part of the business, property, liabilities and transactions of any person, firm or company carrying on any business which this Company is authorised to carry on, or the carrying on of which is calculated to benefit this Company or to advance its interests, or possessed of property suitable for the purposes of this Company.

3.18 To support (whether by direct subscription, the giving of guarantees or otherwise) any charitable, benevolent or educational fund, institution or organisation, or any event or purpose of a public or general nature, the support of which will or may, in the opinion of the Directors of the Company, directly or indirectly benefit, or is calculated so to benefit, the Company or its business or activities or its officers, ex-officers, employees or ex-employees or the business, activities, officers, ex-officers, employees or ex-employees of any company which is for the time being or has at any time been the Company’s holding company or a subsidiary of the Company or another subsidiary of that holding company (each such expression being defined as aforesaid) or the officers, ex-officers, employees or ex-employees of any predecessor in business of the Company or any such company as aforesaid.

3.19 To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital may be made except with the sanction (if any) for the time being required by law.

3.20 To pay all or any of the incorporation and other preliminary expenses of the Company.

3.21 To do all or any of the above things in any part of the world and either as principal, agent, trustee, nominee, contractor or otherwise, and either alone or in conjunction with others, and either by or through agents, trustees, sub-contractors or otherwise.

3.22 To do all such other things as are incidental or conducive to the above objects or any of them.

And it is hereby declared that the word “company” in this clause, except where used in reference to this Company, shall be deemed to include any partnership, Government or any statutory, municipal or public body, any body corporate, association, syndicate or other body of persons, whether incorporated or unincorporated, and whether domiciled in the United Kingdom, or elsewhere, and that the objects specified in each of the paragraphs of this clause shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other paragraph or the order in which the same occur or the name of the Company, but may be carried out in as a full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate distinct and independent company.

4.     The liability of the members is limited.

5.*     The share capital of the Company is(pound)4,535,000 divided into 4,535,000 shares of(pound)1 each.

* The share capital of the Company was increased from £1,000 to £4,535,000 on 31 March, 1998 by the creation of 4,534,000 new shares of £1.00 each ranking pari passu in all respects with the existing shares.

- --------------------------------------------------------------------------------

Names, addresses and Descriptions                  Number of Shares taken
         of Subscribers                              by each Subscriber

- --------------------------------------------------------------------------------


    DOUGLAS NIGEL MANDERS
    44 Beebee Road                                         ONE
    Wednesbury
    West Midlands
    WS10 9RX

    LEGAL ASSISTANT

    DAVID NORMAN BOWCOCK
    115 Humphrey Middlemore Drive
    Harborne
    West Midlands                                          ONE
    B17 0JJ

    SOLICITOR

- --------------------------------------------------------------------------------

    Dated:   16th June, 1993

- --------------------------------------------------------------------------------

Witness to the above signatures:-

ANDREW JAMES MASON

31 Hartopp Road
Four Oaks Sutton
Coldfield
B74 2QR

The Companies Act 1985

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

— of —

MIDLANDS HYDROCARBONS (BANGLADESH) LIMITED

(Adopted by Special Resolution passed 11th August, 1993)

1. Preliminary

The regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 in force at the time of adoption of these Articles (such Table being hereinafter called “Table A”) shall apply to the Company save in so far as they are excluded or varied by these Articles and such regulations (save as so excluded or varied) and these Articles shall be the regulations of the Company.

2. Interpretation

In these Articles and in Table A the following expressions have the following meanings unless inconsistent with the context:

“the Act” the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.

“these Articles” these Articles of Association, whether as originally adopted or as from time to time altered by special resolution.

“clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“the directors” the directors for the time being of the Company or (as the context shall require) any of them acting as the board of directors of the Company.

“executed” includes any mode of execution.

“the holder” in relation to shares means the member whose name is entered into the register of members as the holder of the shares.

“office” the registered office of the Company.

“seal” the common seal of the Company (if any).

“secretary” the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

“share” includes any interest in a share.

“the United Kingdom” Great Britain and Northern Ireland.

Unless the context otherwise requires, words or expressions contained in these Articles and in Table A bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Company. Regulation 1 of Table A shall not apply to the Company.

3. Share Capital

3.1 The authorised share capital of the Company at the time of incorporation of the Company is £1,000 divided into 1,000 ordinary shares of £1.00 each.

3.2 No shares comprised in the authorised share capital of the Company from time to time shall be issued without the consent in writing of the holder or holders (in aggregate) of a majority of the voting rights in the Company (within the meaning of section 736A(2) of the Act) nor shall any share be issued at a discount or otherwise be issued in beach of the provisions of these Articles or of the act.

3.3 Regulation 4 of Table A and, in accordance with section 91(1) of the Act, sections 89(1) and 90(1) to (6) (inclusive) of the act shall not apply to the Company.

4. Lien

The Company shall have a first and paramount lien on all shares, whether fully paid or not standing registered in the name of any person indebted or under liability to the Company, whether he shall be the sole registered holder thereof or shall be one of two or more joint holders, for all monies presently payable by him or his estate to the Company. Regulation 8 of Table A shall be modified accordingly.

5. Calls on shares and forfeiture

There shall be added at the end of the first sentence of regulation 18 of Table A, so as to increase the liability of any member in default in respect of a call, the words “and all expenses that may have been incurred by the Company by reason of such non-payment”.

6. Transfer of Shares

The first sentence in Regulation 24 of Table A shall not apply to the Company. The words “They may also” at the beginning of the second sentence of that regulation shall be replaced by the words “The directors may”.

7. General Meetings

The directors may call general meetings and regulation 37 of Table A shall not apply to the Company.

8. Notice of General Meetings

8.1 A notice convening a general meeting shall be required to specify the general nature of the business to be transacted only in the case of special business and regulation 38 of Table A shall be modified accordingly. The words “or a resolution appointing a person a director” and paragraphs (a) and (b) in regulation 38 of Table A shall be deleted and the words “in accordance with section 369(3) of the Act” shall be inserted after the words “if it is so agreed” in that regulation.

8.2 All business shall be deemed special that is transacted at an extraordinary general meeting and also all that is transacted at an annual general meeting with the exception of declaring a dividend, the consideration of the profit and loss account, balance sheet, and the reports of the directors and auditors, the appointment of and the fixing of the remuneration of the auditors and the giving or renewal of any authority in accordance with the provisions of section 80 of the Act.

8.3 Every notice convening a general meeting shall comply with the provisions of section 372(3) of the Act as to giving information to members in regard to their right to appoint proxies; and notices of and other communications relating to any general meeting which any member is entitled to receive shall be sent to the directors and to the auditors for the time being of the Company.

9. Proceedings at General Meetings

9.1 The words, “save that, if and for so long as the Company has only one person as a member, one member present in person or by proxy shall be a quorum” shall be added at the end of the second sentence of regulation 40 of Table A.

9.2 If a quorum is not present within half an hour from the time appointed for a general meeting the general meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the directors may determine; and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed therefor the member or members present in person or by proxy or (being a body corporate) by representative and entitled to vote upon the business to be transacted shall constitute a quorum and shall have power to decide upon all matters which could properly have been dispose of at the meeting from which the adjournment took place. Regulation 41 of Table A shall not apply to the Company.

10. Votes of Members

10.1 Regulation 54 of Table A shall not apply to the Company. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member entitled to vote who (being an individual) is present in person or by proxy (not being himself a member entitled to vote) or (being a corporate body) is present by a representative or proxy (not being himself a member entitled to vote) shall have one vote and, on a poll, every member shall have one vote for each share of which he is the holder.

10.2 The words "be entitled to" shall be inserted between the words "shall" and "vote" in regulation 57 of Table A.

10.3 A member shall not be entitled to appoint more than one proxy to attend on the same occasion and accordingly the final sentence of regulation 59 of Table A shall not apply to the Company. Any such proxy shall be entitled to cast the votes to which he is entitled in different ways.

11. Number of Directors

11.1 Regulation 64 of Table A shall not apply to the Company.

11.2 The maximum number and minimum number respectively of the directors may be determined from time to time by ordinary resolution. Subject to and in default of any such determination there shall be no maximum number of directors and the minimum number of directors shall be one.

12. Alternate Directors

12.1 An alternate director shall be entitled to receive notice of all meetings of the directors and of all meetings of committees of the directors of which his appointor is a member (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him), to attend and vote at any such meeting at which the director appointing him is not personally present, and generally to perform all the functions of his appointor at such meeting as a director in his absence. An alternate director shall not be entitled as such to receive any remuneration from the Company, save that he may be paid by the Company such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. Regulation 66 of Table A shall not apply to the Company.

12.2 A director, or any such other person as is mentioned in regulation 65 of Table A, may act as an alternate director to represent more than one director, and an alternate director shall be entitled at any meeting of the directors or of any committee of he directors to one vote for every director whom he represents in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present and the final sentence of regulation 88 shall not apply to the Company.

12.3 Save as otherwise provided in the regulations of the Company, an alternate director shall be deemed for the purposes specified in Article 12.1 to be a director and shall alone be responsible for his own acts an defaults and he shall not be deemed to be the agent of the director appointing him. Regulation 69 of Table A shall not apply to the Company.

13. Appointment and Retirement of Directors

13.1 The directors shall not be required to retire by rotation and regulations 73 to 80 (inclusive) of Table A shall not apply to the Company.

13.2 A member or members holding a majority of the voting rights in the Company within the meaning of section 736A(2) of the Act) shall have power at any time and from time to time, to appoint any person to be a director, either as an additional director (provided that the appointment does not cause the number of directors to exceed any number determined in accordance with Article 11.2 as the maximum number of directors for the time being in force) or to fill a vacancy and to remove from office any director howsoever appointed. Any such appointment or removal shall be made by notice in writing to the Company signed by the member or members making the same or, in the case of a member being a corporate body, signed by one of its directors or duly authorised officers or by its duly authorised attorney and shall take effect upon lodgement of such notice at the office.

13.3 The Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director.

13.4 The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number determined in accordance with Article 11.2 as the maximum number of directors for the time being in force.

14. Disqualification and Removal of Directors

The office of a director shall be vacated if:

14.1 he ceases to be a director by virtue of any provision of the Act or these Articles or he becomes prohibited by law from being a director; or

14.2 he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

14.3 he is, or may be, suffering from mental disorder and either:

14.3.1 he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health act 1983, or in Scotland, an application for admission under the Mental health (Scotland) Act 1960, or

14.3.2 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or

14.4 he resigns his office by notice to the Company; or

14.5 he shall for more than six consecutive months have been absent without permission of the directors from meetings of the directors held during that period and the directors resolve that his office be vacated; or

14.6 he is removed from office as a director pursuant to Article 13.2;

and regulation 81 of Table A shall not apply to the Company.

15. Gratuities and Pensions

Regulation 87 of Table A shall not apply to the Company and the directors may exercise any powers of the Company conferred by its Memorandum of Association to give and provide pensions, annuities, gratuities or any other benefits whatsoever to or for past or present directors or employees (or their dependants) of the Company or any subsidiary or associated undertaking (as defined in section 27(3) of the Companies Act 1989) of the Company and the directors shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers.

16. Proceedings of the Directors

16.1 Whensoever the minimum number of the directors shall be one pursuant to the provisions of Article 11.2, a sole director shall have authority to exercise all the powers and discretions which are expressed by Table A and by these Articles to be vested in the directors generally and regulations 89 and 90 of Table A shall be modified accordingly.

16.2 Subject to the provisions of the Act, and provided that he has disclosed to the directors the nature and extent of any interest of his, a director notwithstanding his office:

16.2.1 may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is in any way interested;

16.2.2 may be a director or other officer of or employed by or be a party to any transaction or arrangement with or otherwise interested in any body corporate promoted by the Company or in which the Company is in any way interested;

16.2.3 may or any firm or company of which he is a member or director may act in a professional capacity for the Company or any body corporate in which the Company is in any way interested;

16.2.4 shall not by reason of his office be accountable to the Company for any benefit which he derives from such office, service or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and

16.2.5 shall be entitled to vote on any resolution and (whether or not he shall vote) be counted in the quorum on any matter referred to in any of Article 16.2.1 to 16.2.4 (inclusive) or on any resolution which in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever and if he shall vote on any resolution as aforesaid his vote shall be counted.

16.3 For the purposes of Article 16.2:

16.3.1 a general notice to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified;

16.3.2 an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his; and

16.3.3 an interest of a person who is for any purpose of the Act (excluding any statutory modification not in force when the Company was incorporated) connected with a director shall be treated as an interest of the director and in relation to an alternate director an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.

16.4 Any director (including an alternate director) may participate in a meeting of the directors or a committee of the directors of which he is a member by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting and, subject to these Articles and the act, he shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is.

16.5 Regulation 88 of Table A shall be amended by substituting for the sentence:

“It shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom”

the following sentence;

“Notice of every meeting of the directors shall be given to each director and his alternate, including directors and alternate directors who may for the time being be absent from the United Kingdom and have given the Company an address within the United Kingdom for service.”

16.6 Regulations 94 to 97 (inclusive) of Table A shall not apply to the Company.

17. The Seal

If the Company has a seal it shall be used only with the authority of the directors or of a committee of the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined, every instrument to which the seal is affixed shall be signed by one director and by the secretary or another director. The obligation under regulation 6 of Table A relating to the sealing of share certificates shall only apply if the Company has a seal. Regulation 101 of Table A shall not apply to the Company.

18. Notices

18.1 In regulation 112 of Table A, the words “first class” shall be inserted immediately before the words “post in a prepaid envelope”.

18.2 Where a notice is sent by first class post, proof of the notice having been posted in a properly addressed, prepaid envelope shall be conclusive evidence that the notice was given and shall be deemed to have been given at the expiration of 24 hours after the envelope containing the same is posted. Regulation 115 of Table A shall not apply to the Company.

18.3 If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a general meeting by notices sent through the Post, a general meeting may be convened by a notice advertised in at least one national daily newspaper and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

19. Winding Up

In regulation 117 of Table A, the words “with the like sanction” shall be inserted immediately before the words “determine how the division”.

20. Indemnity

20.1 Subject to the provisions of section 310 of the Act every director (including an alternate director) or other officer of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the lawful execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 144 or section 727 of the act in which relief is granted to him by the court, and no director (including an alternate director) or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the lawful execution of the duties of his office or in relation thereto, Regulation 118 of Table A shall not apply to the Company.

20.2 The directors shall have power to purchase and maintain at the expense of the Company for the benefit of any director (including an alternate director), officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Act and subject to the provisions of the Act against any other liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a director (including an alternate director), officer or auditor.

20.3 The directors may authorise directors of companies within the same group of companies as the Company to purchase and maintain insurance at the expense of the Company for the benefit of any director (including an alternate director), other officer or auditor of such company in respect of such liability, loss or expenditure as is referred to in Article 20.2

EX-99

SECOND AMENDED AND RESTATED

FUNDAMENTAL OPERATING AGREEMENT

of

RELIANT SERVICES, LLC

by and among

VECTREN UTILITY SERVICES, INC.

and

CINERGY SUPPLY NETWORK, INC.

Dated as of

February 6, 2004

                                      INDEX


RECITALS......................................................................1

ARTICLE I.      Purposes of the Company; Equitable Treatment..................2

ARTICLE II.     Action by the Company; Board of Representatives...............2

   Section 2.01.    Action by the Company.................................... 2
   Section 2.02.    Member Action Without a Meeting.......................... 3
   Section 2.03.    Board of Representatives..................................3
   Section 2.04.    Chair of the Board........................................3
   Section 2.05.    Meetings: Action..........................................4
   Section 2.06.    Board Action Without a Meeting............................5
   Section 2.07     Committees of the Board...................................5

ARTICLE III.    Day-to-Day Management of the Company..........................6

   Section 3.01.   Management.................................................6
   Section 3.02.   Duties of Management.......................................7
   Section 3.03.   Indemnification of Representatives and Management..........8

ARTICLE IV.     Capital Contributions and Valuation...........................9

   Section 4.01.   Capital Account............................................9
   Section 4.02.   Contributions to Capital..................................10
   Section 4.03.   Return of Contributions...................................10

ARTICLE V.      Allocation of Profits, Losses and Distributions..............10

   Section 5.01.   Allocation of Profits and Losses..........................10
   Section 5.02.   Distributions of Cash or Other Assets.....................10
   Section 5.03.   Special Allocation Provisions.............................11
   Section 5.04.   Negative Capital Accounts.................................11

ARTICLE VI.     Dissolution (Not Withdrawal or Departure of a Member)........12

   Section 6.01.   Events Causing Dissolution................................12
   Section 6.02.   Priority of Dissolution...................................12
   Section 6.03.   Time to Dissolve..........................................13
   Section 6.04.   Date of Termination.......................................13
   Section 6.05.   Wind-Up...................................................14
   Section 6.06.   Bankruptcy of a Member....................................16



ARTICLE VII.    Deadlock/Dispute Resolution; Departure of a Member...........16

   Section 7.01.   Deadlocks.................................................16
   Section 7.02.   Deadlock Resolution.......................................17
   Section 7.03.   Departing Member Covenants................................18

ARTICLE VIII.   Default and Remedies.........................................19

   Section 8.01.   Events of Default.........................................19
   Section 8.02.   Remedies for Default......................................21

ARTICLE IX.     Assignment of Interests; New Members.........................21

   Section 9.01.   Restriction on Transfer...................................21
   Section 9.02.   Transfer to Wholly-Owned Affiliate........................21
   Section 9.03.   Continuing Responsibility.................................22
   Section 9.04.   New Members...............................................22

ARTICLE X.      Miscellaneous................................................22

   Section 10.01.  Fiscal Year...............................................22
   Section 10.02.  Company Accounting; Financial Statements..................22
   Section 10.03.  Other Tax Matters.........................................23
   Section 10.04.  Waiver of Partition.......................................23
   Section 10.05.  Dealings Outside the Company..............................24
   Section 10.06.  Expenses..................................................24
   Section 10.07.  Complete Agreement........................................24
   Section 10.08.  Terms.....................................................24
   Section 10.09.  Multiple Counterparts.....................................25
   Section 10.10.  Applicable Law............................................25
   Section 10.11.  Partial Invalidity........................................25
   Section 10.12.  Company Obligations Binding...............................25
   Section 10.13.  Signatory Requirements....................................25
   Section 10.14.  Additional Documents and Acts.............................25
   Section 10.15.  Notices...................................................26
   Section 10.16.  Disputes Not to Be Resolved by Arbitration................26
   Section 10.17.  Amendments and Supplements................................26

SCHEDULE A    RESERVED AUTHORITY............................................A-1
SCHEDULE B    SCHEDULE OF SPECIAL ALLOCATIONS...............................B-1

Second Amended and Restated

FUNDAMENTAL OPERATING AGREEMENT

of

RELIANT SERVICES, LLC

        This Second Amended and Restated FUNDAMENTAL OPERATING AGREEMENT is made and entered into as of February 6, 2004 (the “Agreement”), by and between Vectren Utility Services, Inc., an Indiana corporation (“Vectren”), formerly known as IGC Energy, Inc., and CINERGY SUPPLY NETWORK, INC., a Delaware corporation (“Cinergy”) (Vectren and Cinergy collectively referred to as the “Members” and individually as a “Member”), relating to Reliant Services, LLC (the “Company”).

WHEREAS, the Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code § 23-18-1-1 et seq. (the “Act”); and

WHEREAS, the Amended and Restated Fundamental Operating Agreement of Reliant Services, LLC, dated as of October 19, 2001, together with the Company’s Articles of Organization, set forth those terms and, conditions considered by the parties to be basic and fundamental to its organization and operation; and

WHEREAS, the Members wish to amend and restate the terms and conditions of the Amended and Restated Fundamental Operating Agreement; and

NOW, THEREFORE, the Members state, confirm and agree as follows:

ARTICLE I.

Purposes of the Company; Equitable Treatment

        The Company was formed for the principal purposes of providing utility facilities locating services (“Facilities Locating”) and to construct and install underground facilities (“Underground Construction”) for the Members’ utility Affiliates and other persons requiring such services. In addition, the Company may undertake any other lawful act or engage in any other business permitted under the Act as may from time to time be mutually agreed by the Members. (For purposes of this Agreement, the term “Affiliate” of a specified Member shall mean any entity directly or indirectly controlling, controlled by or under common control with such specified Member, and for this purpose “control” shall mean direct or indirect ownership of not less than 50% of total combined voting power or value.) In conducting its business, the Company shall treat each Member equitably.

ARTICLE II.

Action by the Company; Board of Representatives

Section 2.01. Action by the Company. The Company shall act only by or under the authority of the unanimous approval of all its Members. Despite having statutory authority to act on behalf of the Company, no Member shall undertake to bind the Company absent unanimous approval of all the Members. Action by the Members may be taken at a meeting of designated representatives of the Members (referred to as the “Board of Representatives” or the “Board”) or by unanimous consent or agreement by all the Members.

Section 2.02 Member Action Without a Meeting. Any action required or permitted by statute, this Agreement, or the Articles of Organization, to be taken at any annual or special meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the Members entitled to vote thereon. Any such written consent may be executed in counterparts, with all counterparts together constituting the executed original written consent. Any such duly executed written consents shall be filed with the records of the Company, and shall be effective as of the effective date specified therein.

Section 2.03. Board of Representatives. Each Member shall designate representatives (“Representatives”) to serve on the Board of Representatives, which shall consist of six individuals, three of whom shall be designated by and serve at the pleasure of Vectren, and three of whom shall be designated by and serve at the pleasure of Cinergy.

        A Member may remove or redesignate one or more of its Representatives on the Board at any time by giving written notice to each other Member.

The Board shall be responsible for determining the ends which the Company will pursue. Further, the Board shall articulate the values, perspectives and rules by which the Company will guide its actions. The Board shall assure that the Company performs in an ethical and prudent manner.

Section 2.04. Chair of the Board. The Board shall have a Chair who shall preside at all meetings of the Board, and have such other powers and duties as the Board may prescribe. The Chair shall be a Representative on the Board and shall serve as Chair at the pleasure of the Member appointing the Representative. The initial Chair shall be an appointee of Cinergy. The initial Chair shall be succeeded by a Representative designated by Vectren and the successor Chair shall be succeeded by a Representative designated by Cinergy, and so on, alternating between the Members every two years; provided, however, any successor may decline to appoint the Chair and if the successor declines to appoint the Chair then the Member who appointed the immediately previous Chair shall appoint the new Chair and shall retain the right to appoint the Chair for the next term.

Section 2.05. Meetings: Action. The Board shall hold regular meetings at the specific times and places mutually agreeable to the Members no less often than once every quarter each year. Meetings of the Board are and shall be deemed meetings of the Members. Special meetings of the Board may be called by any Member at any time upon three (3) business days prior written notice of the date, time and purpose of the meeting. Notice may also be given by fax or e-mail at addresses provided in writing to the Company. Notice to a Representative may be waived before or after the meeting by the Representative and attendance at a meeting by the Representative shall constitute waiver of such notice. A quorum for any meeting of the Board shall exist if there is one or more Representatives of each Member present. No meetings of the Board (or any committee of the Board) may be held unless all the Members are present as provided in this Section 2.05. Despite consisting of six representatives, action by the Board shall be approved only upon the unanimous vote of the Members (each Member having one vote, despite any then-existing disparity in the respective capital accounts of the Members). Each Member shall announce its vote on any matter submitted at a meeting through its Voting Representative, who shall be one of such Member’s Representatives on the Board. A Member may change its designated Voting Representative by written notice to each other Member. If a Voting Representative is not in attendance at a meeting, another Representative representing that Member may be designated by the Voting Representative as such Member’s Voting Representative for that particular meeting. Any or all Representatives may participate in a meeting by conference telephone or similar communication equipment, and all Representatives so participating in the meeting shall be deemed present in person.

Section 2.06. Board Action Without a Meeting. Any action required or permitted by statute, this Agreement, or the Articles of Organization, to be taken at any annual or special meeting of the Board, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by the Cinergy and Vectren Voting Representatives (as defined in Section 2.05), entitled to vote thereon. Any such written consent may be executed in counterparts, with all counterparts together constituting the executed original written consent. Any such duly executed written consents shall be filed with the records of the Company, and shall be effective as of the effective date specified therein.

        Section 2.07. Committees of the Board. The Board shall initially have two committees, "Audit" and "Compensation." Their respective duties and initial composition shall be as follows:

    (a)       Audit Committee. The Audit Committee shall recommend for appointment by the Board the independent certified public accountants for the Company. The Audit Committee shall meet from time to time on a schedule it determines with the independent public accountants along with members of Company management to ensure that adequate accounting systems, procedures, and internal controls are in place to accurately reflect the financial status of the Company and the financial results of the Company’s operation.

    (b)        Compensation Committee. The Compensation Committee shall determine the compensation of the Management of the Company (as defined in Section 3.01), including base pay and incentives, if any. Further, it shall provide oversight of the overall compensation plan for the Company.

    (c)        Each Committee shall have two Representatives, one designated by Vectren and one designated by Cinergy. The chairs of the Committees shall alternate among Representatives of the Members every two years, such that the Chair of the Committees shall be appointed by the Member who did not appoint the Chair of the Board. Composition of any other committees established by the Board shall reflect equal representation of the Members.

ARTICLE III.

Day-to-Day Management of the Company

        Section 3.01. Management. Subject always to the supervision and control of the Board, the management of the Company (“Management”) shall be responsible for day-to-day operations of the business of the Company, implementing the policies and decisions of the Board and making recommendations to the Board. The Management of the Company may consist of the following: a President, a Secretary and any other Management positions chosen by the Board at the times, in the manner and for the terms (if any) as the Board may prescribe. Each member of Management shall serve at the pleasure of the Board, holding office until such person’s death, disability, resignation or removal (with or without cause) or until the person’s successor is selected and qualified. Except as the Board may determine from time to time, the actions described in Schedule A (Reserved Authority) may not be taken by the Management on behalf of the Company unless authorized or ratified by the Board.

Section 3.02. Duties of Management.

(a) President. Subject to the general control of the Board and Section 3.01, the President shall manage and supervise all the affairs and personnel of the Company and shall discharge all the usual functions incidental to the office of the president of a corporation, as if the Company were a corporation. The President shall exercise and perform such other powers and duties as the Board may prescribe. The President shall report directly to the Chair. The President shall have full authority to execute proxies, deeds, checks, contracts and other instruments on behalf of the Company, and to execute powers of attorney appointing other entities or individuals the agent of the Company, all subject to the provisions of the Act and this Agreement. The President shall keep or cause to be kept correct and complete records of account, showing accurately at all times the financial condition of the Company. The President shall be the legal custodian of all moneys, notes, securities, and other valuables which may from time to time come into the possession of the Company. The President shall open and maintain bank accounts in the name of the Company, and shall immediately deposit all funds of the Company coming into his or her hands in such bank accounts. The President shall furnish or cause to be furnished at meetings of the Board, or whenever requested by the Board or any Member, a statement of the financial condition of the Company. The President shall authenticate the records of the Company when necessary.

(b) Secretary. The Secretary shall discharge all the usual functions incidental to the office of the secretary of a corporation, as if the Company were a corporation.

(c) Delegation of Authority. In case of the absence of any member of Management of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such person to any other member of Management or to any Representative, for the time being.

        Section 3.03. Indemnification of Representatives and Management. The Company shall indemnify every person who is or was a Representative or member of Management of the Company (each of whom, together with such person’s heirs, estate, executors, administrators and personal representatives, is hereinafter referred to as an “Indemnitee”) against liability to the fullest extent which would be permitted by Ind. Code § 23-1-37 if the Company were a corporation organized under the Indiana Business Corporation Law and the Indemnitee were a director or officer of such corporation. Such indemnification shall be provided, however, only if such person is determined in the manner specified by Ind. Code § 23-1-37 to have met the standard of conduct specified in Ind. Code § 23-1-37. The Company shall, to the fullest extent which would be permitted by Ind. Code § 23-1-37, pay for or reimburse the reasonable expenses incurred by every Indemnitee who is a party to a proceeding in advance of final disposition of the proceeding, in the manner specified by Ind. Code § 23-1-37. The foregoing indemnification and advance of expenses for each Indemnitee shall apply to service in the Indemnitee’s official capacity with the Company, and to service at the Company’s request, while also acting in an official capacity with the Company, as a director, officer, partner, Member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. This Section 3.03 shall be binding upon any successor to the Company so that each Indemnitee shall be in the same position with respect to any resulting, surviving, or succeeding entity as the Indemnitee would have been had the separate legal existence of the Company continued; provided, that unless expressly provided or agreed otherwise, this sentence shall be applicable only to an Indemnitee acting in an official capacity or in another capacity heretofore described prior to termination of the separate legal existence of the Company. The foregoing provisions shall be deemed to create a contract right for the benefit of every Indemnitee if (a) any act or omission complained of in a proceeding against the Indemnitee, (b) any portion of a proceeding or (c) any determination or assessment of liability occurs while this Section 3.03 is in effect. All references in this Section 3.03 to Ind. Code § 23-1-37 shall be deemed to include any amendment or successor thereto. When a word or phrase used in this paragraph is defined in Ind. Code § 23-1-37, such word or phrase shall have the same meaning in this Section 3.03 that it has in Ind. Code § 23-1-37. Nothing contained in this Section 3.03 shall limit or preclude the exercise of any right relating to indemnification or advance of expenses to any indemnitee or the ability of the Company to otherwise indemnify or advance expenses to any indemnitee. If any word, clause or sentence of the foregoing provisions regarding indemnification or advancement of expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. If any court holds any word, clause or sentence of this paragraph invalid, the court is authorized and empowered to rewrite these provisions to achieve their purpose to the extent possible.

ARTICLE IV.

Capital Contributions and Valuation

        Section 4.01. Capital Account. An individual capital account shall be established and maintained by the Company for each Member, as provided in Treasury Regulations Section 1.704-1(b).

        Section 4.02. Contributions to Capital. Cinergy and Vectren shall make initial capital contributions to the Company consistent with Schedule 2 of the Formation Agreement. In the event that any Member contributes what all the Members agree is significant additional value to the Company, or the value initially contributed is of significantly less value than anticipated, which causes the present allocation to be inequitable or inappropriate to a material extent, all the Members agree that the Board shall meet to negotiate in good faith a compensating capital contribution by the appropriate Members so as to cause such ownership percentages to remain as close as reasonably possible to being equal. At the closing of the transactions contemplated by the Formation Agreement (the “Closing”), the initial capital contributions will be made.

        Section 4.03. Return of Contributions. No Member shall have any right to the return or withdrawal of such Member’s capital contribution until dissolution of the Company, unless the withdrawal is consented to by all the Members or is otherwise provided for in this Agreement.

ARTICLE V.

Allocation of Profits. Losses and Distributions

        Section 5.01. Allocation of Profits and Losses. The Net Profit or Net Loss of the company, including each item of income, gain, loss, deduction, and credit shall be allocated each Fiscal Year (or portion thereof) among the Members in accordance with their respective ownership percentages.

        Section 5.02. Distributions of Cash or Other Assets. Distributions of cash or other assets shall be made to all the Members in accordance with their respective ownership percentages, only as authorized by the Board, and subject to this Agreement.

        Section 5.03. Special Allocation Provisions. If and at such time as there is a Special Allocation Event (defined in the following sentence), the provisions of Schedule B (Schedule of Special Allocations) shall become effective as of the first day of the Company’s taxable year in which such Special Allocation Event occurred. For purposes of this Agreement, a Special Allocation Event means, and shall be the first to occur of:

    (a)        the making of a capital contribution of cash or tangible property by, or a distribution of cash or tangible property to, any Member, except equally among all the Members;

    (b)        the making of a capital contribution of tangible property by, or a distribution of tangible property to, any Member where there is a variation between the basis of the tangible property and its fair market value at the time thereof, other than in accordance with the Members’ ownership percentages;

    (c)        the incurrence of any indebtedness of the Company from, or guaranteed by, any Member or an Affiliate thereof, except equally among all the Members or their respective Affiliates (taking into account reasonable economic equivalents); or

    (d)        the occurrence of any other event which, in the opinion of counsel for the Company or any Member, could reasonably be expected to jeopardize the equal allocation (before taxes) of the Company’s income, gains, losses, deductions or credits among the Members under Section(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision), but for the effectiveness and application of the provisions of Schedule B (Schedule of Special Allocations).

        Section 5.04. Negative Capital Accounts. No Member shall ever be required to make up a negative balance in its Capital Account.

ARTICLE VI.

Dissolution (Not Withdrawal or Departure of a Member)

        Section 6.01. Events Causing Dissolution. The occurrence of the first of any of the following events shall cause the dissolution of the Company:

    (a)        the mutual consent in writing executed by each Member; or

    (b)        at the option of either Member, a materially adverse legal or regulatory decision regarding the formation of the Company, the purchase of the assets of an existing Facilities Locating and Underground Construction company, or the Company’s service agreements with utility Affiliates of either of the Members. Absent the occurrence of any of the foregoing specified events, a Member may only withdraw from the Company in the manner set forth in Article VII.

        Section 6.02. Priority of Dissolution. Upon the occurrence of any of the events set forth in Section 6.01, the Company shall be dissolved, the affairs of the Company wound up and the property of the Company, subject to Section 6.05, distributed and applied in the following order of priority:

    (a)        first, to the payment of any debts and liabilities of the Company owing to persons other than any Member;

    (b)        second, to the payment of any debts and liabilities of the Company owing to any Member, but in the event the amount available for such payment is insufficient to satisfy all such debts and liabilities, then to such Members in the proportion which their respective claims bear to the claims of all such Members; and

    (c)        last, to the Members in the proportion which the positive balance in each Member’s positive capital account bears to the aggregate capital account balance of all the Members at that time. No Member shall have a priority over any other Member with respect to the distribution under Section 6.02(c). Distributions made in accordance with this Section 6.02 shall be in full satisfaction of the Member’s claim against the Company for distribution and liquidation. In making distributions to the Members, the positive capital account balances of the Members shall be determined after taking into account all capital account adjustments required by Treas. Reg. § l.704-l(b)(2).

        Section 6.03. Time to Dissolve. Following the event of dissolution, except as may be agreed in writing by the parties, a reasonable time after the date of the event of dissolution shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the normal losses attendant upon such liquidation and to effectuate the process set forth in Section 6.05. Each of the Members during the course of winding up the Company affairs and dissolution shall be furnished with a statement prepared by the Management which shall set forth the assets and liabilities of the Company as of the date of the event of dissolution.

        Section 6.04. Date of Termination. The Company shall be terminated when all its assets have been applied and distributed in accordance with Sections 6.02 and 6.03. The establishment of any reserves for the payment of any contingent or unforeseen liabilities or obligations of the Company shall not have the effect of extending the term of the Company, and such reserve shall be applied and distributed in the manner provided in Section 6.02 upon the expiration of the period of such reserve.

        Section 6.05. Wind-Up.

    (a)        Contract Turnover. (1) After an event of dissolution and during the period specified in Section 6.03, the Company’s contracts with its customers (other than the Utility Affiliates) shall be disposed of as follows: the Members shall in good faith value the Company and its assets, including customer contracts, and negotiate a transfer and assumption of each such contract. Each Member shall have an equal opportunity to bid on each such contract; however, the bidding process shall not be limited to the Members and their Affiliates. The proposal most favorable to the Company shall be chosen by the Board. If the Members cannot agree on a bidding process and the time therefor, or how the most favorable proposal will be determined and chosen, such matters shall be submitted to binding arbitration and implemented by the Members’ management.

    (2)        All the Members agree that they will undertake all reasonable good faith efforts to preserve customer relationships and obtain any necessary consents to assignments of customer contracts so as to give effect to this Section 6.05.

    (b)        Board Action. Throughout the period specified in Section 6.03, the Board shall continue to act on behalf of the Company and shall take all reasonable actions necessary to effectuate the wind-up as contemplated by this Agreement, particularly this Article VI, and to ensure the continued provision of reliable and adequate Facilities Locating and Underground Construction to the Company’s customers, including the Utility Affiliates. Unless provided in the contracts or applicable law, an event of dissolution shall neither cancel nor terminate any customer contracts nor excuse the performance thereof. However, the service agreements with the Utility Affiliates shall, regardless of their remaining terms, remain in effect for a period of one (1) year from the event of dissolution. (c) ....Employment Agreements.

    (1)        Following an event of dissolution, the Members jointly and severally agree to honor (or cause an Affiliate to honor), on an equal and equitable basis among all the Members and subject to any applicable statutory limitations, any employment agreements between the Company and its employees; provided, however, that the Members or their Affiliates in honoring any such agreements shall inherit the Company’ s rights thereunder, including, without limitation, any restrictive covenants, non-compete provisions and termination rights.

    (2)        Notwithstanding anything in this Agreement to the contrary, all the Members agree that such employment agreements are important assets of the Company and, as such, after an event of dissolution and during the period specified in Section 6.03, such employment agreements shall be disposed of as follows: the Members shall in good faith value such employment agreements, and negotiate a transfer and assumption of each such agreement. Each Member shall have an equal opportunity to bid on such employment agreements. The proposal most favorable to the Company shall be chosen by the Board. If the Members cannot agree on a bidding process or how the most favorable proposal will be determined and chosen, such matters shall be submitted to binding arbitration and implemented by Management. If either Member successfully bids on any or all of the Employment Agreements, the other Member shall be relieved of its obligations under Section 6.05(c)(l) as to those agreements.

    (d)        Guiding Principle. Notwithstanding anything in this Agreement to the contrary, in effectuating this Section 6.05, the Members understand and agree that the guiding principle in winding up the business of the Company is that the Members be treated in an equitable fashion taking into account the facts and circumstances giving rise to the dissolution of the Company.

        Section 6.06. Bankruptcy of a Member. Upon the adjudication of bankruptcy of a Member, then the trustee of such bankrupt Member shall be considered an assignee of such Member’s interest in the Company and, unless admitted to the Company as a new or substituted Member pursuant to Section 9.04, such trustee shall be entitled only to the rights and benefits not inconsistent with this Agreement as are currently provided by the Act for a creditor of a person having an interest.

ARTICLE VII.

DEADLOCK/DISPUTE RESOLUTION; DEPARTURE OF A MEMBER

        Section 7.01. Deadlocks. A “Deadlock” shall be deemed to exist if:

    (i)        An action of the Company requiring the unanimous consent of the Board is submitted for consideration at a meeting of the Board, which proposed action is substantially identical to a proposal advanced at the meeting immediately preceding such meeting, provided that both such meetings were or are held (or scheduled to be held) at least thirty days apart;

    (ii)        Prior to the meeting at which the action is submitted for consideration for the second time, a Member notifies the other Member that it considers the specified action to be essential to the continuance of such Member’s investment in the Company, specifying the reasons therefor;

    (iii)        The action specified by such Member is not taken at that meeting (as a result of either a rejection thereof or a failure to consider it) or the meeting is canceled by reason of the failure to attend by the other Member; and

    (iv)        Any Member notifies the other Member of its demand that the Deadlock be preferred for resolution to the Executive Officers as defined in and pursuant to Section 7.02.

        Section 7.02. Deadlock Resolution.

    (a)        Referral to Executive Officers. Upon receipt of a notice pursuant to Section 7.01(iv), the Chair shall forthwith forward a copy of such notice (the “Deadlock Submission Notice”) to Niel C. Ellerbrook, Chief Executive Officer of Indiana Energy, Inc. and Donald B. Ingle, President of Power Technology and Infrastructure Services at Cinergy Corp. or their successors as designated by the Members (collectively, the “Executive Officers”), who shall attempt to resolve such matter by unanimous agreement. If the Executive Officers do not resolve the Deadlock within thirty (30) days after the date of the Deadlock Submission Notice or such other period of time as the Executive Officers may unanimously agree (the “Resolution Period”), any Member shall have the right by written notice to the other Member, to invoke the provisions of Section 7.02(b) below; provided, however, that the provisions of Section 7.02(b) shall not apply to a Deadlock arising prior to the first anniversary of the formation of the Company, unless a failure to act by the Company with respect to the subject matter of such Deadlock would result in a breach by the Company of any material agreement to which it is a party or would violate any applicable legal or regulatory requirement; and provided, further, that any matter with respect to which a Deadlock arises prior to the first anniversary of the Company’s formation may become the subject of a Deadlock after such first anniversary, in which event the provisions of Section 7.02(b) shall apply to such Deadlock.

    (b)        Buy-Sell. (i) Within thirty (30) days after the expiration of the Resolution Period, as to Deadlocked matters, any Member (the “Initiating Member”) may give a written notice (a “Buy-Sell Notice”) to the other Member (the “Non-Initiating Member”) of the value established by the Initiating Member for all of the interests in the Company, determined in the sole discretion of the Initiating Member (the “Company Value”), which shall constitute both an irrevocable and non-assignable offer to purchase (“Purchase Offer”) all (but not less than all) of the ownership interest owned by the Non-Initiating Member for an amount equal to the product of the Company Value multiplied by the Non-Initiating Member’s ownership percentage, and an irrevocable and non-assignable offer to sell (“Sell Offer”) all of the ownership interest of the Initiating Member to the Non-Initiating Member for an amount equal to the product of the Company Value multiplied by the Initiating Member’s ownership percentage. The Non-Initiating Member shall have thirty (30) days from the date of receipt of a Buy-Sell Notice to elect, by written notice (an “Acceptance Notice”) to the Initiating Member, to accept either the Purchase Offer or the Sell Offer, and in the event the Non- Initiating Member fails to issue an Acceptance Notice, the Non-Initiating Member shall be deemed to have accepted the Purchase Offer.

    (ii)        The terms of any purchase and sale of Member ownership interest(s) pursuant to this Section 7.02(b) shall be cash payable at closing, with closing to occur on a date mutually agreed upon by the Initiating Member and the Non-Initiating Member, which shall in no event be earlier than thirty (30) days nor later than sixty (60) days after the due date for issuance of the Acceptance Notice by the Non-Initiating Member (the “Required Closing Date”), and failing any such agreement the closing shall occur on the Required Closing Date, or if the Required Closing Date is not a Business Day, on the next Business Day after the Required Closing Date. The foregoing notwithstanding, the Required Closing Date for any such transaction may be delayed by notice from either the Initiating Member or a Non-Initiating Member for such period of time as is required to accommodate any necessary approval or non-objection by any governmental agency having jurisdiction including, without limitation, under the Public Utility Holding Company Act of 1935, which approval or non-objection shall be applied for promptly and prosecuted diligently. Upon the consummation of any closing pursuant to the provisions of this Section 7.02(b), any Member, all of whose ownership interest has been sold shall automatically be deemed a departing member (a “Departing Member”).

    (iii)        Any indebtedness of the Company to any Departing Member which sells its ownership interest under this Section 7.02, and any indebtedness to the Company of any Departing Member which sells its interest under this Section 7.02 shall be paid in cash at the closing.

        Section 7.03. Departing Member Covenants. In order to preserve the value of the Company after completion of the Buy-Sell provisions, the Departing Member agrees that neither it nor any of its Affiliates shall perform any Facilities Locating and Underground Construction activities or own an interest in any entity which performs facilities locating within the states in which the Company is doing business at the time of the Buy-Sell, for a period of two (2) years after the Buy-Sell Closing Date. These restrictions do not limit the ability of the Affiliates to meet their own Facilities Locating and Underground Construction requirements through the use of internal or external resources.

ARTICLE VIII

Default and Remedies

        Section 8.01. Events of Default. A Member shall be in default upon the occurrence with respect to such Member, of any of the following events (each a "Default"):

    (i)        A Member shall fail to make any Capital Contribution when due or to timely perform any material obligation to be performed by it under the provisions of this Agreement, and such failure shall not be cured within thirty (30) days after notice of such Default issued by the Company or any Member.

    (ii)        Any representation or warranty made by a Member shall prove to be false or misleading in any material respect when made, or with respect to any representation, warranty or covenant of a continuing nature to have become false or misleading, and such Member shall not have cured such matter within thirty (30) days after written notice to do so issued by the Company or any Member.

    (iii)        Any Member shall (a) be dissolved (other than pursuant to a consolidation or merger), (b) become insolvent or unable to pay its debts as they become due or admits in writing its inability generally to pay its debts as they become due, (c) make a general assignment, arrangement or composition with or for the benefit of its creditors, (d) institute or have instituted against it a proceeding seeking judgment of insolvency, bankruptcy or any other relief under bankruptcy or insolvency laws or similar laws affecting creditors’ rights, provided that in the event of a petition instituted or presented against it, such proceeding or petition (1) shall result in a judgment of insolvency or bankruptcy or the entry of an order for its winding up or liquidation or (2) shall not be dismissed, discharged, stayed or restrained, in each case within ninety (90) days of the institution or presentation thereof, (e) have a resolution passed for its winding up, official management or liquidation (other than pursuant to a merger or consolidation), (f) seek to become subject to the appointment of a receiver, trustee, custodian or other similar official for it or for all of its assets or have a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets and such secured party maintains possession, or such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter, (g) cause or be subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified above or (h) take any action in furtherance or indicating its consent to, approval of or acquiescence in, any of the foregoing acts.

        Section 8.02. Remedies for Default. The Members acknowledge and agree that a Default by any Member will cause irreparable injury to the Company and that money damages will not provide an entirely adequate remedy to the Company. Therefore, upon a Default, the defaulting Member automatically shall be deemed to have resigned from membership in the Company and to have surrendered its entire Capital Account (which shall be distributed pro rata among the remaining Members), shall have no further rights as a Member, shall have no further representation on the Board of Representatives, and shall be entitled to no further allocations of profits, losses or distribution from the Company.

ARTICLE IX.

Assignment of Interests: New Members

        Section 9.01. Restriction on Transfer. Except as provided in Section 9.02, no interest in the Company may be assigned, transferred, encumbered, hypothecated or otherwise disposed of without the prior written consent of all the Members (which consent may be given or withheld, conditioned or delayed as the remaining Members may determine in their sole and absolute discretion), and any attempted transfer, assignment, encumbrance, hypothecation or other disposition without such written consent shall be null and void and have no force or effect whatsoever.

        Section 9.02. Transfer to Wholly-Owned Affiliate. Notwithstanding anything in this Agreement to the contrary, all (but not less than all) of the interest of any Member may be transferred to an Affiliate wholly-owned by Indiana Energy, Inc. or Cinergy Corp., whether by sale, dividend, capital contribution, merger, operation of law or otherwise, provided the transferee agrees in writing to be bound by this Agreement. Any such transferee shall, without the consent of the Members, be substituted or added as a Member and shall be treated as though such transferee were an initial party to this Agreement in the place and stead of the transferor.

        Section 9.03. Continuing Responsibility. Notwithstanding any assignment or transfer of its interest in the Company or the substitution of the assignee or transferee as a Member, a Member shall not be relieved of any of such Member’s responsibilities under this Agreement without the prior written consent of all the Members.

        Section 9.04. New Members. With the consent of all the Members, new Members may be admitted to the Company upon such terms and conditions, in exchange for ownership percentages, and with such representation on the Board as all the existing Members and each such new Member find mutually acceptable.

ARTICLE X.

Miscellaneous

        Section 10.01. Fiscal Year. The fiscal year of the Company shall end December 31, unless a different fiscal year is determined by the Board.

        Section 10.02. Company Accounting: Financial Statements. An accounting shall be made of all Company transactions (for each fiscal year and quarter or lesser period of time) and the President shall cause to be prepared for the Company a balance sheet, a statement of cash receipts and disbursements, a statement of net profits and losses, and a statement of each Member’s share of Company net profits and losses (collectively, “Financial Statements”). Except as the Board may determine from time to time, the President shall cause monthly and quarterly unaudited Financial Statements to be sent to all the Representatives and Members not later than 30 days after the end of the month or quarter, as applicable, and shall cause annual audited Financial Statements, as certified by the Company’s independent public accountants, to be sent to all the Representatives and Members not later than 60 days after the end of the fiscal year. The President shall cause the necessary federal, state and local income tax returns and reports required of the Company to be prepared and filed no later than required by law.

        Section 10.03. Other Tax Matters. The President will make such elections and shall take such other action as the President believes necessary (a) to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to any adjustment to the Company’s federal and state income tax returns, (b) to cause the Company to be represented before the Internal Revenue Service, any other taxing authorities or any courts in matters affecting the Company, and (c) to cause to be executed any agreements or other documents that bind the Company with respect to such tax matters or otherwise affect the rights of the Company; provided, however, that no elections, submissions or positions will be made without reasonable prior notice to and the opportunity for input from each Member. Any reasonable changes proposed by a Member shall be made. Cinergy is specifically authorized to act as the “Tax Matters Partner” under the Code and in any similar matter under Indiana law. The Tax Matters Partner shall be reimbursed by the Company for its reasonable costs and expenses incurred in its capacity as Tax Matters Partner.

        Section 10.04. Waiver of Partition. By this Section 10.04, each Member on behalf of such Member, and its successors and permitted assigns, waives any rights to have Company property partitioned.

        Section 10.5. Dealings Outside the Company. Each Member, Representative and member of Management shall, at any time and from time to time, devote such time and effort to the business of the Company as may be necessary to promote adequately the interests of the Company and the mutual interests of the Members. Except as specified in the Formation Agreement, the Members and their Affiliates individually or collectively may, at any time and from time to time, engage in and possess an interest in other business ventures of any and every type and description, independently or with others, and neither the Company nor any Member shall by virtue of this Agreement have any right, title or interest in or to such independent ventures of the Members or their Affiliates.

        Section 10.06. Expenses. Unless mutually agreed in advance, each Member shall pay or cause to be paid its own fees and expenses, including, without limitation, attorneys’ fees, incurred in connection with the organization of the Company.

        Section 10.07. Complete Agreement. This Agreement, the initial Fundamental Operating Agreement, the Articles of Organization and the Formation Agreement constitute the complete and exclusive statement of agreement among the Members with respect to the subject matter of this Agreement. This Agreement, the initial Fundamental Operating Agreement, the Articles of Organization and the Formation Agreement supersede all prior written and oral statements, and no representation, statement or condition or warranty not contained in this Agreement, the initial Fundamental Operating Agreement, the Articles of Organization and the Formation Agreement will be binding on the Members or have any force or effect whatsoever.

        Section 10.08. Terms. Any reference to the Act, the Code or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned. Terms used in this Agreement, unless defined herein or unless the context dictates, shall have the meanings set forth in the Act.

        Section 10.09. Multiple Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. However, in making proof of this Agreement, it will be necessary to produce only one copy of this Agreement signed by the party to be charged.

        Section 10.10. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Indiana.

        Section 10.11. Partial Invalidity. If any term or provision of this Agreement is determined to be invalid, such invalid term or provision shall not affect or impair the remainder of this Agreement, but such remainder shall continue in full force and effect to the same extent as though such invalid term or provision were not contained therein.

        Section 10.12. Company Obligations Binding. Each Member agrees that the promises, covenants and conditions contained herein are given separately and inure to and are binding upon its successors and assigns. The Company shall be bound by this Agreement.

        Section 10.13. Signatory Requirements. Each Member, or each additional or substitute Member permitted under this Agreement, may become a signatory hereof by signing a company signature page to this Agreement and such other instruments as the Board shall determine. By so signing, each Member, or each such additional or substitute Member, shall be deemed to have adopted and agreed to be bound by this Agreement, as amended from time to time in accordance with this Agreement.

        Section 10.14. Additional Documents and Acts. Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all the terms, provisions and conditions of this Agreement and the transactions contemplated by this Agreement.

        Section 10.15. Notices. Any notice to be given or to be served upon the Company or any party to this Agreement in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the respective address specified on the signature page(s) to this Agreement, or with respect to the Company, at the address of its principal office, as specified to the parties to this Agreement. Any party to this Agreement or the Company may, at any time by giving five days’ prior written notice to the others, designate any other address, including fax numbers or e-mail addresses in substitution of the then current address to which such notice will be given. Notice mailed by United States mail shall be deemed given three days after proper deposit in the United States mail. Notice by courier or expedited delivery service shall be deemed given when actually received.

        Section 10.16. Disputes Not to Be Resolved by Arbitration. Except as provided by Section 6.05, the Members agree that in the event of a dispute relating to the governance of the Company, the resolution of that dispute will not be subject to arbitration.

        Section 10.17. Amendments and Supplements. All amendments and supplements to this Agreement shall be in writing and executed by each Member. Amendments and supplements executed by each Member shall be binding on the Company, whether or not executed by an Officer.

        IN WITNESS WHEREOF, all the Members have caused this Agreement to be executed by their duly authorized representatives.

                                                Vectren Utility Services, INC.
20 N. W. Fourth Street
Evansville, Indiana 47708
Attn: President
Vectren Utility Services, Inc.                     By:____________________
                                                          Carl L. Chapman
                                                           Its: President


                                                CINERGY SUPPLY NETWORK, INC.
139 East Fourth Street
Cincinnati, OH 45201-0960
Attn: President
Cinergy Supply Network, Inc.
                                                   By:____________________
                                                         R. Foster Duncan
                                                           Its: President

SCHEDULE A

(RESERVED AUTHORITY)

        Management of the Company shall not have the authority to undertake any of the following actions on behalf of the Company unless authorized or ratified by the Board:

1. Engaging in any act in contravention or violation of this Agreement or outside the principal purposes of the Company as set forth in Article I of this Agreement;

2. Engaging in any act which would make it impossible to carry on the ordinary business of the Company;

3. Selling all or substantially all of the assets of the Company, or causing the Company to merge with or into any other limited liability company, corporation, partnership or other entity;

4. Admitting any substitute or additional Member to the Company;

5. Commencement, termination or settlement of any claim, or engaging legal counsel with respect thereto, other than a claim arising in the ordinary course of the Company’s business, or lawsuit or other legal action, arbitration or administrative proceeding brought by or against the Company involving an amount in controversy in excess of $50,000;

6. Voluntary dissolution of the Company;

7. A. The incurrence of indebtedness with a nominal maturity of one year or less in excess of a maximum amount approved by the Board;

B. The incurrence of indebtedness with a nominal maturity in excess of one year;

8. Calling for additional capital contributions or loans from Members;

9. Approval of all employment contracts (other than at-will employments), any substantial change to employee benefit plans, parameters for collective bargaining and other material labor agreements in any unorganized business unit;

10. Approval of the annual capital and operating budgets, cash flow plans and related schedules of the Company and all material amendments thereto;

11. Any distribution, whether in cash or in kind, to the Members;

12. Appointment of the independent public accountants of the Company;

13. Entering into any contract for Facilities Locating with a new customer exceeding $500,000 or Underground Construction with a new customer exceeding $5,000,000 or materially amending any such contract that contains substantially new risks;

14. Appointment, removal and replacement of Management of the Company;

15. Confessing a judgment against the Company;

16. Possessing any Company property, or assigning the rights of the Members in specific Company property, for other than a Company purpose;

17. Assigning any Company property or assets in trust for creditors or on the basis of an assignee’s promise or undertaking to pay the debts or obligations of the Company;

18. Causing the Company to make loans to or borrow money from the Members or their respective Affiliates (other than indebtedness for property sold in the ordinary course of business pursuant to contracts duly approved by the Board or for which Board approval is not required by this Agreement) or to commingle Company funds with the funds of Members or their respective Affiliates;

19. Any matter for which Board action is expressly provided for under this Agreement; and

20. Such other policy decisions as the Board may determine on a case by case basis.

SCHEDULE B

(SCHEDULE OF SPECIAL ALLOCATIONS)

        Section 1. Net Income and Net Loss. The terms “Net Income” or “Net Loss,” as the case may be, of the Company shall mean the Company’s taxable income or taxable loss for Federal income taxation purposes as determined by the accountants then employed by the Company in accordance with Section 703(a) of the Internal Revenue Code of 1986, as amended (the “Code”), with the items required to be separately stated by Section 703(a)(l) of the Code combined into a single net amount; provided, however, that in the event the taxable income or taxable loss of the Company for such fiscal year is later adjusted in any manner, as a result of an audit by the Internal Revenue Service (the “Service”) or otherwise, then the taxable income or taxable loss of the company shall be adjusted to the same extent. “Net Income” and “Net Loss” shall be further adjusted as follows:

    (a)        “Net Income” and “Net Loss,” as the case may be, shall be adjusted to treat items of tax-exempt income described in Section 705(a)(l)(B) of the Code as items of gross income, and to treat as deductible items all non-deductible, non-capital expenditures described in Section 705(a)(2)(B) of the Code, including any items treated under Treas Reg. § 1 .704-l(b)(2)(iv) as items described in Section 705(a)(2)(B) of the Code.

    (b)        In lieu of depreciation, depletion, cost recovery and amortization deductions allowable for Federal income taxation purposes to the Company with respect to property contributed to the Company by a Member, there shall be taken into account an amount equal to the product derived by multiplying the Book Value of such property at the beginning of such fiscal year by a fraction, the numerator of which is the amount of depreciation, depletion, cost recovery or amortization deductions allowable with respect to such property for Federal income taxation purposes and the denominator of which is the adjusted basis for Federal income taxation purposes of such property at the beginning of such fiscal year.

    (c)        In lieu of actual gain or loss recognized by the Company for Federal income taxation purposes as a result of the sale or other disposition of property of the Company, there shall be taken into account the gain or loss that would have been recognized by the Company for Federal income taxation purposes if the Book Value of such property as of the date sold or otherwise disposed of by the Company were its adjusted basis for Federal income taxation purposes.

        Section 2. Allocation of Net Income and Net Loss. After giving effect to the special locations set forth in Sections 3. 4 and 6:

    (a)        Net Income. Net Income for the fiscal year shall be allocated among the Members in accordance with their respective ownership percentages.

    (b)        Net Loss. Net Loss for the fiscal year shall be allocated among the Members in accordance with their respective ownership percentages.

        Section 3. Special Allocations. The following special allocations shall be made in the following order:

    (a)        Minimum Gain Chargeback. Except as otherwise provided in Treas. Reg. § 1.704-2(f), notwithstanding any other provision of this Schedule B, if there is a net decrease in Company Minimum Gain during any Company fiscal year, each Member and assignee or transferee of an interest of a Member (“Interest”) shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s or assignee’s or transferee’s share of the net decrease in Company Minimum Gain, determined in accordance with Treas. Reg. § l.704-2(g)(l) that is allocable to the disposition of Company property subject to nonrecourse liabilities (as defined in Treas. Reg. § l.704-2(b)(3)), determined in accordance with Treas.-Reg. § 1.704-2(d). The items to be so allocated shall be determined in accordance with Treas.-Reg. § 1.704-2(f)(6) and l.704-2(j)(2). This Section 3(a) is intended to comply with the minimum gain chargeback requirement in such section of the Regulations and shall be interpreted consistently therewith.

    (b)        Member Minimum Gain Chargeback. Except as otherwise provided in Treas. Reg. § l.704-2(i)(4), notwithstanding any other provision of this Schedule B except Section 3(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company fiscal year, each Member or assignee or transferee of an Interest who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treas.-Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s or assignee’s or transferee’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § l.704-2(i)(5), that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § l.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ l.704-2(i)(4) and l.704-2(j)(2). This Section 3(b) is intended to comply with the minimum gain chargeback requirement in such section and shall be interpreted consistently therewith.

    (c)        Qualified Income Offset. In the event any Member or assignee or transferee of an Interest unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. § l.704-l(b)(2)(ii)(d)(4), l.704-l(b)(2)(ii)(d)(5), or l.704-l(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member or assignee or transferee of an Interest in an amount and manner sufficient to eliminate, to the extent required by Treas. Reg. § 1.704-l(b)(2)(ii)(d), the Adjusted Capital Account Deficit of such Member or assignee or transferee of an Interest as quickly as possible, provided that an allocation pursuant to this Section 3(c) shall be made only if and to the extent that such Member or assignee or transferee of an Interest would have an Adjusted Capital Account Deficit after all other allocations provided for in this Schedule B have been tentatively made as if this Section 3(c) were not in the Agreement.

    (d)        Gross Income Allocation. In the event any Member or assignee or transferee of an Interest has a deficit capital account at the end of any Company fiscal year which is in excess of the sum of the amount such Member or assignee or transferee of an Interest is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Regs. §§ 1 .704-2(g)(l) and 1.704-2(i)(5), each such Member or assignee or transferee of an Interest shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3(d) shall be made only if and to the extent that such Member or assignee or transferee of an Interest would have a deficit capital account in excess of such sum after all other allocations provided for in this Schedule B have been tentatively made as if Section 3(c) and this Section 3(d) were not in the Agreement.

    (e)        Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be specially allocated as provided in Section 2(b).

    (f)        Member Loan Nonrecourse Deductions: Any Member Loan Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Member or assignee or transferee of an Interest who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Loan Nonrecourse Deductions are attributable in accordance with Treas. Reg § 1.704-2(i).

    (g)        Section 754 Adjustments. To the extent Treas. Reg. § 1.704-l(b)(2)(iv)(m) requires an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members and assignees or transferees of an Interest in a manner consistent with the manner in which their capital accounts are required to be adjusted pursuant to such Section of the Regulations.

        Section 4. Curative Allocations. The allocations set forth in Section 3 (the”Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 4. Therefore, notwithstanding any other provision of this Schedule B (other than the Regulatory Allocations), the Members shall make such offsetting special allocations of Company income, gain, loss, or deduction so that, after such offsetting allocations are made, each Member’s capital account balance is, to the extent possible, equal to the capital account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 2.

        Section 5. Effects of Varying Company Interests During a Company Year. In the event a Member’s interest as a Member varies during any fiscal year of the Company (whether by reason of withdrawal, additional capital contributions or otherwise), Net Income and Net Loss shall be computed and allocated in accordance with this Schedule B as if periods between such variations were each a separate fiscal year of the Company.

        Section 6. Allocation of Income. Gain. Loss and Deduction: Section 704(c). Upon the sale of any property contributed by any Member, the gain or loss represented by the difference between the adjusted basis for Federal income taxation purposes and Book Value of the property to the Company shall be allocated to the Member who contributed such property, and the gain or loss in excess of that so allocated shall be allocated among the Members as provided in Sections 1. 2. 3 and 4 hereof. In addition, any other item of income, gain, loss or deduction with respect to such property shall be allocated in a manner consistent with the requirements of Section 704(c) of the Code and Treas. Reg. § l.704-l(b)(2)(iv)(g), as amended from time to time.

        Section 7. Allocation of Tax Items. All items of depreciation, gain, loss, deduction or credit that are taken into account in determining Net Income or Net Loss, shall be allocated among the Members in the same proportion as is provided in this Schedule B.

        Section 8. Definitions. Capitalized words and phrases used in this Schedule B have the following meanings:

    (a)        Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s capital account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

    (1)        Credit to such capital account any amounts which such Member is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentence of Treas. Reg. § l.704-2(g)(l) or would be deemed obligated to restore if Member Loan Nonrecourse Deductions were treated as Nonrecourse Deductions; and

    (2)        Debit to such capital account the items described in Treas. Regs. §§ 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), and I .704-l(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treas. Reg. § l.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith.

    (b)        Book Value of any item of Company property as of any particular date shall be determined as follows: (a) the Book Value of any item of property contributed by a Member to the capital of the Company shall be the agreed-upon gross fair market value of such item of property as of the date such property was contributed to the Company, as adjusted for depreciation, depletion, cost recovery and amortization deductions with respect to such property computed in the manner provided in Section 1(b); and (b) the Book Value of any other item of Company property shall be its adjusted basis for Federal income taxation purposes.

    (c)        Company Minimum Gain has the meaning set forth in Tress. Reg. §§ 1.704-2(b)(2) and 1.704-2(d).

    (d)        Member Loan Nonrecourse Deductions has the meaning set forth in Treas. Reg. § l.704-2(i)(2). The amount of Member Loan Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company fiscal year equals the excess, if any, of the net increase, if any, in the amount of Member Minimum Gain attributable to such Member Nonrecourse Debt during that fiscal year over the aggregate amount of any distributions during that fiscal year to the Members or assignees or transferees of an Interest that bear the economic risk of loss for such Member Nonrecourse Debt to the extent such distributions are from the proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § l.704-2(i)(2).

    (e)        Member Minimum Gain means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Company Nonrecourse Debt were treated as a nonrecourse liability (as defined in Treas. Reg. § l.704-2(b)(3)), determined in accordance with Treas. Reg. § 1.704-2(i).

    (f)        Member Nonrecourse Debt has the meaning set forth in Treas. Reg. § l.704-2(b)(4).

    (g)        Nonrecourse Deductions has the meaning set forth in Treas. Reg. § l.704-2(b)(l). The amount of Nonrecourse Deductions for a Company fiscal year equals the net increase, if any, in the amount of Company Minimum Gain during that fiscal year, determined according to Treas. Reg. §§ 1.704-2(c) and 1.704-2(d).

    (h)        Regulations means the regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

EX-99.B

                                     BY-LAWS



                                       OF



                         Cinergy Energy Solutions, Inc.





                                November 10, 2000



                       TABLE OF CONTENTS

                           ARTICLE I
                            Offices

Section 1.1.    Offices.                                                        1

                        ARTICLE II
                  Stockholders' Meetings

Section 2.1.    Annual Meeting.                                                 1
Section 2.2.    Notice of Annual Meeting.                                       1
Section 2.3.    Special Meetings.                                               1
Section 2.4.    Notice of Special Meeting.                                      1
Section 2.5.    Waiver of Notice.                                               2
Section 2.6.    Quorum.                                                         2
Section 2.7.    Voting.                                                         2
Section 2.8.    Written Consent of Stockholders in Lieu of Meeting.             2

                        ARTICLE III
                         Directors

Section 3.1.    Duties and Powers.                                              3
Section 3.2.    Number and Election of Directors.                               3
Section 3.3.    Vacancies.                                                      3
Section 3.4.    Meetings.                                                       3
Section 3.5.    Quorum.                                                         3
Section 3.6.    Actions of Board.                                               4
Section 3.7.    Meetings by Means of Conference Telephone.                      4
Section 3.8.    Committees.                                                     4
Section 3.9.    Compensation                                                    4
Section 3.10.   Contracts and Transactions Involving Directors                  4

                        ARTICLE IV
                         Officers

Section 4.1.    Officers.                                                       5
Section 4.2.    Appointment, Terms, and Vacancies.                              5
Section 4.3.    Chairman of the Board.                                          5
Section 4.4.    Chief Executive Officer                                         5
Section 4.5.    President.                                                      6
Section 4.6.    Vice Presidents.                                                6
Section 4.7(a). Secretary.                                                      6
Section 4.7(b). Assistant Secretaries.                                          6
Section 4.8.    Treasurer.                                                      7
Section 4.9.    Comptroller.                                                    7
Section 4.10.   Other Officers.                                                 7

                         ARTICLE V
                       Capital Stock

Section 5.1.    Form and Execution of Certificates.                             7
Section 5.2.    Signatures.                                                     8
Section 5.3.    Lost Certificates.                                              8
Section 5.4.    Transfers.                                                      8
Section 5.5.    Record Date.                                                    8
Section 5.6.    Beneficial Ownership Rights.                                    8

                        ARTICLE VI
                          Notices

Section 6.1.    Notices.                                                        9
Section 6.2.    Waivers of Notice.                                              9

                        ARTICLE VII
                    General Provisions

Section 7.1.    Dividends.                                                      9
Section 7.2.    Disbursements.                                                  9
Section 7.3.    Voting Securities Owned by the Corporation.                     9
Section 7.4.    Fiscal Year.                                                   10
Section 7.5.    Corporate Seal.                                                10

                       ARTICLE VIII
                      Indemnification

Section 8.1.    Power to Indemnify in Actions, Suits or Proceedings
                  Other than Those By or in the Right of the Corporation.      10
Section 8.2.    Power to Indemnify in Actions, Suits or Proceedings
                By or in the Right of the Corporation.                         10
Section 8.3.    Authorization of Indemnification.                              11
Section 8.4.    Good Faith Defined.                                            11
Section 8.5.    Indemnification by a Court.                                    12
Section 8.6.    Expenses Payable in Advance.                                   12
Section 8.7.    Nonexclusivity of Indemnification and Advancement of Expenses. 12
Section 8.8.    Insurance.                                                     12
Section 8.9.    Certain Definitions.                                           13
Section 8.10.   Survival of Indemnification and Advancement of Expenses.       13
Section 8.11.   Limitation on Indemnification.                                 13
Section 8.12.   Indemnification of Employees and Agents.                       13

                        ARTICLE IX
                        Amendments

Section 9.1.    Amendments.                                                    14

                         ARTICLE X
                     Emergency By-Laws

Section 10.1.   Emergency By-Laws.                                             14


                                     By-Laws

                                       Of

                         Cinergy Energy Solutions, Inc.

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                     Offices

     Section  1.1.  Offices.  To  the  extent  not  otherwise  provided  in  the
Certificate of  Incorporation,  the principal office of the Corporation shall be
at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such
other  offices at such other places as the Board of  Directors  may from time to
time determine, or as the business of the Corporation may require.

                                   ARTICLE II

                             Stockholders' Meetings

     Section 2.1. Annual Meeting.  The annual meeting of the stockholders may be
held at such place,  time, and date designated by the Board of Directors for the
election of directors,  the  consideration  of the reports to be laid before the
meeting, and the transaction of such other business as may be brought before the
meeting.

     Section 2.2. Notice of Annual  Meeting.  Notice of the annual meeting shall
be given in  writing  to each  stockholder  entitled  to vote  thereat,  at such
address as appears on the records of the  Corporation at least ten (10) days and
not more than forty-five (45) days prior to the meeting.

     Section 2.3. Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, or
the President,  or by a majority of the members of the Board of Directors acting
with or without a  meeting,  or by the  persons  who hold in the  aggregate  the
express  percentage,  as  provided  by statute,  of all shares  outstanding  and
entitled to vote thereat,  upon notice in writing,  stating the time,  place and
purpose of the meeting.  Business  transacted at all special  meetings  shall be
confined to the objects stated in the call.

     Section 2.4. Notice of Special  Meeting.  Notice of a special  meeting,  in
writing,  stating the time,  place and purpose  thereof,  shall be given to each
stockholder  entitled to vote  thereat,  at least  twenty (20) days and not more
than forty-five (45) days prior to the meeting.

     Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of stockholders may be waived by the written assent of every stockholder
entitled  to  notice,  filed with or entered  upon the  records of the  meeting,
either before or after the holding thereof.


     Section 2.6.  Quorum.  The holders of shares  entitling  them to exercise a
majority of the voting  power,  or, if the vote is to be taken by  classes,  the
holders of shares of each class  entitling  them to  exercise a majority  of the
voting power of that class,  present in person or by proxy at any meeting of the
stockholders, unless otherwise specified by statute, shall constitute a quorum.

          If, however,  at any meeting of the stockholders,  a quorum shall fail
     to attend in person or by proxy, a majority in interest of the stockholders
     attending  in person or by proxy at the time and place of such  meeting may
     adjourn the meeting from time to time without  further  notice  (unless the
     meeting  has  been   adjourned  for  over  thirty  days),   other  than  by
     announcement  at the meeting at which such  adjournment  is taken,  until a
     quorum is present. At any such adjourned meeting at which a quorum shall be
     present, any business may be transacted which might have been transacted at
     the meeting originally called.

     Section  2.7.  Voting.  At each  meeting  of the  stockholders,  except  as
otherwise provided by statute or the Certificate of Incorporation,  every holder
of record  of stock of the class or  classes  entitled  to vote at such  meeting
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing  subscribed by such  stockholder and bearing a date, not later than such
time as expressly  provided by statute,  prior to said meeting unless some other
definite period of validity shall be expressly provided therein.

          Each  stockholder  shall  have one (1)  vote  for each  share of stock
     having  voting  power,  registered  in his or her name on the  books of the
     Corporation,  at the date fixed for  determination  of persons  entitled to
     vote at the  meeting  or,  if no date has  been  fixed,  then as  expressly
     provided by statute.  (e.g., either the date of the meeting,  the date next
     proceeding  the day of the  meeting,  or any such  similar  governing  time
     frame).  Cumulative voting shall be permitted only as expressly provided by
     statute.

          At any meeting of  stockholders,  a list of  stockholders  entitled to
     vote,  alphabetically  arranged,  showing  the number and classes of shares
     held by each on the date fixed for closing the books  against  transfers or
     the record date fixed as hereinbefore provided (or if no such date has been
     fixed, then as hereinbefore  stated as expressly provided by statute) shall
     be produced on the request of any stockholder, and such list shall be prima
     facie evidence of the ownership of shares and of the right of  stockholders
     to vote, when certified by the Secretary or by the agent of the Corporation
     having charge of the transfer of shares.

     Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by statute,  the  Certificate of  Incorporation,  or these
By-Laws,  to be taken at any annual or special  meeting of  stockholders  of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote,  if a written  consent in lieu of a meeting,  setting  forth the action so
taken,  shall be signed by all the  stockholders  entitled to vote thereon.  Any
such  written  consent  may be  given  by one or  any  number  of  substantially
concurrent  written  instruments of  substantially  similar tenor signed by such
stockholders,  in person or by attorney or proxy duly appointed in writing,  and
filed with the records of the  Corporation.  Any such written  consent  shall be
effective as of the effective date thereof as specified therein.

                                   ARTICLE III

                                    Directors

     Section 3.1. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not,  by  statute,  the  Certificate  of  Incorporation,  or these
By-Laws, directed or required to be exercised or done by the stockholders.

     Section 3.2. Number and Election of Directors. The Board of Directors shall
consist of not less than three nor more than fifteen  members,  the exact number
of which shall be fixed by the Board of  Directors.  Directors  shall be elected
annually by stockholders at their annual  meeting,  in a manner  consistent with
statute and as provided in Article II,  Section 2.8 of these  By-Laws,  and each
director so elected  shall hold office until  his/her  successor is duly elected
and qualifies, or until his/her earlier resignation or removal. Any director may
resign  at any  time  upon  notice  to the  Corporation.  Directors  need not be
stockholders and shall fulfill the residency  requirements as and if provided by
statute.  Any  director  may be removed  at any time with or without  cause by a
majority vote of the stockholders, unless otherwise provided by statute.

     Section  3.3.  Vacancies.   Vacancies  and  newly  created   directorships,
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, and the directors so chosen shall
hold office for the  unexpired  term of the  predecessor  and/or  until the next
annual meeting of stockholders,  and until their successors are duly elected and
qualify, or until their earlier resignation or removal.

     Section 3.4.  Meetings.  Regular  meetings of the Board of Directors may be
held at such time,  place,  and upon such notice as the Board of  Directors  may
from time to time determine.  Special  meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
or by members of the board (the  express  percentage  of the latter as minimally
provided for by statute). Notice thereof stating the place, date and hour of the
meeting  shall  be  given  to each  director  either  by  mail  (not  less  than
forty-eight (48) hours before the date of the meeting), by telephone or telegram
(on  twenty-four  (24) hours' notice) or on such shorter notice as the person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

     Section 3.5. Quorum.  Except as may be otherwise  specifically provided for
by statute,  the Certificate of Incorporation or these By-Laws,  at all meetings
of the Board of  Directors,  a majority of the entire Board of  Directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of  Directors.  If a quorum  shall not be present at any meeting of
the Board of Directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 3.6. Actions of Board. Unless otherwise provided by the Certificate
of  Incorporation  of the  Corporation or these By-Laws,  any action required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee(s)  thereof, may be taken without a meeting, if all the members of the
Board of Directors, or of such committee(s), as the case may be, consent thereto
in writing,  and the  writing(s) is filed with the minutes of proceedings of the
Board  of  Directors,  or of such  committee(s),  of the  Corporation.  Any such
written  consent to action of the Board of Directors,  or of such  committee(s),
shall be effectuated by the signature of the member lastly consenting thereto in
writing,  unless the consent otherwise specified a prior or subsequent effective
date.

     Section 3.7.  Meetings by Means of Conference  Telephone.  Unless otherwise
provided  by the  Certificate  of  Incorporation  of the  Corporation  or  these
By-Laws,  members of the Board of Directors,  or any committee(s)  thereof,  may
participate in a meeting of the Board of Directors, or of such committee(s),  as
the case may be, by means of a conference  telephone  or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.

     Section 3.8.  Committees.  The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors,  designate, from time to time as
they may see fit,  one or more  committees,  each such  committee  to consist of
three or more of the  directors of the  Corporation.  The Board of Directors may
designate one or more  directors as alternate  members of any such committee who
may  replace  any  absent  or  disqualified  member at any  meeting  of any such
committee. In the absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified  from voting,  whether or not he/she or they
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors  to act at the  meeting  in the place of any  absent  or  disqualified
member.  Any  committee,  to the extent  allowed by statute and  provided in the
resolution  establishing  such  committee,  shall have and may  exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Corporation.  Each committee  shall keep regular minutes and
report to the Board of Directors when required.

     Section 3.9.  Compensation.  Each director of the  Corporation  (other than
directors who are salaried officers of the Corporation or any of its affiliates)
shall be  entitled  to receive as  compensation  for  services  such  reasonable
compensation,  which may include pension,  disability and death benefits, as may
be  determined  from  time  to  time  by  the  Board  of  Directors.  Reasonable
compensation  may also be paid to any person  other  than a director  officially
called to attend any such meeting.

     Section 3.10. Contracts and Transactions  Involving Directors.  No contract
or  transaction  between the  Corporation  and one or more of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction,  or solely because his/her
or their  votes are counted for such  purpose if: (i) the  material  facts as to
his/her or their  relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the  committee,  and the
Board of  Directors  or  committee  in good faith  authorizes  the  contract  or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
directors,  even though the  disinterested  directors be less than a quorum;  or
(ii) the material facts as to his/her or their  relationship  or interest and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved  in good faith by vote of the  stockholders;  or (iii) the  contract or
transaction  is  fair as to the  Corporation  as of the  time it is  authorized,
approved or  ratified,  by the Board of  Directors,  a committee  thereof or the
stockholders.  Common or interested  directors may be counted in determining the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

                                   ARTICLE IV

                                    Officers

     Section 4.1.  Officers.  The officers of the Corporation shall consist of a
President,  a Secretary,  and a Treasurer,  and may consist of a Chairman of the
Board, a Chief Executive  Officer,  a Comptroller,  one or more Vice Presidents,
one or more  Assistant  Secretaries,  and such other officers as the board shall
from time to time deem necessary.  Any number of offices may be held by the same
person,   unless   otherwise   prohibited  by  statute,   the   Certificate   of
Incorporation, or these By-Laws.

     Section 4.2. Appointment,  Terms, and Vacancies. The Board of Directors, at
its first  meeting  held  after  each  annual  meeting  of  stockholders  of the
Corporation (i.e., the annual  organization  meeting of the Board of Directors),
shall appoint the officers of the  Corporation  who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined  from time to time by the board,  and such officers shall hold office
until their  successors  are chosen and shall  qualify,  or until their  earlier
resignation  or removal  from  office.  Any  officer  appointed  by the Board of
Directors  may be removed at any time by the  affirmative  vote of a majority of
the board.  Any  vacancy  occurring  in any office of the  Corporation  shall be
filled by the Board of Directors.

     Section 4.3.  Chairman of the Board. The Chairman of the Board, if there be
one,  shall be a  director  and shall  preside at all  meetings  of the Board of
Directors and, in the absence or incapacity of the Chief  Executive  Officer and
the President,  meetings of the stockholders,  and shall, subject to the board's
direction   and   control,   be  the  board's   representative   and  medium  of
communication,  and shall have the general  powers and duties as are incident to
the office of Chairman of the Board of a corporation.

     Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there
be one, shall preside at all meetings of the stockholders and, in the absence or
incapacity of the Chairman of the Board, meetings of the Board of Directors. The
Chief Executive Officer shall from time to time report to the Board of Directors
all matters within his or her knowledge  which the interests of the  Corporation
may require be brought to their  notice.  Where the  offices of Chief  Executive
Officer and President  are held by different  individuals,  the  President  will
report directly to the Chief Executive Officer.

     Section 4.5. President.  The President shall be the chief operating officer
of the Corporation,  and shall have general and active  management and direction
of the affairs of the Corporation, shall have supervision of all departments and
of all officers of the Corporation, shall see that the orders and resolutions of
the Board of Directors,  or of any committee(s)  thereof, are carried fully into
effect,  and  shall  have the  general  powers  and  duties of  supervision  and
management as are incident to the office of President of a  corporation.  In the
absence or incapacity of the Chief Executive  Officer,  the President also shall
be the chief executive officer of the Corporation.

     Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties
as the Board of  Directors  shall from time to time  require.  In the absence or
incapacity  of the  President,  the Vice  President  designated  by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President shall exercise the powers and duties of the President.

     Section 4.7(a).  Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the stockholders of the Corporation,  and act as clerk
thereof, and record all votes and the minutes of all proceedings in a book to be
kept for that purpose,  shall record all written  business  transactions,  shall
perform like duties for the standing  committees  when required,  and shall have
the general  powers and duties as are  incident to the office of  Secretary of a
corporation.  The Secretary  shall give, or cause to be given,  proper notice of
all  meetings  of the  stockholders  and of the  Board of  Directors,  and shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including by the Chairman of the Board),  the Chief Executive  Officer,  or the
President. The Secretary shall have custody of the seal, if there be one, of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have  authority  to affix the same to any  instrument  requiring  it and when so
affixed,  it may  be  attested  by the  signature  of  the  Secretary  or by the
signature of any such  Assistant  Secretary.  (The Board of  Directors  may give
general  authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his/her  signature).  The Secretary shall see that all
books,  reports,  statements,  certificates  and  other  documents  and  records
required by statute to be kept or filed are properly kept or filed,  as the case
may be.

     Section 4.7(b). Assistant Secretaries.  At the request of the Secretary, or
in his or her absence or incapacity to act, the Assistant Secretary or, if there
be more than one, the Assistant  Secretary  designated by the  Secretary,  shall
perform the duties of the Secretary and when so acting shall have all the powers
of and be  subject  to all the  restrictions  of the  Secretary.  The  Assistant
Secretaries shall perform such other duties as may from time to time be assigned
to them by the Board of Directors  (including by the Chairman of the Board), the
Chief Executive Officer, the President, or the Secretary.

     Section 4.8. Treasurer. The Treasurer shall be the financial officer of the
Corporation, shall keep full and accurate accounts of all collections,  receipts
and  disbursements  in books  belonging to the  Corporation,  shall  deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation,  in  such  depositories  as  may be  designated  by  the  Board  of
Directors,  shall disburse the funds of the Corporation as may be ordered by the
Board of Directors (including by the Chairman of the Board), the Chief Executive
Officer, or the President,  taking proper vouchers therefor, and shall render to
the President,  the Chief Executive Officer,  the Chairman of the Board,  and/or
directors at any meeting of the board,  or whenever  they may require it, and to
the  annual  meeting  of  the  stockholders,  an  account  of  all  his  or  her
transactions as Treasurer and of the financial condition of the Corporation, and
shall  have the  general  powers  and  duties as are  incident  to the office of
Treasurer of a corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in a form and in such sum with surety as shall
be satisfactory to the Board of Directors for the faithful performance of his or
her duties as Treasurer and for the restoration to the Corporation,  in the case
of his or her death,  resignation,  retirement  or removal from  office,  of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession,  or under his or her control, and belonging to the Corporation.  The
Treasurer  shall  perform such other duties as may be prescribed by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President.

     Section  4.9.  Comptroller.  The  Comptroller  shall have  control over all
accounts  and  records of the  Corporation  pertaining  to  moneys,  properties,
materials and supplies,  and shall have executive direction over the bookkeeping
and  accounting  functions  and shall have the general  powers and duties as are
incident to the office of comptroller of a corporation.  The  Comptroller  shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including  by the  Chairman of the Board),  the Chief  Executive  Officer,  the
President, or a Vice President.

     Section 4.10. Other Officers. Such other officers of the Corporation as the
Board of Directors may appoint shall perform such duties and have such powers as
from time to time may be assigned to them by the board.  The Board of  Directors
may delegate to any other officer of the  Corporation  the power to appoint such
other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                  Capital Stock

     Section 5.1.  Form and  Execution of  Certificates.  The  certificates  for
shares  of the  capital  stock  of the  Corporation  shall  be of such  form and
content, not inconsistent with statute and the Certificate of Incorporation,  as
shall be  approved  by the  Board of  Directors.  Every  holder  of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation,  by (i)  either the  Chairman  of the  Board,  the Chief  Executive
Officer,  the President or a Vice President and (ii) by any one of the following
officers:  the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an
Assistant  Treasurer.  All certificates shall be consecutively  numbered in each
class  of  shares.  The  name  and  address  of the  person  owning  the  shares
represented  thereby,  with the number of shares and the date of issue, shall be
entered on the Corporation's books.

     Section 5.2. Signatures.  Any or all of the signatures on a certificate may
be a facsimile thereof. In case any officer, transfer agent or registrar who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he/she  were such  officer,  transfer  agent or  registrar  at the date of
issue.

     Section 5.3.  Lost  Certificates.  The Board of Directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate,  or his/her  legal  representative,  to advertise  the same in such
manner as the Board of Directors  shall require and/or to give the Corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

     Section  5.4.  Transfers.  The capital  stock of the  Corporation  shall be
transferable in the manner  provided by statute and in these By-Laws.  Transfers
of shares shall be made on the books of the Corporation only by the person named
in the certificate or by his/her  attorney  lawfully  constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled before a
new certificate shall be issued.

     Section 5.5.  Record Date. In order that the  Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any change,  conversion  or  exchange of stock,  or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty days nor less than ten days
before  the date of such  meeting,  nor more than  sixty days prior to any other
action.  A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by statute.

                                   ARTICLE VI

                                     Notices

     Section 6.1. Notices.  Whenever written notice is required by statute,  the
Certificate  of  Incorporation,  or these  By-Laws to be given to any  director,
member  of a  committee,  or  stockholder,  such  notice  may be  given by mail,
addressed to each such person,  at his/her  address as it appears on the records
of the  Corporation,  with  postage  thereon  prepaid,  and such notice shall be
deemed to be given at the time when the same  shall be  deposited  in the United
States mail,  or as otherwise  provided by statute.  Written  notice may also be
given personally or by telegram, telex or cable.

     Section 6.2. Waivers of Notice. Whenever any notice is required by statute,
the Certificate of Incorporation,  or these By-Laws to be given to any director,
member of a committee,  or stockholder,  a waiver thereof in writing,  signed by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               General Provisions

     Section  7.1.   Dividends.   Dividends   upon  the  capital  stock  of  the
Corporation,   subject  to  any  provision   imposed  by  the   Certificate   of
Incorporation,  may be  declared  by the Board of  Directors  at any  regular or
special  meeting,  or by written consent to the action of the board without such
meeting(s),  and may be paid in cash,  in property,  or in shares of the capital
stock.  Before payment of any dividend,  there may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its  absolute  discretion,  deems  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

     Section  7.2.  Disbursements.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

     Section  7.3.  Voting  Securities  Owned  by  the  Corporation.  Powers  of
attorney,  proxies, waivers of notice of meeting, consents and other instruments
relating to securities  owned by the  Corporation may be executed in the name of
and on behalf of the Corporation by the Chief Executive Officer,  the President,
any Vice  President,  the Secretary,  or any Assistant  Secretary,  and any such
officer  may,  in the name of and on  behalf of the  Corporation,  take all such
action as any such  officer may deem  advisable to vote in person or by proxy at
any meeting of security  holders of any corporation in which the Corporation may
own  securities  and at any such meeting  shall possess and may exercise any and
all rights and power incident to the ownership of such  securities and which, as
the owner  thereof,  the  Corporation  might have  exercised  and  possessed  if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.

     Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December each year.

     Section 7.5.  Corporate Seal. The seal of the Corporation (if there be one)
shall  have  inscribed  thereon  the  name of the  Corporation,  the year of its
incorporation,  the words  "Corporate  Seal" and "Delaware",  and any such other
emblem or device as approved by the Board of Directors.  The seal may be used by
causing it or a  facsimile  thereof to be  impressed  or affixed or in any other
manner reproduced.

                                  ARTICLE VIII

                                 Indemnification

     Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than
Those By or in the Right of the  Corporation.  Subject  to  Section  8.3 of this
Article VIII, the  Corporation  shall indemnify any person who was or is a party
to or is threatened to be made a party to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of  the  fact  that  he/she  is or  was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and  reasonably  incurred by him/her in
connection with such action,  suit or proceeding,  if he/she acted in good faith
and in a manner he/she  reasonably  believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he/she  reasonably  believed  to be in or not opposed to the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

     Section 8.2.  Power to Indemnify in Actions,  Suits or Proceedings By or in
the Right of the  Corporation.  Subject to Section 8.3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that  he/she is or was a director or officer of the  Corporation,  or is or
was a  director  or  officer of the  Corporation  serving at the  request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in  connection  with the defense or settlement of such action or suit if
he/she acted in good faith and in a manner he/she  reasonably  believed to be in
or not  opposed  to the  best  interests  of the  Corporation;  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the  performance  of his/her duty to the  Corporation,  unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     Section 8.3.  Authorization of Indemnification.  Any indemnification  under
this Article VIII (unless  ordered by a court) shall be made by the  Corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he/she has met the  applicable  standard of conduct set forth in Section
8.1 or Section 8.2 of this Article VIII, as the case may be. Such  determination
shall  be made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not  obtainable,  or, even if obtainable a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iii) by the stockholders.  To the extent,  however, that a director
or officer of the  Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding  described above, or in defense of any
claim,  issue or matter therein,  he/she shall be indemnified  against  expenses
(including  attorneys'  fees)  actually  and  reasonably  incurred by him/her in
connection  therewith,  without the necessity of  authorization  in the specific
case.

          Any  determination   made  by  the   disinterested   directors  or  by
     independent legal counsel under this section shall be promptly communicated
     to the person  who  threatened  or brought  the action or suit by or in the
     right of the  Corporation  under  Section 8.1 and 8.2 of this Article VIII,
     and, within ten days after receipt of such notification, such persons shall
     have the right to petition the court (at courts'  discretion) in which such
     action  or  suit  was  brought  to  review  the   reasonableness   of  such
     determination.

     Section 8.4. Good Faith Defined.  For purposes of any  determination  under
Section 8.3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner he/she reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  or, with respect to any criminal  action or
proceeding,  to have had no  reasonable  cause to believe  his/her  conduct  was
unlawful,  if his/her  action is based on the records or books of account of the
Corporation or another enterprise,  or on information supplied to him/her by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the  Corporation or another  enterprise or
on  information  or records given or reports made to the  Corporation or another
enterprise by an independent certified public accountant,  or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise. The term "another enterprise" as used in this Section 8.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the Corporation as a director,  officer, employee or agent. The provisions of
this  Section 8.4 shall not be deemed to be exclusive or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Sections  8.1 or 8.2 of this Article  VIII,  as
the case may be.

     Section  8.5.  Indemnification  by a Court.  Notwithstanding  any  contrary
determination  in the specific case under Section 8.3 of this Article VIII,  and
notwithstanding  the absence of any  determination  thereunder,  any director or
officer  may  apply  to any  court of  competent  jurisdiction  in the  State of
Delaware for indemnification to the extent otherwise  permissible under Sections
8.1 and 8.2 of this Article VIII. The basis of such  indemnification  by a court
shall be a determination by such court that  indemnification  of the director or
officer is proper in the  circumstances  because  he/she has met the  applicable
standards of conduct set forth in Sections 8.1 or 8.2 of this Article  VIII,  as
the case may be.  Neither a contrary  determination  in the specific  case under
Section 8.3 of this Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or  officer  seeking  indemnification  has not met any  applicable  standard  of
conduct. Notice of any application for indemnification  pursuant to this Section
8.5  shall  be  given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director or officer seeking
indemnification  shall also be entitled  to be paid the  expense of  prosecuting
such application.

     Section 8.6.  Expenses Payable in Advance.  Expenses incurred by a director
or officer in defending or investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he/she is not entitled to be indemnified by the  Corporation
as authorized in this Article VIII.

     Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses.
The  indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any other provision of these By-Laws, or similarly entitled under any agreement,
contract,  vote of stockholders or disinterested  directors,  or pursuant to the
direction  (howsoever  embodied)  of any  court  of  competent  jurisdiction  or
otherwise,  both as to action in his/her  official  capacity and as to action in
another  capacity  while  holding  such  office,  it  being  the  policy  of the
Corporation that  indemnification  of the persons  specified in Sections 8.1 and
8.2 of this  Article  VIII  shall be made to the  fullest  extent  permitted  by
statute. The provisions of this Article VIII shall not be deemed to preclude the
indemnification  of any person who is not  specified  in Sections  8.1 or 8.2 of
this Article  VIII,  but whom the  Corporation  has the power or  obligation  to
indemnify  under  the  provisions  of  statute  of the  State  of  Delaware,  or
otherwise.

     Section 8.8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the  Corporation,
or is or was a director or officer of the Corporation  serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  against any  liability  asserted  against  him/her  and  incurred by
him/her in any such capacity,  or arising out of his/her status as such, whether
or not the  Corporation  would  have the power or the  obligation  to  indemnify
him/her against such liability under the provisions of this Article VIII.

     Section  8.9.  Certain  Definitions.  For  purposes of this  Article  VIII,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such  constituent  corporation,  or is or was a  director  or  officer  of  such
constituent  corporation serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article VIII with respect to the
resulting  or  surviving  corporation  as he/she would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the  request of the  Corporation"  shall  include  any service as a director,
officer,  employee  or agent of the  Corporation  which  imposes  duties  on, or
involves  services  by,  such  director or officer  with  respect to an employee
benefit plan, its participants or beneficiaries;  and a person who acted in good
faith and in a manner he/she reasonably  believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to  have  acted  in  a  manner  "not  opposed  to  the  best  interests  of  the
Corporation", as referred to in this Article VIII.

     Section 8.10. Survival of Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     Section  8.11.  Limitation  on  Indemnification.  Notwithstanding  anything
contained  in this  Article  VIII to the  contrary,  except for  proceedings  to
enforce  rights to  indemnification  (which  shall be  governed  by Section  8.5
hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

          The Corporation shall indemnify a director who was wholly  successful,
     on merits or otherwise,  in the defense of any  proceedings to which he/she
     was a party  because  he/she  was a  director  of the  Corporation  against
     reasonable expenses incurred by him/her in connection with the proceeding.

     Section 8.12. Indemnification of Employees and Agents. The Corporation may,
to the extent  authorized  from time to time by the Board of Directors,  provide
rights to  indemnification  and to the  advancement of expenses to employees and
agents of the  Corporation,  similar to those  conferred in this Article VIII to
directors and officers of the Corporation.

                                   ARTICLE IX

                                   Amendments

     Section 9.1. Amendments. These By-Laws may be altered, amended or repealed,
in whole or in part, or new By-Laws may be adopted:  (i) by the affirmative vote
of a majority of the  holders of record of the  outstanding  shares  entitled to
vote thereon, or by the written consent of the holders of record of a two-thirds
majority of the  outstanding  shares  entitled to vote  thereon,  except as such
alteration,  amendment  or  repeal  by  any  vote  or  written  consent  of  the
stockholders is otherwise expressly prohibited by statute; or (ii) by a majority
vote of the Board of Directors,  or by unanimous  written  consent of the board,
except  as such  alteration,  amendment  or  repeal by any vote or action of the
board is otherwise expressly prohibited by statute.

                                    ARTICLE X

                                Emergency By-Laws

     Section 10.1.  Emergency By-Laws.  The Emergency By-Laws shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United  States or on a locality  in which the  Corporation
conducts its business or customarily holds meetings of its Board of Directors or
its  stockholders,  or during  any  nuclear  or atomic  disaster,  or during the
existence of any catastrophe,  or similar  emergency  condition,  as a result of
which a quorum of the Board of Directors or a standing  committee thereof cannot
readily be convened for action, notwithstanding any provision to the contrary in
the preceding By-Laws,  in the Certificate of Incorporation,  or in the statute.
To the extent not  inconsistent  with the  provisions of this Section 10.1,  the
By-Laws of the Corporation shall remain in effect during any emergency, and upon
its  termination,  the  Emergency  By-Laws  shall  cease  to be  operative.  Any
amendments  to  these  Emergency  By-Laws  may  make any  further  or  different
provision  that may be  practical  and  necessary  for the  circumstance  of the
emergency.

          During any such emergency:  (A) a meeting of the Board of Directors or
     a  committee  thereof  may be  called by any  officer  or  director  of the
     Corporation. Notice of the time and place of the meeting or conference call
     shall be given by the person  calling the meeting to such of the  directors
     as it may be feasible to reach by any means of  communication.  Such notice
     shall be given at such time in  advance  of the  meeting  as  circumstances
     permit in the judgment of the person calling the meeting;  (B) the director
     or directors in attendance at the meeting  shall  constitute a quorum;  (C)
     the officers or other persons designated on a list approved by the Board of
     Directors  before the emergency,  all in such order of priority and subject
     to such  conditions and for such period of time (not longer than reasonably
     necessary after the termination of the emergency) as may be provided in the
     resolution  approving the list,  shall, to the extent required to provide a
     quorum at any meeting of the Board of  Directors,  be deemed the  directors
     for such meeting;  (D) the Board of Directors,  either before or during any
     such  emergency,  may  provide,  and  from  time to time  modify,  lines of
     succession  in the event that during such  emergency any or all officers or
     agents of the  Corporation  shall for any reason be rendered  incapable  of
     discharging  their  duties;  (E) the Board of  Directors,  either before or
     during any such emergency, may, effective in the emergency, change the head
     office or designate  several  alternative head offices or regional offices,
     or  authorize  the  officers  so to do; and (F) to the extent  required  to
     constitute a quorum at any meeting of the Board of Directors during such an
     emergency, the officers of the Corporation who are present shall be deemed,
     in order of rank  and  within  the  same  rank in order of  seniority,  the
     directors for such meeting.

          No  officer,  director  or  employee  acting  in  accordance  with any
     provision of these  Emergency  By-Laws  shall be liable  except for willful
     misconduct.

          These Emergency  By-Laws shall be subject to alteration,  amendment or
     repeal by the further  actions of the Board of Directors or stockholders of
     the Corporation.

EX-99

STATEMENT OF INCORPORATION WITH RESPECT TO

COPPERBELT ENERGY CORPORATION PLC

1. Copperbelt Energy Corporation PLC (hereinafter referred to as “the Company”) is a public limited company organised under the laws of the Republic of Zambia having its registered office at Headquarters 23^rd Avenue PO Box 20819 Kitwe Zambia under company registration number 39070. The Company was incorporated by Certificate of Incorporation given under the hand of the Registrar of Companies, Republic of Zambia, in Lusaka on 19^th day of September 1997.

2. According to the registration of the Company at the Companies Registry, the Articles of Association of the Company were last amended by Special Resolution passed on December 3, 1997 by which the share capital of the Company was divided into ten million (10,000,000) Shares with a par value of one US cent (1 US cent) each and one (1) Special Share of one US dollar (US$ 1.00). The Articles of Association have not been amended since.

3. The activities of the Company are not restricted by an objects provision in the Articles of Association. The Articles of Association do, however, contain provisions requiring defined approvals to be obtained with respect to certain activities referred to in the Articles.

4. According to the registration of the Company at the Companies Registry, the following are directors of the Company:

Katai Kachasa,
John Patterson
Ian Burgwin
Andrew Chapman
Steven Marshall
John Bryant
Andrew Turk
Vladimir Prerad
Charles Milupi of 69 Gasti Avenue, Mufulira, Zambia
of ZCCM, Mukuba Pension House, Lusaka, Zambia
of CEC Guest House, Kitwe, Zambia
of CEC Guest House, Kitwe, Zambia
of The Grange, Balsall Common, United Kingdom
of Home Park, Wimbledon, United Kingdom
of Sambourne, Warwickshire United Kingdom
of Country Club Dri. Cincinnati, OH, United States of America
of Mimosa Lane, Power Village, Nkana East, Kitwe, Zambia

The information given in this Statement of Incorporation is correct as at January 1, 1999.

Andrew Chapman
Secretary

EX-99

TRIGEN-CINERGY SOLUTIONS OF ASHTABULA LLC

LIMITED LIABILITY COMPANY AGREEMENT

DATED AS OF APRIL 21, 1999

TABLE OF CONTENTS

ARTICLE I ORGANIZATION.........................................................2

   Section 1.1.   Name.........................................................2
   Section 1.2.   Term.........................................................2
   Section 1.3.   Registered Agent and Office..................................2
   Section 1.4.   Principal Places of Business.................................2
   Section 1.5.   Qualifications in Other Jurisdictions........................2
   Section 1.6.   Fiscal Year..................................................2

ARTICLE II PURPOSE AND POWERS..................................................3

   Section 2.1.   Purpose of the Company.......................................3
   Section 2.2.   Powers of the Company........................................3

ARTICLE III MEMBERS............................................................3

   Section 3.1.   Members......................................................3
   Section 3.2.   Powers of Members............................................3
   Section 3.3.   Meetings of Members..........................................3
   Section 3.4.   Member Representations.......................................4

ARTICLE IV MANAGEMENT..........................................................5

   Section 4.1.   The Board of Managers........................................5
   Section 4.2.   Notice.......................................................5
   Section 4.3.   Meetings; Electronic Communications..........................6
   Section 4.4.   Quorum and Voting............................................6
   Section 4.5.   Action Without a Meeting.....................................6
   Section 4.6.   Delegation of Powers.........................................6
   Section 4.7.   Executive Committee..........................................6
   Section 4.8.   Chairperson and Vice Chairperson.............................7
   Section 4.9.   Officers.....................................................7
   Section 4.10. Matters for Board Determination...............................9

ARTICLE V DEADLOCK RESOLUTION..................................................9

   Section 5.1.  Deadlocks.....................................................9
   Section 5.2.  Resolution Mechanism..........................................9

ARTICLE VI SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS,
           MATERIAL APPROVALS, ETC............................................10

   Section 6.1.  Initial Operations; Service Arrangements.....................10
   Section 6.2.  Budget; Capitalization; Material Approvals...................11
   Section 6.3.  Status of Capital Contributions..............................11
   Section 6.4.  Capital Accounts.............................................12
   Section 6.5.  Advances.....................................................12
   Section 6.6.  Negative Capital Accounts....................................12

ARTICLE VII ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING........................12

   Section 7.1.  Allocations of Net Profit and Net Loss.......................12
   Section 7.2.  Distributions................................................13
   Section 7.3.  Limitations on Distribution..................................13
   Section 7.4.  Withholding Taxes............................................13

ARTICLE VII TAX MATTERS.......................................................14

   Section 8.1.  Tax Matters..................................................14
   Section 8.2.  Taxation as Partnership......................................14

ARTICLE IX BANKING; ACCOUNTING; BOOKS AND RECORDS.............................14

   Section 9.1.  Banking......................................................14
   Section 9.2.  Maintenance of Books and Records; Accounts
                        and Accounting Method.................................14
   Section 9.3.  Financial Statements.........................................14
   Section 9.4.  Additional Information.......................................15
   Section 9.5.  Minutes of Meetings..........................................15

ARTICLE X LIABILITY, EXCULPATION AND INDEMNIFICATION..........................15

   Section 10.1.  Liability...................................................15
   Section 10.2.  Exculpation.................................................15
   Section 10.3.  Indemnification.............................................16

ARTICLE XI TRANSFER OF INTERESTS..............................................18

   Section 11.1.  Personal Property; Consent for Transfers....................18
   Section 11.2.  Issue and Replacement of Certificates.......................19
   Section 11.3  Interest Certificate Legend..................................19

ARTICLE XII DISSOLUTION AND TERMINATION OF THE COMPANY........................19

   Section 12.1.  Dissolution.................................................19
   Section 12.2.  Liquidation.................................................19
   Section 12.3.  Time for Liquidation, etc...................................20
   Section 12.4.  Claims of the Members.......................................20

ARTICLE XIII CERTAIN DEFINITIONS..............................................20

   Section 13.1.  Definitions.................................................20

ARTICLE XIV MISCELLANEOUS PROVISIONS..........................................22

   Section 14.1.    Amendments Generally......................................22
   Section 14.2.    Entire Agreement..........................................22
   Section 14.3.    Notices...................................................22
   Section 14.4.    Table of Contents and Headings............................23
   Section 14.5.    Assignment................................................23
   Section 14.6.    Severability..............................................23
   Section 14.7.    Extension; Waiver.........................................24
   Section 14.8.    Governing Law.............................................24
   Section 14.9.    Names and Logos...........................................24
   Section 14.10.  Further Actions............................................24
   Section 14.11.  Counterparts...............................................24

LIST OF ATTACHMENTS


Schedule 1     -     Interest Percentages, Etc.

Schedule 2     -     Matters Requiring Action of the board of Managers of the Company

                             INDEX OF DEFINED TERMS

TERM                                                                   SECTION NUMBER

1935 Act                                                                    5.2(b)(i)
Acceptance Date                                                             5.2(b)(i)
Affiliate                                                                        13.1
Agreement                                                                    Preamble
Applicable Interest                                                         5.2(b)(i)
Board of Managers                                                                 3.2
Business Day                                                                     13.1
Capital Account                                                                  13.1
Capital Contribution                                                             13.1
Certificate                                                                       1.2
Cinergy Solutions Managers                                                     4.1(c)
Cinergy Solutions Service Agreement                                               6.1
Cinergy Solutions                                                            Preamble
Claims                                                                        10.3(a)
Code                                                                             13.1
Company                                                                      Preamble
Covered Person                                                                   13.1
Damages                                                                       10.3(a)
Deadlock                                                                          5.1
Delaware Act                                                                 Recitals
Disabling Conduct                                                                13.1
Executive Committee                                                               4.7
First Offer                                                                   11.1(b)
First Offer Price                                                             11.1(b)
Fiscal Year                                                                       1.6

Interest                                                                         13.1
Interest Percentage                                                              13.1
HSR Act                                                                        6.2(c)
Joint Venture Agreement                                                      Recitals
Lien                                                                        5.2(b)(i)
Liquidating Trustee                                                              12.1
Manager                                                                          13.1
Material Approvals                                                             6.2(c)
Member                                                                 Recitals, 13.1
Members                                                                      Recitals
Net Loss                                                                         13.1
Net Profit                                                                       13.1
Offeree                                                                     5.2(b)(i)
Offered Interest                                                              11.1(b)

Millennium Project                                                           Recitals

Person                                                                           13.1
Proceeding                                                                    10.3(a)
Proponent                                                                      5.1(i)
Proposal                                                                       5.1(i)
Regulatory Approval                                                         5.2(b)(i)
SEC                                                                            6.2(c)
Second Member                                                                 11.1(b)
Selling Member                                                                11.1(b)
Settlement Date                                                             5.2(b)(i)
Service Arrangements                                                              6.1
Subsidiary or Subsidiaries                                                       13.1
Tax Matters Partner                                                               8.1
Transfer                                                                      11.1(a)
Treasury Regulations                                                             13.1
Trigen Solutions                                                             Preamble
Trigen Solutions Managers                                                      4.1(c)
Trigen Solutions Service Agreement                                                6.1

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRIGEN-CINERGY SOLUTIONS OF ASHTABULA LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Trigen-Cinergy Solutions of Ashtabula LLC, a Delaware limited liability company (the “Company”), dated as of April 21, 1999, by and between Cinergy Solutions, Inc., a Delaware corporation (“Cinergy Solutions”), and Trigen Solutions, Inc., a Delaware corporation (“Trigen Solutions”), certain capitalized terms used herein without definition having the meanings specified in Section 13.1;

W I T N E S S E T H

        WHEREAS, Cinergy Solutions and Trigen Solutions have been engaged in discussions with Millennium Inorganic Chemicals, Inc. (“Customer”) concerning the Company operating Customer’s existing energy facilities and installing, operating and maintaining additional facilities, including a cogeneration facility, located at the Customer’s plant in Ashtabula, Ohio (the “Millennium Project”);

        WHEREAS, pursuant to those discussions, and to assist in implementing and performing the Millennium Project, Cinergy Solutions and Trigen Solutions have formed the Company under the Delaware Limited Liability Company Act (the “Delaware Act”);

        WHEREAS, as contemplated by the Delaware Act, Cinergy Solutions and Trigen Solutions, as the sole initial members of the Company (each in such capacity, a “Member”), are entering into this Agreement to govern the affairs of the Company and the conduct of its business;

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

ARTICLE I
ORGANIZATION

        Section 1.1. Name.

        The name of the Company is “Trigen-Cinergy Solutions of Ashtabula LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Company.

        Section 1.2. Term.

        The existence of the Company commenced on April 21, 1999, the date of the filing of the Certificate of Formation (the “Certificate”) with the office of the Secretary of State of the State of Delaware, and shall continue until the Company is dissolved in accordance with the provisions of this Agreement.

        Section 1.3. Registered Agent and Office.

        The registered office of the Company in Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware. At any time, the Company may designate another registered agent and/or registered office. The registered agent for service of process on the Company in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware.

        Section 1.4. Principal Places of Business.

        The principal places of business of the Company shall be at One Water Street, White Plains, NY 10601 and 139 E. Fourth Street, Cincinnati, Ohio 45202. Upon agreement of its Members, the Company may change the location of the Company’s principal place of business.

        Section 1.5. Qualifications in Other Jurisdictions.

        The Company shall be qualified or registered to do business in Ohio and in such other jurisdictions, if any, in which the Company transacts business and in which such qualification or registration is required by law or deemed advisable by the Company. The Secretary of the Company, as an authorized person within the meaning of the Delaware Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any such jurisdiction.

        Section 1.6. Fiscal Year.

        The fiscal year of the Company (the “Fiscal Year”) shall end on the 31^st day of December in each year. The Company shall have the same fiscal year for income tax and for financial and accounting purposes.

ARTICLE II
PURPOSE AND POWERS

        Section 2.1. Purpose of the Company.

        The purpose of the Company is to participate in the Millennium Project in accordance with the terms of the Operation and Maintenance Agreement with Customer and related agreements, and any other purpose decided upon by the Board of Managers of the Company by unanimous vote.

        Section 2.2. Powers of the Company.

        Subject to the terms and conditions of this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1.

ARTICLE III
MEMBERS

        Section 3.1. Members.

        The name, initial Capital Contributions and initial Interest Percentage of each Member are listed on Schedule 1 attached hereto. The Company shall be required to update Schedule 1 from time to time as necessary to reflect accurately the information therein. Any reference in this Agreement to Schedule 1 shall be deemed to be a reference to Schedule 1 as amended and in effect from time to time.

        Section 3.2. Powers of Members.

        Except as otherwise provided herein, the Members shall have no power to transact any business in the Company’s name nor have the power to sign documents for or otherwise bind the Company. Additional Members may only be added to the Company upon the unanimous consent of existing Members and otherwise in compliance with Article XI hereof. Subject to the provisions of the Delaware Act, the Certificate and this Agreement, the Members hereby delegate any or all such powers to the Board of Managers of the Company (the “Board of Managers”) to carry out the business affairs of the Company on the Members’ behalf. Any power not reserved to the Members or delegated to the officers shall remain with the Board of Managers. The Board of Managers shall be appointed in accordance with the provisions of Article IV.

        Section 3.3. Meetings of Members.

    (a)        Annual Meeting. An annual meeting of the Members shall be held once a year on such date as the Board of Managers shall designate.

    (b)        Special Meetings. Special meetings of the Members, for any purpose or purposes, may be called by the Board of Managers or at the request of any Member. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice, unless otherwise agreed by the Members attending the meeting.

    (c)        Place of Meeting. All meetings of Members shall be held at such place within or without the State of Delaware as the Board of Managers shall designate.

    (d)        Notice of Meetings. Notice of all meetings of Members, stating the time, place and purpose of the meeting, shall be given at least two (2) days and not more than sixty (60) days before the meeting. Any adjourned meeting may be held as adjourned without further notice, provided that any adjourned session or sessions are held within sixty (60) days after the date set for the original meeting. No notice need be given to any Member if a written waiver of notice, executed before or after the meeting by such Member or his representative thereunto duly authorized, is filed with the records of the meeting, or to any Member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

    (e)        Quorum and Voting. The presence of at least one duly authorized representative of each Member shall constitute a quorum for purposes of transacting business at any meeting of Members. Except as otherwise provided by this Agreement, any question brought before any meeting shall be decided by the Members who, at the time in question and in the aggregate, hold, or hold proxies with respect to, one hundred percent (100%) of Interest Percentages. Interests of Members may be voted in person or by proxy.

    (f)        Electronic Communications. Members may participate in any meeting of Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

    (g)        Actions of Members Without a Meeting. Any action required to be taken at any meeting of Members or otherwise, or any action which may be taken at any meeting of Members or otherwise, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Members having one hundred percent (100%) of the Interest Percentages. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

        Section 3.4. Member Representations.

    (a)        Each Member represents and warrants to the other and the Company that (i) its Interest has been acquired for its own account, for investment, and not with an intent or a present view to participating, directly or indirectly, in or for the resale in connection with any distribution (as interpreted under any applicable law) thereof, nor with any present intention of dividing its participation, distribution, reselling, assigning or otherwise disposing of all or part of such Interest, and (ii) it will not make or offer to make a transfer of its Interest in violation of the Securities Act of 1933, as amended, or any other applicable Federal or state securities laws.

    (b)        Each Member represents and warrants to the other Members and the Company that this Agreement has been duly authorized, executed and delivered on behalf of such Member and is the legal, valid and binding obligation of such Member, enforceable against it in accordance with its terms.

ARTICLE IV
MANAGEMENT

        Section 4.1. The Board of Managers.

    (a)        General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by or under the direction of the Board of Managers. Other than rights and powers expressly reserved to Members by this Agreement of the Delaware Act, the Board of Managers shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein.

    (b)        Duties. The Board of Managers shall be obligated to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. A Manager shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

    (c)        Board Composition; Removal and Vacancies. Cinergy Solutions shall be entitled to designate one-half of the Managers to the Board of Managers and Trigen Solutions shall be entitled to designate the remaining half of the Managers to the Board of Managers. Those Managers designated to the Board of Managers by Cinergy Solutions are referred to herein as the “Cinergy Solutions Managers” and those Managers designated to the Board of Managers by Trigen Solutions are referred to herein as the “Trigen Solutions Managers”. Each Manager shall serve until his or her removal, resignation, death or retirement. Each Member shall vote all of its Interest and shall take all other action necessary or desirable within its control (including, without limitation, attendance at meetings in person or by proxy and execution of written consents in lieu of meetings), so that the designees of the other Member are duly elected to the Board of Managers. Upon the removal, resignation, death or retirement of a Manager, or vacation of office by any Manager for any reason, his or her successor shall be nominated and elected by the same Member as originally proposed by the former Manager. Any successor so elected shall retain his or her office during such time only as the former Manager was entitled to retain the same. Trigen Solutions shall have the exclusive right to remove any Trigen Solutions Manager at any time and for any reason whatsoever and to fill the vacancy of the Trigen Solutions Managers, and Cinergy Solutions shall have the exclusive right to remove any Cinergy Solutions Manager at any time and for any reason whatsoever and to fill the vacancy of the Cinergy Solutions Managers.

    (d)        Restrictions on the Board. The Board of Managers shall not: (i) do any act in contravention of any applicable law or regulation, or provision of this Agreement; (ii) possess Company property for other than a Company purpose; or (iii) admit any new Members without the unanimous consent of existing Members or without compliance with Article XI hereof.

        Section 4.2. Notice.

        Meetings of the Board of Managers may be held at such places and at such times as the Board of Managers may from time to time determine and, if so determined by a quorum of the Board of Managers, no advance notice of meeting need be given. Any three (3) Managers may at any time call a meeting of the Board of Managers. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified, prepaid first class, mail, or by fax or cable, upon each member of the Board of Managers and shall be given at least twenty-four (24) hours prior to the time of the meeting. No notice need be given to any Manager if a written waiver of notice, executed before or after the meeting by such Manager thereunto duly authorized, is filed with the records of the meeting, or to any Manager who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

        Section 4.3. Meetings; Electronic Communications.

        Regular meetings of the Board of Managers shall be held on such dates as the Board of Managers shall agree but not less frequently than once in each fiscal year of the Company. Members of the Board of Managers, or of any committee designated by the board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 4.4. Quorum and Voting.

        A majority of the Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers, provided, that at least one Cinergy Solutions Manager and one Trigen Solutions Manager are present. Action by the Board of Managers must be authorized by the unanimous vote of the Managers present at the meeting.

        Section 4.5. Action Without a Meeting.

        Any action which is required to be, or which may be, taken at any annual, regular or special meeting of the Board of Managers or otherwise, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the Managers in office. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

        Section 4.6. Delegation of Powers.

        Subject to any limitation set forth in the Delaware Act, the Board of Managers may delegate any of its powers to committees or to officers consisting of persons who may or may not be Managers. Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the Board of Managers.

        Section 4.7. Executive Committee.

        The Board of Managers shall have an Executive Committee consisting of two (2) Managers, one Cinergy Solutions Manager and one Trigen Solutions Manager (the “Executive Committee”). Actions of the Executive Committee shall require unanimous consent of both Managers. Meetings of the Executive Committee may be called by any member thereof upon twenty-four (24) hours’ prior notice. The Executive Committee shall be empowered to act on such matters as may be from time to time delegated to it by the Board of Managers and in accordance with the terms and conditions of any such delegation.

        Section 4.8. Chairperson and Vice Chairperson.

        The Board of Managers shall designate one of its members as the Chairperson and another as the Vice Chairperson. The Cinergy Managers shall have the right to designate the Chairperson serving for a three-year term from the formation of the Company. The next Chairperson shall be designated by the Trigen Solutions Managers and shall serve for a term of three (3) years, with the position thereafter alternating for three-year terms between the designees of each of the Cinergy Managers and the Trigen Solutions Managers. A Vice Chairperson shall be designated by the Managers whose designee is not serving as the Chairperson. Neither the Chairperson nor the Vice Chairperson shall have any additional or special voting rights and either may be replaced at any time during his or her term by the Managers by whom initially designated. The Chairperson shall preside over all meetings of the Board of Managers. In the absence of the Chairperson, the Vice Chairperson shall preside over a meeting of the Board of Managers. The Chairperson and Vice Chairperson shall have such other authority and perform such duties as the Board of Manages may determine in its sole discretion.

        Section 4.9. Officers.

    (a)        General. Annually, for the initial three-year period from the formation of the Company, the Trigen Solutions Managers shall have the right to appoint the President/Chief Executive Officer of the Company, subject to the prior consent of Cinergy Solutions (which consent shall not be unreasonably withheld). Annually, for the initial three-year period from the formation of the Company, the Cinergy Solutions Managers shall have the right to appoint each of the Executive Vice President/Chief Operating Officer and the Secretary of the Company, subject to the prior consent of Trigen Solutions (which consent shall not be unreasonably withheld). Upon completion of the initial three-year period, the Board of Managers shall determine whether to continue such officer-appointment procedure or adopt another procedure.

    (b)        Election, Term of Office, Qualifications, and Compensation. Except as provided in Section 4.9(a), the officers shall be appointed by the Board of Managers. Except as provided in paragraphs (c) or (d) of this Section 4.9, each Officer shall hold office until his or her successor shall have been chosen and qualified. Any two (2) offices, except those of the Chief Executive Officer, the Chief Operating Officer and the Secretary, may be held by the same Person, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law or this Agreement to be executed, acknowledged or verified by any two (2) or more officers.

    (c)        Resignations and Removals. Any Officer may resign his or her office at any time by delivering a written resignation to the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Except as set forth in Section 4.9(a), any Officer may be removed from office with or without cause by the Board of Managers.

    (d)        Vacancies and Newly Created Offices. Except as set forth in Section 4.9(a), if any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the Board of Managers.

    (e)        Conduct of Business. Subject to the provisions of the Certificate and this Agreement (including without limitation Section 6.1), the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with the Certificate and this Agreement, and with directions which may be given from time to time by the Board of Manages.

    (f)        Chief Executive Officer. Subject to the further directive of the Board of Managers, the Chief Executive Officer shall have general and active management of the business of the Company subject to the supervision of the Board of Managers, shall see that all orders and resolutions of the Board of Managers are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (g)        Chief Operating Officer. The Chief Operating Officer shall have such authority and perform such duties as the Board of Managers may determine in its sole discretion.

    (h)        The Secretary. The Secretary shall attend all meetings of the Members and the Board of Managers and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members or the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers or the Chief Executive Officer, under whose supervision the Secretary shall be. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

    (i)        Other Officers. The Board of Managers from time to time may appoint such other subordinate officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Managers may determine in its sole discretion. The Board of Managers from time to time may delegate to one or more offices or agents the power to appoint any such subordinate officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (j)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.10. Matters for Board Determination.

        Notwithstanding anything to the contrary contained in this Agreement, the Company shall not take any action with respect to matters identified on Schedule 2 hereto without first obtaining the approval of the Board of Managers.

ARTICLE V
DEADLOCK RESOLUTION

        Section 5.1. Deadlocks.

        A “Deadlock” shall be a fundamental breakdown in the relationship between the parties as evidenced by the sequence of events described below.

    (a)        A Member or a Manager (the “Proponent”), advances a proposal (the “Proposal”) for consideration at a meeting of the Board of Managers or Members of the Company; and

    (b)        Prior to the meeting at which the Proposal is advanced, the Proponent notifies the Board of Managers and/or Members that it considers the Proposal to be essential to the continuance of the Proponent’s investment in the Company, specifying the reasons therefore; and

    (c)        The Proposal is not approved at that meeting (as a result of either a rejection thereof or a failure to consider it) or the meeting is canceled by reason of a lack of a quorum resulting from the non-attendance of the non-Proponent Member’s designees, at which time a Deadlock will be deemed to have occurred.

        Section 5.2. Resolution Mechanism.

    (a)        Upon the occurrence of a Deadlock, the Proponent may cause the Proposal and the Deadlock to be referred to the Chief Executive Officers of the ultimate U.S. parent company of each of their respective Affiliated group of companies (i.e., Trigen Solutions Energy Corporation, a Delaware corporation, in the case of Trigen Solutions and Cinergy Corp., a Delaware corporation, in the case of Cinergy Solutions). If such Chief Executive Officers are unable to resolve the Deadlock within ten (10) business days thereafter, then (but only then) the provisions of Section 5.2(b) shall apply; provided, however, that the provisions of Section 5.2(b) shall not apply until the first anniversary of the formation of the Company, unless a failure to act by the Company would result in a breach of a material agreement to which the Company is a party or violate any applicable legal or regulatory requirement.

    (b)        (i) Within thirty (30) days after the expiration of the ten (10) business-day period referred to in paragraph (a) above, the Proponent may offer to purchase (“Purchase Offer”) all (but not less than all) of the Interests and any indebtedness of the Company (collectively the “Applicable Interest”) owned by the other Member (“Offeree”), specifying (x) the aggregate price to be paid for the Applicable Interest (which aggregate price shall specify separately the price placed by the Proponent on each component of the Applicable Interest and be payable only in cash_ and other terms and conditions of the Purchase Offer, (y) a date by which the Purchase Offer must be accepted (which may not be less than thirty (30) days nor more than sixty (60) days after the date the Purchase Offer is made) (the “Acceptance Date”) and (z) a proposed settlement date (the “Settlement Date”) therefor (which may not be less than thirty (30) days nor more than sixty (60) days after the specified Acceptance Date). The foregoing notwithstanding, the Settlement Date may be extended by either member by written notice to the other Member to the extent reasonably required to accommodate (i) any necessary approval or non-objection by or filing with any governmental or regulatory authority (each, a “Regulatory Approval”) including, without limitation, under the Public Utility Holding Company Act of 1935 (the “1935 Act”), or (ii) the removal of any liens, claims, charges or encumbrances attributable to the selling Member and existing on the Applicable Interest (each, a “Lien”), in either case being sought in good faith by appropriate proceedings promptly initiated and diligently conducted by the Member requesting the extension.

    (ii)        On or before the Acceptance Date, the Offeree may either accept the Purchase Offer or may by written notice to the Proponent elect to purchase all (but not less than all) of the Proponent’s Applicable Interest at the price and on the other terms and conditions specified by the Proponent in the Purchase Offer. If the Offeree neither accepts the Purchase Offer nor elects by the Acceptance Date to purchase the Proponent’s Applicable Interest, the Offeree will be deemed to have accepted the Purchase Offer.

    (iii)        In either event, the settlement will take place on the Settlement Date, as it may be extended per (b)(i) immediately above, and the Proponent will purchase, and the Offeree will sell, the Offeree’s Applicable Interest, or the Offeree will purchase, and the Proponent will sell, the Proponent’s Applicable Interest, as the case may be, at the price and place and on the other terms and conditions specified by the Proponent in the Purchase Offer, in either case free and clear of all Liens which are not connected with the financing or operation of the Company, at which time the Proponent’s Applicable Interest or the Offeree’s Applicable Interest (as the case may be) shall be delivered against payment of the said price. In order to comply with applicable regulatory requirements, the purchasing Member may designate a third party to purchase any portion or all of the Applicable Interest which the purchasing Member is committed to purchase hereunder.

ARTICLE VI
SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS, MATERIAL APPROVALS, ETC.

        Section 6.1. Initial Operations; Service Arrangements.

The Members intend to operate the Company initially with minimal staff and committed overhead and for the Company to purchase operational and other support services, technical assistance and intellectual property rights, where available, from the Members and/or their respective Affiliates at cost in accordance with the terms of (i) in the case of Cinergy Solutions and its Affiliates, that certain Service Agreement between the Company and Cinergy Solutions or an affiliate (the “Cinergy Solutions Service Agreement”), a complete copy of which Cinergy Solutions has provided to Trigen Solutions, and (ii) in the case of Trigen Solutions and its Affiliates that certain Service Agreement between the Company and Trigen Solutions or an affiliate (the “Trigen Solutions Service Agreement”), a complete copy of which Trigen Solutions has provided to Cinergy Solutions, and collectively with the Cinergy Solutions Service Agreement, the “Service Arrangements”). Each member and any Affiliate thereof which provides services to the Company pursuant to the Service Arrangements shall permit the Company reasonable access to its accounts and records, including the basis and computation of cost allocations.

        Section 6.2. Budget; Capitalization; Material Approvals.

    (a)        A complete copy of the Company’s first and, thereafter, every annual budget shall be provided to each Member.

    (b)        Cinergy Solutions shall commit to contribute forty-nine percent (49%) of the amount of the capital funding portion of the Company’s annual budget and Trigen Solutions shall commit to contribute fifty-one percent (51%) of the Company’s annual budget, to be paid to the Company at such times as the Members shall mutually agree. All capital contributions, when made, shall be in cash, unless the Members shall otherwise mutually agree. The Members shall be liable only to make their Capital Contributions pursuant to this Section 6.2 and no Members shall be required to lend any funds to the Company or to make any additional Capital Contributions to the Company.

    (c)        The capitalization of the Company shall be subject to the receipt by the Members of all requisite Regulatory Approvals and all other consents, licenses, approvals or other authorizations (together with such Regulatory Approvals, “Material Approvals”) necessary to permit the establishment and operation of the Company as contemplated herein, including, to the extent applicable, (i) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), if applicable, (ii) the approval of the Securities and Exchange Commission (“SEC”) under the 1935 Act, if applicable, and (iii) any Material Approval of any state, municipality, utility commission, regulatory body or governmental or other agency or authority thereof (each, a “Material Approval”).

    (d)        With reference to paragraph (c) above, Cinergy Solutions represents and warrants that no approval or other action of the SEC under the 1935 Act is required to be obtained by Cinergy Solutions, the Company or any other direct or indirect subsidiary of Cinergy Corp. in connection with the formation of the Company and the transactions contemplated by this Agreement and the Millennium Project Agreements.

        Section 6.3. Status of Capital Contributions.

    (a)        Except as otherwise expressly provided in Article VII and XI, no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member’s Capital Contributions.

    (b)        No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account or for services rendered on behalf of the Company or otherwise in its capacity as a Member, except as otherwise specifically provided in this Agreement.

    (c)        No Member shall have priority over any other Member either as to the return of the amount of its Capital Contribution to the Company or as to any allocation of Net Profit and Net Loss.

        Section 6.4. Capital Accounts.

    (a)        There shall be established on the books and records of the Company a Capital Account for each Member. The initial Capital Account balance of each Member shall be the respective amounts of each such Member’s initial Capital Contribution.

    (b)        Each Member’s Capital Account shall be adjusted by (a) increasing such balance by such member’s (I) allocable shares of Net Profit (allocated in accordance with Article VII) and (ii) Capital Contributions, if any, and (b) decreasing such balance by (i) the amount of cash or the fair market value of distributions to such Member pursuant to Article VII and (ii) such Member’s allocable share of Net Loss (allocated in accordance with Article VII). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulation.

    (c)        Any Capital Contributions made in a form other than cash shall be valued at the fair market value of such property as determined by the mutual consent of the Members.

        Section 6.5. Advances.

        If any Member, at its reasonable discretion upon reasonable advance notice to the other Member and only to the extent necessary to meet short-term working capital requirements, shall advance any funds to the Company in excess of its Capital Contributions, the amount of such advance shall neither increase its Capital Account nor entitle it to any increase in its share of the distributions of the Company. The amount of any such advance shall be a debt obligation of the Company to such Member and shall be repaid to it by the Company at a reasonable interest rate not to exceed a market rate, as soon as practicable. Any such advance shall be payable and collectible only out of Company assets, and the other Members shall not be personally obligated to repay any part thereof. No Person who makes any loan to the Company shall have or acquire, as a result of making such loan, any direct or indirect interest in the profits, capital or property of the Company, other than as a creditor.

        Section 6.6. Negative Capital Accounts.

        No Member shall be required to make up a negative balance in its Capital Account.

ARTICLE VII
ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING

        Section 7.1. Allocations of Net Profit and Net Loss.

    (a)        The Net Profit and Net Loss of the Company, including each item of income, gain, loss and deduction, and credit shall be allocated with respect to each Fiscal Year (or portion thereof) among the Members in accordance with their respective Interest Percentages.

    (b)        Allocations for tax purposes shall be made in the same manner as the allocations set forth under Section 7.1(a); however the following adjustments shall be made and applied, to the extent necessary, in a manner consistent with Treasury Regulation Section 1.704-1(b):

    (i)        The allocations of income, gain, loss and deduction pursuant to Section 7.1(a) shall be adjusted to comply with the qualified income offset requirements of Treasury Regulation Section 1.704-1(b) and the nonrecourse deduction or minimum gain charge-back requirements of Treasury Regulation Section 1.704-2.

    (ii)        Any special allocations pursuant to the preceding clause (i) required in order to comply with the Treasury Regulations shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations pursuant to this Section 7.1(b) so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member had there been no such special allocation.

    (c)        If there is a charge in any Member’s share of the distributions or other items of the Company during any Fiscal Year as a result of the Transfer (as defined herein) of an Interest, allocations among the Members shall be made in accordance with their Interests in the Company from time to time during such Fiscal Year in accordance with Code Section 706, using the closing-of-the-books method; however depreciation shall be deemed to accrue ratably on a daily basis over the entire year during which the corresponding asset is owned by the Company.

        Section 7.2. Distributions.

        Distributions may be made to the Members in accordance with their Interest Percentages at such times as determined in the sole discretion of the Board of Managers, or at such other times as the Members by unanimous consent shall determine.

        Section 7.3. Limitations on Distribution.

        Notwithstanding any provisions of this Article VII to the contrary, no distribution shall be made (i) if such distribution would violate any contract or agreement to which the Company is then a party or any law then applicable to the Company, including the provisions of Section 18-607 of the Delaware Act, or (ii) to the extent that the Board of Managers determines that any amount otherwise distributable should be retained by the Company to pay, or to establish a reserve for the payment of, any liability or obligation of the Company, including obligations to pay or withhold Federal, state or local income, franchise or other taxes or levies, whether liquidated, fixed, or contingent.

        Section 7.4. Withholding Taxes.

        The Company is authorized to withhold from distributions to a Member, or with respect to allocations to a Member, and to pay over to a Federal, state or local government, any amounts required to be withheld pursuant to the Code or any provisions of any other Federal, state or local law. Any amounts so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement, and shall be offset against the current or next amounts otherwise distributable to such Member.

ARTICLE VIII
TAX MATTERS

        Section 8.1. Tax Matters.

        Cinergy Solutions is hereby designated as “Tax Matters Partner” of the Company under Section 6231 of the Code and the Treasury Regulations thereunder. Notwithstanding the foregoing designation, the Tax Matters Partner shall not take any action in its capacity as Tax Matters Partner in connection with any tax audit, contest or other similar proceeding involving the Company without the consent or approval of the other Member. The Tax Matters Partner shall keep the other Party fully apprised of its activities in its capacity as the Tax Matters Partner.

        Section 8.2. Taxation as Partnership.

        The Members intend that the Company shall be treated as a partnership for United States Federal income tax purposes and the Members agree not to take any action inconsistent with the Company’s classification as a partnership for United States Federal income tax purposes.

ARTICLE IX
BANKING; ACCOUNTING; BOOKS AND RECORDS

        Section 9.1. Banking.

        All funds of the Company may be deposited in such bank, brokerage or money market accounts as shall be established by the Board of Managers. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the Board of Managers may designate.

        Section 9.2. Maintenance of Books and Records; Accounts and Accounting Method.

        Trigen Solutions shall keep or cause to be kept at the address of the Company (or at such other place as the Company shall advise the Members in writing) full and accurate accounts of the transactions of the Company in proper books and records of account which shall set forth all information required by the Delaware Act. Such books and records shall be maintained on the basis of United States generally accepted accounting principles. Such books and records shall be available, upon two (2) Business Days’ notice to the Board of Managers, for inspection and copying at reasonable times during business hours by a Member or its duly authorized agents or representatives for any purpose reasonably related to such Member’s interest as a member in the Company.

        Section 9.3. Financial Statements.

        As soon as available and in any event within 45 days after the end of each fiscal quarter, the Company shall have prepared, and delivered to each Member, a quarterly set of primary financial statement for the Company. This set of primary financial statements shall include (i) a balance sheet reflecting the assets, liabilities and capital accounts of the Company, comparative to the prior year and the prior year-end and (ii) statements of operations for the quarter and year-to-date, comparative to the prior year. The Board of Managers shall cause the annual financial statements of the Company to be examined by the Company’s independent auditor and submitted for adoption at the annual meeting of Members.

        Section 9.4. Additional Information.

        Upon the request of a Member, the Company shall prepare additional periodic or special reports of the Company’s accounts and/or business activity considered necessary by such Member, including but not limited to, detailed reports of sales by location, detailed expense reports, reports of capital expenditures, details of assets and liabilities, and non-financial and ratio data.

        Section 9.5. Minutes of Meetings.

        The Managers shall cause minutes of all proceedings and copies of resolutions adopted at meetings of Members or Managers to be duly entered in the minute books which shall be kept at the executive offices of the Company. Any such minutes must be signed by either the Chairperson or Vice Chairperson of, and one other person (such as the Secretary) who was present at the meeting at which such resolutions were passed.

ARTICLE X
LIABILITY, EXCULPATION AND INDEMNIFICATION

        Section 10.1. Liability.

        Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

        Section 10.2. Exculpation.

    (a)        Generally. No Covered Person shall be liable to the Company or any Member for any act or omission taken or suffered by such Covered Person in good faith and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission is not in material violation of this Agreement and does not constitute Disabling Conduct by the Covered Person. No Member shall be liable to the Company or any Member for any action taken by any other Member.

    (b)        Reliance Generally. A Covered Person shall incur no liability in acting upon any signature or writing reasonably believed by it to be genuine, and may rely on a certificate signed by an executive officer of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge and may rely on an opinion of counsel selected by such Covered Person with respect to legal matters, except to the extent that such Covered Person engaged in Disabling Conduct. Each Covered Person may act directly or through its agents or attorneys. Each Covered Person may consult with counsel, appraisers, engineers, accountants and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith in reasonable reliance upon the advice of any of such Persons, except to the extent that such Covered Person engaged in Disabling Conduct. No Covered Person shall be liable to the Company or any Member for any error of judgment made in good faith by a responsible officer or officers of the Covered Person, except to the extent that such Covered Person engaged in Disabling Conduct. Except as otherwise provided in this Section 10.2, no Covered Person shall be liable to the Company or any Member for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement, except to the extent that such Covered Person engaged in Disabling Conduct. No Covered Person shall be liable for the return to any Member of all or any portion of any Member’s Capital Account or Capital Contributions, except to the extent that such Covered Person engaged in Disabling Conduct.

    (c)        Reliance on this Agreement. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, any Covered Person acting under this Agreement or otherwise shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

    (d)        Standard of Care. Whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole and absolute discretion,” “sole discretion,” “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

        Section 10.3. Indemnification.

    (a)        Indemnification Generally. The Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify, hold harmless and release each Covered Person from and against all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether juridical, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the business and affairs of, or activities undertaken in connection with, the Company, or otherwise relating to or arising out of this Agreement, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines or penalties and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims and amounts covered by this Section 10.3 and all expenses referred to in Section 10.3(c), are referred to as “Damages”), except to the extent that it shall have been determined ultimately that such Damages arose from Disabling Conduct of such Covered Person or that such Covered Person committed a material breach of this Agreement. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement arose from a material violation of this Agreement by, or Disabling Conduct of, any Covered Person.

    (b)        No Direct Member Indemnify. Members shall not be required directly to indemnify any Covered Person.

    (c)        Expenses, etc. Expenses incurred by a Covered Person in defense or settlement of any Claim that may be subject to a right of indemnification hereunder may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined ultimately that the Covered Person is not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person’s successors, assigns and legal representatives.

    (d)        Notices of Claims, etc. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding, provided that the failure of any Covered Person to give notice as provided herein shall not relieve the Company of its obligations under this Section 10.3 except to the extent that the Company is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Board of Managers may wish, with counsel reasonably satisfactory to such Covered Person. After notice from the Board of Managers to such Covered Person of the Company’s election to assume the defense thereof, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such Claim.

    (e)        No Waiver. Nothing contained in this Section 10.3 shall constitute a waiver by any Member of any right that it may have against any party under United States Federal or state securities laws.

    (f)        Authorization. Any indemnification under Section 10.3, as well as the advance payment of expenses permitted under Section 10.3(c), unless ordered by a court, must be made by this Company only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper under those circumstances. The determination must be made:

    (1)        by the Board of Managers by a majority of a quorum consisting of Managers who were not parties to the act or Proceeding;

    (2)        if a majority vote of a quorum consisting of those Managers who were not parties to the act or Proceeding so orders, by independent legal counsel in a written opinion; or

    (3)        if a quorum consisting of Managers who were not parties to the act or Proceeding cannot be obtained, by independent legal counsel in a written opinion.

ARTICLE XI
TRANSFER OF INTERESTS

        Section 11.1. Personal Property; Consent for Transfers.

    (a)        Restrictions on Transfer. A Member shall not transfer, sell, assign, convey, exchange, pledge, encumber or otherwise dispose of (each, a “Transfer”) any of its Interest unless: (i) the other Member has been afforded a right of first offer in accordance with the procedures set forth in paragraph (b) of this Section 11.1; (ii) the contemplated Transfer will not adversely affect the regulatory status of the Company or the Millennium Project; (iii) all requisite Regulatory Approvals have been duly obtained and are in full force and effect; and (iv) the contemplated Transfer will not result in adverse tax treatment for the Company, the Millennium Project or either of the Members.

    (b)        Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

    (c)        Proportionate Sales Rights. If the Second Member does not elect to purchase the Offered Interest pursuant to Section 11.1(b) above, the Second Member shall have the right, but not the obligation, to sell to the prospective purchaser identified in the First Offer the same proportion of the Second Member’s Interest as the proportion of the Selling Member’s Interest proposed to be sold by the Selling member at the same price and otherwise on the same terms and conditions on which, and at the same time as, the Selling Member wishes to sell its Interest. The proportionate sale right specified in this Section 11.1(c) shall be exercisable by written notice given by the Second Member to the Selling Member during the same thirty (30) day period in which the Second Member may make the First Offer contemplated under Section 11.1(b). The Selling Member shall not sell any of its Interest to the prospective purchaser unless such purchaser honors its obligation to purchase a proportionate Interest from the Second member as provided herein. Any purported Transfer inconsistent with this Section 11.1(c) shall be null and void and of no effect.

        Section 11.2. Issue and Replacement of Certificates.

        Upon the request of any Member, an Interest certificate shall be delivered to such Member for the Interest held by it. Every certificate shall be signed by one Cinergy Manager and one Trigen Solutions Manager. In the case of loss, mutilation, or destruction of a share certificate a new certificate may be issued upon such terms as the Board of Managers may prescribe.

        Section 11.3. Interest Certificate Legend.

        All certificates representing Interests shall bear the following legend (in addition to any other legend required by applicable law):

        “These interests have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold, offered for sale, pledged, assigned, hypothecated or otherwise transferred in violation of any applicable securities law. These interests are subject to the terms and conditions, including restrictions on transfers, pledges or other dispositions, of a Limited Liability Company Agreement, dated as of October 20, 1999, each as amended from time to time, copies of which are on file with the Secretary of the Company.”

ARTICLE XII
DISSOLUTION AND TERMINATION OF THE COMPANY

        Section 12.1. Dissolution.

        The Company shall dissolve upon and in accordance with the mutual agreement of the Members.

        Section 12.2. Liquidation.

        Upon dissolution of the Company, the Person or Persons approved by the Board of Managers shall carry out the winding up of the Company (in such capacity, the “Liquidating Trustee”) and shall proceed, subject to the provisions herein, to liquidate the Company and apply the proceeds of such liquidation, or in its sole discretion to distribute Company assets, in the following order of priority:

        First, to creditors in satisfaction of debts and liabilities of the Company, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Members to the Company), and the expenses of liquidation, whether by payment or the making of reasonable provisions for payments, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the Liquidating Trustee, as the case may be, in amounts deemed by it to be reasonably necessary for the payment of the Company’s expenses, liabilities and other obligations (whether faxed or contingent);

        Second, to the Members in satisfaction of any loans or advances that may have been made by any of the Members to the Company whether by payment or the making of reasonable provision for payment; and

        Third, to the Members in proportion to, and to the extent of, each Member’s Capital Account, as such Capital Account has been adjusted pursuant to Article VI.

        Section 12.3. Time for Liquidation, etc.

    (a)        A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Company and the discharge of liabilities to creditors as to enable the Liquidating Trustee to seek to minimize potential losses upon such liquidation. The provisions of this Agreement shall remain in full force and effect during the period of winding up and until the filing of a certificate of cancellation of the Company with the Secretary of State of the State of Delaware.

    (b)        Upon completion of the foregoing, the Liquidating Trustee shall execute, acknowledge and cause to be filed a certificate of cancellation of the Company with the Secretary of State of the State of Delaware.

        Section 12.4. Claims of the Members.

        The Members and any former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provisions of all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against any Member, any Manager or their Affiliates.

ARTICLE XIII
CERTAIN DEFINITIONS

        Section 13.1. Definitions.

        Unless the context otherwise requires, the terms defined in this Section shall, for the purposes of this Agreement, have the meanings herein specified.

        “Affiliate” shall mean, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

        “Business Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.

        “Capital Account” shall mean, with respect to any Member, the account maintained for such Member in accordance with the provisions of Section 6.4 hereof.

        “Capital Contribution” shall mean, with respect to any Member, the amount set forth opposite the name of such Member on Schedule I under the column “Capital Contribution”.

        “Code” shall mean the Internal Revenue Code of 1986, as amended.

        “Covered Person” shall mean a Member, a Manager, or any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company, a Member, or a Manager; any officers, directors, shareholders, controlling persons, partners, employees, representatives or agents of a Member, a Manager or their respective Affiliates; or any officer, employee or agent of the Company or its Affiliates; or any Person who was, at the time of the act or omission in question, such a Person.

        “Disabling Conduct” shall mean conduct that constitutes fraud, a willful violation of law, gross negligence or reckless disregard of duty in the conduct of the duties of the Person referred to.

        “Interest” shall mean a Member’s limited liability company interest in the Company which represents such Member’s share of the profits and losses of the Company and such Member’s rights to receive distributions of the Company’s assets and to participate in the management of the Company in accordance with the provisions of this Agreement and the Delaware Act.

        “Interest Percentage” shall mean the percentage shown on Schedule 1 hereto under the heading “Interest Percentage”.

        “Manager” shall mean a “manager” within the meaning of the Delaware Act and a member of the Board of Managers.

        “Member” shall mean any Person named as a member of the Company on Schedule 1 and “Members” shall mean two (2) or more of such Persons when acting in their capacities as members of the Company.

        “Net Profit” or “Net Loss” shall mean, for any Fiscal Year, the net income or net loss of the Company for such Fiscal Year, determined in accordance with Section 703(a) of the Code, including any items that are separately stated for purposes of Section 702(a) of the Code, as determined in accordance with Federal income tax accounting principles with the following adjustments:

    (a)        any income of the Company that is exempt from Federal income tax shall be included as income;

    (b)        any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(1) shall be treated as current expenses;

    (c)        no effect shall be given to any adjustments made pursuant to Section 734 or 743 of the Code; and

    (d)        the basis of property contributed to the Company shall initially be treated as equal to the agreed upon valuation of such property, and all gain, loss, depreciation and amortization on such property shall be determined based on such agreed upon value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

        “Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, joint-stock company, estate, limited liability company, unincorporated organization other legal entity or organization.

        “Subsidiary” or “Subsidiaries” of any Person means any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity.

        “Treasury Regulations” shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

ARTICLE XIV
MISCELLANEOUS PROVISIONS

        Section 14.1. Amendments Generally.

        The terms and provisions of this Agreement shall not be modified or amended at any time except by the unanimous consent of the Members; provided, that, without the consent of any of the Members, the Board of Managers may amend Schedule 1 attached hereto to reflect changes validly made, pursuant to the terms of this Agreement.

        Section 14.2. Entire Agreement.

        This Agreement (including all attachments hereto) constitutes the entire agreement between the Members with respect to the Company and supersedes all other prior agreements and understandings, both written and oral, between the Members or their respective Affiliates with respect to the Company.

        Section 14.3. Notices.

        All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to the other Member as follows:

If to Cinergy Solutions:

      Cinergy Solutions, Inc.
      139 E. Fourth Street
      Cincinnati, Ohio 45202
      Attention: Donald B. Ingle, Jr.

        with a copy to:

      Cinergy Corp.
      139 E. Fourth Street
      Cincinnati, Ohio 45202
      Attention: General Counsel

      and

      if to Trigen Solutions:

      Trigen Solutions, Inc.
      One Water Street
      White Plains, New York 10601
      Attention: General Counsel

or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

        Section 14.4. Table of Contents and Headings.

        The table of contents and the headings and subheadings of the sections of this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision thereof.

        Section 14.5. Assignment.

        This Agreement shall not be assigned by either Member or by operation of law or otherwise.

        Section 14.6. Severability.

        The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid and unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

        Section 14.7. Extension; Waiver.

        Each Member may (i) extend the time for the performance of any of the obligations or other acts of the other Members, (ii) waive any inaccuracies in the representations and warranties of the other Member contained herein, or (iii) waive compliance by the other Member with any of the agreements or conditions contained herein. Any agreement on the part of any Member to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Member. The failure of any Member hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

        Section 14.8. Governing Law.

        This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the principles of conflicts of law thereof.

        Section 14.9. Names and Logos.

        To further the objectives of this Agreement and the Company, the Members acknowledge and agree that the Company shall have the non-exclusive right to use the names and logos of the Members to the extent such use is reasonable and in connection with the implementation of this Agreement.

        Section 14.10. Further Actions.

        Each Member shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Company in connection with the formation of the Company and the achievement of its purposes, including, without limitation, (a) any documents that the Company deems necessary or appropriate to form, qualify or continue the Company as a limited liability company in all jurisdictions in which the Company conducts or plans to conduct business and (b) all such agreements, certificates, tax statements and other documents as may be required to be filed in respect of the Company.

        Section 14.11. Counterparts.

        This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement of Trigen-Cinergy Solutions of Ashtabula LLC as of the day and year first above written.

                                            CINERGY SOLUTIONS, INC.

                                            By: __________________________
                                            Name:
                                            Title:


                                            TRIGEN SOLUTIONS, INC.


                                            By: __________________________
                                            Name:
                                            Title:

                                SCHEDULE 1
                                ----------


   Members'                      Capital                      Interest
     Names                     Contribution                  Percentage
     -----                     ------------                  ----------

Cinergy Solutions                $ 49.00                       49.0%

Trigen Solutions                 $ 51.00                       51.0%

SCHEDULE 2

MATTERS REQUIRING ACTION OF THE BOARD OF MANAGERS OF THE COMPANY

(a) Demand for capital contributions from the Members.

(b) Borrowing money or guaranteeing the obligations of any Person not in the ordinary course of business, or mortgaging, pledging or granting a security interest in assets not in the ordinary course of business, in any one transaction or a series of related transactions.

(c) Entering into a transaction or agreement with an Affiliate of a Member other than as specifically set forth in this Agreement.

(d) Unbudgeted acquisitions not in the ordinary course of business.

(e) Disposition of assets not in the ordinary course of business.

(f) Entering into any contract not in the ordinary course of business which requires unbudgeted expenditures, commitments or liabilities.

(g) Amendments to governing documents of the Company.

(h) Issuance of Interests to third parties.

(i) Engaging in a business activity other than the Millennium Project.

(j) Commencing the process of dissolution, liquidation, insolvency or voluntary bankruptcy.

(k) Approving any merger or consolidation of the Company.

(l) Forming any subsidiary.

(m) Execution of any material credit agreement or any amendment or modification thereof or implementation of any material change in capital structure.

(n) Commencing or settling any material litigation.

(o) Engaging or terminating principal auditors or attorneys.

(p) Any amendment or modification of terms or provisions of the Service Arrangements.

(q) Such other matters as the Parties or their designated Managers shall by mutual consent determine as being appropriate.

EX-99

TRIGEN-CINERGY SOLUTIONS OF OWINGS MILLS LLC

LIMITED LIABILITY COMPANY AGREEMENT

DATED AS OF SEPTEMBER 21, 1999

TABLE OF CONTENTS

ARTICLE I   ORGANIZATION.......................................................2

   Section 1.1.   Name.........................................................2
   Section 1.2.   Term.........................................................2
   Section 1.3.   Registered Agent and Office..................................2
   Section 1.4.   Principal Places of Business.................................2
   Section 1.5.   Qualifications in Other Jurisdictions........................2
   Section 1.6.   Fiscal Year..................................................2

ARTICLE II   PURPOSE AND POWERS................................................3

   Section 2.1.   Purpose of the Company.......................................3
   Section 2.2.   Powers of the Company........................................3

ARTICLE III   MEMBERS..........................................................3

   Section 3.1.   Members......................................................3
   Section 3.2.   Powers of Members............................................3
   Section 3.3.   Meetings of Members..........................................3
   Section 3.4.   Member Representations.......................................4

ARTICLE IV   MANAGEMENT........................................................5

   Section 4.1.   The Board of Managers........................................5
   Section 4.2.   Notice.......................................................6
   Section 4.3.   Meetings; Electronic Communications..........................6
   Section 4.4.   Quorum and Voting............................................6
   Section 4.5.   Action Without a Meeting.....................................6
   Section 4.6.   Delegation of Powers.........................................7
   Section 4.7.   Executive Committee..........................................7
   Section 4.8.   Chairperson and Vice Chairperson.............................7
   Section 4.9.   Officers.....................................................7
   Section 4.10. Matters for Board Determination...............................9

ARTICLE V   DEADLOCK RESOLUTION................................................9

   Section 5.1.  Deadlocks.....................................................9
   Section 5.2.  Resolution Mechanism..........................................9

ARTICLE VI   SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS,
             MATERIAL APPROVALS, ETC..........................................11

   Section 6.1.  Initial Operations; Service Arrangements.....................11
   Section 6.2.  Budget; Capitalization; Material Approvals...................11
   Section 6.3.  Status of Capital Contributions..............................12
   Section 6.4.  Capital Accounts.............................................12
   Section 6.5.  Advances.....................................................12
   Section 6.6.  Negative Capital Accounts....................................13

ARTICLE VII   ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING......................13

   Section 7.1.  Allocations of Net Profit and Net Loss.......................13
   Section 7.2.  Distributions................................................14
   Section 7.3.  Limitations on Distribution..................................14
   Section 7.4.  Withholding Taxes............................................14

ARTICLE VII   TAX MATTERS.....................................................14

   Section 8.1.  Tax Matters..................................................14
   Section 8.2.  Taxation as Partnership......................................14

ARTICLE IX   BANKING; ACCOUNTING; BOOKS AND RECORDS...........................15

   Section 9.1.  Banking......................................................15
   Section 9.2.  Maintenance of Books and Records; Accounts and
                        Accounting Method.....................................15
   Section 9.3.  Financial Statements.........................................15
   Section 9.4.  Additional Information.......................................15
   Section 9.5.  Minutes of Meetings..........................................15

ARTICLE X   LIABILITY, EXCULPATION AND INDEMNIFICATION........................16

   Section 10.1.  Liability...................................................16
   Section 10.2.  Exculpation.................................................16
   Section 10.3.  Indemnification.............................................17

ARTICLE XI   TRANSFER OF INTERESTS............................................18

   Section 11.1.  Personal Property; Consent for Transfers....................18
   Section 11.2.  Issue and Replacement of Certificates.......................20
   Section 11.3  Interest Certificate Legend..................................20

ARTICLE XII   DISSOLUTION AND TERMINATION OF THE COMPANY......................20

   Section 12.1.  Dissolution.................................................20
   Section 12.2.  Liquidation.................................................20
   Section 12.3.  Time for Liquidation, etc...................................21
   Section 12.4.  Claims of the Members.......................................21

ARTICLE XIII   CERTAIN DEFINITIONS............................................21

   Section 13.1.  Definitions.................................................21

ARTICLE XIV   MISCELLANEOUS PROVISIONS........................................23

   Section 14.1.    Amendments Generally......................................23
   Section 14.2.    Entire Agreement..........................................23
   Section 14.3.    Notices...................................................24
   Section 14.4.    Table of Contents and Headings............................24
   Section 14.5.    Assignment................................................24
   Section 14.6.    Severability..............................................25
   Section 14.7.    Extension; Waiver.........................................25
   Section 14.8.    Governing Law.............................................25
   Section 14.9.    Names and Logos...........................................25
   Section 14.10.  Further Actions............................................25
   Section 14.11.  Counterparts...............................................26

LIST OF ATTACHMENTS


Schedule 1    -    Interest Percentages, Etc.

Schedule 2    -    Matters Requiring Action of the board of Managers of the Company

                                            INDEX OF DEFINED TERMS

TERM                                                          SECTION NUMBER

1935 Act                                                            5.2(b)(i)
Acceptance Date                                                     5.2(b)(i)
Affiliate                                                                13.1
Agreement                                                            Preamble
Applicable Interest                                                 5.2(b)(i)
Board of Managers                                                         3.2
Business Day                                                             13.1
Capital Account                                                          13.1
Capital Contribution                                                     13.1
Certificate                                                               1.2
Cinergy Solutions Managers                                             4.1(c)
Cinergy Solutions Service Agreement                                       6.1
Cinergy Solutions                                                    Preamble
Claims                                                                10.3(a)
Code                                                                     13.1
Company                                                              Preamble
Covered Person                                                           13.1
Damages                                                               10.3(a)
Deadlock                                                                  5.1
Delaware Act                                                         Recitals
Disabling Conduct                                                        13.1
Executive Committee                                                       4.7
First Offer                                                           11.1(b)
First Offer Price                                                     11.1(b)
Fiscal Year                                                               1.6

Interest                                                                 13.1
Interest Percentage                                                      13.1
HSR Act                                                                6.2(c)
Joint Venture Agreement                                              Recitals
Lien                                                                5.2(b)(i)
Liquidating Trustee                                                      12.1
Manager                                                                  13.1
Material Approvals                                                     6.2(c)
Member                                                         Recitals, 13.1
Members                                                              Recitals
Net Loss                                                                 13.1
Net Profit                                                               13.1
Offeree                                                             5.2(b)(i)
Offered Interest                                                      11.1(b)

Sweetheart Cup Project                                               Recitals

Person                                                                   13.1
Proceeding                                                            10.3(a)
Proponent                                                              5.1(i)
Proposal                                                               5.1(i)
Regulatory Approval                                                 5.2(b)(i)
SEC                                                                    6.2(c)
Second Member                                                         11.1(b)
Selling Member                                                        11.1(b)
Settlement Date                                                     5.2(b)(i)
Service Arrangements                                                      6.1
Subsidiary or Subsidiaries                                               13.1
Tax Matters Partner                                                       8.1
Transfer                                                              11.1(a)
Treasury Regulations                                                     13.1
Trigen Solutions                                                     Preamble
Trigen Solutions Managers                                              4.1(c)
Trigen Solutions Service Agreement                                        6.1

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRIGEN-CINERGY SOLUTIONS OF OWINGS MILLS LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Trigen-Cinergy Solutions of Owings Mills LLC, a Delaware limited liability company (the “Company”), dated as of September 21, 1999, by and between Cinergy Solutions, Inc., a Delaware corporation (“Cinergy Solutions”), and Trigen Solutions, Inc., a Delaware corporation (“Trigen Solutions”), certain capitalized terms used herein without definition having the meanings specified in Section 13.1;

W I T N E S S E T H

        WHEREAS, Cinergy Solutions and Trigen Solutions have been engaged in discussions with Sweetheart Cup Corporation (“Customer”) concerning the Company installing, operating and maintaining a combined heat and power facility located at the Customer’s plant in Owings Mills, Maryland (the “Sweetheart Cup Project”);

        WHEREAS, pursuant to those discussions, and to assist in implementing and performing the Sweetheart Cup Project, Cinergy Solutions and Trigen Solutions have formed the Company under the Delaware Limited Liability Company Act (the “Delaware Act”);

        WHEREAS, as contemplated by the Delaware Act, Cinergy Solutions and Trigen Solutions, as the sole initial members of the Company (each in such capacity, a “Member”), are entering into this Agreement to govern the affairs of the Company and the conduct of its business;

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

ARTICLE I
ORGANIZATION

        Section 1.1. Name.

        The name of the Company is “Trigen-Cinergy Solutions of Owings Mills LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Company.

        Section 1.2. Term.

        The existence of the Company commenced on September 21, 1999, the date of the filing of the Certificate of Formation (the “Certificate”) with the office of the Secretary of State of the State of Delaware, and shall continue until the Company is dissolved in accordance with the provisions of this Agreement.

        Section 1.3. Registered Agent and Office.

        The registered office of the Company in Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware. At any time, the Company may designate another registered agent and/or registered office. The registered agent for service of process on the Company in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware.

        Section 1.4. Principal Places of Business.

        The principal places of business of the Company shall be at One Water Street, White Plains, NY 10601 and 139 E. Fourth Street, Cincinnati, Ohio 45202. Upon agreement of its Members, the Company may change the location of the Company’s principal place of business.

        Section 1.5. Qualifications in Other Jurisdictions.

        The Company shall be qualified or registered to do business in Maryland and in such other jurisdictions, if any, in which the Company transacts business and in which such qualification or registration is required by law or deemed advisable by the Company. The Secretary of the Company, as an authorized person within the meaning of the Delaware Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any such jurisdiction.

        Section 1.6. Fiscal Year.

        The fiscal year of the Company (the “Fiscal Year”) shall end on the 31^st day of December in each year. The Company shall have the same fiscal year for income tax and for financial and accounting purposes.

ARTICLE II
PURPOSE AND POWERS

        Section 2.1. Purpose of the Company.

        The purpose of the Company is to participate in the Sweetheart Cup Project in accordance with the terms of the Operation and Maintenance Agreement with Customer and related agreements, and any other purpose decided upon by the Board of Managers of the Company by unanimous vote.

        Section 2.2. Powers of the Company.

        Subject to the terms and conditions of this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1.

ARTICLE III
MEMBERS

        Section 3.1. Members.

        The name, initial Capital Contributions and initial Interest Percentage of each Member are listed on Schedule 1 attached hereto. The Company shall be required to update Schedule 1 from time to time as necessary to reflect accurately the information therein. Any reference in this Agreement to Schedule 1 shall be deemed to be a reference to Schedule 1 as amended and in effect from time to time.

        Section 3.2. Powers of Members.

        Except as otherwise provided herein, the Members shall have no power to transact any business in the Company’s name nor have the power to sign documents for or otherwise bind the Company. Additional Members may only be added to the Company upon the unanimous consent of existing Members and otherwise in compliance with Article XI hereof. Subject to the provisions of the Delaware Act, the Certificate and this Agreement, the Members hereby delegate any or all such powers to the Board of Managers of the Company (the “Board of Managers”) to carry out the business affairs of the Company on the Members’ behalf. Any power not reserved to the Members or delegated to the officers shall remain with the Board of Managers. The Board of Managers shall be appointed in accordance with the provisions of Article IV.

        Section 3.3. Meetings of Members.

    (a)        Annual Meeting. An annual meeting of the Members shall be held once a year on such date as the Board of Managers shall designate.

    (b)        Special Meetings. Special meetings of the Members, for any purpose or purposes, may be called by the Board of Managers or at the request of any Member. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice, unless otherwise agreed by the Members attending the meeting.

    (c)        Place of Meeting. All meetings of Members shall be held at such place within or without the State of Delaware as the Board of Managers shall designate.

    (d)        Notice of Meetings. Notice of all meetings of Members, stating the time, place and purpose of the meeting, shall be given at least two (2) days and not more than sixty (60) days before the meeting. Any adjourned meeting may be held as adjourned without further notice, provided that any adjourned session or sessions are held within sixty (60) days after the date set for the original meeting. No notice need be given to any Member if a written waiver of notice, executed before or after the meeting by such Member or his representative thereunto duly authorized, is filed with the records of the meeting, or to any Member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

    (e)        Quorum and Voting. The presence of at least one duly authorized representative of each Member shall constitute a quorum for purposes of transacting business at any meeting of Members. Except as otherwise provided by this Agreement, any question brought before any meeting shall be decided by the Members who, at the time in question and in the aggregate, hold, or hold proxies with respect to, one hundred percent (100%) of Interest Percentages. Interests of Members may be voted in person or by proxy.

    (f)        Electronic Communications. Members may participate in any meeting of Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

    (g)        Actions of Members Without a Meeting. Any action required to be taken at any meeting of Members or otherwise, or any action which may be taken at any meeting of Members or otherwise, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Members having one hundred percent (100%) of the Interest Percentages. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

        Section 3.4. Member Representations.

    (a)        Each Member represents and warrants to the other and the Company that (i) its Interest has been acquired for its own account, for investment, and not with an intent or a present view to participating, directly or indirectly, in or for the resale in connection with any distribution (as interpreted under any applicable law) thereof, nor with any present intention of dividing its participation, distribution, reselling, assigning or otherwise disposing of all or part of such Interest, and (ii) it will not make or offer to make a transfer of its Interest in violation of the Securities Act of 1933, as amended, or any other applicable Federal or state securities laws.

    (b)        Each Member represents and warrants to the other Members and the Company that this Agreement has been duly authorized, executed and delivered on behalf of such Member and is the legal, valid and binding obligation of such Member, enforceable against it in accordance with its terms.

ARTICLE IV
MANAGEMENT

        Section 4.1. The Board of Managers.

    (a)        General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by or under the direction of the Board of Managers. Other than rights and powers expressly reserved to Members by this Agreement of the Delaware Act, the Board of Managers shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein.

    (b)        Duties. The Board of Managers shall be obligated to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. A Manager shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

    (c)        Board Composition; Removal and Vacancies. Cinergy Solutions shall be entitled to designate one-half of the Managers to the Board of Managers and Trigen Solutions shall be entitled to designate the remaining half of the Managers to the Board of Managers. Those Managers designated to the Board of Managers by Cinergy Solutions are referred to herein as the “Cinergy Solutions Managers” and those Managers designated to the Board of Managers by Trigen Solutions are referred to herein as the “Trigen Solutions Managers”. Each Manager shall serve until his or her removal, resignation, death or retirement. Each Member shall vote all of its Interest and shall take all other action necessary or desirable within its control (including, without limitation, attendance at meetings in person or by proxy and execution of written consents in lieu of meetings), so that the designees of the other Member are duly elected to the Board of Managers. Upon the removal, resignation, death or retirement of a Manager, or vacation of office by any Manager for any reason, his or her successor shall be nominated and elected by the same Member as originally proposed by the former Manager. Any successor so elected shall retain his or her office during such time only as the former Manager was entitled to retain the same. Trigen Solutions shall have the exclusive right to remove any Trigen Solutions Manager at any time and for any reason whatsoever and to fill the vacancy of the Trigen Solutions Managers, and Cinergy Solutions shall have the exclusive right to remove any Cinergy Solutions Manager at any time and for any reason whatsoever and to fill the vacancy of the Cinergy Solutions Managers.

    (d)        Restrictions on the Board. The Board of Managers shall not: (i) do any act in contravention of any applicable law or regulation, or provision of this Agreement; (ii) possess Company property for other than a Company purpose; or (iii) admit any new Members without the unanimous consent of existing Members or without compliance with Article XI hereof.

        Section 4.2. Notice.

        Meetings of the Board of Managers may be held at such places and at such times as the Board of Managers may from time to time determine and, if so determined by a quorum of the Board of Managers, no advance notice of meeting need be given. Any three (3) Managers may at any time call a meeting of the Board of Managers. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified, prepaid first class, mail, or by fax or cable, upon each member of the Board of Managers and shall be given at least twenty-four (24) hours prior to the time of the meeting. No notice need be given to any Manager if a written waiver of notice, executed before or after the meeting by such Manager thereunto duly authorized, is filed with the records of the meeting, or to any Manager who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

        Section 4.3. Meetings; Electronic Communications.

        Regular meetings of the Board of Managers shall be held on such dates as the Board of Managers shall agree but not less frequently than once in each fiscal year of the Company. Members of the Board of Managers, or of any committee designated by the board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 4.4. Quorum and Voting.

        A majority of the Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers, provided, that at least one Cinergy Solutions Manager and one Trigen Solutions Manager are present. Action by the Board of Managers must be authorized by the unanimous vote of the Managers present at the meeting.

        Section 4.5. Action Without a Meeting.

        Any action which is required to be, or which may be, taken at any annual, regular or special meeting of the Board of Managers or otherwise, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the Managers in office. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

        Section 4.6. Delegation of Powers.

        Subject to any limitation set forth in the Delaware Act, the Board of Managers may delegate any of its powers to committees or to officers consisting of persons who may or may not be Managers. Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the Board of Managers.

        Section 4.7. Executive Committee.

        The Board of Managers shall have an Executive Committee consisting of two (2) Managers, one Cinergy Solutions Manager and one Trigen Solutions Manager (the “Executive Committee”). Actions of the Executive Committee shall require unanimous consent of both Managers. Meetings of the Executive Committee may be called by any member thereof upon twenty-four (24) hours’ prior notice. The Executive Committee shall be empowered to act on such matters as may be from time to time delegated to it by the Board of Managers and in accordance with the terms and conditions of any such delegation.

        Section 4.8. Chairperson and Vice Chairperson.

        The Board of Managers shall designate one of its members as the Chairperson and another as the Vice Chairperson. The Cinergy Managers shall have the right to designate the Chairperson serving for a three-year term from the formation of the Company. The next Chairperson shall be designated by the Trigen Solutions Managers and shall serve for a term of three (3) years, with the position thereafter alternating for three-year terms between the designees of each of the Cinergy Managers and the Trigen Solutions Managers. A Vice Chairperson shall be designated by the Managers whose designee is not serving as the Chairperson. Neither the Chairperson nor the Vice Chairperson shall have any additional or special voting rights and either may be replaced at any time during his or her term by the Managers by whom initially designated. The Chairperson shall preside over all meetings of the Board of Managers. In the absence of the Chairperson, the Vice Chairperson shall preside over a meeting of the Board of Managers. The Chairperson and Vice Chairperson shall have such other authority and perform such duties as the Board of Manages may determine in its sole discretion.

        Section 4.9. Officers.

    (a)        General. Annually, for the initial three-year period from the formation of the Company, the Trigen Solutions Managers shall have the right to appoint the President/Chief Executive Officer of the Company, subject to the prior consent of Cinergy Solutions (which consent shall not be unreasonably withheld). Annually, for the initial three-year period from the formation of the Company, the Cinergy Solutions Managers shall have the right to appoint each of the Executive Vice President/Chief Operating Officer and the Secretary of the Company, subject to the prior consent of Trigen Solutions (which consent shall not be unreasonably withheld). Upon completion of the initial three-year period, the Board of Managers shall determine whether to continue such officer-appointment procedure or adopt another procedure.

    (b)        Election, Term of Office, Qualifications, and Compensation. Except as provided in Section 4.9(a), the officers shall be appointed by the Board of Managers. Except as provided in paragraphs (c) or (d) of this Section 4.9, each Officer shall hold office until his or her successor shall have been chosen and qualified. Any two (2) offices, except those of the Chief Executive Officer, the Chief Operating Officer and the Secretary, may be held by the same Person, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law or this Agreement to be executed, acknowledged or verified by any two (2) or more officers.

    (c)        Resignations and Removals. Any Officer may resign his or her office at any time by delivering a written resignation to the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Except as set forth in Section 4.9(a), any Officer may be removed from office with or without cause by the Board of Managers.

    (d)        Vacancies and Newly Created Offices. Except as set forth in Section 4.9(a), if any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the Board of Managers.

    (e)        Conduct of Business. Subject to the provisions of the Certificate and this Agreement (including without limitation Section 6.1), the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with the Certificate and this Agreement, and with directions which may be given from time to time by the Board of Managers.

    (f)        Chief Executive Officer. Subject to the further directive of the Board of Managers, the Chief Executive Officer shall have general and active management of the business of the Company subject to the supervision of the Board of Managers, shall see that all orders and resolutions of the Board of Managers are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (g)        Chief Operating Officer. The Chief Operating Officer shall have such authority and perform such duties as the Board of Managers may determine in its sole discretion.

    (h)        The Secretary. The Secretary shall attend all meetings of the Members and the Board of Managers and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members or the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers or the Chief Executive Officer, under whose supervision the Secretary shall be. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

    (i)        Other Officers. The Board of Managers from time to time may appoint such other subordinate officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Managers may determine in its sole discretion. The Board of Managers from time to time may delegate to one or more offices or agents the power to appoint any such subordinate officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (j)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.10. Matters for Board Determination.

        Notwithstanding anything to the contrary contained in this Agreement, the Company shall not take any action with respect to matters identified on Schedule 2 hereto without first obtaining the approval of the Board of Managers.

ARTICLE V
DEADLOCK RESOLUTION

        Section 5.1. Deadlocks.

        A “Deadlock” shall be a fundamental breakdown in the relationship between the parties as evidenced by the sequence of events described below.

    (a)        A Member or a Manager (the “Proponent”), advances a proposal (the “Proposal”) for consideration at a meeting of the Board of Managers or Members of the Company; and

    (b)        Prior to the meeting at which the Proposal is advanced, the Proponent notifies the Board of Managers and/or Members that it considers the Proposal to be essential to the continuance of the Proponent’s investment in the Company, specifying the reasons therefore; and

    (c)        The Proposal is not approved at that meeting (as a result of either a rejection thereof or a failure to consider it) or the meeting is canceled by reason of a lack of a quorum resulting from the non-attendance of the non-Proponent Member’s designees, at which time a Deadlock will be deemed to have occurred.

        Section 5.2. Resolution Mechanism.

    (a)        Upon the occurrence of a Deadlock, the Proponent may cause the Proposal and the Deadlock to be referred to the Chief Executive Officers of the ultimate U.S. parent company of each of their respective Affiliated group of companies (i.e., Trigen Solutions Energy Corporation, a Delaware corporation, in the case of Trigen Solutions and Cinergy Corp., a Delaware corporation, in the case of Cinergy Solutions). If such Chief Executive Officers are unable to resolve the Deadlock within ten (10) business days thereafter, then (but only then) the provisions of Section 5.2(b) shall apply; provided, however, that the provisions of Section 5.2(b) shall not apply until the first anniversary of the formation of the Company, unless a failure to act by the Company would result in a breach of a material agreement to which the Company is a party or violate any applicable legal or regulatory requirement.

    (b)        (i) Within thirty (30) days after the expiration of the ten (10) business-day period referred to in paragraph (a) above, the Proponent may offer to purchase (“Purchase Offer”) all (but not less than all) of the Interests and any indebtedness of the Company (collectively the “Applicable Interest”) owned by the other Member (“Offeree”), specifying (x) the aggregate price to be paid for the Applicable Interest (which aggregate price shall specify separately the price placed by the Proponent on each component of the Applicable Interest and be payable only in cash_ and other terms and conditions of the Purchase Offer, (y) a date by which the Purchase Offer must be accepted (which may not be less than thirty (30) days nor more than sixty (60) days after the date the Purchase Offer is made) (the “Acceptance Date”) and (z) a proposed settlement date (the “Settlement Date”) therefor (which may not be less than thirty (30) days nor more than sixty (60) days after the specified Acceptance Date). The foregoing notwithstanding, the Settlement Date may be extended by either member by written notice to the other Member to the extent reasonably required to accommodate (i) any necessary approval or non-objection by or filing with any governmental or regulatory authority (each, a “Regulatory Approval”) including, without limitation, under the Public Utility Holding Company Act of 1935 (the “1935 Act”), or (ii) the removal of any liens, claims, charges or encumbrances attributable to the selling Member and existing on the Applicable Interest (each, a “Lien”), in either case being sought in good faith by appropriate proceedings promptly initiated and diligently conducted by the Member requesting the extension.

    (ii)        On or before the Acceptance Date, the Offeree may either accept the Purchase Offer or may by written notice to the Proponent elect to purchase all (but not less than all) of the Proponent’s Applicable Interest at the price and on the other terms and conditions specified by the Proponent in the Purchase Offer. If the Offeree neither accepts the Purchase Offer nor elects by the Acceptance Date to purchase the Proponent’s Applicable Interest, the Offeree will be deemed to have accepted the Purchase Offer.

    (iii)        In either event, the settlement will take place on the Settlement Date, as it may be extended per (b)(i) immediately above, and the Proponent will purchase, and the Offeree will sell, the Offeree’s Applicable Interest, or the Offeree will purchase, and the Proponent will sell, the Proponent’s Applicable Interest, as the case may be, at the price and place and on the other terms and conditions specified by the Proponent in the Purchase Offer, in either case free and clear of all Liens which are not connected with the financing or operation of the Company, at which time the Proponent’s Applicable Interest or the Offeree’s Applicable Interest (as the case may be) shall be delivered against payment of the said price. In order to comply with applicable regulatory requirements, the purchasing Member may designate a third party to purchase any portion or all of the Applicable Interest which the purchasing Member is committed to purchase hereunder.

ARTICLE VI
SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS, MATERIAL APPROVALS, ETC.

        Section 6.1. Initial Operations; Service Arrangements.

The Members intend to operate the Company initially with minimal staff and committed overhead and for the Company to purchase operational and other support services, technical assistance and intellectual property rights, where available, from the Members and/or their respective Affiliates at cost in accordance with the terms of (i) in the case of Cinergy Solutions and its Affiliates, that certain Service Agreement between the Company and Cinergy Solutions or an affiliate (the “Cinergy Solutions Service Agreement”), a complete copy of which Cinergy Solutions has provided to Trigen Solutions, and (ii) in the case of Trigen Solutions and its Affiliates that certain Service Agreement between the Company and Trigen Solutions or an affiliate (the “Trigen Solutions Service Agreement”), a complete copy of which Trigen Solutions has provided to Cinergy Solutions, and collectively with the Cinergy Solutions Service Agreement, the “Service Arrangements”). Each member and any Affiliate thereof which provides services to the Company pursuant to the Service Arrangements shall permit the Company reasonable access to its accounts and records, including the basis and computation of cost allocations.

        Section 6.2. Budget; Capitalization; Material Approvals.

    (a)        A complete copy of the Company’s first and, thereafter, every annual budget shall be provided to each Member.

    (b)        Cinergy Solutions shall commit to contribute forty-nine percent (49%) of the amount of the capital funding portion of the Company’s annual budget and Trigen Solutions shall commit to contribute fifty-one percent (51%) of the Company’s annual budget, to be paid to the Company at such times as the Members shall mutually agree. All capital contributions, when made, shall be in cash, unless the Members shall otherwise mutually agree. The Members shall be liable only to make their Capital Contributions pursuant to this Section 6.2 and no Members shall be required to lend any funds to the Company or to make any additional Capital Contributions to the Company.

    (c)        The capitalization of the Company shall be subject to the receipt by the Members of all requisite Regulatory Approvals and all other consents, licenses, approvals or other authorizations (together with such Regulatory Approvals, “Material Approvals”) necessary to permit the establishment and operation of the Company as contemplated herein, including, to the extent applicable, (i) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), if applicable, (ii) the approval of the Securities and Exchange Commission (“SEC”) under the 1935 Act, if applicable, and (iii) any Material Approval of any state, municipality, utility commission, regulatory body or governmental or other agency or authority thereof (each, a “Material Approval”).

    (d)        With reference to paragraph (c) above, Cinergy Solutions represents and warrants that no approval or other action of the SEC under the 1935 Act is required to be obtained by Cinergy Solutions, the Company or any other direct or indirect subsidiary of Cinergy Corp. in connection with the formation of the Company and the transactions contemplated by this Agreement and the Sweetheart Cup Project Agreements.

        Section 6.3. Status of Capital Contributions.

    (a)        Except as otherwise expressly provided in Article VII and XI, no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member’s Capital Contributions.

    (b)        No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account or for services rendered on behalf of the Company or otherwise in its capacity as a Member, except as otherwise specifically provided in this Agreement.

    (c)        No Member shall have priority over any other Member either as to the return of the amount of its Capital Contribution to the Company or as to any allocation of Net Profit and Net Loss.

        Section 6.4. Capital Accounts.

    (a)        There shall be established on the books and records of the Company a Capital Account for each Member. The initial Capital Account balance of each Member shall be the respective amounts of each such Member’s initial Capital Contribution.

    (b)        Each Member’s Capital Account shall be adjusted by (a) increasing such balance by such member’s (I) allocable shares of Net Profit (allocated in accordance with Article VII) and (ii) Capital Contributions, if any, and (b) decreasing such balance by (i) the amount of cash or the fair market value of distributions to such Member pursuant to Article VII and (ii) such Member’s allocable share of Net Loss (allocated in accordance with Article VII). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulation.

    (c)        Any Capital Contributions made in a form other than cash shall be valued at the fair market value of such property as determined by the mutual consent of the Members.

        Section 6.5. Advances.

        If any Member, at its reasonable discretion upon reasonable advance notice to the other Member and only to the extent necessary to meet short-term working capital requirements, shall advance any funds to the Company in excess of its Capital Contributions, the amount of such advance shall neither increase its Capital Account nor entitle it to any increase in its share of the distributions of the Company. The amount of any such advance shall be a debt obligation of the Company to such Member and shall be repaid to it by the Company at a reasonable interest rate not to exceed a market rate, as soon as practicable. Any such advance shall be payable and collectible only out of Company assets, and the other Members shall not be personally obligated to repay any part thereof. No Person who makes any loan to the Company shall have or acquire, as a result of making such loan, any direct or indirect interest in the profits, capital or property of the Company, other than as a creditor.

        Section 6.6. Negative Capital Accounts.

        No Member shall be required to make up a negative balance in its Capital Account.

ARTICLE VII
ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING

        Section 7.1. Allocations of Net Profit and Net Loss.

    (a)        The Net Profit and Net Loss of the Company, including each item of income, gain, loss and deduction, and credit shall be allocated with respect to each Fiscal Year (or portion thereof) among the Members in accordance with their respective Interest Percentages.

    (b)        Allocations for tax purposes shall be made in the same manner as the allocations set forth under Section 7.1(a); however the following adjustments shall be made and applied, to the extent necessary, in a manner consistent with Treasury Regulation Section 1.704-1(b):

    (i)        The allocations of income, gain, loss and deduction pursuant to Section 7.1(a) shall be adjusted to comply with the qualified income offset requirements of Treasury Regulation Section 1.704-1(b) and the nonrecourse deduction or minimum gain charge-back requirements of Treasury Regulation Section 1.704-2.

    (ii)        Any special allocations pursuant to the preceding clause (i) required in order to comply with the Treasury Regulations shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations pursuant to this Section 7.1(b) so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member had there been no such special allocation.

    (c)        If there is a charge in any Member’s share of the distributions or other items of the Company during any Fiscal Year as a result of the Transfer (as defined herein) of an Interest, allocations among the Members shall be made in accordance with their Interests in the Company from time to time during such Fiscal Year in accordance with Code Section 706, using the closing-of-the-books method; however depreciation shall be deemed to accrue ratably on a daily basis over the entire year during which the corresponding asset is owned by the Company.

        Section 7.2. Distributions.

        Distributions may be made to the Members in accordance with their Interest Percentages at such times as determined in the sole discretion of the Board of Managers, or at such other times as the Members by unanimous consent shall determine.

        Section 7.3. Limitations on Distribution.

        Notwithstanding any provisions of this Article VII to the contrary, no distribution shall be made (i) if such distribution would violate any contract or agreement to which the Company is then a party or any law then applicable to the Company, including the provisions of Section 18-607 of the Delaware Act, or (ii) to the extent that the Board of Managers determines that any amount otherwise distributable should be retained by the Company to pay, or to establish a reserve for the payment of, any liability or obligation of the Company, including obligations to pay or withhold Federal, state or local income, franchise or other taxes or levies, whether liquidated, fixed, or contingent.

        Section 7.4. Withholding Taxes.

        The Company is authorized to withhold from distributions to a Member, or with respect to allocations to a Member, and to pay over to a Federal, state or local government, any amounts required to be withheld pursuant to the Code or any provisions of any other Federal, state or local law. Any amounts so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement, and shall be offset against the current or next amounts otherwise distributable to such Member.

ARTICLE VIII
TAX MATTERS

        Section 8.1. Tax Matters.

        Cinergy Solutions is hereby designated as “Tax Matters Partner” of the Company under Section 6231 of the Code and the Treasury Regulations thereunder. Notwithstanding the foregoing designation, the Tax Matters Partner shall not take any action in its capacity as Tax Matters Partner in connection with any tax audit, contest or other similar proceeding involving the Company without the consent or approval of the other Member. The Tax Matters Partner shall keep the other Party fully apprised of its activities in its capacity as the Tax Matters Partner.

        Section 8.2. Taxation as Partnership.

        The Members intend that the Company shall be treated as a partnership for United States Federal income tax purposes and the Members agree not to take any action inconsistent with the Company’s classification as a partnership for United States Federal income tax purposes.

ARTICLE IX
BANKING; ACCOUNTING; BOOKS AND RECORDS

        Section 9.1. Banking.

        All funds of the Company may be deposited in such bank, brokerage or money market accounts as shall be established by the Board of Managers. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the Board of Managers may designate.

        Section 9.2. Maintenance of Books and Records; Accounts and Accounting Method.

        Trigen Solutions shall keep or cause to be kept at the address of the Company (or at such other place as the Company shall advise the Members in writing) full and accurate accounts of the transactions of the Company in proper books and records of account which shall set forth all information required by the Delaware Act. Such books and records shall be maintained on the basis of United States generally accepted accounting principles. Such books and records shall be available, upon two (2) Business Days’ notice to the Board of Managers, for inspection and copying at reasonable times during business hours by a Member or its duly authorized agents or representatives for any purpose reasonably related to such Member’s interest as a member in the Company.

        Section 9.3. Financial Statements.

        As soon as available and in any event within 45 days after the end of each fiscal quarter, the Company shall have prepared, and delivered to each Member, a quarterly set of primary financial statement for the Company. This set of primary financial statements shall include (i) a balance sheet reflecting the assets, liabilities and capital accounts of the Company, comparative to the prior year and the prior year-end and (ii) statements of operations for the quarter and year-to-date, comparative to the prior year. The Board of Managers shall cause the annual financial statements of the Company to be examined by the Company’s independent auditor and submitted for adoption at the annual meeting of Members.

        Section 9.4. Additional Information.

        Upon the request of a Member, the Company shall prepare additional periodic or special reports of the Company’s accounts and/or business activity considered necessary by such Member, including but not limited to, detailed reports of sales by location, detailed expense reports, reports of capital expenditures, details of assets and liabilities, and non-financial and ratio data.

        Section 9.5. Minutes of Meetings.

        The Managers shall cause minutes of all proceedings and copies of resolutions adopted at meetings of Members or Managers to be duly entered in the minute books which shall be kept at the executive offices of the Company. Any such minutes must be signed by either the Chairperson or Vice Chairperson of, and one other person (such as the Secretary) who was present at the meeting at which such resolutions were passed.

ARTICLE X
LIABILITY, EXCULPATION AND INDEMNIFICATION

        Section 10.1. Liability.

        Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

        Section 10.2. Exculpation.

    (a)        Generally. No Covered Person shall be liable to the Company or any Member for any act or omission taken or suffered by such Covered Person in good faith and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission is not in material violation of this Agreement and does not constitute Disabling Conduct by the Covered Person. No Member shall be liable to the Company or any Member for any action taken by any other Member.

    (b)        Reliance Generally. A Covered Person shall incur no liability in acting upon any signature or writing reasonably believed by it to be genuine, and may rely on a certificate signed by an executive officer of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge and may rely on an opinion of counsel selected by such Covered Person with respect to legal matters, except to the extent that such Covered Person engaged in Disabling Conduct. Each Covered Person may act directly or through its agents or attorneys. Each Covered Person may consult with counsel, appraisers, engineers, accountants and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith in reasonable reliance upon the advice of any of such Persons, except to the extent that such Covered Person engaged in Disabling Conduct. No Covered Person shall be liable to the Company or any Member for any error of judgment made in good faith by a responsible officer or officers of the Covered Person, except to the extent that such Covered Person engaged in Disabling Conduct. Except as otherwise provided in this Section 10.2, no Covered Person shall be liable to the Company or any Member for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement, except to the extent that such Covered Person engaged in Disabling Conduct. No Covered Person shall be liable for the return to any Member of all or any portion of any Member’s Capital Account or Capital Contributions, except to the extent that such Covered Person engaged in Disabling Conduct.

    (c)        Reliance on this Agreement. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, any Covered Person acting under this Agreement or otherwise shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

    (d)        Standard of Care. Whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole and absolute discretion,” “sole discretion,” “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

        Section 10.3. Indemnification.

    (a)        Indemnification Generally. The Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify, hold harmless and release each Covered Person from and against all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether juridical, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the business and affairs of, or activities undertaken in connection with, the Company, or otherwise relating to or arising out of this Agreement, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines or penalties and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims and amounts covered by this Section 10.3 and all expenses referred to in Section 10.3(c), are referred to as “Damages”), except to the extent that it shall have been determined ultimately that such Damages arose from Disabling Conduct of such Covered Person or that such Covered Person committed a material breach of this Agreement. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement arose from a material violation of this Agreement by, or Disabling Conduct of, any Covered Person.

    (b)        No Direct Member Indemnify. Members shall not be required directly to indemnify any Covered Person.

    (c)        Expenses, etc. Expenses incurred by a Covered Person in defense or settlement of any Claim that may be subject to a right of indemnification hereunder may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined ultimately that the Covered Person is not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person’s successors, assigns and legal representatives.

    (d)        Notices of Claims, etc. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding, provided that the failure of any Covered Person to give notice as provided herein shall not relieve the Company of its obligations under this Section 10.3 except to the extent that the Company is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Board of Managers may wish, with counsel reasonably satisfactory to such Covered Person. After notice from the Board of Managers to such Covered Person of the Company’s election to assume the defense thereof, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such Claim.

    (e)        No Waiver. Nothing contained in this Section 10.3 shall constitute a waiver by any Member of any right that it may have against any party under United States Federal or state securities laws.

    (f)        Authorization. Any indemnification under Section 10.3, as well as the advance payment of expenses permitted under Section 10.3(c), unless ordered by a court, must be made by this Company only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper under those circumstances. The determination must be made:

    (1)        by the Board of Managers by a majority of a quorum consisting of Managers who were not parties to the act or Proceeding;

    (2)        if a majority vote of a quorum consisting of those Managers who were not parties to the act or Proceeding so orders, by independent legal counsel in a written opinion; or

    (3)        if a quorum consisting of Managers who were not parties to the act or Proceeding cannot be obtained, by independent legal counsel in a written opinion.

ARTICLE XI TRANSFER OF INTERESTS

        Section 11.1. Personal Property; Consent for Transfers.

    (a)        Restrictions on Transfer. A Member shall not transfer, sell, assign, convey, exchange, pledge, encumber or otherwise dispose of (each, a “Transfer”) any of its Interest unless: (i) the other Member has been afforded a right of first offer in accordance with the procedures set forth in paragraph (b) of this Section 11.1; (ii) the contemplated Transfer will not adversely affect the regulatory status of the Company or the Sweetheart Cup Project; (iii) all requisite Regulatory Approvals have been duly obtained and are in full force and effect; and (iv) the contemplated Transfer will not result in adverse tax treatment for the Company, the Sweetheart Cup Project or either of the Members.

    (b)        Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

    (c)        Proportionate Sales Rights. If the Second Member does not elect to purchase the Offered Interest pursuant to Section 11.1(b) above, the Second Member shall have the right, but not the obligation, to sell to the prospective purchaser identified in the First Offer the same proportion of the Second Member’s Interest as the proportion of the Selling Member’s Interest proposed to be sold by the Selling member at the same price and otherwise on the same terms and conditions on which, and at the same time as, the Selling Member wishes to sell its Interest. The proportionate sale right specified in this Section 11.1(c) shall be exercisable by written notice given by the Second Member to the Selling Member during the same thirty (30) day period in which the Second Member may make the First Offer contemplated under Section 11.1(b). The Selling Member shall not sell any of its Interest to the prospective purchaser unless such purchaser honors its obligation to purchase a proportionate Interest from the Second member as provided herein. Any purported Transfer inconsistent with this Section 11.1(c) shall be null and void and of no effect.

        Section 11.2. Issue and Replacement of Certificates.

        Upon the request of any Member, an Interest certificate shall be delivered to such Member for the Interest held by it. Every certificate shall be signed by one Cinergy Manager and one Trigen Solutions Manager. In the case of loss, mutilation, or destruction of a share certificate a new certificate may be issued upon such terms as the Board of Managers may prescribe.

        Section 11.3. Interest Certificate Legend.

        All certificates representing Interests shall bear the following legend (in addition to any other legend required by applicable law):

        “These interests have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold, offered for sale, pledged, assigned, hypothecated or otherwise transferred in violation of any applicable securities law. These interests are subject to the terms and conditions, including restrictions on transfers, pledges or other dispositions, of a Limited Liability Company Agreement, dated as of October 20, 1999, each as amended from time to time, copies of which are on file with the Secretary of the Company.”

ARTICLE XII
DISSOLUTION AND TERMINATION OF THE COMPANY

        Section 12.1. Dissolution.

        The Company shall dissolve upon and in accordance with the mutual agreement of the Members.

        Section 12.2. Liquidation.

        Upon dissolution of the Company, the Person or Persons approved by the Board of Managers shall carry out the winding up of the Company (in such capacity, the “Liquidating Trustee”) and shall proceed, subject to the provisions herein, to liquidate the Company and apply the proceeds of such liquidation, or in its sole discretion to distribute Company assets, in the following order of priority:

        First, to creditors in satisfaction of debts and liabilities of the Company, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Members to the Company), and the expenses of liquidation, whether by payment or the making of reasonable provisions for payments, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the Liquidating Trustee, as the case may be, in amounts deemed by it to be reasonably necessary for the payment of the Company’s expenses, liabilities and other obligations (whether faxed or contingent);

        Second, to the Members in satisfaction of any loans or advances that may have been made by any of the Members to the Company whether by payment or the making of reasonable provision for payment; and

        Third, to the Members in proportion to, and to the extent of, each Member’s Capital Account, as such Capital Account has been adjusted pursuant to Article VI.

        Section 12.3. Time for Liquidation, etc.

    (a)        A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Company and the discharge of liabilities to creditors as to enable the Liquidating Trustee to seek to minimize potential losses upon such liquidation. The provisions of this Agreement shall remain in full force and effect during the period of winding up and until the filing of a certificate of cancellation of the Company with the Secretary of State of the State of Delaware.

    (b)        Upon completion of the foregoing, the Liquidating Trustee shall execute, acknowledge and cause to be filed a certificate of cancellation of the Company with the Secretary of State of the State of Delaware.

        Section 12.4. Claims of the Members.

        The Members and any former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provisions of all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against any Member, any Manager or their Affiliates.

ARTICLE XIII
CERTAIN DEFINITIONS

        Section 13.1. Definitions.

        Unless the context otherwise requires, the terms defined in this Section shall, for the purposes of this Agreement, have the meanings herein specified.

        “Affiliate” shall mean, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

        “Business Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.

        “Capital Account” shall mean, with respect to any Member, the account maintained for such Member in accordance with the provisions of Section 6.4 hereof.

        “Capital Contribution” shall mean, with respect to any Member, the amount set forth opposite the name of such Member on Schedule I under the column “Capital Contribution”.

        “Code” shall mean the Internal Revenue Code of 1986, as amended.

        “Covered Person” shall mean a Member, a Manager, or any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company, a Member, or a Manager; any officers, directors, shareholders, controlling persons, partners, employees, representatives or agents of a Member, a Manager or their respective Affiliates; or any officer, employee or agent of the Company or its Affiliates; or any Person who was, at the time of the act or omission in question, such a Person.

        “Disabling Conduct” shall mean conduct that constitutes fraud, a willful violation of law, gross negligence or reckless disregard of duty in the conduct of the duties of the Person referred to.

        “Interest” shall mean a Member’s limited liability company interest in the Company which represents such Member’s share of the profits and losses of the Company and such Member’s rights to receive distributions of the Company’s assets and to participate in the management of the Company in accordance with the provisions of this Agreement and the Delaware Act.

        “Interest Percentage” shall mean the percentage shown on Schedule 1 hereto under the heading “Interest Percentage”.

        “Manager” shall mean a “manager” within the meaning of the Delaware Act and a member of the Board of Managers.

        “Member” shall mean any Person named as a member of the Company on Schedule 1 and “Members” shall mean two (2) or more of such Persons when acting in their capacities as members of the Company.

        “Net Profit” or “Net Loss” shall mean, for any Fiscal Year, the net income or net loss of the Company for such Fiscal Year, determined in accordance with Section 703(a) of the Code, including any items that are separately stated for purposes of Section 702(a) of the Code, as determined in accordance with Federal income tax accounting principles with the following adjustments:

    (a)        any income of the Company that is exempt from Federal income tax shall be included as income;

    (b)        any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(1) shall be treated as current expenses;

    (c)        no effect shall be given to any adjustments made pursuant to Section 734 or 743 of the Code; and

    (d)        the basis of property contributed to the Company shall initially be treated as equal to the agreed upon valuation of such property, and all gain, loss, depreciation and amortization on such property shall be determined based on such agreed upon value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

        “Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, joint-stock company, estate, limited liability company, unincorporated organization other legal entity or organization.

        “Subsidiary” or “Subsidiaries” of any Person means any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity.

        “Treasury Regulations” shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

ARTICLE XIV MISCELLANEOUS PROVISIONS

        Section 14.1. Amendments Generally.

        The terms and provisions of this Agreement shall not be modified or amended at any time except by the unanimous consent of the Members; provided, that, without the consent of any of the Members, the Board of Managers may amend Schedule 1 attached hereto to reflect changes validly made, pursuant to the terms of this Agreement.

        Section 14.2. Entire Agreement.

        This Agreement (including all attachments hereto) constitutes the entire agreement between the Members with respect to the Company and supersedes all other prior agreements and understandings, both written and oral, between the Members or their respective Affiliates with respect to the Company.

        Section 14.3. Notices.

        All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to the other Member as follows:

         If to Cinergy Solutions:

         Cinergy Solutions, Inc.
         139 E. Fourth Street
         Cincinnati, Ohio  45202
         Attention: Donald B. Ingle, Jr.

         with a copy to:
         Cinergy Corp.
         139 E. Fourth Street
         Cincinnati, Ohio 45202
         Attention: General Counsel

         and

         if to Trigen Solutions:

         Trigen Solutions, Inc.
         One Water Street
         White Plains, New York 10601
         Attention: General Counsel

or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

        Section 14.4. Table of Contents and Headings.

        The table of contents and the headings and subheadings of the sections of this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision thereof.

        Section 14.5. Assignment.

        This Agreement shall not be assigned by either Member or by operation of law or otherwise.

        Section 14.6. Severability.

        The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid and unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

        Section 14.7. Extension; Waiver.

        Each Member may (i) extend the time for the performance of any of the obligations or other acts of the other Members, (ii) waive any inaccuracies in the representations and warranties of the other Member contained herein, or (iii) waive compliance by the other Member with any of the agreements or conditions contained herein. Any agreement on the part of any Member to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Member. The failure of any Member hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

        Section 14.8. Governing Law.

        This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the principles of conflicts of law thereof.

        Section 14.9. Names and Logos.

        To further the objectives of this Agreement and the Company, the Members acknowledge and agree that the Company shall have the non-exclusive right to use the names and logos of the Members to the extent such use is reasonable and in connection with the implementation of this Agreement.

        Section 14.10. Further Actions.

        Each Member shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Company in connection with the formation of the Company and the achievement of its purposes, including, without limitation, (a) any documents that the Company deems necessary or appropriate to form, qualify or continue the Company as a limited liability company in all jurisdictions in which the Company conducts or plans to conduct business and (b) all such agreements, certificates, tax statements and other documents as may be required to be filed in respect of the Company.

        Section 14.11. Counterparts.

        This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

        IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement of Trigen-Cinergy Solutions of Owings Mills LLC as of the day and year first above written.

                                            CINERGY SOLUTIONS, INC.

                                            By: __________________________
                                            Name:
                                            Title:


                                            TRIGEN SOLUTIONS, INC.


                                            By: __________________________
                                            Name:
                                            Title:

                                      SCHEDULE 1


     Members'                            Capital                     Interest
       Names                           Contribution                 Percentage
       -----                           ------------                 ----------

Cinergy Solutions                         $ 49.00                      49.0%

Trigen Solutions                          $ 51.00                      51.0%

SCHEDULE 2

MATTERS REQUIRING ACTION OF THE BOARD OF MANAGERS OF THE COMPANY

(a) Demand for capital contributions from the Members.

(b) Borrowing money or guaranteeing the obligations of any Person not in the ordinary course of business, or mortgaging, pledging or granting a security interest in assets not in the ordinary course of business, in any one transaction or a series of related transactions.

(c) Entering into a transaction or agreement with an Affiliate of a Member other than as specifically set forth in this Agreement.

(d) Unbudgeted acquisitions not in the ordinary course of business.

(e) Disposition of assets not in the ordinary course of business.

(f) Entering into any contract not in the ordinary course of business which requires unbudgeted expenditures, commitments or liabilities.

(g) Amendments to governing documents of the Company.

(h) Issuance of Interests to third parties.

(i) Engaging in a business activity other than the Sweetheart Cup Project.

(j) Commencing the process of dissolution, liquidation, insolvency or voluntary bankruptcy.

(k) Approving any merger or consolidation of the Company.

(l) Forming any subsidiary.

(m) Execution of any material credit agreement or any amendment or modification thereof or implementation of any material change in capital structure.

(n) Commencing or settling any material litigation.

(o) Engaging or terminating principal auditors or attorneys.

(p) Any amendment or modification of terms or provisions of the Service Arrangements.

(q) Such other matters as the Parties or their designated Managers shall by mutual consent determine as being appropriate.

EX-99

TRIGEN-CINERGY SOLUTIONS

OF

OWINGS MILLS ENERGY EQUIPMENT LEASING LLC

LIMITED LIABILITY COMPANY AGREEMENT

DATED AS OF OCTOBER 20, 1999

TABLE OF CONTENTS

ARTICLE I   ORGANIZATION.......................................................2

   Section 1.1.   Name.........................................................2
   Section 1.2.   Term.........................................................2
   Section 1.3.   Registered Agent and Office..................................2
   Section 1.4.   Principal Places of Business.................................2
   Section 1.5.   Qualifications in Other Jurisdictions........................2
   Section 1.6.   Fiscal Year..................................................2

ARTICLE II   PURPOSE AND POWERS................................................3

   Section 2.1.   Purpose of the Company.......................................3
   Section 2.2.   Powers of the Company........................................3

ARTICLE III   MEMBERS..........................................................3

   Section 3.1.   Members......................................................3
   Section 3.2.   Powers of Members............................................3
   Section 3.3.   Meetings of Members..........................................3
   Section 3.4.   Member Representations.......................................4

ARTICLE IV   MANAGEMENT........................................................5

   Section 4.1.   The Board of Managers........................................5
   Section 4.2.   Notice.......................................................6
   Section 4.3.   Meetings; Electronic Communications..........................6
   Section 4.4.   Quorum and Voting............................................6
   Section 4.5.   Action Without a Meeting.....................................6
   Section 4.6.   Delegation of Powers.........................................7
   Section 4.7.   Executive Committee..........................................7
   Section 4.8.   Chairperson and Vice Chairperson.............................7
   Section 4.9.   Officers.....................................................7
   Section 4.10. Matters for Board Determination...............................9

ARTICLE V   DEADLOCK RESOLUTION................................................9

   Section 5.1.  Deadlocks.....................................................9
   Section 5.2.  Resolution Mechanism..........................................9

ARTICLE VI   SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS,
             MATERIAL APPROVALS, ETC..........................................11

   Section 6.1.  Initial Operations; Service Arrangements.....................11
   Section 6.2.  Budget; Capitalization; Material Approvals...................11
   Section 6.3.  Status of Capital Contributions..............................12
   Section 6.4.  Capital Accounts.............................................12
   Section 6.5.  Advances.....................................................12
   Section 6.6.  Negative Capital Accounts....................................13

ARTICLE VII   ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING......................13

   Section 7.1.  Allocations of Net Profit and Net Loss.......................13
   Section 7.2.  Distributions................................................14
   Section 7.3.  Limitations on Distribution..................................14
   Section 7.4.  Withholding Taxes............................................14

ARTICLE VII   TAX MATTERS.....................................................14

   Section 8.1.  Tax Matters..................................................14
   Section 8.2.  Taxation as Partnership......................................14

ARTICLE IX   BANKING; ACCOUNTING; BOOKS AND RECORDS...........................15

   Section 9.1.  Banking......................................................15
   Section 9.2.  Maintenance of Books and Records; Accounts and
                        Accounting Method.....................................15
   Section 9.3.  Financial Statements.........................................15
   Section 9.4.  Additional Information.......................................15
   Section 9.5.  Minutes of Meetings..........................................15

ARTICLE X   LIABILITY, EXCULPATION AND INDEMNIFICATION........................16

   Section 10.1.  Liability...................................................16
   Section 10.2.  Exculpation.................................................16
   Section 10.3.  Indemnification.............................................17

ARTICLE XI   TRANSFER OF INTERESTS............................................18

   Section 11.1.  Personal Property; Consent for Transfers....................18
   Section 11.2.  Issue and Replacement of Certificates.......................20
   Section 11.3  Interest Certificate Legend..................................20

ARTICLE XII   DISSOLUTION AND TERMINATION OF THE COMPANY......................20

   Section 12.1.  Dissolution.................................................20
   Section 12.2.  Liquidation.................................................20
   Section 12.3.  Time for Liquidation, etc...................................21
   Section 12.4.  Claims of the Members.......................................21

ARTICLE XIII   CERTAIN DEFINITIONS............................................21

   Section 13.1.  Definitions.................................................21

ARTICLE XIV   MISCELLANEOUS PROVISIONS........................................23

   Section 14.1.    Amendments Generally......................................23
   Section 14.2.    Entire Agreement..........................................23
   Section 14.3.    Notices...................................................24
   Section 14.4.    Table of Contents and Headings............................24
   Section 14.5.    Assignment................................................24
   Section 14.6.    Severability..............................................25
   Section 14.7.    Extension; Waiver.........................................25
   Section 14.8.    Governing Law.............................................25
   Section 14.9.    Names and Logos...........................................25
   Section 14.10.  Further Actions............................................25
   Section 14.11.  Counterparts...............................................26

LIST OF ATTACHMENTS

Schedule 1     -     Interest Percentages, Etc.

Schedule 2     -     Matters Requiring Action of the board of Managers of the Company

INDEX OF DEFINED TERMS                          TERM SECTION NUMBER

1935 Act                                                5.2(b)(i)
Acceptance Date                                         5.2(b)(i)
Affiliate                                                    13.1
Agreement                                                Preamble
Applicable Interest                                     5.2(b)(i)
Board of Managers                                             3.2
Business Day                                                 13.1
Capital Account                                              13.1
Capital Contribution                                         13.1
Certificate                                                   1.2
Cinergy Solutions Managers                                 4.1(c)
Cinergy Solutions Service Agreement                           6.1
Cinergy Solutions                                        Preamble
Claims                                                    10.3(a)
Code                                                         13.1
Company                                                  Preamble
Covered Person                                               13.1
Damages                                                   10.3(a)
Deadlock                                                      5.1
Delaware Act                                             Recitals
Disabling Conduct                                            13.1
Executive Committee                                           4.7
First Offer                                               11.1(b)
First Offer Price                                         11.1(b)
Fiscal Year                                                   1.6

Interest                                                     13.1
Interest Percentage                                          13.1
HSR Act                                                    6.2(c)
Joint Venture Agreement                                  Recitals
Lien                                                    5.2(b)(i)
Liquidating Trustee                                          12.1
Manager                                                      13.1
Material Approvals                                         6.2(c)
Member                                             Recitals, 13.1
Members                                                  Recitals
Net Loss                                                     13.1
Net Profit                                                   13.1
Offeree                                                 5.2(b)(i)
Offered Interest                                          11.1(b)

Sweetheart Cup Project                                   Recitals

Person                                                       13.1
Proceeding                                                10.3(a)
Proponent                                                  5.1(i)
Proposal                                                   5.1(i)
Regulatory Approval                                     5.2(b)(i)
SEC                                                        6.2(c)
Second Member                                             11.1(b)
Selling Member                                            11.1(b)
Settlement Date                                         5.2(b)(i)
Service Arrangements                                          6.1
Subsidiary or Subsidiaries                                   13.1
Tax Matters Partner                                           8.1
Transfer                                                  11.1(a)
Treasury Regulations                                         13.1
Trigen Solutions                                         Preamble
Trigen Solutions Managers                                  4.1(c)
Trigen Solutions Service Agreement                            6.1

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRIGEN-CINERGY SOLUTIONS

OF

OWINGS MILLS ENERGY EQUIPMENT LEASING LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing LLC, a Delaware limited liability company (the “Company”), dated as of October 20, 1999, by and between Cinergy Solutions, Inc., a Delaware corporation (“Cinergy Solutions”), and Trigen Solutions, Inc., a Delaware corporation (“Trigen Solutions”), certain capitalized terms used herein without definition having the meanings specified in Section 13.1;

W I T N E S S E T H

        WHEREAS, Cinergy Solutions and Trigen Solutions have been engaged in discussions with Sweetheart Cup Corporation (“Customer”) concerning the Company leasing to Customer a combined heat and power facility located at the Customer’s plant in Owings Mills, Maryland (the “Sweetheart Cup Project”);

        WHEREAS, pursuant to those discussions, and to assist in implementing and performing the Sweetheart Cup Project, Cinergy Solutions and Trigen Solutions have formed the Company under the Delaware Limited Liability Company Act (the “Delaware Act”);

        WHEREAS, as contemplated by the Delaware Act, Cinergy Solutions and Trigen Solutions, as the sole initial members of the Company (each in such capacity, a “Member”), are entering into this Agreement to govern the affairs of the Company and the conduct of its business;

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

ARTICLE I
ORGANIZATION

        Section 1.1. Name.

        The name of the Company is “Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Company.

        Section 1.2. Term.

        The existence of the Company commenced on October 20, 1999, the date of the filing of the Certificate of Formation (the “Certificate”) with the office of the Secretary of State of the State of Delaware, and shall continue until the Company is dissolved in accordance with the provisions of this Agreement.

        Section 1.3. Registered Agent and Office.

        The registered office of the Company in Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware. At any time, the Company may designate another registered agent and/or registered office. The registered agent for service of process on the Company in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware.

        Section 1.4. Principal Places of Business.

        The principal places of business of the Company shall be at One Water Street, White Plains, NY 10601 and 139 E. Fourth Street, Cincinnati, Ohio 45202. Upon agreement of its Members, the Company may change the location of the Company’s principal place of business.

        Section 1.5. Qualifications in Other Jurisdictions.

        The Company shall be qualified or registered to do business in Maryland and in such other jurisdictions, if any, in which the Company transacts business and in which such qualification or registration is required by law or deemed advisable by the Company. The Secretary of the Company, as an authorized person within the meaning of the Delaware Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any such jurisdiction.

        Section 1.6. Fiscal Year.

        The fiscal year of the Company (the “Fiscal Year”) shall end on the 31^st day of December in each year. The Company shall have the same fiscal year for income tax and for financial and accounting purposes.

ARTICLE II
PURPOSE AND POWERS

        Section 2.1. Purpose of the Company.

        The purpose of the Company is to participate in the Sweetheart Cup Project in accordance with the terms of the Equipment Lease and associated schedules with Customer and related agreements, and any other purpose decided upon by the Board of Managers of the Company by unanimous vote.

        Section 2.2. Powers of the Company.

        Subject to the terms and conditions of this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1.

ARTICLE III
MEMBERS

        Section 3.1. Members.

        The name, initial Capital Contributions and initial Interest Percentage of each Member are listed on Schedule 1 attached hereto. The Company shall be required to update Schedule 1 from time to time as necessary to reflect accurately the information therein. Any reference in this Agreement to Schedule 1 shall be deemed to be a reference to Schedule 1 as amended and in effect from time to time.

        Section 3.2. Powers of Members.

        Except as otherwise provided herein, the Members shall have no power to transact any business in the Company’s name nor have the power to sign documents for or otherwise bind the Company. Additional Members may only be added to the Company upon the unanimous consent of existing Members and otherwise in compliance with Article XI hereof. Subject to the provisions of the Delaware Act, the Certificate and this Agreement, the Members hereby delegate any or all such powers to the Board of Managers of the Company (the “Board of Managers”) to carry out the business affairs of the Company on the Members’ behalf. Any power not reserved to the Members or delegated to the officers shall remain with the Board of Managers. The Board of Managers shall be appointed in accordance with the provisions of Article IV.

        Section 3.3. Meetings of Members.

    (a)        Annual Meeting. An annual meeting of the Members shall be held once a year on such date as the Board of Managers shall designate.

    (b)        Special Meetings. Special meetings of the Members, for any purpose or purposes, may be called by the Board of Managers or at the request of any Member. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice, unless otherwise agreed by the Members attending the meeting.

    (c)        Place of Meeting. All meetings of Members shall be held at such place within or without the State of Delaware as the Board of Managers shall designate.

    (d)        Notice of Meetings. Notice of all meetings of Members, stating the time, place and purpose of the meeting, shall be given at least two (2) days and not more than sixty (60) days before the meeting. Any adjourned meeting may be held as adjourned without further notice, provided that any adjourned session or sessions are held within sixty (60) days after the date set for the original meeting. No notice need be given to any Member if a written waiver of notice, executed before or after the meeting by such Member or his representative thereunto duly authorized, is filed with the records of the meeting, or to any Member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

    (e)        Quorum and Voting. The presence of at least one duly authorized representative of each Member shall constitute a quorum for purposes of transacting business at any meeting of Members. Except as otherwise provided by this Agreement, any question brought before any meeting shall be decided by the Members who, at the time in question and in the aggregate, hold, or hold proxies with respect to, one hundred percent (100%) of Interest Percentages. Interests of Members may be voted in person or by proxy.

    (f)        Electronic Communications. Members may participate in any meeting of Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

    (g)        Actions of Members Without a Meeting. Any action required to be taken at any meeting of Members or otherwise, or any action which may be taken at any meeting of Members or otherwise, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Members having one hundred percent (100%) of the Interest Percentages. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

        Section 3.4. Member Representations.

    (a)        Each Member represents and warrants to the other and the Company that (i) its Interest has been acquired for its own account, for investment, and not with an intent or a present view to participating, directly or indirectly, in or for the resale in connection with any distribution (as interpreted under any applicable law) thereof, nor with any present intention of dividing its participation, distribution, reselling, assigning or otherwise disposing of all or part of such Interest, and (ii) it will not make or offer to make a transfer of its Interest in violation of the Securities Act of 1933, as amended, or any other applicable Federal or state securities laws.

    (b)        Each Member represents and warrants to the other Members and the Company that this Agreement has been duly authorized, executed and delivered on behalf of such Member and is the legal, valid and binding obligation of such Member, enforceable against it in accordance with its terms.

ARTICLE IV
MANAGEMENT

        Section 4.1. The Board of Managers.

    (a)        General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by or under the direction of the Board of Managers. Other than rights and powers expressly reserved to Members by this Agreement of the Delaware Act, the Board of Managers shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein.

    (b)        Duties. The Board of Managers shall be obligated to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. A Manager shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

    (c)        Board Composition; Removal and Vacancies. Cinergy Solutions shall be entitled to designate one-half of the Managers to the Board of Managers and Trigen Solutions shall be entitled to designate the remaining half of the Managers to the Board of Managers. Those Managers designated to the Board of Managers by Cinergy Solutions are referred to herein as the “Cinergy Solutions Managers” and those Managers designated to the Board of Managers by Trigen Solutions are referred to herein as the “Trigen Solutions Managers”. Each Manager shall serve until his or her removal, resignation, death or retirement. Each Member shall vote all of its Interest and shall take all other action necessary or desirable within its control (including, without limitation, attendance at meetings in person or by proxy and execution of written consents in lieu of meetings), so that the designees of the other Member are duly elected to the Board of Managers. Upon the removal, resignation, death or retirement of a Manager, or vacation of office by any Manager for any reason, his or her successor shall be nominated and elected by the same Member as originally proposed by the former Manager. Any successor so elected shall retain his or her office during such time only as the former Manager was entitled to retain the same. Trigen Solutions shall have the exclusive right to remove any Trigen Solutions Manager at any time and for any reason whatsoever and to fill the vacancy of the Trigen Solutions Managers, and Cinergy Solutions shall have the exclusive right to remove any Cinergy Solutions Manager at any time and for any reason whatsoever and to fill the vacancy of the Cinergy Solutions Managers.

    (d)        Restrictions on the Board. The Board of Managers shall not: (i) do any act in contravention of any applicable law or regulation, or provision of this Agreement; (ii) possess Company property for other than a Company purpose; or (iii) admit any new Members without the unanimous consent of existing Members or without compliance with Article XI hereof.

        Section 4.2. Notice.

        Meetings of the Board of Managers may be held at such places and at such times as the Board of Managers may from time to time determine and, if so determined by a quorum of the Board of Managers, no advance notice of meeting need be given. Any three (3) Managers may at any time call a meeting of the Board of Managers. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified, prepaid first class, mail, or by fax or cable, upon each member of the Board of Managers and shall be given at least twenty-four (24) hours prior to the time of the meeting. No notice need be given to any Manager if a written waiver of notice, executed before or after the meeting by such Manager thereunto duly authorized, is filed with the records of the meeting, or to any Manager who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

        Section 4.3. Meetings; Electronic Communications.

        Regular meetings of the Board of Managers shall be held on such dates as the Board of Managers shall agree but not less frequently than once in each fiscal year of the Company. Members of the Board of Managers, or of any committee designated by the board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 4.4. Quorum and Voting.

        A majority of the Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers, provided, that at least one Cinergy Solutions Manager and one Trigen Solutions Manager are present. Action by the Board of Managers must be authorized by the unanimous vote of the Managers present at the meeting.

        Section 4.5. Action Without a Meeting.

        Any action which is required to be, or which may be, taken at any annual, regular or special meeting of the Board of Managers or otherwise, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the Managers in office. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

        Section 4.6. Delegation of Powers.

        Subject to any limitation set forth in the Delaware Act, the Board of Managers may delegate any of its powers to committees or to officers consisting of persons who may or may not be Managers. Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the Board of Managers.

        Section 4.7. Executive Committee.

        The Board of Managers shall have an Executive Committee consisting of two (2) Managers, one Cinergy Solutions Manager and one Trigen Solutions Manager (the “Executive Committee”). Actions of the Executive Committee shall require unanimous consent of both Managers. Meetings of the Executive Committee may be called by any member thereof upon twenty-four (24) hours’ prior notice. The Executive Committee shall be empowered to act on such matters as may be from time to time delegated to it by the Board of Managers and in accordance with the terms and conditions of any such delegation.

        Section 4.8. Chairperson and Vice Chairperson.

        The Board of Managers shall designate one of its members as the Chairperson and another as the Vice Chairperson. The Cinergy Managers shall have the right to designate the Chairperson serving for a three-year term from the formation of the Company. The next Chairperson shall be designated by the Trigen Solutions Managers and shall serve for a term of three (3) years, with the position thereafter alternating for three-year terms between the designees of each of the Cinergy Managers and the Trigen Solutions Managers. A Vice Chairperson shall be designated by the Managers whose designee is not serving as the Chairperson. Neither the Chairperson nor the Vice Chairperson shall have any additional or special voting rights and either may be replaced at any time during his or her term by the Managers by whom initially designated. The Chairperson shall preside over all meetings of the Board of Managers. In the absence of the Chairperson, the Vice Chairperson shall preside over a meeting of the Board of Managers. The Chairperson and Vice Chairperson shall have such other authority and perform such duties as the Board of Manages may determine in its sole discretion.

        Section 4.9. Officers.

    (a)        General. Annually, for the initial three-year period from the formation of the Company, the Trigen Solutions Managers shall have the right to appoint the President/Chief Executive Officer of the Company, subject to the prior consent of Cinergy Solutions (which consent shall not be unreasonably withheld). Annually, for the initial three-year period from the formation of the Company, the Cinergy Solutions Managers shall have the right to appoint each of the Executive Vice President/Chief Operating Officer and the Secretary of the Company, subject to the prior consent of Trigen Solutions (which consent shall not be unreasonably withheld). Upon completion of the initial three-year period, the Board of Managers shall determine whether to continue such officer-appointment procedure or adopt another procedure.

    (b)        Election, Term of Office, Qualifications, and Compensation. Except as provided in Section 4.9(a), the officers shall be appointed by the Board of Managers. Except as provided in paragraphs (c) or (d) of this Section 4.9, each Officer shall hold office until his or her successor shall have been chosen and qualified. Any two (2) offices, except those of the Chief Executive Officer, the Chief Operating Officer and the Secretary, may be held by the same Person, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law or this Agreement to be executed, acknowledged or verified by any two (2) or more officers.

    (c)        Resignations and Removals. Any Officer may resign his or her office at any time by delivering a written resignation to the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Except as set forth in Section 4.9(a), any Officer may be removed from office with or without cause by the Board of Managers.

    (d)        Vacancies and Newly Created Offices. Except as set forth in Section 4.9(a), if any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the Board of Managers.

    (e)        Conduct of Business. Subject to the provisions of the Certificate and this Agreement (including without limitation Section 6.1), the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with the Certificate and this Agreement, and with directions which may be given from time to time by the Board of Managers.

    (f)        Chief Executive Officer. Subject to the further directive of the Board of Managers, the Chief Executive Officer shall have general and active management of the business of the Company subject to the supervision of the Board of Managers, shall see that all orders and resolutions of the Board of Managers are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (g)        Chief Operating Officer. The Chief Operating Officer shall have such authority and perform such duties as the Board of Managers may determine in its sole discretion.

    (h)        The Secretary. The Secretary shall attend all meetings of the Members and the Board of Managers and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members or the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers or the Chief Executive Officer, under whose supervision the Secretary shall be. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

    (i)        Other Officers. The Board of Managers from time to time may appoint such other subordinate officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Managers may determine in its sole discretion. The Board of Managers from time to time may delegate to one or more offices or agents the power to appoint any such subordinate officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (j)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.10. Matters for Board Determination.

        Notwithstanding anything to the contrary contained in this Agreement, the Company shall not take any action with respect to matters identified on Schedule 2 hereto without first obtaining the approval of the Board of Managers.

ARTICLE V
DEADLOCK RESOLUTION

        Section 5.1. Deadlocks.

        A “Deadlock” shall be a fundamental breakdown in the relationship between the parties as evidenced by the sequence of events described below.

    (a)        A Member or a Manager (the “Proponent”), advances a proposal (the “Proposal”) for consideration at a meeting of the Board of Managers or Members of the Company; and

    (b)        Prior to the meeting at which the Proposal is advanced, the Proponent notifies the Board of Managers and/or Members that it considers the Proposal to be essential to the continuance of the Proponent’s investment in the Company, specifying the reasons therefore; and

    (c)        The Proposal is not approved at that meeting (as a result of either a rejection thereof or a failure to consider it) or the meeting is canceled by reason of a lack of a quorum resulting from the non-attendance of the non-Proponent Member’s designees, at which time a Deadlock will be deemed to have occurred.

        Section 5.2. Resolution Mechanism.

    (a)        Upon the occurrence of a Deadlock, the Proponent may cause the Proposal and the Deadlock to be referred to the Chief Executive Officers of the ultimate U.S. parent company of each of their respective Affiliated group of companies (i.e., Trigen Solutions Energy Corporation, a Delaware corporation, in the case of Trigen Solutions and Cinergy Corp., a Delaware corporation, in the case of Cinergy Solutions). If such Chief Executive Officers are unable to resolve the Deadlock within ten (10) business days thereafter, then (but only then) the provisions of Section 5.2(b) shall apply; provided, however, that the provisions of Section 5.2(b) shall not apply until the first anniversary of the formation of the Company, unless a failure to act by the Company would result in a breach of a material agreement to which the Company is a party or violate any applicable legal or regulatory requirement.

    (b)        (i) Within thirty (30) days after the expiration of the ten (10) business-day period referred to in paragraph (a) above, the Proponent may offer to purchase (“Purchase Offer”) all (but not less than all) of the Interests and any indebtedness of the Company (collectively the “Applicable Interest”) owned by the other Member (“Offeree”), specifying (x) the aggregate price to be paid for the Applicable Interest (which aggregate price shall specify separately the price placed by the Proponent on each component of the Applicable Interest and be payable only in cash_ and other terms and conditions of the Purchase Offer, (y) a date by which the Purchase Offer must be accepted (which may not be less than thirty (30) days nor more than sixty (60) days after the date the Purchase Offer is made) (the “Acceptance Date”) and (z) a proposed settlement date (the “Settlement Date”) therefor (which may not be less than thirty (30) days nor more than sixty (60) days after the specified Acceptance Date). The foregoing notwithstanding, the Settlement Date may be extended by either member by written notice to the other Member to the extent reasonably required to accommodate (i) any necessary approval or non-objection by or filing with any governmental or regulatory authority (each, a “Regulatory Approval”) including, without limitation, under the Public Utility Holding Company Act of 1935 (the “1935 Act”), or (ii) the removal of any liens, claims, charges or encumbrances attributable to the selling Member and existing on the Applicable Interest (each, a “Lien”), in either case being sought in good faith by appropriate proceedings promptly initiated and diligently conducted by the Member requesting the extension.

    (ii)        On or before the Acceptance Date, the Offeree may either accept the Purchase Offer or may by written notice to the Proponent elect to purchase all (but not less than all) of the Proponent’s Applicable Interest at the price and on the other terms and conditions specified by the Proponent in the Purchase Offer. If the Offeree neither accepts the Purchase Offer nor elects by the Acceptance Date to purchase the Proponent’s Applicable Interest, the Offeree will be deemed to have accepted the Purchase Offer.

    (iii)        In either event, the settlement will take place on the Settlement Date, as it may be extended per (b)(i) immediately above, and the Proponent will purchase, and the Offeree will sell, the Offeree’s Applicable Interest, or the Offeree will purchase, and the Proponent will sell, the Proponent’s Applicable Interest, as the case may be, at the price and place and on the other terms and conditions specified by the Proponent in the Purchase Offer, in either case free and clear of all Liens which are not connected with the financing or operation of the Company, at which time the Proponent’s Applicable Interest or the Offeree’s Applicable Interest (as the case may be) shall be delivered against payment of the said price. In order to comply with applicable regulatory requirements, the purchasing Member may designate a third party to purchase any portion or all of the Applicable Interest which the purchasing Member is committed to purchase hereunder.

ARTICLE VI
SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS, MATERIAL APPROVALS, ETC.

        Section 6.1. Initial Operations; Service Arrangements.

The Members intend to operate the Company initially with minimal staff and committed overhead and for the Company to purchase operational and other support services, technical assistance and intellectual property rights, where available, from the Members and/or their respective Affiliates at cost in accordance with the terms of (i) in the case of Cinergy Solutions and its Affiliates, that certain Service Agreement between the Company and Cinergy Solutions or an affiliate (the “Cinergy Solutions Service Agreement”), a complete copy of which Cinergy Solutions has provided to Trigen Solutions, and (ii) in the case of Trigen Solutions and its Affiliates that certain Service Agreement between the Company and Trigen Solutions or an affiliate (the “Trigen Solutions Service Agreement”), a complete copy of which Trigen Solutions has provided to Cinergy Solutions, and collectively with the Cinergy Solutions Service Agreement, the “Service Arrangements”). Each member and any Affiliate thereof which provides services to the Company pursuant to the Service Arrangements shall permit the Company reasonable access to its accounts and records, including the basis and computation of cost allocations.

        Section 6.2. Budget; Capitalization; Material Approvals.

    (a)        A complete copy of the Company’s first and, thereafter, every annual budget shall be provided to each Member.

    (b)        Cinergy Solutions shall commit to contribute forty-nine percent (49%) of the amount of the capital funding portion of the Company’s annual budget and Trigen Solutions shall commit to contribute fifty-one percent (51%) of the Company’s annual budget, to be paid to the Company at such times as the Members shall mutually agree. All capital contributions, when made, shall be in cash, unless the Members shall otherwise mutually agree. The Members shall be liable only to make their Capital Contributions pursuant to this Section 6.2 and no Members shall be required to lend any funds to the Company or to make any additional Capital Contributions to the Company.

    (c)        The capitalization of the Company shall be subject to the receipt by the Members of all requisite Regulatory Approvals and all other consents, licenses, approvals or other authorizations (together with such Regulatory Approvals, “Material Approvals”) necessary to permit the establishment and operation of the Company as contemplated herein, including, to the extent applicable, (i) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), if applicable, (ii) the approval of the Securities and Exchange Commission (“SEC”) under the 1935 Act, if applicable, and (iii) any Material Approval of any state, municipality, utility commission, regulatory body or governmental or other agency or authority thereof (each, a “Material Approval”).

    (d)        With reference to paragraph (c) above, Cinergy Solutions represents and warrants that no approval or other action of the SEC under the 1935 Act is required to be obtained by Cinergy Solutions, the Company or any other direct or indirect subsidiary of Cinergy Corp. in connection with the formation of the Company and the transactions contemplated by this Agreement and the Sweetheart Cup Project Agreements.

        Section 6.3. Status of Capital Contributions.

    (a)        Except as otherwise expressly provided in Article VII and XI, no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member’s Capital Contributions.

    (b)        No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account or for services rendered on behalf of the Company or otherwise in its capacity as a Member, except as otherwise specifically provided in this Agreement.

    (c)        No Member shall have priority over any other Member either as to the return of the amount of its Capital Contribution to the Company or as to any allocation of Net Profit and Net Loss.

        Section 6.4. Capital Accounts.

    (a)        There shall be established on the books and records of the Company a Capital Account for each Member. The initial Capital Account balance of each Member shall be the respective amounts of each such Member’s initial Capital Contribution.

    (b)        Each Member’s Capital Account shall be adjusted by (a) increasing such balance by such member’s (I) allocable shares of Net Profit (allocated in accordance with Article VII) and (ii) Capital Contributions, if any, and (b) decreasing such balance by (i) the amount of cash or the fair market value of distributions to such Member pursuant to Article VII and (ii) such Member’s allocable share of Net Loss (allocated in accordance with Article VII). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulation.

    (c)        Any Capital Contributions made in a form other than cash shall be valued at the fair market value of such property as determined by the mutual consent of the Members.

        Section 6.5. Advances.

        If any Member, at its reasonable discretion upon reasonable advance notice to the other Member and only to the extent necessary to meet short-term working capital requirements, shall advance any funds to the Company in excess of its Capital Contributions, the amount of such advance shall neither increase its Capital Account nor entitle it to any increase in its share of the distributions of the Company. The amount of any such advance shall be a debt obligation of the Company to such Member and shall be repaid to it by the Company at a reasonable interest rate not to exceed a market rate, as soon as practicable. Any such advance shall be payable and collectible only out of Company assets, and the other Members shall not be personally obligated to repay any part thereof. No Person who makes any loan to the Company shall have or acquire, as a result of making such loan, any direct or indirect interest in the profits, capital or property of the Company, other than as a creditor.

        Section 6.6. Negative Capital Accounts.

        No Member shall be required to make up a negative balance in its Capital Account.

ARTICLE VII
ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING

        Section 7.1. Allocations of Net Profit and Net Loss.

    (a)        The Net Profit and Net Loss of the Company, including each item of income, gain, loss and deduction, and credit shall be allocated with respect to each Fiscal Year (or portion thereof) among the Members in accordance with their respective Interest Percentages.

    (b)        Allocations for tax purposes shall be made in the same manner as the allocations set forth under Section 7.1(a); however the following adjustments shall be made and applied, to the extent necessary, in a manner consistent with Treasury Regulation Section 1.704-1(b):

    (i)        The allocations of income, gain, loss and deduction pursuant to Section 7.1(a) shall be adjusted to comply with the qualified income offset requirements of Treasury Regulation Section 1.704-1(b) and the nonrecourse deduction or minimum gain charge-back requirements of Treasury Regulation Section 1.704-2.

    (ii)        Any special allocations pursuant to the preceding clause (i) required in order to comply with the Treasury Regulations shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations pursuant to this Section 7.1(b) so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member had there been no such special allocation.

    (c)        If there is a charge in any Member’s share of the distributions or other items of the Company during any Fiscal Year as a result of the Transfer (as defined herein) of an Interest, allocations among the Members shall be made in accordance with their Interests in the Company from time to time during such Fiscal Year in accordance with Code Section 706, using the closing-of-the-books method; however depreciation shall be deemed to accrue ratably on a daily basis over the entire year during which the corresponding asset is owned by the Company.

        Section 7.2. Distributions.

        Distributions may be made to the Members in accordance with their Interest Percentages at such times as determined in the sole discretion of the Board of Managers, or at such other times as the Members by unanimous consent shall determine.

        Section 7.3. Limitations on Distribution.

        Notwithstanding any provisions of this Article VII to the contrary, no distribution shall be made (i) if such distribution would violate any contract or agreement to which the Company is then a party or any law then applicable to the Company, including the provisions of Section 18-607 of the Delaware Act, or (ii) to the extent that the Board of Managers determines that any amount otherwise distributable should be retained by the Company to pay, or to establish a reserve for the payment of, any liability or obligation of the Company, including obligations to pay or withhold Federal, state or local income, franchise or other taxes or levies, whether liquidated, fixed, or contingent.

        Section 7.4. Withholding Taxes.

        The Company is authorized to withhold from distributions to a Member, or with respect to allocations to a Member, and to pay over to a Federal, state or local government, any amounts required to be withheld pursuant to the Code or any provisions of any other Federal, state or local law. Any amounts so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement, and shall be offset against the current or next amounts otherwise distributable to such Member.

ARTICLE VIII
TAX MATTERS

        Section 8.1. Tax Matters.

        Cinergy Solutions is hereby designated as “Tax Matters Partner” of the Company under Section 6231 of the Code and the Treasury Regulations thereunder. Notwithstanding the foregoing designation, the Tax Matters Partner shall not take any action in its capacity as Tax Matters Partner in connection with any tax audit, contest or other similar proceeding involving the Company without the consent or approval of the other Member. The Tax Matters Partner shall keep the other Party fully apprised of its activities in its capacity as the Tax Matters Partner.

        Section 8.2. Taxation as Partnership.

        The Members intend that the Company shall be treated as a partnership for United States Federal income tax purposes and the Members agree not to take any action inconsistent with the Company’s classification as a partnership for United States Federal income tax purposes.

ARTICLE IX
BANKING; ACCOUNTING; BOOKS AND RECORDS

        Section 9.1. Banking.

        All funds of the Company may be deposited in such bank, brokerage or money market accounts as shall be established by the Board of Managers. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the Board of Managers may designate.

        Section 9.2. Maintenance of Books and Records; Accounts and Accounting Method.

        Trigen Solutions shall keep or cause to be kept at the address of the Company (or at such other place as the Company shall advise the Members in writing) full and accurate accounts of the transactions of the Company in proper books and records of account which shall set forth all information required by the Delaware Act. Such books and records shall be maintained on the basis of United States generally accepted accounting principles. Such books and records shall be available, upon two (2) Business Days’ notice to the Board of Managers, for inspection and copying at reasonable times during business hours by a Member or its duly authorized agents or representatives for any purpose reasonably related to such Member’s interest as a member in the Company.

        Section 9.3. Financial Statements.

        As soon as available and in any event within 45 days after the end of each fiscal quarter, the Company shall have prepared, and delivered to each Member, a quarterly set of primary financial statement for the Company. This set of primary financial statements shall include (i) a balance sheet reflecting the assets, liabilities and capital accounts of the Company, comparative to the prior year and the prior year-end and (ii) statements of operations for the quarter and year-to-date, comparative to the prior year. The Board of Managers shall cause the annual financial statements of the Company to be examined by the Company’s independent auditor and submitted for adoption at the annual meeting of Members.

        Section 9.4. Additional Information.

        Upon the request of a Member, the Company shall prepare additional periodic or special reports of the Company’s accounts and/or business activity considered necessary by such Member, including but not limited to, detailed reports of sales by location, detailed expense reports, reports of capital expenditures, details of assets and liabilities, and non-financial and ratio data.

        Section 9.5. Minutes of Meetings.

        The Managers shall cause minutes of all proceedings and copies of resolutions adopted at meetings of Members or Managers to be duly entered in the minute books which shall be kept at the executive offices of the Company. Any such minutes must be signed by either the Chairperson or Vice Chairperson of, and one other person (such as the Secretary) who was present at the meeting at which such resolutions were passed.

ARTICLE X
LIABILITY, EXCULPATION AND INDEMNIFICATION

        Section 10.1. Liability.

        Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

        Section 10.2. Exculpation.

    (a)        Generally. No Covered Person shall be liable to the Company or any Member for any act or omission taken or suffered by such Covered Person in good faith and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission is not in material violation of this Agreement and does not constitute Disabling Conduct by the Covered Person. No Member shall be liable to the Company or any Member for any action taken by any other Member.

    (b)        Reliance Generally. A Covered Person shall incur no liability in acting upon any signature or writing reasonably believed by it to be genuine, and may rely on a certificate signed by an executive officer of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge and may rely on an opinion of counsel selected by such Covered Person with respect to legal matters, except to the extent that such Covered Person engaged in Disabling Conduct. Each Covered Person may act directly or through its agents or attorneys. Each Covered Person may consult with counsel, appraisers, engineers, accountants and other skilled Persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith in reasonable reliance upon the advice of any of such Persons, except to the extent that such Covered Person engaged in Disabling Conduct. No Covered Person shall be liable to the Company or any Member for any error of judgment made in good faith by a responsible officer or officers of the Covered Person, except to the extent that such Covered Person engaged in Disabling Conduct. Except as otherwise provided in this Section 10.2, no Covered Person shall be liable to the Company or any Member for any mistake of fact or judgment by the Covered Person in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement, except to the extent that such Covered Person engaged in Disabling Conduct. No Covered Person shall be liable for the return to any Member of all or any portion of any Member’s Capital Account or Capital Contributions, except to the extent that such Covered Person engaged in Disabling Conduct.

    (c)        Reliance on this Agreement. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, any Covered Person acting under this Agreement or otherwise shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

    (d)        Standard of Care. Whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole and absolute discretion,” “sole discretion,” “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

        Section 10.3. Indemnification.

    (a)        Indemnification Generally. The Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify, hold harmless and release each Covered Person from and against all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether juridical, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the business and affairs of, or activities undertaken in connection with, the Company, or otherwise relating to or arising out of this Agreement, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines or penalties and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims and amounts covered by this Section 10.3 and all expenses referred to in Section 10.3(c), are referred to as “Damages”), except to the extent that it shall have been determined ultimately that such Damages arose from Disabling Conduct of such Covered Person or that such Covered Person committed a material breach of this Agreement. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement arose from a material violation of this Agreement by, or Disabling Conduct of, any Covered Person.

    (b)        No Direct Member Indemnify. Members shall not be required directly to indemnify any Covered Person.

    (c)        Expenses, etc. Expenses incurred by a Covered Person in defense or settlement of any Claim that may be subject to a right of indemnification hereunder may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined ultimately that the Covered Person is not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person’s successors, assigns and legal representatives.

    (d)        Notices of Claims, etc. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding, provided that the failure of any Covered Person to give notice as provided herein shall not relieve the Company of its obligations under this Section 10.3 except to the extent that the Company is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Board of Managers may wish, with counsel reasonably satisfactory to such Covered Person. After notice from the Board of Managers to such Covered Person of the Company’s election to assume the defense thereof, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such Claim.

    (e)        No Waiver. Nothing contained in this Section 10.3 shall constitute a waiver by any Member of any right that it may have against any party under United States Federal or state securities laws.

    (f)        Authorization. Any indemnification under Section 10.3, as well as the advance payment of expenses permitted under Section 10.3(c), unless ordered by a court, must be made by this Company only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper under those circumstances. The determination must be made:

    (1)        by the Board of Managers by a majority of a quorum consisting of Managers who were not parties to the act or Proceeding;

    (2)        if a majority vote of a quorum consisting of those Managers who were not parties to the act or Proceeding so orders, by independent legal counsel in a written opinion; or

    (3)        if a quorum consisting of Managers who were not parties to the act or Proceeding cannot be obtained, by independent legal counsel in a written opinion.

ARTICLE XI
TRANSFER OF INTERESTS

        Section 11.1. Personal Property; Consent for Transfers.

    (a)        Restrictions on Transfer. A Member shall not transfer, sell, assign, convey, exchange, pledge, encumber or otherwise dispose of (each, a “Transfer”) any of its Interest unless: (i) the other Member has been afforded a right of first offer in accordance with the procedures set forth in paragraph (b) of this Section 11.1; (ii) the contemplated Transfer will not adversely affect the regulatory status of the Company or the Sweetheart Cup Project; (iii) all requisite Regulatory Approvals have been duly obtained and are in full force and effect; and (iv) the contemplated Transfer will not result in adverse tax treatment for the Company, the Sweetheart Cup Project or either of the Members.

    (b)        Right of First Offer. In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

    (c)        Proportionate Sales Rights. If the Second Member does not elect to purchase the Offered Interest pursuant to Section 11.1(b) above, the Second Member shall have the right, but not the obligation, to sell to the prospective purchaser identified in the First Offer the same proportion of the Second Member’s Interest as the proportion of the Selling Member’s Interest proposed to be sold by the Selling member at the same price and otherwise on the same terms and conditions on which, and at the same time as, the Selling Member wishes to sell its Interest. The proportionate sale right specified in this Section 11.1(c) shall be exercisable by written notice given by the Second Member to the Selling Member during the same thirty (30) day period in which the Second Member may make the First Offer contemplated under Section 11.1(b). The Selling Member shall not sell any of its Interest to the prospective purchaser unless such purchaser honors its obligation to purchase a proportionate Interest from the Second member as provided herein. Any purported Transfer inconsistent with this Section 11.1(c) shall be null and void and of no effect.

        Section 11.2. Issue and Replacement of Certificates.

        Upon the request of any Member, an Interest certificate shall be delivered to such Member for the Interest held by it. Every certificate shall be signed by one Cinergy Manager and one Trigen Solutions Manager. In the case of loss, mutilation, or destruction of a share certificate a new certificate may be issued upon such terms as the Board of Managers may prescribe.

        Section 11.3. Interest Certificate Legend.

        All certificates representing Interests shall bear the following legend (in addition to any other legend required by applicable law):

        “These interests have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold, offered for sale, pledged, assigned, hypothecated or otherwise transferred in violation of any applicable securities law. These interests are subject to the terms and conditions, including restrictions on transfers, pledges or other dispositions, of a Limited Liability Company Agreement, dated as of October 20, 1999, each as amended from time to time, copies of which are on file with the Secretary of the Company.”

ARTICLE XII
DISSOLUTION AND TERMINATION OF THE COMPANY

        Section 12.1. Dissolution.

        The Company shall dissolve upon and in accordance with the mutual agreement of the Members.

        Section 12.2. Liquidation.

        Upon dissolution of the Company, the Person or Persons approved by the Board of Managers shall carry out the winding up of the Company (in such capacity, the “Liquidating Trustee”) and shall proceed, subject to the provisions herein, to liquidate the Company and apply the proceeds of such liquidation, or in its sole discretion to distribute Company assets, in the following order of priority:

        First, to creditors in satisfaction of debts and liabilities of the Company, whether by payment or the making of reasonable provision for payment (other than any loans or advances that may have been made by any of the Members to the Company), and the expenses of liquidation, whether by payment or the making of reasonable provisions for payments, any such reasonable reserves (which may be funded by a liquidating trust) to be established by the Liquidating Trustee, as the case may be, in amounts deemed by it to be reasonably necessary for the payment of the Company’s expenses, liabilities and other obligations (whether faxed or contingent);

        Second, to the Members in satisfaction of any loans or advances that may have been made by any of the Members to the Company whether by payment or the making of reasonable provision for payment; and

        Third, to the Members in proportion to, and to the extent of, each Member’s Capital Account, as such Capital Account has been adjusted pursuant to Article VI.

        Section 12.3. Time for Liquidation, etc.

    (a)        A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Company and the discharge of liabilities to creditors as to enable the Liquidating Trustee to seek to minimize potential losses upon such liquidation. The provisions of this Agreement shall remain in full force and effect during the period of winding up and until the filing of a certificate of cancellation of the Company with the Secretary of State of the State of Delaware.

    (b)        Upon completion of the foregoing, the Liquidating Trustee shall execute, acknowledge and cause to be filed a certificate of cancellation of the Company with the Secretary of State of the State of Delaware.

Section 12.4. Claims of the Members.

        The Members and any former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provisions of all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against any Member, any Manager or their Affiliates.

ARTICLE XIII
CERTAIN DEFINITIONS

        Section 13.1. Definitions.

        Unless the context otherwise requires, the terms defined in this Section shall, for the purposes of this Agreement, have the meanings herein specified.

        “Affiliate” shall mean, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

        “Business Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.

        “Capital Account” shall mean, with respect to any Member, the account maintained for such Member in accordance with the provisions of Section 6.4 hereof.

        “Capital Contribution” shall mean, with respect to any Member, the amount set forth opposite the name of such Member on Schedule I under the column “Capital Contribution”.

        “Code” shall mean the Internal Revenue Code of 1986, as amended.

        “Covered Person” shall mean a Member, a Manager, or any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company, a Member, or a Manager; any officers, directors, shareholders, controlling persons, partners, employees, representatives or agents of a Member, a Manager or their respective Affiliates; or any officer, employee or agent of the Company or its Affiliates; or any Person who was, at the time of the act or omission in question, such a Person.

        “Disabling Conduct” shall mean conduct that constitutes fraud, a willful violation of law, gross negligence or reckless disregard of duty in the conduct of the duties of the Person referred to.

        “Interest” shall mean a Member’s limited liability company interest in the Company which represents such Member’s share of the profits and losses of the Company and such Member’s rights to receive distributions of the Company’s assets and to participate in the management of the Company in accordance with the provisions of this Agreement and the Delaware Act.

        “Interest Percentage” shall mean the percentage shown on Schedule 1 hereto under the heading “Interest Percentage”.

        “Manager” shall mean a “manager” within the meaning of the Delaware Act and a member of the Board of Managers.

        “Member” shall mean any Person named as a member of the Company on Schedule 1 and “Members” shall mean two (2) or more of such Persons when acting in their capacities as members of the Company.

        “Net Profit” or “Net Loss” shall mean, for any Fiscal Year, the net income or net loss of the Company for such Fiscal Year, determined in accordance with Section 703(a) of the Code, including any items that are separately stated for purposes of Section 702(a) of the Code, as determined in accordance with Federal income tax accounting principles with the following adjustments:

    (a)        any income of the Company that is exempt from Federal income tax shall be included as income;

    (b)        any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(1) shall be treated as current expenses;

    (c)        no effect shall be given to any adjustments made pursuant to Section 734 or 743 of the Code; and

    (d)        the basis of property contributed to the Company shall initially be treated as equal to the agreed upon valuation of such property, and all gain, loss, depreciation and amortization on such property shall be determined based on such agreed upon value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

        “Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, joint-stock company, estate, limited liability company, unincorporated organization other legal entity or organization.

        “Subsidiary” or “Subsidiaries” of any Person means any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity.

        “Treasury Regulations” shall mean the Regulations of the Treasury Department of the United States issued pursuant to the Code.

ARTICLE XIV
MISCELLANEOUS PROVISIONS

        Section 14.1. Amendments Generally.

        The terms and provisions of this Agreement shall not be modified or amended at any time except by the unanimous consent of the Members; provided, that, without the consent of any of the Members, the Board of Managers may amend Schedule 1 attached hereto to reflect changes validly made, pursuant to the terms of this Agreement.

        Section 14.2. Entire Agreement.

        This Agreement (including all attachments hereto) constitutes the entire agreement between the Members with respect to the Company and supersedes all other prior agreements and understandings, both written and oral, between the Members or their respective Affiliates with respect to the Company.

        Section 14.3. Notices.

        All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to the other Member as follows:

         If to Cinergy Solutions:

         Cinergy Solutions, Inc.
         139 E. Fourth Street
         Cincinnati, Ohio  45202
         Attention: Donald B. Ingle, Jr.

         with a copy to:

         Cinergy Corp.
         139 E. Fourth Street
         Cincinnati, Ohio 45202
         Attention: General Counsel

         and

         if to Trigen Solutions:

         Trigen Solutions, Inc.
         One Water Street
         White Plains, New York 10601
         Attention: General Counsel

or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

        Section 14.4. Table of Contents and Headings.

        The table of contents and the headings and subheadings of the sections of this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision thereof.

        Section 14.5. Assignment.

        This Agreement shall not be assigned by either Member or by operation of law or otherwise.

        Section 14.6. Severability.

        The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid and unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

        Section 14.7. Extension; Waiver.

        Each Member may (i) extend the time for the performance of any of the obligations or other acts of the other Members, (ii) waive any inaccuracies in the representations and warranties of the other Member contained herein, or (iii) waive compliance by the other Member with any of the agreements or conditions contained herein. Any agreement on the part of any Member to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Member. The failure of any Member hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

        Section 14.8. Governing Law.

        This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the principles of conflicts of law thereof.

        Section 14.9. Names and Logos.

        To further the objectives of this Agreement and the Company, the Members acknowledge and agree that the Company shall have the non-exclusive right to use the names and logos of the Members to the extent such use is reasonable and in connection with the implementation of this Agreement.

        Section 14.10. Further Actions.

        Each Member shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Company in connection with the formation of the Company and the achievement of its purposes, including, without limitation, (a) any documents that the Company deems necessary or appropriate to form, qualify or continue the Company as a limited liability company in all jurisdictions in which the Company conducts or plans to conduct business and (b) all such agreements, certificates, tax statements and other documents as may be required to be filed in respect of the Company.

        Section 14.11. Counterparts.

        This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

        IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement of Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing LLC as of the day and year first above written.

                                            CINERGY SOLUTIONS, INC.

                                            By: __________________________
                                            Name:
                                            Title:


                                            TRIGEN SOLUTIONS, INC.


                                            By: __________________________
                                            Name:
                                            Title:

SCHEDULE 1

      Members'                            Capital                    Interest
       Names                           Contribution                Percentage
       -----                           ------------                ----------

Cinergy Solutions                         $ 49.00                     49.0%

Trigen Solutions                          $ 51.00                     51.0%

SCHEDULE 2

         MATTERS REQUIRING ACTION OF THE BOARD OF MANAGERS OF THE COMPANY

(a) Demand for capital contributions from the Members.

(b) Borrowing money or guaranteeing the obligations of any Person not in the ordinary course of business, or mortgaging, pledging or granting a security interest in assets not in the ordinary course of business, in any one transaction or a series of related transactions.

(c) Entering into a transaction or agreement with an Affiliate of a Member other than as specifically set forth in this Agreement.

(d) Unbudgeted acquisitions not in the ordinary course of business.

(e) Disposition of assets not in the ordinary course of business.

(f) Entering into any contract not in the ordinary course of business which requires unbudgeted expenditures, commitments or liabilities.

(g) Amendments to governing documents of the Company.

(h) Issuance of Interests to third parties.

(i) Engaging in a business activity other than the Sweetheart Cup Project.

(j) Commencing the process of dissolution, liquidation, insolvency or voluntary bankruptcy.

(k) Approving any merger or consolidation of the Company.

(l) Forming any subsidiary.

(m) Execution of any material credit agreement or any amendment or modification thereof or implementation of any material change in capital structure.

(n) Commencing or settling any material litigation.

(o) Engaging or terminating principal auditors or attorneys.

(p) Any amendment or modification of terms or provisions of the Service Arrangements.

(q) Such other matters as the Parties or their designated Managers shall by mutual consent determine as being appropriate.

EX-99

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              CINERGY PROPANE, LLC


     This LIMITED LIABILITY COMPANY  AGREEMENT (this  "Agreement"),  dated as of
October 18, 2001, of Cinergy Propane,  LLC, a Delaware limited liability company
(the "Company"), is entered into by Cinergy Marketing & Trading, LLC, a Delaware
LLC, as the sole member of the Company (the "Member");

                                    RECITALS

     WHEREAS,  the  Company was formed on October 18,  2001,  by an  "authorized
person"  within the meaning of the Delaware  Limited  Liability  Company Act (as
amended from time to time, the "Act");

     WHEREAS,  in  accordance  with  Section  18-201  (d) of the Act,  it is the
intention  of the  Member  that the  Agreement  be  effective  as of the date of
formation, October 18, 2001;

     WHEREAS,  the Member holds the sole limited  liability  company interest in
the Company as of October 18, 2001; and

     WHEREAS,  the Member desires to set forth its understandings  regarding its
rights, obligations and interests with respect to the affairs of the Company and
the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Member  hereby  agrees as
follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section 2.1 Company Name. The name of the Company is "Cinergy Propane, LLC"
The business of the Company may be conducted upon compliance with all applicable
laws under any other name designated by the member(s).


     Section 2.2 Registered Office; Registered Agent.

     (a)  The  Company  shall  maintain  a  registered  office  in the  State of
          Delaware  at,  and the name and  address of the  Company's  registered
          agent in the State of Delaware is,  Corporation  Trust  Company,  1209
          Orange Street, Wilmington, Delaware, 19801.

     (b)  The  business  address  of the  Company  is 139  East  Fourth  Street,
          Cincinnati,  Ohio,  45201,  or such other  place as the  Member  shall
          designate.

     Section 2.3 Nature of Business Permitted;  Powers. The Company may carry on
any lawful  business,  purpose or activity.  The Company  shall  possess and may
exercise all the powers and privileges granted by the Act or by any other law or
by this Agreement,  together with any powers incidental  thereto, so far as such
powers and privileges  are necessary or convenient to the conduct,  promotion or
attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the  Company  and,  subject to  applicable  law,  shall have the same rights and
obligations with respect to any such matter as a person who is not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

     Section 2.6 Effective  Date. In accordance  with Section  18-201 (d) of the
Act, it is the intention of the Member that the Agreement be effective as of the
date of formation, October 18, 2001.

                                   ARTICLE III

                                    Member(s)

     Section 3.1  Admission of Member(s).  The Member is hereby  admitted to the
Company in respect of an Interest (as defined in Section 3.2), which is the sole
Interest  outstanding as of the effective time of this Agreement.  New member(s)
shall be admitted only with the approval of the Member.

     Section 3.2  Interests.  The Company  shall be authorized to issue a single
class of  limited  liability  company  interest  (as  defined  in the  Act,  the
"Interest"),  which shall  include  any and all  benefits to which the holder of
such Interest may be entitled in this  Agreement,  together with all obligations
of such  person to  comply  with the terms  and  provisions  of this  Agreement.
Interests may, but need not be, evidenced by a certificate of limited  liability
company interest issued by the Company.

     Section 3.3 Liability of Member(s).

     (a)  All debts, obligations and liabilities of the Company, whether arising
          in contract, tort or otherwise, shall be solely the debts, obligations
          and  liabilities  of the  Company,  and no member  shall be  obligated
          personally  for any such debt,  obligation or liability of the Company
          solely by reason of being a member.

     (b)  Except as otherwise expressly required by law, a member shall not have
          any liability in excess of (i) the amount of its capital  contribution
          to the Company, (ii) its share of any assets and undistributed profits
          of the Company,  (iii) its obligation to make other payments,  if any,
          expressly  provided for in this Agreement or any amendment  hereto and
          (iv) the amount of any distributions wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

     (a)  Any member  shall have the right to obtain from the Company  from time
          to time upon reasonable demand for any purpose  reasonably  related to
          the member's  interest as a member of the Company,  the  documents and
          other information described in Section 18-305(a) of the Act.

     (b)  Any  demand  by a member  pursuant  to this  Section  3.4  shall be in
          writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

     (a)  Meetings of the member(s) may be called at any time by any member.

     (b)  Except as  otherwise  provided by law,  if  additional  member(s)  are
          admitted,  a majority of the  member(s),  determined  in proportion to
          their  respective  interests in the  Company,  entitled to vote at the
          meeting shall constitute a quorum at all meetings of the member(s).

     (c)  Any action required to or which may be taken at a meeting of member(s)
          may be taken  without a meeting,  without  prior  notice and without a
          vote, if a consent or consents in writing, setting forth the action so
          taken, shall be signed by all member(s).

     (d)  Regular  meetings of the  member(s)  shall be held at least  annually.
          Member(s)  may  participate  in  a  meeting  by  means  of  conference
          telephone  or similar  communications  equipment by means of which all
          persons  participating  in  the  meeting  can  hear  each  other,  and
          participation in a meeting by such means shall constitute  presence in
          person at such meeting.

     Section 3.6 Vote. Except as specifically set forth herein, the business and
affairs  of the  Company  shall be  managed  by or under  the  direction  of the
member(s) by majority vote.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such times as the member(s) may from time to time  determine.  Any member
may at any time call a meeting  of the  member(s).  Written  notice of the time,
place,  and purpose of such meeting  shall be served by  registered or certified
prepaid,  first class mail, via overnight  courier using a nationally  reputable
courier,  or by fax or cable,  upon each  member and shall be given at least two
(2) business days prior to the time of the meeting.  No notice of a meeting need
be given to any member if a written waiver of notice,  executed  before or after
the meeting by such member thereunto duly authorized,  is filed with the records
of the  meeting,  or to any member who attends the  meeting  without  protesting
prior thereto or at its  commencement the lack of notice to him or her. A waiver
of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the member(s) may delegate any of its powers to officers of the Company
or to committees  consisting  of persons who may or may not be member(s).  Every
officer or committee  shall,  in the exercise of the power so delegated,  comply
with any restrictions that may be imposed on them by the member(s).

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member,  or, if  additional  members are admitted,  the members,  who shall have
full,  exclusive and complete  discretion to manage and control the business and
affairs of the Company as would (if the Company were a  corporation)  be subject
to control by a board of directors, to make all decisions affecting the business
and affairs of the Company and to take all such actions as it deems necessary or
appropriate to accomplish  the purposes of the Company as set forth herein.  The
Member or members shall serve  without  compensation  from the Company,  and the
Member or members shall bear the cost of its participation in meetings and other
activities of the Company.

     Section 4.2 Officers.

     (a)  Election,  Term of Office.  Officers shall be elected  annually by the
          member(s). Except as provided in paragraphs (b) or (c) of this Section
          4.1, each officer  shall hold office until his or her successor  shall
          have been chosen and qualified.  Any two offices,  except those of the
          President and the  Secretary,  may be held by the same person,  but no
          officer shall  execute,  acknowledge  or verify any instrument in more
          than  one  capacity  if such  instrument  is  required  by law or this
          Agreement to be executed,  acknowledged or verified by any two or more
          officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by delivering a written resignation to the member(s).  Unless
          otherwise  specified therein,  such resignation shall take effect upon
          delivery. Any officer may be removed from office with or without cause
          by either the member(s) or the President.

     (c)  Vacancies and Newly Created Offices. If any vacancy shall occur in any
          office by reason of death, resignation,  removal,  disqualification or
          other cause, or if any new office shall be created,  such vacancies or
          newly  created  offices  may be filled by the  President,  subject  to
          approval and election by the member(s).

     (d)  Conduct of Business.  Subject to the provisions of this Agreement, the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner  consistent with this Agreement and with directions which may
          be given from time to time by the member(s).

     (e)  President.  Subject to the further  directives of the  member(s),  the
          President shall have general and active  management of the business of
          the Company  subject to the  supervision of the  member(s),  shall see
          that all orders and  resolutions  of the  member(s)  are carried  into
          effect and shall have such  additional  powers  and  authority  as are
          specified by the provisions of this Agreement.

     (f)  Secretary.  The  Secretary  shall attend all meetings of the member(s)
          and record all the  proceedings  of the meetings and all actions taken
          thereat in a book to be kept for that  purpose and shall  perform like
          duties for the standing committees when required.  The Secretary shall
          give, or cause to be given,  notice of all meetings of the  member(s),
          and  shall  perform  such  other  duties as may be  prescribed  by the
          member(s) or the President.  The Assistant Secretary, if there be one,
          shall,  in  the  absence  of the  Secretary  or in  the  event  of the
          Secretary's  inability  to act,  perform the duties and  exercise  the
          powers of the  Secretary  and shall perform such other duties and have
          such other powers as the member(s) may from time to time prescribe.

     (g)  Other Officers. The member(s) from time to time may appoint such other
          officers or agents as it may deem  advisable,  each of whom shall have
          such  title,  hold office for such  period,  have such  authority  and
          perform  such  duties  as the  member(s)  may  determine  in its  sole
          discretion.  The  member(s)  from time to time may  delegate to one or
          more  officers  or agents the power to appoint  any such  officers  or
          agents  and  prescribe  their  respective  rights,  terms  of  office,
          authorities and duties.

     (h)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this  Agreement  and/or  delegated  to them by the
          member(s),  are agents and  managers of the Company for the purpose of
          the  Company's  business,  and the  actions of the  officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and  authority  of the  member(s)
herein set forth.

     Section 4.4 Expenses.  Except as otherwise provided in this Agreement,  the
Company shall be responsible  for and shall pay all expenses out of funds of the
Company  determined by the member(s) to be available for such purpose,  provided
that such  expenses  are those of the Company or are  otherwise  incurred by the
member(s) in connection with this Agreement, including, without limitation:

     (a)  all  expenses  related to the  business of the Company and all routine
          administrative  expenses of the Company,  including the maintenance of
          books and records of the Company,  the preparation and dispatch to any
          member(s)  of checks,  financial  reports,  tax  returns  and  notices
          required  pursuant to this Agreement or in connection with the holding
          of any meetings of the member(s);

     (b)  all expenses incurred in connection with any litigation or arbitration
          involving the Company  (including  the cost of any  investigation  and
          preparation)  and the amount of any  judgment  or  settlement  paid in
          connection therewith;

     (c)  all expenses for indemnity or  contribution  payable by the Company to
          any person;

     (d)  all expenses incurred in connection with the collection of amounts due
          to the Company from any person;

     (e)  all expenses incurred in connection with the preparation of amendments
          to this Agreement; and

     (f)  expenses incurred in connection with the liquidation,  dissolution and
          winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section  5.1 Form of  Contribution.  The  contribution  of a member  to the
Company  must be in cash or  property,  provided  that if there is more than one
member,  all member(s) must consent in writing to contributions of property.  To
the extent there is more than one member,  additional  contributions in the same
proportion  shall  be made by each  member,  except  as may be  approved  by all
member(s).

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-605 of the Act, a member may  receive  distributions  from the Company in any
form other than cash, and may be compelled to accept a distribution of any asset
in kind from the Company.

                                   ARTICLE VII

                             Assignment of Interests

     Section 7.1  Assignment of Interests.  A Member may assign and transfer all
or any part of its Interest upon the written  consent of all other  members,  if
any.  Provided  that a transfer is permitted in  accordance  with the  preceding
sentence and the transferee agrees to be bound by the terms of this Agreement by
executing a counterpart  hereto,  such transferee  shall be deemed admitted as a
member  of  the  Company  to  the  extent  of  such  transferred  Interest,  and
immediately  thereafter the transferor  shall be deemed withdrawn as a member of
the Company to the extent of such transferred Interest.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Duration. The duration of the Company shall be perpetual.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution of the Company) and shall also have the right to act as or appoint a
liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets. Upon the winding up of the Company, the
assets shall be distributed in the manner provided in Section 18-804 of the Act.

                                   ARTICLE IX

                              Tax Characterization

     Section 9.1 Tax  Treatment.  The Company  shall  timely make all  necessary
elections  and filings for federal,  state,  and local tax purposes such that it
will not be treated as a separate entity, but, instead, will be disregarded, for
federal, state, and local tax purposes.

                                    ARTICLE X

                         Exculpation and Indemnification

     Section 10.1  Exculpation.  Notwithstanding  any other  provisions  of this
Agreement,  whether  express  or  implied,  or  obligation  or duty at law or in
equity,  any  member,  or  any  officers,  directors,  stockholders,   partners,
employees,  representatives or agents of any of the foregoing,  nor any officer,
employee,  representative,  Manager  or  agent  of  the  Company  or  any of its
affiliates  (individually,  a "Covered  Person" and  collectively,  the "Covered
Persons")  shall be liable to the  Company  or any other  person  for any act or
omission (in relation to the Company,  this Agreement,  any related  document or
any transaction or investment  contemplated  hereby or thereby) taken or omitted
in good faith by a Covered Person and in the reasonable  belief that such act or
omission is in or is not  contrary to the best  interests  of the Company and is
within the scope of authority  granted to such Covered  Person by the Agreement,
provided  that  such  act  or  omission  does  not  constitute  fraud,   willful
misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs,  assigns and legal  successors,  or nominees or  representatives,  of the
Member or, if additional  member(s)  are admitted,  the member(s) and (b) may be
executed  in  several  counterparts  with  the  same  effect  as if the  parties
executing the several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.  This Agreement shall be governed
by and  construed in accordance  with the laws of the State of Delaware  without
giving effect to the principles of conflict of laws thereof. In particular, this
Agreement  shall be construed to the maximum extent  possible to comply with all
the terms and conditions of the Act. If, nevertheless, it shall be determined by
a court  of  competent  jurisdiction  that any  provisions  or  wording  of this
Agreement shall be invalid or  unenforceable  under the Act or other  applicable
law,  such  invalidity  or  unenforceability  shall not  invalidate  the  entire
Agreement  and this  Agreement  shall be  construed  so as to limit  any term or
provision  so as to make it  enforceable  or valid  within the  requirements  of
applicable law, and, in the event such term or provisions  cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable terms or
provisions.  If it shall be determined by a court of competent jurisdiction that
any provisions  relating to the  distributions and allocations of the Company or
to any  expenses  payable by the  Company  are  invalid or  unenforceable,  this
Agreement  shall be construed or interpreted so as (a) to make it enforceable or
valid and (b) to make the distributions and allocations as closely equivalent to
those set forth in this Agreement as is permissible under applicable law.

     Section 11.4 Filings.  Cecilia Temple was an "authorized person" within the
meaning of the Act for purposes of filing the original  Certificate of Formation
of the Company  with the State of Delaware on October 18,  2001.  Following  the
execution  and delivery of this  Agreement,  the Member shall be an  "authorized
person" within the meaning of the Act, and shall prepare any documents  required
to be filed and recorded under the Act, and the Member shall promptly cause each
such document  required to be filed and recorded in accordance with the Act and,
to the extent  required by local law, to be filed and recorded or notice thereof
to be  published  in the  appropriate  place in each  jurisdiction  in which the
Company may  hereafter  establish  a place of  business.  The Member  shall also
promptly cause to be filed, recorded and published such statements of fictitious
business  name  and  any  other  notices,  certificates,   statements  or  other
instruments required by any provision of any applicable law of the United States
or any state or other  jurisdiction  which  governs the conduct of its  business
from time to time.

     Section  11.5  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define  or  limit  the  scope or  intent  of this  Agreement  or any
provision hereof.

     Section 11.6 Further Assurances.  Each member agrees to perform all further
acts and execute,  acknowledge  and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.

     Section 11.7 Notices. All notices, requests and other communications to any
member shall be in writing  (including  telecopier or similar writing) and shall
be given to such member (and any other person  designated by such member) at its
address or telecopier  number set forth in a schedule  filed with the records of
the  Company  or such  other  address or  telecopier  number as such  member may
hereafter specify for the purpose by notice. Each such notice,  request or other
communication shall be effective (a) if given by telecopier, when transmitted to
the number specified  pursuant to this Section and the appropriate  confirmation
is  received,  (b) if given  by  mail,  72 hours  after  such  communication  is
deposited in the mails with first class postage prepaid, addressed as aforesaid,
or (c) if given by any other  means,  when  delivered  at the address  specified
pursuant to this Section.

     Section 11.8 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.

     IN WITNESS WHEREOF,  the undersigned has duly executed this Agreement as of
the date first above written.



                                         CINERGY MARKETING & TRADING, LLC



                                         By:  __________________________
                                                  Michael J. Cyrus
                                                  President

EX-99

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                           CINERGY RETAIL POWER, L.P.


     The  undersigned  General Partner and Initial Limited Partner hereby form a
limited  partnership  pursuant to and in  accordance  with the Delaware  Revised
Uniform Limited  Partnership Act, 6 Del.  C.§  17-101, et seq. (the "Act"),
and hereby agree as follows:

1.   Name. The name of the limited partnership formed hereby (the "Partnership")
     is Cinergy Retail Power, L.P.

2.   Purpose.  The  Partnership  is organized for the object and purpose of, and
     the nature of the business to be  conducted or promoted by the  Partnership
     is to sell  retail  power in Texas  and to  carry  on any  lawful  business
     purpose or activity.

3.   Registered  Agent  and  Office.  The  registered  agent  and  office of the
     Partnership in the State of Delaware is c/o The Corporation  Trust Company,
     1209 Orange Street,  Wilmington, New Castle County, Delaware, or such other
     location(s) as the Partnership by consent shall determine.

4.   Partners.  The names and  business,  residence or mailing  addresses of the
     General  Partner  and  the  Initial  Limited  Partner  (collectively,   the
     "Partners") are as follows:

                           General Partner
                           ---------------
                           Cinergy Retail Power General, Inc.
                           139 East Fourth Street
                           Cincinnati, Ohio 45202

                           Initial Limited Partner(s)
                           --------------------------
                           Cinergy Retail Power Limited, Inc.
                           139 East Fourth Street
                           Cincinnati, Ohio 45202

5.   Powers. The powers of the General Partner(s) include all powers,  statutory
     and otherwise, possessed by general partners under the laws of the State of
     Delaware.

6.   Term. The Partnership shall have perpetual  existence,  provided,  however,
     that the  Partnership  shall  dissolve,  and its affairs shall be wound up,
     upon  such  time as (a) the  Partners  unanimously  so  determine,  (b) the
     Partnership  sells  or  otherwise  disposes  of  its  interest  in  all  or
     substantially all of its property, (c) an event of dissolution has occurred
     under the Act or (d) upon the removal,  withdrawal  or  dissolution  of the
     General Partner.

7.   Capital Contributions. The Partners have contributed the following amounts,
     in cash, and no other property:

                           General Partner
                           [$1]
                           Initial Limited Partner
                           [$99]

8.   Additional  Contributions.  No Partner is required  to make any  additional
     capital contribution to the Partnership.

9.   Allocations  of Profit and  Losses.  The  Partnership's  profits and losses
     shall be  allocated  in  proportion  to the  capital  contributions  of the
     Partners.

10.  Distributions.  At the time determined by the General Partner, but at least
     once  during  each  fiscal  year,  the  General  Partner  shall  cause  the
     Partnership  to  distribute  any cash held by it,  which is not  reasonably
     necessary  for  the  operation  of  the  Partnership.  Cash  available  for
     distribution shall be distributed to the Partners in the same proportion as
     their then capital account balances.

11.  Assignments.  A Limited  Partner  may  assign all or any part of his or its
     partnership  interest  only with the  consent  of the  General  Partner.  A
     Limited Partner has no right to grant an assignee of his or its partnership
     interest the right to become a substituted Limited Partner.

12.  Withdrawal.  Except as  provided in the  following  Section 13, no right is
     given to any Partner to withdraw from the Partnership.

13.  Additional  Partners.  (a) The General Partner may admit additional Limited
     Partners. Upon the admission of any additional Limited Partner, the Initial
     Limited  Partner  may,  subject  to the  consent  of the  General  Partner,
     withdraw from the Partnership.

     (b) The Partnership  shall continue as a limited  partnership under the Act
after the admission of any additional  Limited Partner  pursuant to this Section
13.

     (c) The admission of additional  Limited Partners  pursuant to this Section
13 shall be  accomplished  by the amendment  and execution of this  Agreement of
Limited  Partnership and, if required by the Act, the filing of a certificate of
amendment in the Office of the Secretary of State of Delaware.

14.  The Initial  Limited  Partner shall be deemed  admitted to the  Partnership
     upon the formation of the Partnership.


     IN WITNESS  WHEREOF,  the undersigned  have duly executed this Agreement of
Limited Partnership as of the 8th day of August, 2001.

                                    GENERAL PARTNER:
                                    Cinergy Retail Power General, Inc.



                                    By /s/ Michael J. Cyrus
                                       --------------------
                                    Name:  Michael J. Cyrus
                                    Title: President




                                    INITIAL LIMITED PARTNER:

                                    Cinergy Retail Power Limited, Inc.



                                    By /s/ R. Foster Duncan
                                       --------------------
                                    Name:  R. Foster Duncan
                                    Title: Executive Vice President

EX-99

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 CS LIMITED, LLC


     This LIMITED LIABILITY COMPANY  AGREEMENT (this  "Agreement"),  dated as of
May 18, 2001,  of CS Limited,  LLC, a Delaware  limited  liability  company (the
"Company"),  by Cinergy  Solutions,  Inc., a Delaware  corporation,  as the sole
member of the Company (the "Member");

                                    RECITALS

     WHEREAS, the Company was formed on May 18, 2001 by the Sole Organizer under
the Delaware  Limited  Liability  Company Act (as amended from time to time, the
"Act");

     WHEREAS, the Member holds 100% of the membership interest in the Company as
of May 18, 2001; and

     WHEREAS,  the Member desires to set forth its understandings  regarding its
rights, obligations and interests with respect to the affairs of the Company and
the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Member  hereby  agrees as
follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section 2.1 Company Name. The name of the Company is "CS Limited, LLC." The
business of the Company may be conducted  upon  compliance  with all  applicable
laws under any other name designated by the member(s).

     Section 2.2 Registered Office; Registered Agent.

     (a)  The  Company  shall  maintain  a  registered  office  in the  State of
          Delaware  at,  and the name and  address of the  Company's  registered
          agent in the State of Delaware is, The Corporation Trust Company, 1209
          Orange Street, Wilmington, New Castle County, Delaware.

     (b)  The  business  address  of the  Company  is 139  East  Fourth  Street,
          Cincinnati, Ohio, or such other place as the Member shall designate.

     Section 2.3 Nature of Business Permitted;  Powers. The Company may carry on
any lawful  business,  purpose or activity.  The Company  shall  possess and may
exercise all the powers and privileges granted by the Act or by any other law or
by this Agreement,  together with any powers incidental  thereto, so far as such
powers and privileges  are necessary or convenient to the conduct,  promotion or
attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the  Company  and,  subject to  applicable  law,  shall have the same rights and
obligations with respect to any such matter as a person who is not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

                                   ARTICLE III

                                    Member(s)

     Section 3.1  Admission of  Member(s).  The Member shall hold a 100% initial
ownership Interest in the Company. New member(s) shall be admitted only with the
approval of the Member.

     Section 3.2 Classes.

     (a)  The  membership  interests  of the  Company  shall  consist  of common
          membership interests ("Common Interests").

     (b)  All  Common  Interests  shall be  identical  with each  other in every
          respect, except that, should additional member(s) be admitted,  Common
          Interests of each member shall reflect its capital account relative to
          the other member(s).

     Section 3.3 Liability of Member(s).

     (a)  All debts, obligations and liabilities of the Company, whether arising
          in contract, tort or otherwise, shall be solely the debts, obligations
          and  liabilities  of the  Company,  and no member  shall be  obligated
          personally  for any such debt,  obligation or liability of the Company
          solely by reason of being a member.

     (b)  Except as otherwise expressly required by law, a member shall not have
          any liability in excess of (i) the amount of its capital  contribution
          to the Company, (ii) its share of any assets and undistributed profits
          of the Company,  (iii) its obligation to make other payments,  if any,
          expressly  provided for in this Agreement or any amendment  hereto and
          (iv) the amount of any distributions wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

     (a)  Any member  shall have the right to obtain from the Company  from time
          to time upon reasonable demand for any purpose  reasonably  related to
          the member's  interest as a member of the Company,  the  documents and
          other information described in Section 18-305(a) of the Act.

     (b)  Any  demand  by a member  pursuant  to this  Section  3.4  shall be in
          writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

     (a) Meetings of the member(s) may be called at any time by any member.

     (b) Except as  otherwise  provided  by law,  if  additional  member(s)  are
admitted,  a  majority  of the  member(s),  determined  in  proportion  to their
respective  interests  in the  Company,  entitled to vote at the  meeting  shall
constitute a quorum at all meetings of the member(s).

     (c) Any action  required to or which may be taken at a meeting of member(s)
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent or  consents  in writing,  setting  forth the action so taken,  shall be
signed by all member(s).

     (d) Regular  meetings  of the  member(s)  shall be held at least  annually.
Member(s)  may  participate  in a meeting by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the meeting can hear each other,  and  participation  in a meeting by such means
shall constitute presence in person at such meeting.

     Section 3.6 Vote. Except as specifically set forth herein, the business and
affairs  of the  Company  shall be  managed  by or under  the  direction  of the
member(s) by majority vote.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such times as the member(s) may from time to time  determine.  Any member
may at any time call a meeting  of the  member(s).  Written  notice of the time,
place,  and purpose of such meeting  shall be served by  registered or certified
prepaid,  first class mail, via overnight  courier using a nationally  reputable
courier,  or by fax or cable,  upon each  member and shall be given at least two
(2) business days prior to the time of the meeting.  No notice of a meeting need
be given to any member if a written waiver of notice,  executed  before or after
the meeting by such member thereunto duly authorized,  is filed with the records
of the  meeting,  or to any member who attends the  meeting  without  protesting
prior thereto or at its  commencement the lack of notice to him or her. A waiver
of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the member(s) may delegate any of its powers to officers of the Company
or to committees  consisting  of persons who may or may not be member(s).  Every
officer or committee  shall,  in the exercise of the power so delegated,  comply
with any restrictions that may be imposed on them by the member(s).

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member who shall have full,  exclusive  and  complete  discretion  to manage and
control the  business and affairs of the Company as would (if the Company were a
corporation)  be  subject  to  control  by a board  of  directors,  to make  all
decisions affecting the business and affairs of the Company and to take all such
actions as it deems  necessary or  appropriate to accomplish the purposes of the
Company as set forth herein.  The Member shall serve without  compensation  from
the Company, and the Member shall bear the cost of its participation in meetings
and other activities of the Company.

     Section 4.2 Officers.

     (a)  Election,  Term of Office.  Officers shall be elected  annually by the
          member(s). Except as provided in paragraphs (b) or (c) of this Section
          4.2, each officer  shall hold office until his or her successor  shall
          have been chosen and qualified.  Any two offices,  except those of the
          President and the  Secretary,  may be held by the same person,  but no
          officer shall  execute,  acknowledge  or verify any instrument in more
          than  one  capacity  if such  instrument  is  required  by law or this
          Agreement to be executed,  acknowledged or verified by any two or more
          officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by delivering a written resignation to the member(s).  Unless
          otherwise  specified therein,  such resignation shall take effect upon
          delivery. Any officer may be removed from office with or without cause
          by either the member(s) or the President.

     (c)  Vacancies and Newly Created Offices. If any vacancy shall occur in any
          office by reason of death, resignation,  removal,  disqualification or
          other cause, or if any new office shall be created,  such vacancies or
          newly  created  offices  may be filled by the  President,  subject  to
          approval and election by the member(s).

     (d)  Conduct of Business.  Subject to the provisions of this Agreement, the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner  consistent with this Agreement and with directions which may
          be given from time to time by the member(s).

     (e)  President.  Subject to the further  directives of the  member(s),  the
          President shall have general and active  management of the business of
          the Company  subject to the  supervision of the  member(s),  shall see
          that all orders and  resolutions  of the  member(s)  are carried  into
          effect and shall have such  additional  powers  and  authority  as are
          specified by the provisions of this Agreement.

     (f)  Secretary.  The  Secretary  shall attend all meetings of the member(s)
          and record all the  proceedings  of the meetings and all actions taken
          thereat in a book to be kept for that  purpose and shall  perform like
          duties for the standing committees when required.  The Secretary shall
          give, or cause to be given,  notice of all meetings of the  member(s),
          and  shall  perform  such  other  duties as may be  prescribed  by the
          member(s) or the President.  The Assistant Secretary, if there be one,
          shall,  in  the  absence  of the  Secretary  or in  the  event  of the
          Secretary's  inability  to act,  perform the duties and  exercise  the
          powers of the  Secretary  and shall perform such other duties and have
          such other powers as the member(s) may from time to time prescribe.

     (g)  Other Officers. The member(s) from time to time may appoint such other
          officers or agents as it may deem  advisable,  each of whom shall have
          such  title,  hold office for such  period,  have such  authority  and
          perform  such  duties  as the  member(s)  may  determine  in its  sole
          discretion.  The  member(s)  from time to time may  delegate to one or
          more  officers  or agents the power to appoint  any such  officers  or
          agents  and  prescribe  their  respective  rights,  terms  of  office,
          authorities and duties.

     (h)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this  Agreement  and/or  delegated  to them by the
          member(s),  are agents and  managers of the Company for the purpose of
          the  Company's  business,  and the  actions of the  officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and  authority  of the  member(s)
herein set forth.

     Section 4.4 Expenses.  Except as otherwise provided in this Agreement,  the
Company shall be responsible  for and shall pay all expenses out of funds of the
Company  determined by the member(s) to be available for such purpose,  provided
that such  expenses  are those of the Company or are  otherwise  incurred by the
member(s) in connection with this Agreement, including, without limitation:

     (a)  all  expenses  related to the  business of the Company and all routine
          administrative  expenses of the Company,  including the maintenance of
          books and records of the Company,  the preparation and dispatch to any
          member(s)  of checks,  financial  reports,  tax  returns  and  notices
          required  pursuant to this Agreement or in connection with the holding
          of any meetings of the member(s);

     (b)  all expenses incurred in connection with any litigation or arbitration
          involving the Company  (including  the cost of any  investigation  and
          preparation)  and the amount of any  judgment  or  settlement  paid in
          connection therewith;

     (c)  all expenses for indemnity or  contribution  payable by the Company to
          any person;

     (d)  all expenses incurred in connection with the collection of amounts due
          to the Company from any person;

     (e)  all expenses incurred in connection with the preparation of amendments
          to this Agreement; and

     (f)  expenses incurred in connection with the liquidation,  dissolution and
          winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section  5.1 Form of  Contribution.  The  contribution  of a member  to the
Company  must be in cash or  property,  provided  that if there is more than one
member,  all member(s) must consent in writing to contributions of property.  To
the extent there is more than one member,  additional  contributions in the same
proportion  shall  be made by each  member,  except  as may be  approved  by all
member(s).  A capital  account  shall be  maintained  for each member,  to which
contributions and profits shall be credited and against which  distributions and
losses shall be charged. At any time that there is more than one member, capital
accounts shall be maintained in accordance  with the tax  accounting  principles
prescribed by the Treasury  Regulations  promulgated under Code Section 704 (the
"Allocation  Regulations"),  so  that  the  tax  allocations  provided  in  this
Agreement  shall, to the extent  possible,  have  "substantial  economic effect"
within the meaning of the Allocation Regulations, or, if such allocations cannot
have  substantial  economic  effect,  so  that  they  may  be  deemed  to be "in
accordance  with the member(s')  interests in the Company" within the meaning of
the Allocation Regulations.

     Section 5.2 Allocation of Profits and Losses. The profits and losses of the
Company shall be allocated  entirely to the Member or, if  additional  member(s)
are admitted, the member(s) in proportion to their respective capital accounts.

     Section 5.3 Allocation of  Distributions.  The distributions of the Company
shall be  allocated  entirely  to the Member  or, if  additional  member(s)  are
admitted, the member(s) in proportion to their respective capital accounts.

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-605 of the Act, a member may  receive  distributions  from the Company in any
form other than cash, and may be compelled to accept a distribution of any asset
in kind from the Company.

                                   ARTICLE VII

                  Assignment of Membership and Common Interests

     Section 7.1 Assignment of Membership and Common  Interests.  Membership and
Common  Interests  in the Company  shall be  assignable  and  transferable.  Any
transferee shall not be admitted as a member unless and until the transferee has
executed a counterpart of this Agreement.

     Section 7.2 Certificates. Common Interests in the Company may, but need not
be, evidenced by a certificate of limited  liability  company interest issued by
the Company.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Duration. The duration of the Company shall be perpetual.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution of the Company) and shall also have the right to act as or appoint a
liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets. Upon the winding up of the Company, the
assets shall be distributed in the manner provided in Section 18-804 of the Act.

                                   ARTICLE IX

                          Tax Characterization; Reports

     Section 9.1 Tax  Treatment.  The Company  shall  timely make all  necessary
elections  and filings for federal,  state,  and local tax purposes such that it
will not be treated as a separate entity, but, instead, will be disregarded, for
federal, state, and local tax purposes.

     Section  9.2 Form  K-1.  After  the end of each  Fiscal  Year for which the
Company  shall  have more  than one  member,  the  member(s)  shall  cause to be
prepared and  transmitted,  as promptly as possible,  and in any event within 90
days of the close of such  Fiscal  Year,  a federal  income tax Form K-1 and any
required similar state income tax form for each member.

     Section 9.3 Company Tax Returns. The Member, or if additional member(s) are
admitted,  the  member(s)  shall cause to be prepared  and timely  filed all tax
returns  required to be filed for the Company.  The Member or the  member(s) (as
the case may be) may, in their sole discretion,  make or refrain from making any
federal,  state or local income or other tax  elections  for the Company that it
deems  necessary or  advisable;  provided that if there is more than one member,
the prior written  consent of all the  member(s)  shall be required in order for
the Company to make an election  pursuant to Section 754 of the Internal Revenue
Code of 1986, as amended (the "Code").

                                    ARTICLE X

                         Exculpation and Indemnification

     Section 10.1  Exculpation.  Notwithstanding  any other  provisions  of this
Agreement,  whether  express  or  implied,  or  obligation  or duty at law or in
equity, none of any member, or any officers, directors, stockholders,  partners,
employees,  representatives or agents of any of the foregoing,  nor any officer,
employee,  representative,  manager  or  agent  of  the  Company  or  any of its
affiliates  (individually,  a "Covered  Person" and  collectively,  the "Covered
Persons")  shall be liable to the  Company  or any other  person  for any act or
omission (in relation to the Company,  this Agreement,  any related  document or
any transaction or investment  contemplated  hereby or thereby) taken or omitted
in good faith by a Covered Person and in the reasonable  belief that such act or
omission is in or is not  contrary to the best  interests  of the Company and is
within the scope of authority  granted to such Covered  Person by the Agreement,
provided  that  such  act  or  omission  does  not  constitute  fraud,   willful
misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs and legal successors, or nominees or representatives, of the Member or, if
additional  member(s)  are  admitted,  the  member(s) and (b) may be executed in
several  counterparts  with the same  effect  as if the  parties  executing  the
several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.  This Agreement shall be governed
by and  construed in accordance  with the laws of the State of Delaware  without
giving effect to the principles of conflict of laws thereof. In particular, this
Agreement  shall be construed to the maximum extent  possible to comply with all
the terms and conditions of the Act. If, nevertheless, it shall be determined by
a court  of  competent  jurisdiction  that any  provisions  or  wording  of this
Agreement shall be invalid or  unenforceable  under the Act or other  applicable
law,  such  invalidity  or  unenforceability  shall not  invalidate  the  entire
Agreement  and this  Agreement  shall be  construed  so as to limit  any term or
provision  so as to make it  enforceable  or valid  within the  requirements  of
applicable law, and, in the event such term or provisions  cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable terms or
provisions.  If it shall be determined by a court of competent jurisdiction that
any provisions  relating to the  distributions and allocations of the Company or
to any  expenses  payable  by the  Company is  invalid  or  unenforceable,  this
Agreement  shall be construed or interpreted so as (a) to make it enforceable or
valid and (b) to make the distributions and allocations as closely equivalent to
those set forth in this Agreement as is permissible under applicable law.

     Section  11.4  Filings.  Following  the  execution  and  delivery  of  this
Agreement,  the Member shall promptly prepare any documents required to be filed
and  recorded  under the Act,  and the  Member  shall  promptly  cause each such
document to be filed and recorded in accordance  with the Act and, to the extent
required  by local  law,  to be filed  and  recorded  or  notice  thereof  to be
published in the appropriate place in each jurisdiction in which the Company may
hereafter establish a place of business. The Member shall also promptly cause to
be filed, recorded and published such statements of fictitious business name and
any other notices, certificates, statements or other instruments required by any
provision  of any  applicable  law of the  United  States  or any state or other
jurisdiction which governs the conduct of its business from time to time.

     Section  11.5  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define  or  limit  the  scope or  intent  of this  Agreement  or any
provision hereof.

     Section  11.6  Additional  Documents.  Each  member  agrees to perform  all
further  acts and execute,  acknowledge  and deliver any  documents  that may be
reasonably necessary to carry out the provisions of this Agreement.

     Section 11.7 Notices. All notices, requests and other communications to any
member  shall be in writing (and  delivered  via first class  overnight  mail or
telecopier  or similar  method) and shall be given to such member (and any other
person  designated by such member) at its address or telecopier number set forth
in a schedule  filed with the  records of the  Company or such other  address or
telecopier  number as such  member  may  hereafter  specify  for the  purpose by
notice. Each such notice,  request or other communication shall be effective (a)
if given by telecopier,  when  transmitted to the number  specified  pursuant to
this Section and the appropriate confirmation is received, (b) if given by mail,
72 hours after such  communication  is  deposited  in the mails with first class
postage  prepaid,  addressed as  aforesaid,  or (c) if given by any other means,
when delivered at the address specified pursuant to this Section.

     Section 11.8 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.

     IN WITNESS WHEREOF,  the undersigned has duly executed this Agreement as of
the date first above written.



                                          Cinergy Solutions, Inc.



                                      By: _____________________________
                                          M. Stephen Harkness
                                          President and Chief Operating Officer

EX-99

                          DELTA TOWNSHIP UTILITIES, LLC


          ____________________________________________________________

                       LIMITED LIABILITY COMPANY AGREEMENT
          ____________________________________________________________




                            DATED AS OF JULY 5, 2001


          ____________________________________________________________




                                TABLE OF CONTENTS

DELTA TOWNSHIP UTILITIES, LLC                                                  1
   LIMITED LIABILITY COMPANY AGREEMENT                                         1
ARTICLE I   ORGANIZATION                                                       2
    Section 1.1                                                                2
    Section 1.2                                                                2
    Section 1.3                                                                2
    Section 1.4                                                                2
    Section 1.5                                                                2
    Section 1.6                                                                2

ARTICLE II   PURPOSE AND POWERS                                                3
    Section 2.1                                                                3
    Section 2.2                                                                3

ARTICLE III   MEMBERS                                                          6
    Section 3.1                                                                3
    Section 3.2                                                                4
    Section 3.3                                                                4
    Section 3.4                                                                5

ARTICLE IV   MANAGEMENT                                                        5
   Section 4.1                                                                 5
   Section 4.2                                                                 6
   Section 4.3                                                                 7
   Section 4.4                                                                 7
   Section 4.5                                                                 7
   Section 4.6                                                                 7
   Section 4.7                                                                 7
   Section 4.8                                                                 8
   Section 4.9                                                                 8
   Section 4.10                                                                8
   Section 4.11                                                               10

ARTICLE V   DEADLOCK RESOLUTION                                               10
    Section 5.1                                                               10
    Section 5.2                                                               11

ARTICLE VI   SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS,
             MATERIAL APPROVALS, ETC                                          12
    Section 6.1                                                               12
    Section 6.2                                                               12
    Section 6.3                                                               13
    Section 6.4                                                               13
    Section 6.5                                                               14
    Section 6.6                                                               14

ARTICLE VII   ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING                      14
    Section 7.1                                                               14
    Section 7.2                                                               15
    Section 7.3                                                               15
    Section 7.4                                                               15

ARTICLE VII   TAX MATTERS                                                     16
    Section 8.1                                                               16
    Section 8.2                                                               16

ARTICLE IX   BANKING; ACCOUNTING; BOOKS AND RECORDS                           16
    Section 9.1                                                               16
    Section 9.2                                                               17
    Section 9.3                                                               17
    Section 9.4                                                               17
    Section 9.5                                                               17

ARTICLE X   LIABILITY, EXCULPATION AND INDEMNIFICATION                        18
    Section 10.1                                                              18
    Section 10.2                                                              18
    Section 10.3                                                              19

ARTICLE XI   TRANSFER OF INTERESTS                                            21
   Section 11.1                                                               21
   Section 11.2                                                               22
   Section 11.3                                                               22

ARTICLE XII   DISSOLUTION AND TERMINATION OF THE COMPANY                      22
    Section 12.1                                                              22
    Section 12.2                                                              23
    Section 12.3                                                              23
    Section 12.4                                                              23

ARTICLE XIII   CERTAIN DEFINITIONS                                            24
    Section 13.1                                                              24

ARTICLE XIV   MISCELLANEOUS PROVISIONS                                        26
    Section 14.1                                                              26
    Section 14.2                                                              26
    Section 14.3                                                              26
    Section 14.4                                                              27
    Section 14.5                                                              27
    Section 14.6                                                              27
    Section 14.7                                                              27
    Section 14.8                                                              27
    Section 14.9                                                              28
    Section 14.10                                                             28
    Section 14.11                                                             28



LIST OF ATTACHMENTS
- -------------------


Schedule 1  -   Interest Percentages, Etc.

Schedule 2  -   Matters Requiring Action of the board of Managers of the Company





                             INDEX OF DEFINED TERMS

TERM                                                           SECTION NUMBER
- ----                                                           --------------

1935 Act                                                            5.2(b)(i)
Acceptance Date                                                     5.2(b)(i)
Affiliate                                                                13.1
Agreement                                                            Preamble
Applicable Interest                                                 5.2(b)(i)
Board of Managers                                                         3.2
Business Day                                                             13.1
Capital Account                                                          13.1
Capital Contribution                                                     13.1
Certificate                                                               1.2
Cinergy Solutions Managers                                             4.1(c)
Cinergy Solutions Service Agreement                                       6.1
Cinergy Solutions                                                    Preamble
Claims                                                                10.3(a)
Code                                                                     13.1
Company                                                              Preamble
Covered Person                                                           13.1
Damages                                                               10.3(a)
Deadlock                                                                  5.1
Delaware Act                                                         Recitals
Disabling Conduct                                                        13.1
Executive Committee                                                       4.7
First Offer                                                           11.1(b)
First Offer Price                                                     11.1(b)
Fiscal Year                                                               1.6
Interest                                                                 13.1
Interest Percentage                                                      13.1
HSR Act                                                                6.2(c)
Joint Venture Agreement                                              Recitals
Lien                                                                5.2(b)(i)
Liquidating Trustee                                                      12.1
Manager                                                                  13.1
Material Approvals                                                     6.2(c)
Member                                                         Recitals, 13.1
Members                                                              Recitals
Net Loss                                                                 13.1
Net Profit                                                               13.1
Offeree                                                             5.2(b)(i)
Offered Interest                                                      11.1(b)

Delta Township Project                                               Recitals

Person                                                                   13.1
Proceeding                                                            10.3(a)
Proponent                                                              5.1(i)
Proposal                                                               5.1(i)
Regulatory Approval                                                 5.2(b)(i)
SEC                                                                    6.2(c)
Second Member                                                         11.1(b)
Selling Member                                                        11.1(b)
Settlement Date                                                     5.2(b)(i)
Service Arrangements                                                      6.1
Subsidiary or Subsidiaries                                               13.1
Tax Matters Partner                                                       8.1
Transfer                                                              11.1(a)
Treasury Regulations                                                     13.1
Trigen Solutions                                                     Preamble
Trigen Solutions Managers                                              4.1(c)
Trigen Solutions Service Agreement                                        6.1



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          DELTA TOWNSHIP UTILITIES, LLC


     This  LIMITED  LIABILITY  COMPANY  AGREEMENT  (this  "Agreement")  of DELTA
TOWNSHIP  UTILITIES,  LLC a Delaware limited  liability company (the "Company"),
dated  as of July 5,  2001 is made  by and  between  Cinergy  Solutions  Holding
Company,  Inc.,  a  Delaware  corporation  ("Cinergy  Solutions"),   and  Trigen
Solutions,   Inc.,  a  Delaware   corporation  ("Trigen   Solutions").   Certain
capitalized  terms  used  herein  without  definition  shall  have the  meanings
specified in Section 13.1.

                               W I T N E S S E T H

     WHEREAS,  Cinergy  Solutions  and  Trigen  Solutions  have been  engaged in
discussions with General Motor  Corporation  ("GM")  concerning the provision of
certain  utilities  and  services  to a proposed  metal  stamping  facility  and
assembly  facility  of GM located  in Delta  Township,  Michigan  (the "GM Delta
Township Project");

     WHEREAS,  pursuant to those discussions,  and to assist in implementing and
performing the GM Delta Township Project, Cinergy Solutions and Trigen Solutions
have formed the Company under the Delaware  Limited  Liability  Company Act (the
"Delaware Act"); and

     WHEREAS,  as contemplated by the Delaware Act, Cinergy Solutions and Trigen
Solutions,  as the sole initial members of the Company (each in such capacity, a
"Member"), are entering into this Agreement to govern the affairs of the Company
and the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Members  hereby  agree as
follows:


                             ARTICLE I ORGANIZATION

     Section 1.1. Name.

     The name of the Company is "Delta Township Utilities, LLC." The business of
the Company may be conducted upon  compliance with all applicable laws under any
other  name  designated  by the  Company  with the  concurrence  of the Board of
Managers by action taken pursuant to Section 4.4 or 4.5 below.

     Section 1.2. Term.

     The  existence of the Company  commenced  on July 5, 2001,  the date of the
filing of the  Certificate of Formation (the  "Certificate")  with the office of
the Secretary of State of the State of Delaware,  and shall  continue  until the
Company is dissolved in accordance with the provisions of this Agreement.

     Section 1.3. Registered Agent and Office.

     The  registered  office  of the  Company  in  Delaware  shall  be  c/o  The
Corporation Trust Company,  1209 Orange Street,  Wilmington,  New Castle County,
Delaware. At any time, the Company may designate another registered agent and/or
registered office. The registered agent for service of process on the Company in
the State of Delaware shall be c/o The  Corporation  Trust Company,  1209 Orange
Street, Wilmington, New Castle County, Delaware.

     Section 1.4. Principal Places of Business.

     The  principal  place of business  of the  Company  shall be at c/o Cinergy
Corp., 139 E. Fourth Street  Cincinnati,  Ohio 45202. The Company may change the
location of the Company's principal place of business at any time upon agreement
of its Members.  Until the expiration or termination of, and the satisfaction of
all obligations under the Utility Services Agreement and the Loan Documents, the
Company shall give GM and the Lender, respectively, notice of any such change in
location.

     Section 1.5. Qualifications in Other Jurisdictions.

     The Company shall be qualified or registered to do business in Michigan and
in such  jurisdictions,  if any, in which the Company transacts  business and in
which such  qualification or registration is required by law or deemed advisable
by the Company. The Secretary of the Company, as an authorized person within the
meaning of the Delaware Act,  shall execute,  deliver and file any  certificates
(and any amendments and/or  restatements  thereof)  necessary for the Company to
qualify to do business in any such jurisdiction.

     Section 1.6. Fiscal Year.

     The fiscal year of the Company  (the  "Fiscal  Year") shall end on the 31st
day of  December in each year.  The Company  shall have the same fiscal year for
income tax and for financial and accounting purposes.

                          ARTICLE II PURPOSE AND POWERS

     Section 2.1. Purpose of the Company.

     The purpose of the Company is to develop, design,  construct,  own, operate
and  maintain  the System (as defined in the  Utility  Services  Agreement);  to
obtain financing for such  activities;  and to take all actions incident thereto
(the   "Purpose").   The  Members  will  cooperate  and  assist  each  other  in
accomplishing  the  Purpose.  The  scope  of work  for the  site,  building  and
professional  services to be  rendered  to GM  pursuant to the Utility  Services
Agreement  are  described  within the Joint  Response.  The Joint  Response  was
submitted pursuant to GM's Request for Proposal WGF # 00033-US.

     Section 2.2. Powers of the Company.

     Subject to the terms and  conditions of this  Agreement,  the Company shall
have the power and authority to take any and all actions necessary, appropriate,
proper,  advisable,  incidental or convenient to or for the  furtherance  of the
Purpose;  provided,  however,  that  notwithstanding any other provision of this
Agreement,  unless otherwise agreed to in writing by Newman Financial  Services,
Inc., a Colorado  corporation,  or its successors and assigns ("Lender"),  until
all of the Company's  obligations under that certain Loan and Security Agreement
to be entered into  September 6, 2001, by and between the Company and Lender (as
the same may be amended,  modified or supplemented  from time to time, the "Loan
Agreement")  and all  documents  related  thereto  (collectively,  with the Loan
Agreement,  the "Loan  Documents")  are  satisfied in full pursuant to the terms
thereof,  none of the Members,  the Managers,  the Officers or the Company shall
take any action in  contravention  of the  Company's  obligations  and covenants
contained in the Loan Documents, including without limitation, the covenants set
forth in Sections 7.01(n), (p), (q), (r), (t) and (u) of the Loan Agreement.

                               ARTICLE III MEMBERS

     Section 3.1. Members.

     The name, initial Capital  Contributions and initial Interest Percentage of
each  Member are listed on  Schedule 1 attached  hereto.  The  Company  shall be
required  to  update  Schedule  1 from  time  to time as  necessary  to  reflect
accurately the information  therein. Any reference in this Agreement to Schedule
1 shall be deemed to be a reference  to Schedule 1 as amended and in effect from
time to time.

     Section 3.2. Powers of Members.

     Except as otherwise  provided  herein,  the Members  shall have no power to
transact any business in the Company's name nor have the power to sign documents
for or otherwise bind the Company.  Additional  Members may only be added to the
Company  upon the  unanimous  consent  of  existing  Members  and  otherwise  in
compliance  with Article XI hereof.  Subject to the  provisions  of the Delaware
Act, the Certificate and this Agreement,  the Members hereby delegate any or all
such powers to the Board of Managers of the Company (the "Board of Managers") to
carry out the business affairs of the Company on the Members' behalf.  Any power
not reserved to the Members or  delegated to the officers  shall remain with the
Board of Managers.  The Board of Managers shall be appointed in accordance  with
the provisions of Article IV.

     Section 3.3. Meetings of Members.

     (a)  Annual Meeting.  An annual meeting of the Members shall be held once a
          year on such date as the Board of Managers shall designate.

     (b)  Special Meetings.  Special meetings of the Members, for any purpose or
          purposes,  may be called by the Board of Managers or at the request of
          any Member.  Business  transacted  at any  special  meeting of Members
          shall  be  limited  to  the  purposes  stated  in the  notice,  unless
          otherwise agreed by the Members attending the meeting.

     (c)  Place of Meeting.  All meetings of Members shall be held at such place
          within or without the State of Delaware as the Board of Managers shall
          designate.

     (d)  Notice of  Meetings.  Notice of all  meetings of Members,  stating the
          time,  place and purpose of the  meeting,  shall be given at least two
          (2) days and not more than sixty (60) days  before  the  meeting.  Any
          adjourned  meeting may be held as adjourned  without  further  notice,
          provided that any adjourned  session or sessions are held within sixty
          (60) days after the date set for the original meeting.  No notice need
          be given to any Member if a written waiver of notice,  executed before
          or after the  meeting by such Member or his  representative  thereunto
          duly authorized,  is filed with the records of the meeting,  or to any
          Member who attends the meeting without  protesting prior thereto or at
          its  commencement  the lack of notice to him. A waiver of notice  need
          not specify the purposes of the meeting.

     (e)  Quorum  and  Voting.  The  presence  of at least  one duly  authorized
          representative  of each Member shall  constitute a quorum for purposes
          of transacting business at any meeting of Members. Except as otherwise
          provided by this  Agreement,  any question  brought before any meeting
          shall be decided by the Members  who,  at the time in question  and in
          the  aggregate,  hold,  or hold  proxies  with respect to, one hundred
          percent  (100%) of Interest  Percentages.  Interests of Members may be
          voted in person or by proxy.

     (f)  Electronic  Communications.  Members may participate in any meeting of
          Members by means of  conference  telephone  or similar  communications
          equipment by means of which all persons  participating  in the meeting
          can  hear  each  other,  and such  participation  in a  meeting  shall
          constitute presence in person at the meeting.

     (g)  Actions of Members Without a Meeting.  Any action required to be taken
          at any  meeting of Members or  otherwise,  or any action  which may be
          taken at any meeting of Members or  otherwise,  may be taken without a
          meeting,  without  prior  notice and  without a vote,  if a consent in
          writing, setting forth the action so taken, shall be signed by Members
          having one hundred  percent  (100%) of the Interest  Percentages.  Any
          such written consent may be executed in two or more counterparts, each
          of which  shall be deemed to be an  original,  but all of which  shall
          constitute one and the same document.

     Section 3.4. Member Representations.

     (a)  Investment.  Each Member  represents and warrants to the other and the
          Company that (i) its  Interest has been  acquired for its own account,
          for  investment,  and  not  with  an  intent  or  a  present  view  to
          participating,  directly  or  indirectly,  in or  for  the  resale  in
          connection with any distribution (as interpreted  under any applicable
          law)  thereof,   nor  with  any  present  intention  of  dividing  its
          participation,   distribution,   reselling,   assigning  or  otherwise
          disposing of all or part of such  Interest,  and (ii) it will not make
          or  offer to make a  transfer  of its  Interest  in  violation  of the
          Securities Act of 1933, as amended, or any other applicable Federal or
          state securities laws.

     (b)  Binding  Obligation.  Each Member represents and warrants to the other
          Members and the Company that this Agreement has been duly  authorized,
          executed  and  delivered  on behalf of such  Member  and is the legal,
          valid and binding obligation of such Member, enforceable against it in
          accordance with its terms.

                              ARTICLE IV MANAGEMENT

     Section 4.1. The Board of Managers.

     (a)  General.  Except as  specifically  set forth herein,  the business and
          affairs of the Company  shall be managed by or under the  direction of
          the Board of Managers. Other than rights and powers expressly reserved
          to  Members  by this  Agreement  or the  Delaware  Act,  the  Board of
          Managers shall have full,  exclusive and complete discretion to manage
          and  control the  business  and  affairs of the  Company,  to make all
          decisions  affecting  the  business  and affairs of the Company and to
          take  all  such  actions  as it  deems  necessary  or  appropriate  to
          accomplish the purposes of the Company as set forth herein.

     (b)  Duties.  The Board of Managers  shall be  obligated  to devote only as
          much of their time to the  Company's  business as shall be  reasonably
          required in light of the Company's business and objectives.  A Manager
          shall  perform his or her duties in good faith,  in a manner he or she
          reasonably  believes to be in the best  interests of the Company,  and
          with  such care as an  ordinarily  prudent  person in a like  position
          would use under similar circumstances.

     (c)  Board Composition;  Removal and Vacancies.  Cinergy Solutions shall be
          entitled  to  designate  one-half  of the  Managers  to the  Board  of
          Managers  and Trigen  Solutions  shall be  entitled to  designate  the
          remaining  half  of the  Managers  to the  Board  of  Managers.  Those
          Managers  designated to the Board of Managers by Cinergy Solutions are
          referred  to  herein as the  "Cinergy  Solutions  Managers"  and those
          Managers  designated to the Board of Managers by Trigen  Solutions are
          referred to herein as the "Trigen  Solutions  Managers".  Each Manager
          shall  serve  until  his  or  her  removal,   resignation,   death  or
          retirement.  Each Member shall vote all of its Interest and shall take
          all other action necessary or desirable within its control (including,
          without  limitation,  attendance at meetings in person or by proxy and
          execution  of  written  consents  in lieu of  meetings),  so that  the
          designees  of the  other  Member  are  duly  elected  to the  Board of
          Managers.  Upon the removal,  resignation,  death or  retirement  of a
          Manager,  or vacation of office by any Manager for any reason,  his or
          her  successor  shall be  nominated  and elected by the same Member as
          originally  proposed by the former  Manager.  Any successor so elected
          shall  retain  his or her office  during  such time only as the former
          Manager was entitled to retain the same.  Trigen  Solutions shall have
          the exclusive right to remove any Trigen Solutions Manager at any time
          and for any reason  whatsoever  and to fill the  vacancy of the Trigen
          Solutions  Managers,  and Cinergy  Solutions  shall have the exclusive
          right to remove any Cinergy  Solutions Manager at any time and for any
          reason  whatsoever  and to fill the vacancy of the  Cinergy  Solutions
          Managers.

     (d)  Restrictions on the Board. The Board of Managers shall not: (i) do any
          act in contravention of any applicable law or regulation, or provision
          of this  Agreement;  (ii)  possess  Company  property for other than a
          Company purpose;  or (iii) admit any new Members without the unanimous
          consent of  existing  Members or without  compliance  with  Article XI
          hereof.

     Section 4.2. Notice.

     Meetings  of the Board of  Managers  may be held at such places and at such
times as the  Board of  Managers  may from  time to time  determine  and,  if so
determined  by a quorum of the Board of Managers,  no advance  notice of meeting
need be  given.  Any  Manager  may at any time  call a  meeting  of the Board of
Managers.  Written notice of the time,  place, and purpose of such meeting shall
be served by registered or  certified,  prepaid first class,  mail, or by fax or
cable,  upon each  member of the Board of  Managers  and shall be given at least
twenty-four (24) hours prior to the time of the meeting. No notice need be given
to any  Manager  if a written  waiver of  notice,  executed  before or after the
meeting by such Manager thereunto duly authorized,  is filed with the records of
the meeting,  or to any Manager who attends the meeting without protesting prior
thereto  or at its  commencement  the lack of notice to him.  A waiver of notice
need not specify the purposes of the meeting.

     Section 4.3. Meetings; Electronic Communications.

     Regular  meetings of the Board of  Managers  shall be held on such dates as
the Board of Managers shall agree but not less  frequently than once during each
fiscal  year  of the  Company.  Members  of the  Board  of  Managers,  or of any
committee designated by the Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.

     Section 4.4. Quorum and Voting.

     A majority of the Managers shall constitute a quorum for the transaction of
business  at a meeting  of the Board of  Managers,  provided,  that at least one
Cinergy Solutions  Manager and one Trigen Solutions Manager are present.  Action
by the  Board  of  Managers  must be  authorized  by the  unanimous  vote of the
Managers present at the meeting.

     Section 4.5. Action Without a Meeting.

     Any action  which is required to be, or which may be,  taken at any annual,
regular or special  meeting of the Board of Managers or otherwise,  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
Managers  in office.  Any such  written  consent  may be executed in two or more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same document.

     Section 4.6. Delegation of Powers.

     Subject  to any  limitation  set forth in the  Delaware  Act,  the Board of
Managers may delegate any of its powers to committees or to officers  consisting
of persons who may or may not be Managers.  Every officer or committee shall, in
the exercise of the power so delegated, comply with any restrictions that may be
imposed on them by the Board of Managers.

     Section 4.7. Executive Committee.

     The Board of Managers shall have an Executive  Committee  consisting of two
(2) Managers,  one Cinergy  Solutions  Manager and one Trigen Solutions  Manager
(the "Executive  Committee").  Actions of the Executive  Committee shall require
unanimous consent of both Managers.  Meetings of the Executive  Committee may be
called by any member  thereof upon  twenty-four  (24) hours' prior  notice.  The
Executive  Committee  shall be  empowered  to act on such matters as may be from
time to time delegated to it by the Board of Managers and in accordance with the
terms and conditions of any such delegation.

     Section 4.8 Operating Committee.

     The Board of Managers shall have an Operating Committee  consisting of four
(4) members, two Cinergy Solutions members and two Trigen Solutions members (the
"Operating  Committee").  Actions  of  the  Operating  Committee  shall  require
unanimous  consent of all four members.  The Operating  Committee  shall conduct
regular monthly meetings (in person or telephonically).  In addition, any member
of the Operating  Committee may call a meeting upon 24 hours' prior notice.  The
Operating Committee shall be empowered to: (i) approve annual operating budgets;
(ii) review monthly operations reports; (iii) approve construction budgets based
on approved pro formas; (iv) review construction  reports; (v) review the status
of development efforts; and (vi) approve any material changes to the budget. The
Operating Committee shall be further empowered to act on such additional matters
as may be from  time to time  delegated  to it by the Board of  Managers  and in
accordance with the terms and conditions of any such delegation.

     Section 4.9. Chairperson and Vice Chairperson.

     The Board of Managers shall designate one of its members as the Chairperson
and another as the Vice  Chairperson.  The Trigen Solutions  Managers shall have
the right to designate the Chairperson and the Cinergy Solutions  Managers shall
have the right to designate the Vice  Chairperson,  with each appointee  serving
for a term  commencing  from  the  date  of the  formation  of the  Company  and
continuing until May 9, 2003. Thereafter, the Board of Managers (acting together
and without distinguishing between the Trigen Solutions Managers and the Cinergy
Solutions  Managers)  shall  designate  one  of  its  members  to  serve  as the
Chairperson  and another  member to serve as the Vice  Chairperson.  Neither the
Chairperson nor the Vice Chairperson shall have any additional or special voting
rights  and  either may be  replaced  at any time  during his or her term by the
Managers by whom initially  designated.  The Chairperson  shall preside over all
meetings of the Board of Managers.  In the absence of the Chairperson,  the Vice
Chairperson  shall  preside  over  a  meeting  of the  Board  of  Managers.  The
Chairperson  and Vice  Chairperson  shall have such other  authority and perform
such duties as the Board of Managers may determine in its sole discretion.

     Section 4.10. Officers.

     (a)  General.  The  Cinergy  Solutions  Managers  shall  have the  right to
          appoint each of the President/Chief  Executive Officer, the Secretary,
          an  Assistant  Secretary  and an Assistant  Treasurer,  subject to the
          prior  consent  of  Trigen  Solutions  (which  consent  shall  not  be
          unreasonably  withheld).  The Trigen Solutions Managers shall have the
          right to appoint each of the Executive Vice President/Chief  Operating
          Officer, the Treasurer and an Assistant Secretary subject to the prior
          consent of Cinergy  Solutions (which consent shall not be unreasonably
          withheld).

     (b)  Election, Term of Office, Qualifications, and Compensation. Subject to
          Section  4.9(a),  the  officers  shall be  appointed  by the  Board of
          Managers.  Except as provided in paragraphs (c) or (d) of this Section
          4.9, each Officer  shall hold office until his or her successor  shall
          have been chosen and qualified.  Any two (2) offices,  except those of
          the Chief  Executive  Officer,  the Chief  Operating  Officer  and the
          Secretary,  may be held  by the  same  Person,  but no  Officer  shall
          execute,  acknowledge  or  verify  any  instrument  in more  than  one
          capacity if such instrument be required by law or this Agreement to be
          executed, acknowledged or verified by any two (2) or more officers.

     (c)  Resignations and Removals. Any Officer may resign his or her office at
          any time by tendering his or her  resignation  to the Chief  Executive
          Officer or the Secretary.  Unless otherwise  specified  therein,  such
          resignation  shall take effect upon  delivery.  Except as set forth in
          Section 4.9(a), any Officer may be removed from office with or without
          cause by the Board of Managers.

     (d)  Vacancies  and Newly Created  Offices.  Except as set forth in Section
          4.9(a),  if any vacancy  shall occur in any office by reason of death,
          resignation,  removal,  disqualification or other cause, or if any new
          office shall be created,  such vacancies or newly created  offices may
          be filled by the Board of Managers.

     (e)  Conduct of Business.  Subject to the provisions of the Certificate and
          this  Agreement   (including  without  limitation  Section  6.1),  the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner consistent with the Certificate and this Agreement,  and with
          directions  which  may be  given  from  time to time by the  Board  of
          Managers.

     (f)  Chief Executive Officer. Subject to the further directive of the Board
          of Managers, the Chief Executive Officer shall have general and active
          management of the business of the Company  subject to the  supervision
          of the Board of Managers, shall see that all orders and resolutions of
          the Board of  Managers  are  carried  into  effect and shall have such
          additional  powers and authority as are specified by the provisions of
          this Agreement.

     (g)  Chief Operating  Officer.  The Chief Operating Officer shall have such
          authority  and  perform  such  duties  as the  Board of  Managers  may
          determine in its sole discretion.

     (h)  The Secretary.  The Secretary shall attend all meetings of the Members
          and the  Board of  Managers  and  record  all the  proceedings  of the
          meetings and all actions  taken  thereat in a book to be kept for that
          purpose and shall perform like duties for the standing committees when
          required.  The Secretary  shall give, or cause to be given,  notice of
          all  meetings  of the  Members  or the  Board of  Managers,  and shall
          perform  such  other  duties  as may be  prescribed  by the  Board  of
          Managers or the Chief Executive  Officer,  under whose supervision the
          Secretary shall be. The Assistant  Secretary,  if there be one, shall,
          in the  absence of the  Secretary  or in the event of the  Secretary's
          inability  to act,  perform the duties and  exercise the powers of the
          Secretary  and shall  perform  such  other  duties and have such other
          powers as the Board of Managers may from time to time prescribe.

     (i)  Other  Officers.  The Board of Managers  from time to time may appoint
          such other officers or agents as it may deem  advisable,  each of whom
          shall  have  such  title,  hold  office  for such  period,  have  such
          authority  and  perform  such  duties  as the  Board of  Managers  may
          determine in its sole  discretion.  The Board of Managers from time to
          time may  delegate  to one or more  offices  or  agents  the  power to
          appoint any such  officers or agents and  prescribe  their  respective
          rights, terms of office, authorities and duties.

     (j)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this Agreement,  are agents of the Company for the
          purpose of the  Company's  business,  and the actions of the  officers
          taken in accordance with such powers shall bind the Company.

     Section 4.11. Matters for Board Determination.

     Notwithstanding  anything to the contrary contained in this Agreement,  the
Company shall not take any action with respect to matters identified on Schedule
2 hereto  without  first  obtaining  the  approval  of the  Board  of  Managers;
provided,  however, that any such action by the Company or the Board of Managers
shall be subject to the restrictions set forth in Section 2.2 hereof.

                          ARTICLE V DEADLOCK RESOLUTION

     Section 5.1. Deadlocks.

     A "Deadlock" shall be a fundamental  breakdown in the relationship  between
the parties as evidenced by the sequence of events described below.

     (a)  A Member or a Manager  (the  "Proponent"),  advances a  proposal  (the
          "Proposal") for consideration at a meeting of the Board of Managers or
          Members of the Company; and

     (b)  Prior to the meeting at which the Proposal is advanced,  the Proponent
          notifies the Board of Managers  and/or  Members that it considers  the
          Proposal  to be  essential  to  the  continuance  of  the  Proponent's
          investment in the Company, specifying the reasons therefore; and

     (c)  The  Proposal is not approved at that meeting (as a result of either a
          rejection  thereof  or a failure  to  consider  it) or the  meeting is
          canceled  by  reason  of  a  lack  of  a  quorum  resulting  from  the
          non-attendance of the non-Proponent Member's designees,  at which time
          a Deadlock will be deemed to have occurred.

     Section 5.2. Resolution Mechanism.

     (a)  Upon the  occurrence  of a  Deadlock,  the  Proponent  may  cause  the
          Proposal  and the  Deadlock  to be  referred  to the  Chief  Executive
          Officers  of the  ultimate  U.S.  parent  company  of  each  of  their
          respective  affiliated  group of  companies  (i.e.,  Trigen  Solutions
          Energy  Corporation,  a  Delaware  corporation,  in the case of Trigen
          Solutions and Cinergy  Corp., a Delaware  corporation,  in the case of
          Cinergy  Solutions).  If such Chief  Executive  Officers are unable to
          resolve the Deadlock  within ten (10) business days  thereafter,  then
          (but  only  then)  the  provisions  of  Section  5.2(b)  shall  apply;
          provided,  however,  that the  provisions of Section  5.2(b) shall not
          apply until the first  anniversary  of the  formation  of the Company,
          unless a failure to act by the Company  would  result in a breach of a
          material  agreement  to which the  Company is a party or  violate  any
          applicable legal or regulatory requirement.

     (b)  (i)  Within  thirty  (30) days  after the  expiration  of the ten (10)
          business-day  period referred to in paragraph (a) above, the Proponent
          may offer to purchase  ("Purchase  Offer") all (but not less than all)
          of the Interests and any indebtedness of the Company (collectively the
          "Applicable   Interest")  owned  by  the  other  Member   ("Offeree"),
          specifying  (x) the  aggregate  price  to be paid  for the  Applicable
          Interest  (which  aggregate  price shall specify  separately the price
          placed by the Proponent on each component of the  Applicable  Interest
          and be payable  only in cash,  and other terms and  conditions  of the
          Purchase  Offer,  (y) a date  by  which  the  Purchase  Offer  must be
          accepted  (which may not be less than  thirty  (30) days nor more than
          sixty  (60)  days  after  the date the  Purchase  Offer is made)  (the
          "Acceptance Date") and (z) a proposed settlement date (the "Settlement
          Date")  therefor (which may not be less than thirty (30) days nor more
          than  sixty  (60)  days  after the  specified  Acceptance  Date).  The
          foregoing  notwithstanding,  the  Settlement  Date may be  extended by
          either  Member by  written  notice to the other  Member to the  extent
          reasonably  required  to  accommodate  (i) any  necessary  approval or
          non-objection  by  or  filing  with  any  governmental  or  regulatory
          authority   (each,  a  "Regulatory   Approval")   including,   without
          limitation,  under the Public Utility Holding Company Act of 1935 (the
          "1935  Act"),  or (ii) the  removal of any liens,  claims,  charges or
          encumbrances  attributable  to the selling  Member and existing on the
          Applicable  Interest (each, a "Lien"),  in either case being sought in
          good  faith  by  appropriate   proceedings   promptly   initiated  and
          diligently conducted by the Member requesting the extension.

          (ii) On or before the  Acceptance  Date, the Offeree may either accept
               the  Purchase  Offer or may by  written  notice to the  Proponent
               elect to purchase all (but not less than all) of the  Proponent's
               Applicable  Interest  at the  price  and on the  other  terms and
               conditions  specified by the Proponent in the Purchase  Offer. If
               the Offeree  neither accepts the Purchase Offer nor elects by the
               Acceptance Date to purchase the Proponent's  Applicable Interest,
               the Offeree will be deemed to have accepted the Purchase Offer.

          (iii)In  either  event,   the  settlement   will  take  place  on  the
               Settlement  Date,  as it may be extended  per (b)(i)  immediately
               above,  and the  Proponent  will  purchase,  and the Offeree will
               sell,  the  Offeree's  Applicable  Interest,  or the Offeree will
               purchase, and the Proponent will sell, the Proponent's Applicable
               Interest,  as the case may be,  at the price and place and on the
               other terms and  conditions  specified  by the  Proponent  in the
               Purchase  Offer, in either case free and clear of all Liens which
               are not connected with the financing or operation of the Company,
               at  which  time  the  Proponent's   Applicable  Interest  or  the
               Offeree's  Applicable  Interest  (as the  case  may be)  shall be
               delivered  against  payment of the said price. In order to comply
               with applicable  regulatory  requirements,  the purchasing Member
               may designate a third party to purchase any portion or all of the
               Applicable  Interest which the purchasing  Member is committed to
               purchase  hereunder,  subject  to the  restrictions  set forth in
               Section 2.2 hereof.

 ARTICLE VI SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS, MATERIAL APPROVALS, ETC.

     Section 6.1. Initial Operations; Service Arrangements.

The Members intend to operate the Company  initially with appropriate  staff and
committed overhead and for the Company to purchase operational and other support
services,   technical   assistance  and  intellectual   property  rights,  where
available,  from  the  Members  and/or  their  respective  Affiliates  or  third
parities,  in each case  pursuant to terms  approved by the Members  pursuant to
Section  3.3 or the Board of Managers  pursuant to Section 4.4 or 4.5 above,  as
applicable ("Service  Arrangements") Each Member and any Affiliate thereof which
provides services to the Company pursuant to any Service  Arrangements  shall do
so on an arm's length basis and shall  permit the Company  reasonable  access to
its accounts and records pertaining to such Service Arrangements,  including the
basis and computation of cost allocations.

     Section 6.2. Budget; Capitalization; Material Approvals.

     (a)  A complete copy of the Company's first and,  thereafter,  every annual
          budget shall be provided to each Member.

     (b)  Cinergy  Solutions shall commit to contribute  fifty-one percent (51%)
          of the amount of the capital funding  portion of the Company's  annual
          budget and Trigen  Solutions  shall  commit to  contribute  forty-nine
          percent  (49%)  of the  Company's  annual  budget,  to be  paid to the
          Company at such times as the Members shall mutually agree. All capital
          contributions,  when made, shall be in cash,  unless the Members shall
          otherwise  mutually  agree.  The Members  shall be liable only to make
          their  Capital  Contributions  pursuant  to  this  Section  6.2 and no
          Members  shall be required to lend any funds to the Company or to make
          any additional Capital Contributions to the Company.

     (c)  The  capitalization  of the Company shall be subject to the receipt by
          the  Members  of all  requisite  Regulatory  Approvals  and all  other
          consents,  licenses,  approvals or other authorizations (together with
          such Regulatory  Approvals,  "Material Approvals") necessary to permit
          the establishment and operation of the Company as contemplated herein,
          including, to the extent applicable,  (i) expiration or termination of
          the waiting period under the Hart-Scott-Rodino  Antitrust Improvements
          Act of 1976, as amended ("HSR Act"), if applicable,  (ii) the approval
          of the Securities and Exchange  Commission ("SEC") under the 1935 Act,
          if  applicable,  and (iii) any  Material  Approval  of Michigan or any
          municipality,  utility commission,  regulatory body or governmental or
          other agency or authority thereof.

     (d)  With reference to paragraph (c) above,  Cinergy  Solutions  represents
          and  warrants  that no approval  or other  action of the SEC under the
          1935 Act is required to be obtained by Cinergy Solutions,  the Company
          or any  other  direct or  indirect  subsidiary  of  Cinergy  Corp.  in
          connection  with the  formation  of the Company  and the  transactions
          contemplated by this Agreement or the other agreements relating to the
          System.

          Section 6.3. Status of Capital Contributions.

     (a)  Except as  otherwise  expressly  provided  in  Article  VII and XI, no
          Member shall have the right to withdraw capital from the Company or to
          receive  any   distribution   or  return  of  such  Member's   Capital
          Contributions.

     (b)  No Member shall receive any  interest,  salary or drawing with respect
          to its Capital  Contributions  or its Capital  Account or for services
          rendered on behalf of the Company or  otherwise  in its  capacity as a
          Member, except as otherwise specifically provided in this Agreement.

     (c)  No Member shall have  priority  over any other Member either as to the
          return of the amount of its Capital  Contribution to the Company or as
          to any allocation of Net Profit and Net Loss.


     Section 6.4. Capital Accounts.

     (a)  There shall be  established  on the books and records of the Company a
          Capital  Account for each Member.  The initial Capital Account balance
          of each Member shall be the  respective  amounts of each such Member's
          initial Capital Contribution.

     (b)  Each Member's Capital Account shall be adjusted by (a) increasing such
          balance by such Member's (i) allocable shares of Net Profit (allocated
          in  accordance  with Article VII) and (ii) Capital  Contributions,  if
          any, and (b) decreasing  such balance by (i) the amount of cash or the
          fair market value of  distributions to such Member pursuant to Article
          VII and (ii) such Member's  allocable  share of Net Loss (allocated in
          accordance  with  Article  VII).  The  provisions  of  this  Agreement
          relating to the maintenance of Capital Accounts are intended to comply
          with Treasury Regulation Section 1.704-1(b),  and shall be interpreted
          and applied in a manner consistent with such Treasury Regulation.

     (c)  Any  Capital  Contributions  made in a form  other  than cash shall be
          valued at the fair market value of such  property as determined by the
          mutual consent of the Members.

     Section 6.5. Advances.

     If any Member, at its reasonable  discretion upon reasonable advance notice
to the other Member and only to the extent necessary to meet short-term  working
capital  requirements,  shall  advance any funds to the Company in excess of its
Capital  Contributions,  the amount of such advance shall  neither  increase its
Capital Account nor entitle it to any increase in its share of the distributions
of the Company. The amount of any such advance shall be a debt obligation of the
Company to such Member and shall be repaid to it by the Company at a  reasonable
interest  rate not to exceed a market  rate,  as soon as  practicable.  Any such
advance shall be payable and  collectible  only out of Company  assets,  and the
other Members shall not be  personally  obligated to repay any part thereof.  No
Person who makes any loan to the Company  shall have or acquire,  as a result of
making such loan,  any direct or indirect  interest in the  profits,  capital or
property of the Company, other than as a creditor.

     Section 6.6. Negative Capital Accounts.

     No Member  shall be required  to make up a negative  balance in its Capital
Account.

             ARTICLE VII ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING

     Section 7.1. Allocations of Net Profit and Net Loss.

     (a)  The Net Profit  and Net Loss of the  Company,  including  each item of
          income,  gain, loss and deduction,  and credit shall be allocated with
          respect to each Fiscal Year (or portion  thereof) among the Members in
          accordance with their respective Interest Percentages.

     (b)  Allocations  for tax purposes  shall be made in the same manner as the
          allocations  set forth under  Section  7.1(a);  however the  following
          adjustments shall be made and applied,  to the extent necessary,  in a
          manner consistent with Treasury Regulation Section 1.704-1(b):

          (i)  The allocations of income,  gain, loss and deduction  pursuant to
               Section  7.1(a)  shall be adjusted  to comply with the  qualified
               income  offset   requirements  of  Treasury   Regulation  Section
               1.704-1(b)  and  the   nonrecourse   deduction  or  minimum  gain
               charge-back requirements of Treasury Regulation Section 1.704-2.

          (ii) Any  special  allocations  pursuant to the  preceding  clause (i)
               required in order to comply with the Treasury  Regulations  shall
               be taken into  account,  to the extent  permitted by the Treasury
               Regulations, in computing subsequent allocations pursuant to this
               Section  7.1(b) so that the net amount of any items so  allocated
               and all other items allocated to each Member shall, to the extent
               possible,  be equal to the amount that would have been  allocated
               to each Member had there been no such special allocation.

     (c)  If there is a charge in any  Member's  share of the  distributions  or
          other items of the  Company  during any Fiscal Year as a result of the
          Transfer  (as defined  herein) of an Interest,  allocations  among the
          Members  shall  be made in  accordance  with  their  Interests  in the
          Company from time to time during such Fiscal Year in  accordance  with
          Code  Section  706,  using the  closing-of-the-books  method;  however
          depreciation  shall be deemed to accrue  ratably on a daily basis over
          the entire year during which the  corresponding  asset is owned by the
          Company.

     Section 7.2. Distributions.

     Distributions  may be made to the Members in accordance with their Interest
Percentages  at such times as determined in the sole  discretion of the Board of
Managers,  or at such other  times as the  Members by  unanimous  consent  shall
determine.

     Section 7.3. Limitations on Distribution.

     Notwithstanding  any  provisions  of this Article VII to the  contrary,  no
distribution  shall be made (i) if such distribution  would violate any contract
or agreement to which the Company is then a party or any law then  applicable to
the Company,  including the provisions of Section 18-607 of the Delaware Act, or
(ii) to the  extent  that  the  Board of  Managers  determines  that any  amount
otherwise  distributable  should  be  retained  by the  Company  to  pay,  or to
establish  a reserve  for the payment of, any  liability  or  obligation  of the
Company,  including  obligations  to pay or  withhold  Federal,  state  or local
income,  franchise  or other  taxes or levies,  whether  liquidated,  fixed,  or
contingent.

     Section 7.4. Withholding Taxes.

     The Company is authorized to withhold from  distributions  to a Member,  or
with respect to allocations to a Member, and to pay over to a Federal,  state or
local  government,  any amounts required to be withheld  pursuant to the Code or
any provisions of any other Federal, state or local law. Any amounts so withheld
shall be treated as having been  distributed  to such Member for all purposes of
this  Agreement,  and  shall be  offset  against  the  current  or next  amounts
otherwise distributable to such Member.



                             ARTICLE VII TAX MATTERS

     Section 8.1. Tax Matters.

     Cinergy  Solutions is hereby  designated  as "Tax  Matters  Partner" of the
Company under Section 6231 of the Code and the Treasury Regulations  thereunder.
Notwithstanding  the foregoing  designation,  the Tax Matters  Partner shall not
take any action in its capacity as Tax Matters  Partner in  connection  with any
tax audit, contest or other similar proceeding involving the Company without the
consent or approval of the other Member.  The Tax Matters Partner shall keep the
other Member fully apprised of its activities in its capacity as the Tax Matters
Partner.

     Section 8.2. Taxation as Partnership.

     The Members  intend that the Company shall be treated as a partnership  for
United States  Federal income tax purposes and the Members agree not to take any
action  inconsistent  with the Company's  classification  as a  partnership  for
United States Federal income tax purposes.

     Section 8.3 Tax Elections.

     The  Board of  Managers  may make on  behalf of the  Company  the  election
referred to in Section 754 of the Code.  The Board of Managers  shall  determine
whether to make or revoke  any other  election  (other  than an  election  to be
classified as an association  taxable as a corporation  which shall be made only
with the unanimous  consent of all the Members)  pursuant to the Code.  Upon the
request of the Board of  Managers,  each  Member  shall  supply the  information
necessary to effect such election.

                ARTICLE IX BANKING; ACCOUNTING; BOOKS AND RECORDS

     Section 9.1. Banking.

     All funds of the Company may be deposited in such bank,  brokerage or money
market  accounts as shall be established  by the Board of Managers.  Withdrawals
from and checks drawn on any such account  shall be made upon such  signature or
signatures as the Board of Managers may designate.

     Section  9.2.  Maintenance  of Books and Records;  Accounts and  Accounting
Method.

     Cinergy  Solutions  shall  keep or cause to be kept at the  address  of the
Company  (or at such other  place as the  Company  shall  advise the  Members in
writing) full and accurate accounts of the transactions of the Company in proper
books and records of account which shall set forth all  information  required by
the Delaware  Act.  Such books and records  shall be  maintained on the basis of
United States generally accepted accounting  principles.  Such books and records
shall be available, upon two (2) Business Days' notice to the Board of Managers,
for inspection and copying at reasonable times during business hours by a Member
or its duly  authorized  agents or  representatives  for any purpose  reasonably
related to such Member's interest as a member in the Company.


     Section 9.3. Financial Statements.

     As soon as available  and in any event within 45 days after the end of each
fiscal quarter, the Company shall have prepared, and delivered to each Member, a
quarterly  set of primary  financial  statements  for the  Company.  This set of
primary financial  statements shall include:  (i) a balance sheet reflecting the
assets,  liabilities  and capital  accounts of the Company,  comparative  to the
prior  year  and  the  prior  year-end;  and  (ii)  quarterly  and  year-to-date
statements of  operations,  comparative to the prior year. The Board of Managers
shall cause the annual financial statements of the Company to be examined by the
Company's  independent  auditor and submitted for adoption at the annual meeting
of Members.

     Section 9.4. Additional Information.

     Upon the request of a Member, the Company shall prepare additional periodic
or special reports of the Company's accounts and/or business activity considered
necessary  by such Member,  including  but not limited to,  detailed  reports of
sales by location,  detailed expense reports,  reports of capital  expenditures,
details of assets and liabilities, and non-financial and ratio data.

     Section 9.5. Minutes of Meetings.

     The  Managers  shall  cause  minutes  of  all  proceedings  and  copies  of
resolutions adopted at meetings of Members or Managers to be duly entered in the
minute books which shall be kept at the  executive  offices of the Company.  Any
such minutes must be signed by either the Chairperson or Vice  Chairperson,  and
one other person (such as the Secretary) who was present at the meeting at which
such  resolutions  were  passed.  Further,  the  Managers  shall cause copies of
written  actions taken without a meeting to be duly entered in the minute books.
Any such written  actions  taken  without a meeting must be signed by all of the
Mangers in office.

              ARTICLE X LIABILITY, EXCULPATION AND INDEMNIFICATION

     Section 10.1. Liability.

     Except as otherwise  provided by the Delaware  Act, the debts,  obligations
and liabilities of the Company,  whether arising in contract, tort or otherwise,
shall be solely the debts,  obligations and  liabilities of the Company,  and no
Covered Person shall be obligated  personally  for any such debt,  obligation or
liability of the Company solely by reason of being a Covered Person.

     Section 10.2. Exculpation.

     (a)  Generally.  No Covered  Person  shall be liable to the  Company or any
          Member  for any act or  omission  taken or  suffered  by such  Covered
          Person in good  faith and in the  reasonable  belief  that such act or
          omission is in or is not contrary to the best interests of the Company
          and is within the scope of authority granted to such Covered Person by
          this Agreement,  provided that such act or omission is not in material
          violation of this Agreement and does not constitute  Disabling Conduct
          by the Covered Person. No Member shall be liable to the Company or any
          Member for any action taken by any other Member.

     (b)  Reliance  Generally.  A Covered  Person  shall incur no  liability  in
          acting upon any signature or writing  reasonably  believed by it to be
          genuine,  and may rely on a certificate signed by an executive officer
          of any  Person in order to  ascertain  any fact with  respect  to such
          Person or within such Person's knowledge and may rely on an opinion of
          counsel selected by such Covered Person with respect to legal matters,
          except to the extent that such  Covered  Person  engaged in  Disabling
          Conduct. Each Covered Person may act directly or through its agents or
          attorneys.  Each Covered Person may consult with counsel,  appraisers,
          engineers,  accountants and other skilled Persons of its choosing, and
          shall not be liable for  anything  done,  suffered  or omitted in good
          faith in  reasonable  reliance upon the advice of any of such Persons,
          except to the extent that such  Covered  Person  engaged in  Disabling
          Conduct.  No  Covered  Person  shall be liable to the  Company  or any
          Member for any error of judgment  made in good faith by a  responsible
          officer or officers of the Covered  Person,  except to the extent that
          such Covered Person engaged in Disabling Conduct.  Except as otherwise
          provided in this Section  10.2,  no Covered  Person shall be liable to
          the  Company or any Member for any  mistake of fact or judgment by the
          Covered  Person in conducting  the affairs of the Company or otherwise
          acting in respect of and within the scope of this Agreement, except to
          the extent that such Covered Person engaged in Disabling  Conduct.  No
          Covered  Person shall be liable for the return to any Member of all or
          any portion of any Member's Capital Account or Capital  Contributions,
          except to the extent that such  Covered  Person  engaged in  Disabling
          Conduct.

     (c)  Reliance on this Agreement. To the extent that, at law or in equity, a
          Covered Person has duties (including fiduciary duties) and liabilities
          relating thereto to the Company or to the Members,  any Covered Person
          acting under this  Agreement  or otherwise  shall not be liable to the
          Company or to any Member for its good faith reliance on the provisions
          of this  Agreement.  The provisions of this  Agreement,  to the extent
          that they  restrict  the duties and  liabilities  of a Covered  Person
          otherwise  existing at law or in equity,  are agreed by the Members to
          replace such other duties and liabilities of such Covered Person.

     (d)  Standard of Care.  Whenever in this Agreement a Person is permitted or
          required to make a decision (i) in its "sole and absolute discretion,"
          "sole discretion,"  "discretion" or under a grant of similar authority
          or latitude,  the Person shall be entitled to consider such  interests
          and factors as it desires, including its own interests, and shall have
          no duty or obligation to give any  consideration to any interest of or
          factors  affecting  the  Company or any other  Person,  or (ii) in its
          "good faith" or under another express  standard,  the Person shall act
          under such  express  standard and shall not be subject to any other or
          different standard imposed by this Agreement or other applicable law.

     Section 10.3. Indemnification.

     (a)  Indemnification  Generally.  The Company shall and hereby does, to the
          fullest extent permitted by applicable law,  indemnify,  hold harmless
          and release each Covered Person from and against all claims,  demands,
          liabilities,  costs, expenses, damages, losses, suits, proceedings and
          actions,   whether   juridical,   administrative,   investigative   or
          otherwise,  of  whatever  nature,  known  or  unknown,  liquidated  or
          unliquidated  ("Claims"),  that may  accrue to or be  incurred  by any
          Covered Person, or in which any Covered Person may become involved, as
          a party  or  otherwise,  or  with  which  any  Covered  Person  may be
          threatened, relating to or arising out of the business and affairs of,
          or activities undertaken in connection with, the Company, or otherwise
          relating  to or  arising  out of this  Agreement,  including,  but not
          limited to, amounts paid in satisfaction  of judgments,  in compromise
          or as fines or penalties  and counsel  fees and  expenses  incurred in
          connection  with the  preparation for or defense or disposition of any
          investigation,  action,  suit,  arbitration  or  other  proceeding  (a
          "Proceeding"),  whether  civil or  criminal  (all of such  Claims  and
          amounts  covered by this Section 10.3 and all expenses  referred to in
          Section 10.3(c),  are referred to as "Damages"),  except to the extent
          that it shall have been determined  ultimately that such Damages arose
          from  Disabling  Conduct of such  Covered  Person or that such Covered
          Person committed a material breach of this Agreement.  The termination
          of any  Proceeding  by  settlement  shall  not,  of  itself,  create a
          presumption  that any Damages relating to such settlement arose from a
          material  violation of this Agreement by, or Disabling Conduct of, any
          Covered Person.

     (b)  No Direct Member Indemnity.  Members shall not be required directly to
          indemnify any Covered Person.

     (c)  Expenses,  etc.  Expenses  incurred by a Covered  Person in defense or
          settlement   of  any  Claim   that  may  be  subject  to  a  right  of
          indemnification  hereunder may be advanced by the Company prior to the
          final  disposition  thereof  upon receipt of an  undertaking  by or on
          behalf  of the  Covered  Person  to repay  such  amount if it shall be
          determined  ultimately  that the Covered  Person is not entitled to be
          indemnified  hereunder.  The  right  of  any  Covered  Person  to  the
          indemnification  provided  herein  shall be  cumulative  with,  and in
          addition  to,  any and all  rights to which  such  Covered  Person may
          otherwise  be entitled by contract or as a matter of law or equity and
          shall extend to such Covered  Person's  successors,  assigns and legal
          representatives.

     (d)  Notices of Claims,  etc. Promptly after receipt by a Covered Person of
          notice of the  commencement  of any  Proceeding,  such Covered  Person
          shall, if a claim for indemnification in respect thereof is to be made
          against  the  Company,  give  written  notice  to the  Company  of the
          commencement  of such  Proceeding,  provided  that the  failure of any
          Covered Person to give notice as provided herein shall not relieve the
          Company of its  obligations  under  this  Section  10.3  except to the
          extent that the Company is actually prejudiced by such failure to give
          notice.  In case any such  Proceeding  is  brought  against  a Covered
          Person  (other than a derivative  suit in right of the  Company),  the
          Company will be entitled to  participate  in and to assume the defense
          thereof  to the  extent  that the Board of  Managers  may  wish,  with
          counsel reasonably  satisfactory to such Covered Person.  After notice
          from the Board of Managers  to such  Covered  Person of the  Company's
          election to assume the defense thereof, the Company will not be liable
          for  expenses   subsequently   incurred  by  such  Covered  Person  in
          connection with the defense  thereof.  The Company will not consent to
          entry of any  judgment  or enter  into any  settlement  that  does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff  to such Covered  Person of a release from all  liability in
          respect to such Claim.

     (e)  No Waiver.  Nothing  contained in this Section 10.3 shall constitute a
          waiver by any Member of any right that it may have  against  any party
          under United States Federal or state securities laws.

     (f)  Authorization.  Any indemnification under Section 10.3, as well as the
          advance payment of expenses  permitted under Section  10.3(c),  unless
          ordered by a court, must be made by this Company only as authorized in
          the specific case upon a  determination  that  indemnification  of the
          Covered Person is proper under those circumstances.  The determination
          must be made:

               (1)  by  the  Board  of  Managers  by  a  majority  of  a  quorum
                    consisting  of  Managers  who were not parties to the act or
                    Proceeding;

               (2)  if a majority vote of a quorum  consisting of those Managers
                    who were not parties to the act or Proceeding so orders,  by
                    independent legal counsel in a written opinion; or

               (3)  if a quorum  consisting  of Managers who were not parties to
                    the act or  Proceeding  cannot be obtained,  by  independent
                    legal counsel in a written opinion.

                        ARTICLE XI TRANSFER OF INTERESTS

     Section 11.1. Personal Property; Consent for Transfers.

     (a)  Restrictions on Transfer.  A Member shall not transfer,  sell, assign,
          convey,  exchange,  pledge,  encumber or otherwise dispose of (each, a
          "Transfer") any of its Interest unless:  (i) the other Member has been
          afforded a right of first offer in accordance  with the procedures set
          forth in paragraph  (b) of this Section  11.1;  (ii) the  contemplated
          Transfer  will not  adversely  affect  the  regulatory  status  of the
          Company  or  the  GM  Delta  Township  Project;  (iii)  all  requisite
          Regulatory Approvals have been duly obtained and are in full force and
          effect; (iv) the contemplated  Transfer will not result in adverse tax
          treatment for the Company,  the GM Delta Township Project or either of
          the Members;  and (v) the contemplated  Transfer is in compliance with
          the restrictions set forth in Section 2.2 hereof.

     (b)  Right of First Offer. In the event a Member desires to Transfer all or
          any part of its Interest,  such Members (the "Selling  Member")  shall
          first  deliver a written  notice (the  "Section  11.1  Notice") to the
          other Member (the  "Second  Member")  which  notice shall  specify the
          portion of the  Selling  Member's  Interest  to be sold (the  "Offered
          Interest").  Within  thirty (30) days after its receipt of the Section
          11.1  Notice,  the  Second  Member  shall  have the  right to offer to
          purchase  (the "First  Offer") all, but not less than all, the Offered
          Interest at a price payable only in cash (the "First Offer Price") and
          on such other terms and  conditions as shall be set forth in the First
          Offer.  Within  thirty (30) days after its receipt of the First Offer,
          the Selling  Members shall either accept or reject the First Offer. If
          the Selling Member  accepts the First Offer,  the Selling Member shall
          sell, and the Second Member shall purchase,  the Offered Interest at a
          closing  to be held at a time not later  than sixty (60) days (or such
          longer period,  if any, pending any necessary  Regulatory  Approval or
          removal of Liens) after the Selling  Member's  acceptance of the First
          Offer and at such  location as may be mutually  agreed upon,  at which
          time the Offered  Interest  shall be delivered,  free and clear of all
          Liens which may have been imposed on the Offered  Interest and are not
          connected  with the  financing  or  operation  of the Company  itself,
          against  payment of the First  Offer  Price.  In order to comply  with
          applicable   regulatory   requirements,   the  purchasing  Member  may
          designate  (i) a third  party to  purchase  any portion of the Offered
          Interest  which  the  purchasing  Member  has  committed  to  purchase
          hereunder  if the  Offered  Interest  constitutes  all of the  Selling
          Member's  equity and debt  interest  in the  Company,  or (ii) a third
          party  reasonably  acceptable  to the Selling  Member to purchase  any
          portion  of the  Offered  Interest  which the  purchasing  Member  has
          committed to purchase  hereunder if the Offered  Interest  constitutes
          less than all of the Selling  Member's equity and debt interest in the
          Company.  If the Selling  Member rejects or does not timely accept the
          First Offer, then the Selling Member shall have one hundred and twenty
          (120) days (or such  longer  period,  if any,  required  to obtain any
          necessary  Regulatory  Approval or to remove any Liens) following such
          rejection  within which to consummate the sale of the Offered Interest
          at a price per share in cash greater than the First Offer Price and in
          all other  respects upon terms and  conditions no less  favorable than
          those specified in the First Offer. If no such sale occurs within such
          120-day  period (or longer  period as  described  above),  the Offered
          Interest shall again be subject to all of the  restrictions  set forth
          in this Section 11.1(b).

     (c)  Proportionate  Sales  Rights.  If the Second  Member does not elect to
          purchase the Offered  Interest  pursuant to Section 11.1(b) above, the
          Second Member shall have the right, but not the obligation, to sell to
          the  prospective  purchaser  identified  in the  First  Offer the same
          proportion of the Second  Member's  Interest as the  proportion of the
          Selling Member's Interest proposed to be sold by the Selling Member at
          the same  price and  otherwise  on the same  terms and  conditions  on
          which,  and at the same time as, the Selling Member wishes to sell its
          Interest.  The  proportionate  sale right  specified  in this  Section
          11.1(c)  shall be  exercisable  by written  notice given by the Second
          Member to the Selling Member during the same thirty (30) day period in
          which the Second  Member may make the First Offer  contemplated  under
          Section 11.1(b). The Selling Member shall not sell any of its Interest
          to  the  prospective   purchaser  unless  such  purchaser  honors  its
          obligation to purchase a proportionate Interest from the Second Member
          as provided  herein.  Any purported  Transfer  inconsistent  with this
          Section 11.1(c) shall be null and void and of no effect.

     Section 11.2. Issue and Replacement of Certificates.

     Upon the request of any Member, an Interest  certificate shall be delivered
to such Member for the Interest held by it. Every certificate shall be signed by
one Cinergy Solutions Manager and one Trigen Solutions  Manager.  In the case of
loss, mutilation, or destruction of a share certificate a new certificate may be
issued upon such terms as the Board of Managers may prescribe.

     Section 11.3. Interest Certificate Legend.

     All certificates representing Interests shall bear the following legend (in
addition to any other legend required by applicable law):

     "These interests have not been registered under the Securities Act of 1933,
as amended,  or any state securities laws and may not be sold, offered for sale,
pledged,  assigned,  hypothecated  or otherwise  transferred in violation of any
applicable  securities  law.  These  interests  are  subject  to the  terms  and
conditions,  including restrictions on transfers, pledges or other dispositions,
of a Limited Liability Company Agreement,  dated as of October 20, 1999, each as
amended from time to time, copies of which are on file with the Secretary of the
Company."

             ARTICLE XII DISSOLUTION AND TERMINATION OF THE COMPANY

     Section 12.1. Dissolution.

     The Company shall dissolve upon and in accordance with the mutual agreement
of the Members.

     Section 12.2. Liquidation.

     Upon  dissolution  of the  Company,  the Person or Persons  approved by the
Board of  Managers  shall  carry  out the  winding  up of the  Company  (in such
capacity,  the  "Liquidating  Trustee")  and  shall  proceed,   subject  to  the
provisions  herein,  to  liquidate  the Company  and apply the  proceeds of such
liquidation,  or in its sole  discretion to distribute  Company  assets,  in the
following order of priority:

          First,  to creditors in  satisfaction  of debts and liabilities of the
     Company,  whether  by payment or the  making of  reasonable  provision  for
     payment (other than any loans or advances that may have been made by any of
     the Members to the Company),  and the expenses of  liquidation,  whether by
     payment or the  making of  reasonable  provisions  for  payments,  any such
     reasonable  reserves  (which  may be funded by a  liquidating  trust) to be
     established  by the  Liquidating  Trustee,  as the case may be, in  amounts
     deemed by it to be  reasonably  necessary  for the payment of the Company's
     expenses, liabilities and other obligations (whether faxed or contingent);

          Second,  to the Members in  satisfaction of any loans or advances that
     may have been made by any of the Members to the Company  whether by payment
     or the making of reasonable provision for payment; and

          Third,  to the  Members in  proportion  to, and to the extent of, each
     Member's  Capital  Account,  as such  Capital  Account  has  been  adjusted
     pursuant to Article VI.

     Section 12.3. Time for Liquidation, etc.

     (a)  A reasonable  time period shall be allowed for the orderly  winding up
          and  liquidation  of the assets of the  Company and the  discharge  of
          liabilities to creditors as to enable the Liquidating  Trustee to seek
          to minimize potential losses upon such liquidation.  The provisions of
          this Agreement shall remain in full force and effect during the period
          of winding up and until the filing of a certificate of cancellation of
          the Company with the Secretary of State of the State of Delaware.

     (b)  Upon  completion  of the  foregoing,  the  Liquidating  Trustee  shall
          execute,   acknowledge   and  cause  to  be  filed  a  certificate  of
          cancellation  of the Company with the  Secretary of State of the State
          of Delaware.

     Section 12.4. Claims of the Members.

     The  Members  and any former  Members  shall look  solely to the  Company's
assets for the return of their Capital  Contributions,  and if the assets of the
Company  remaining after payment of or due provisions of all debts,  liabilities
and  obligations  of  the  Company  are  insufficient  to  return  such  Capital
Contributions, the Members and former Members shall have no recourse against any
Member, any Manager or their Affiliates.

                        ARTICLE XIII CERTAIN DEFINITIONS

     Section 13.1. Definitions.

     Unless the context  otherwise  requires,  the terms defined in this Section
shall, for the purposes of this Agreement, have the meanings herein specified.

          "Affiliate" shall mean, with respect to any specified Person, a Person
     that directly or indirectly, through one or more intermediaries,  controls,
     is controlled by, or is under common control with, the Person specified.

          "Business  Day" shall mean any day on which banks  located in New York
     City are not required or authorized by law to remain closed.

          "Capital Account" shall mean, with respect to any Member,  the account
     maintained for such Member in accordance with the provisions of Section 6.4
     hereof.

          "Capital  Contribution"  shall mean,  with respect to any Member,  the
     amount set forth  opposite  the name of such Member on Schedule I under the
     column "Capital Contribution".

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Covered  Person" shall mean a Member,  a Manager,  or any Person that
     directly or indirectly,  through one or more intermediaries,  controls,  is
     controlled by, or is under common control with the Company,  a Member, or a
     Manager;  any  officers,  directors,  shareholders,   controlling  persons,
     partners,  employees,  representatives  or agents of a Member, a Manager or
     their  respective  Affiliates;  or any  officer,  employee  or agent of the
     Company or its Affiliates; or any Person who was, at the time of the act or
     omission in question, such a Person.

          "Disabling  Conduct"  shall mean conduct  that  constitutes  fraud,  a
     willful violation of law, gross negligence or reckless disregard of duty in
     the conduct of the duties of the Person referred to.

          "Interest" shall mean a Member's limited liability company interest in
     the Company which  represents such Member's share of the profits and losses
     of the Company and such  Member's  rights to receive  distributions  of the
     Company's  assets and to  participate  in the  management of the Company in
     accordance with the provisions of this Agreement and the Delaware Act.

          "Interest  Percentage"  shall mean the percentage  shown on Schedule 1
     hereto under the heading "Interest Percentage".

          "Manager"  shall mean a "manager"  within the meaning of the  Delaware
     Act and a member of the Board of Managers.

          "Member"  shall  mean any Person  named as a member of the  Company on
     Schedule 1 and  "Members"  shall mean two (2) or more of such  Persons when
     acting in their capacities as members of the Company.

          "Net Profit" or "Net Loss" shall mean,  for any Fiscal  Year,  the net
     income or net loss of the  Company  for such  Fiscal  Year,  determined  in
     accordance  with Section  703(a) of the Code,  including any items that are
     separately stated for purposes of Section 702(a) of the Code, as determined
     in  accordance  with  Federal  income tax  accounting  principles  with the
     following adjustments:

               (a)  any income of the Company that is exempt from Federal income
                    tax shall be included as income;

               (b)  any  expenditures  of the Company  described in Code Section
                    705(a)(2)(B)   or  treated  as  Code  Section   705(a)(2)(B)
                    expenditures   pursuant  to  Treasury   Regulations  Section
                    1.704-1(b)(2)(iv)(1) shall be treated as current expenses;

               (c)  no effect shall be given to any adjustments made pursuant to
                    Section 734 or 743 of the Code; and

               (d)  the  basis of  property  contributed  to the  Company  shall
                    initially  be treated as equal to the agreed upon  valuation
                    of such  property,  and all  gain,  loss,  depreciation  and
                    amortization  on such property shall be determined  based on
                    such  agreed  upon  value  in   accordance   with   Treasury
                    Regulations Section 1.704-1(b)(2)(iv)(g).

          "Person"  shall  mean  any   individual,   corporation,   association,
     partnership  (general  or  limited),   joint  venture,  trust,  joint-stock
     company,  estate,  limited liability company,  unincorporated  organization
     other legal entity or organization.

          "Senior Debt" shall have the meaning given to that term in the Utility
     Services Agreement.

          "Subsidiary" or  "Subsidiaries"  of any Person means any  corporation,
     partnership,  joint  venture or other  legal  entity of which  such  Person
     (either  alone or through or  together  with any other  subsidiary),  owns,
     directly or indirectly, more than fifty percent (50%) of the stock or other
     equity interests the holder of which is generally  entitled to vote for the
     election  of the  board  of  directors  or  other  governing  body  of such
     corporation, partnership, joint venture or other legal entity.

          "Treasury  Regulations"  shall mean the  Regulations  of the  Treasury
     Department of the United States issued pursuant to the Code.

          "Utility Services  Agreement" shall mean that certain Utility Services
     Agreement  to be dated on or about  September 6, 2001 by and between GM and
     the Company  relating to the GM Delta Township  Project and the System,  as
     the same may be modified, amended or restated..

                      ARTICLE XIV MISCELLANEOUS PROVISIONS

     Section 14.1. Amendments Generally.

     The terms and provisions of this Agreement shall not be modified or amended
at any time  except by the  unanimous  consent of the Members and subject to the
restrictions  set forth in Section  2.2  hereof;  provided,  that,  without  the
consent  of any of the  Members,  the Board of  Managers  may amend  Schedule  1
attached hereto to reflect  changes validly made,  pursuant to the terms of this
Agreement.

     Section 14.2. Entire Agreement.

     This Agreement  (including all attachments  hereto)  constitutes the entire
agreement  between the Members  with respect to the Company and  supersedes  all
other prior agreements and  understandings,  both written and oral,  between the
Members or their respective Affiliates with respect to the Company.

     Section 14.3. Notices.

     All notices,  requests,  claims, demands and other communications hereunder
shall be in  writing  and shall be given  (and shall be deemed to have been duly
given upon  receipt) by delivery in person,  by  facsimile or by  registered  or
certified mail (postage prepaid, return receipt requested),  to the other Member
as follows:


         If to Cinergy Solutions:

         Cinergy Solutions Holding Company, Inc.
         105 E. Fourth Street
         Suite 1850
         Cincinnati, Ohio  45202
         Attention: Charles M. O'Donnell

         with a copy to:

         Cinergy Corp.
         139 E. Fourth Street
         Cincinnati, Ohio 45202
         Attention: Vivian M. Raby, Senior Counsel

         and

         if to Trigen Solutions:

         Trigen Solutions, Inc.
         One Water Street
         White Plains, New York 10601
         Attention: General Counsel

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the other in writing in the manner set forth above.

     Section 14.4. Table of Contents and Headings.

     The table of contents and the headings and  subheadings  of the sections of
this Agreement are inserted for convenience and  identification  only and are in
no way intended to describe,  interpret,  define, or limit the scope,  extent or
intent of this Agreement or any provision thereof.

     Section 14.5. Assignment.

     This  Agreement  shall not be assigned by either  Member or by operation of
law or otherwise.

     Section 14.6. Severability.

     The  provisions  of  this  Agreement  shall  be  deemed  severable  and the
invalidity or  unenforceability  of any provision  shall not affect the validity
and  enforceability  of the other  provisions  hereof.  If any provision of this
Agreement,   or  the  application  thereof  to  any  person  or  entity  or  any
circumstance,  is  invalid  or  unenforceable,  (a)  a  suitable  and  equitable
provision shall be substituted therefore in order to carry out, so far as may be
valid and enforceable,  the intent and purpose of such invalid and unenforceable
provision and (b) the remainder of this  Agreement and the  application  of such
provision to other persons,  entities or circumstances  shall not be affected by
such   invalidity   or   unenforceability,   nor  shall   such   invalidity   or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

     Section 14.7. Extension; Waiver.

     Each  Member  may (i)  extend  the time for the  performance  of any of the
obligations or other acts of the other Members,  (ii) waive any  inaccuracies in
the  representations  and warranties of the other Member  contained  herein,  or
(iii)  waive  compliance  by the  other  Member  with any of the  agreements  or
conditions contained herein. Any agreement on the part of any Member to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such Member.  The failure of any Member hereto to assert any
of its rights hereunder shall not constitute a waiver of such rights.

     Section 14.8. Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
law of the State of Delaware,  without  regard to the principles of conflicts of
law thereof.

     Section 14.9. Names and Logos.

     To further the  objectives of this  Agreement and the Company,  the Members
acknowledge and agree that the Company shall have the non-exclusive right to use
the names and logos of the Members to the extent such use is  reasonable  and in
connection with the implementation of this Agreement.

     Section 14.10. Further Actions.

     Each Member shall execute and deliver such other  certificates,  agreements
and documents,  and take such other  actions,  as may reasonably be requested by
the Company in connection  with the formation of the Company and the achievement
of its purposes,  including,  without  limitation,  (a) any  documents  that the
Company deems necessary or appropriate to form,  qualify or continue the Company
as a  limited  liability  company  in all  jurisdictions  in which  the  Company
conducts or plans to conduct business and (b) all such agreements, certificates,
tax statements and other  documents as may be required to be filed in respect of
the Company.

     Section 14.11. Counterparts.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together  shall  constitute a
single agreement.



      [Remainder of page intentionally left blank. Signature page follows.]



     IN  WITNESS  WHEREOF,  the  undersigned  have duly  executed  this  Limited
Liability Company Agreement of Delta Township  Utilities,  LLC as of the 5th day
or July, 2001.

                                            CINERGY SOLUTIONS HOLDING
                                            COMPANY, INC.


                                            By: __________________________
                                            Name: _______________________
                                            Title: ________________________


                                            TRIGEN SOLUTIONS, INC.


                                            By: __________________________
                                            Name: _______________________
                                            Title: ________________________



                                                      SCHEDULE 1


                 Members'                      Capital                Interest
                   Names                     Contribution            Percentage
                   -----                     ------------            ----------


Cinergy Solutions Holding Company, Inc.        $ 51.00                 51.0%

Trigen Solutions, Inc.                         $ 49.00                 49.0%



                                   SCHEDULE 2

        MATTERS REQUIRING ACTION OF THE BOARD OF MANAGERS OF THE COMPANY


(a)  Demand for capital contributions from the Members.

(b)  Borrowing  money,  including  without  limitation,   the  Senior  Debt,  or
     guaranteeing  the  obligations of any Person not in the ordinary  course of
     business, or mortgaging, pledging or granting a security interest in assets
     not in the ordinary course of business,  in any one transaction or a series
     of related transactions or any amendment or modification of any arrangement
     for any of the foregoing not in the ordinary course of business.

(c)  Entering  into a  transaction  or  agreement  or  amending  or  modifying a
     material agreement with an Affiliate of a Member other than as specifically
     set forth in this Agreement.

(d)  Unbudgeted acquisitions not in the ordinary course of business.

(e)  Disposition of assets not in the ordinary course of business.

(f)  Entering  into any contract not in the  ordinary  course of business  which
     requires unbudgeted expenditures, commitments or liabilities.

(g)  Amendments to governing documents of the Company.

(h)  Issuance of Interests or other securities of the Company to third parties.

(i)  Engaging in a business activity other than the GM Delta Township Project.

(j)  Commencing the process of dissolution, liquidation, insolvency or voluntary
     bankruptcy.

(k)  Approving any merger or consolidation of the Company.

(l)  Forming any Subsidiary of the Company.

(m)  Execution of any material credit agreement or any amendment or modification
     thereof or  implementation  of any  material  change in capital  structure,
     other than as  previously  authorized  or pursuant to authority  previously
     granted.

(n)  Commencing or settling any material litigation or arbitration.

(o)  Engaging or terminating principal auditors or attorneys.

(p)  Any execution,  amendment or modification  of any material  agreements with
     Members or their Affiliates, except as contemplated by the terms hereof.

(q)  Such other  matters as the Parties or their  designated  Managers  shall by
     mutual consent determine as being appropriate.

EX-99

                            CERTIFICATE OF FORMATION

                                       OF

                           Cinergy Mexico Limited, LLC


     This  Certificate  of  Formation  of  Cinergy  Mexico  Limited,   LLC  (the
"Company"),  is  being  duly  executed  and  filed  by  the  undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), 6 Del. C.§§18-101, et seq.

                                    ARTICLE I

                                      NAME

               The name of the limited liability company shall be:
                           Cinergy Mexico Limited, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Center,  1209 Orange Street,  Wilmington,  Delaware  19801,  or such other
location as the Company by consent shall determine. The initial registered agent
of the Company shall be: The  Corporation  Trust  Company,  1209 Orange  Street,
Wilmington,  New Castle County,  Delaware,  19801, or such other location as the
Company  by  consent  shall  determine.  Either  the  registered  office  or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 17th day of February 2004.


                                                        /s/ Cecilia Temple
                                                        Cecilia Temple
                                                        Authorized Person

EX-99

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           Cinergy Mexico Limited, LLC


     This LIMITED LIABILITY COMPANY  AGREEMENT (this  "Agreement"),  dated as of
February 17, 2004,  Cinergy Mexico Limited,  LLC, a Delaware  limited  liability
company (the "Company"),  is entered into by Cinergy Capital & Trading, Inc., an
Indiana corporation,  as the sole member of the Company (the "Member") to form a
limited  liability  company  pursuant  to and in  accordance  with the  Delaware
Limited Liability Company Act, Del. Code Ann. tit. 6§§18-101,  et seq.
(the "Act").

                                    RECITALS

     WHEREAS,  in  accordance  with  Section  18-201(d)  of the  Act,  it is the
intention  of the Member  that this  Agreement  be  effective  as of the date of
formation, February 17, 2004; and

     WHEREAS,  the Member desires to set forth its understandings  regarding its
rights, obligations and interests with respect to the affairs of the Company and
the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Member  hereby  agrees as
follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section  2.1  Company  Name.  The name of the  Company is  "Cinergy  Mexico
Limited, LLC." The business of the Company may be conducted upon compliance with
all applicable laws under any other name designated by the member(s).

     Section 2.2 Registered Office; Registered Agent.

     (a)  The  Company  shall  maintain  a  registered  office  in the  State of
          Delaware  at,  and the name and  address of the  Company's  registered
          agent in the State of  Delaware  is, The  Corporation  Trust  Company,
          Corporation  Trust Center,  1209 Orange Street,  Wilmington,  Delaware
          19801.

     (b)  The  business  address  of the  Company  is 139  East  Fourth  Street,
          Cincinnati,  Ohio,  45202,  or such other  place as the  Member  shall
          designate.

     Section  2.3  Nature of  Business  Permitted;  Powers.  The  purpose of the
Company is to engage in any activity for which limited  liability  companies may
be  organized  in the State of  Delaware.  The  Company  shall  possess  and may
exercise all of the powers and privileges granted by the Act or by any other law
or by this Agreement,  together with any powers  incidental  thereto,  so far as
such powers and privileges are necessary or convenient to the conduct, promotion
or attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the Company and,  subject to applicable law and this  Agreement,  shall have the
same rights and  obligations  with respect to any such matter as a person who is
not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

     Section 2.6 Effective  Date. In  accordance  with Section  18-201(d) of the
Act, it is the  intention  of the Member that this  Agreement be effective as of
the date of formation, February 17, 2004.

                                   ARTICLE III

                                    Member(s)

     Section 3.1 Admission of Member(s).

     (a)  Simultaneously  with the effectiveness of this Agreement in accordance
          with Section 2.6 hereof,  Cinergy Capital & Trading,  Inc. is admitted
          as the sole  Member of the  Company  in respect  of the  Interest  (as
          hereinafter defined) being acquired hereunder.

     (b)  Additional  Members  may  only be  admitted  to the  Company  upon the
          consent of all Members, which consent may be evidenced by, among other
          things,  the  execution  of  an  amendment  to  or  an  amendment  and
          restatement of this Agreement.

     Section 3.2 Interest.

     (a)  The Company  shall be  authorized  to issue a single  class of Limited
          Liability  Company  Interest (as defined in the Act,  the  "Interest")
          that shall not be certificated, and shall include any and all benefits
          to  which  the  holder  of  such  Interest  may be  entitled  in  this
          Agreement, together with all obligations of such person to comply with
          the terms and provisions of this Agreement.

     (b)  In the  event  that  there is more  than  one  member,  each  member's
          Interest in the Company  shall be expressed  as a percentage  equal to
          the ratio on any date of such member's  capital  contributions on such
          date to the  aggregate  capital  contributions  of all members on such
          date, (as to any member,  his or its  "Percentage  Interest").  In the
          event there shall only be one member, its "Percentage  Interest" shall
          be 100% for purposes of this Agreement.

     Section 3.3 Liability of Member(s).

     (a)  All debts, obligations and liabilities of the Company, whether arising
          in contract, tort or otherwise, shall be solely the debts, obligations
          and  liabilities  of the  Company,  and no member  shall be  obligated
          personally  for any such debt,  obligation or liability of the Company
          solely by reason of being a member.

     (b)  Except as otherwise expressly required by law, a member shall not have
          any  liability  in excess of (i) the amount of its  aggregate  capital
          contributions  to the  Company,  (ii)  its  share  of any  assets  and
          undistributed  profits of the Company,  (iii) its  obligation  to make
          other payments,  if any,  expressly  provided for in this Agreement or
          any  amendment  hereto  and  (iv)  the  amount  of  any  distributions
          wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

     (a)  Any member  shall have the right to obtain from the Company  from time
          to time upon reasonable demand for any purpose  reasonably  related to
          the member's  interest as a member of the Company,  the  documents and
          other information described in Section 18-305(a) of the Act.

     (b)  Any  demand  by a member  pursuant  to this  Section  3.4  shall be in
          writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

     (a)  Meetings of the member(s) may be called at any time by any member.

     (b)  Except as  otherwise  provided by law, (i) if there shall be more than
          one member of the Company,  a majority in Percentage  Interests of the
          Company,  entitled to vote at the meeting shall constitute a quorum at
          all meetings of the member(s), so long as at least one duly authorized
          representative  of each member are in  attendance  at such meetings of
          the  members or (ii) if there  shall only be one  member,  such member
          shall constitute a quorum.

     (c)  Any action required to or which may be taken at a meeting of member(s)
          may be taken  without a meeting,  without  prior  notice and without a
          vote, if a consent or consents in writing, setting forth the action so
          taken, shall be signed by all member(s).  Any such written consent may
          be executed in two or more counterparts, each of which shall be deemed
          to be an original,  but all of which shall constitute one and the same
          document.

     (d)  Regular  meetings of the  member(s)  shall be held at least  annually.
          Member(s)  may  participate  in  a  meeting  by  means  of  conference
          telephone  or similar  communications  equipment by means of which all
          persons  participating  in  the  meeting  can  hear  each  other,  and
          participation in a meeting by such means shall constitute  presence in
          person at such meeting.

     Section  3.6 Vote.  Except as  specifically  set forth  herein,  any matter
requiring  the vote of the members  shall  require  (including  for  purposes of
actions  taken by the  members in order to manage the  Company  as  provided  in
Article IV hereof) a majority in Percentage Interests of the members in order to
constitute the act of the members.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such  times as the  member(s)  may from time to time  determine.  Written
notice  of the time,  place,  and  purpose  of such  meeting  shall be served by
registered or certified prepaid, first class mail, via overnight courier using a
nationally  reputable courier, or by fax or cable, upon each member and shall be
given at least two (2) business days prior to the time of the meeting. No notice
of a meeting need be given to any member if a written waiver of notice, executed
before or after the meeting by such member thereunto duly  authorized,  is filed
with the  records  of the  meeting,  or to any member who  attends  the  meeting
without  protesting  prior thereto or at its  commencement the lack of notice to
him or her. A waiver of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the Member, or, if additional  members are admitted,  the member(s) may
delegate  any of its or their  powers to  officers  of the  Company  pursuant to
Section 4.2 hereof, or otherwise to committees  consisting of persons who may or
may not be member(s).  Every officer or committee  shall, in the exercise of the
power so delegated,  comply with any restrictions that may be imposed on them by
the member(s) and this Agreement.

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member,  or, if  additional  members are admitted,  the members,  who shall have
full,  exclusive and complete  discretion to manage and control the business and
affairs of the Company, to make all decisions affecting the business and affairs
of the Company and to take all such actions as it deems necessary or appropriate
to  accomplish  the purposes of the Company as set forth  herein.  The Member or
members shall serve  without  compensation  from the Company,  and the Member or
members shall bear the cost of participation in meetings and other activities of
the Company.

     Section 4.2 Officers.

     (a)  Election,  Term of Office.  Pursuant to Section 3.8 hereof, the Member
          hereby creates the offices and delegates to the officers  described in
          this Section 4.2, the duties set forth herein.  The officers  shall be
          elected by the member(s).  Except as provided in paragraphs (b) or (c)
          of this Section 4.1,  each officer  shall hold office until his or her
          successor  shall have been  chosen  and  qualified.  Any two  offices,
          except those of the  President and the  Secretary,  may be held by the
          same person,  but no officer shall execute,  acknowledge or verify any
          instrument in more than one capacity if such instrument is required by
          law or this Agreement to be executed,  acknowledged or verified by any
          two or more officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by delivering a written resignation to the member(s).  Unless
          otherwise  specified therein,  such resignation shall take effect upon
          delivery. Any officer may be removed from office with or without cause
          by either the  member(s) or the  President.  (c)  Vacancies  and Newly
          Created Offices. If any vacancy shall occur in any office by reason of
          death,  resignation,  removal,  disqualification or other cause, or if
          any new office  shall be  created,  such  vacancies  or newly  created
          offices  may be filled  by the  President,  subject  to  approval  and
          election by the member(s).

     (d)  Conduct of Business.  Subject to the provisions of this Agreement, the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner  consistent with this Agreement and with directions which may
          be given from time to time by the member(s).

     (e)  President.  Subject to the further  directives of the  member(s),  the
          President shall have general and active  management of the business of
          the Company  subject to the  supervision of the  member(s),  shall see
          that all orders and  resolutions  of the  member(s)  are carried  into
          effect and shall have such  additional  powers  and  authority  as are
          specified by the provisions of this Agreement.

     (f)  Secretary.  The  Secretary  shall attend all meetings of the member(s)
          and record all the  proceedings  of the meetings and all actions taken
          thereat in a book to be kept for that  purpose and shall  perform like
          duties for the standing committees when required.  The Secretary shall
          give, or cause to be given,  notice of all meetings of the  member(s),
          and  shall  perform  such  other  duties as may be  prescribed  by the
          member(s) or the President.  The Assistant Secretary, if there be one,
          shall,  in  the  absence  of the  Secretary  or in  the  event  of the
          Secretary's  inability  to act,  perform the duties and  exercise  the
          powers of the  Secretary  and shall perform such other duties and have
          such other powers as the member(s) may from time to time prescribe.

     (g)  Other Officers. The member(s) from time to time may appoint such other
          officers or agents as it may deem  advisable,  each of whom shall have
          such  title,  hold office for such  period,  have such  authority  and
          perform  such  duties  as the  member(s)  may  determine  in its  sole
          discretion.  The  member(s)  from time to time may  delegate to one or
          more  officers  or agents the power to appoint  any such  officers  or
          agents  and  prescribe  their  respective  rights,  terms  of  office,
          authorities and duties.

     (h)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this  Agreement  and/or  delegated  to them by the
          member(s),  are agents and  managers of the Company for the purpose of
          the  Company's  business,  and the  actions of the  officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and authority of the member(s) or
officers herein set forth.

     Section 4.4 Expenses.  Except as otherwise provided in this Agreement,  the
Company shall be responsible  for and shall pay all expenses out of funds of the
Company  determined by the member(s) to be available for such purpose,  provided
that such  expenses  are those of the Company or are  otherwise  incurred by the
member(s) in connection with this Agreement, including, without limitation:

     (a)  all  expenses  related to the  business of the Company and all routine
          administrative  expenses of the Company,  including the maintenance of
          books and records of the Company,  the preparation and dispatch to any
          member(s)  of checks,  financial  reports,  tax  returns  and  notices
          required  pursuant to this Agreement or in connection with the holding
          of any meetings of the member(s);

     (b)  All expenses incurred in connection with any litigation or arbitration
          involving the Company  (including  the cost of any  investigation  and
          preparation)  and the amount of any  judgment  or  settlement  paid in
          connection therewith;

     (c)  all expenses for indemnity or  contribution  payable by the Company to
          any person;

     (d)  all expenses incurred in connection with the collection of amounts due
          to the Company from any person;

     (e)  all expenses incurred in connection with the preparation of amendments
          to this Agreement; and

     (f)  expenses incurred in connection with the liquidation,  dissolution and
          winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section 5.1 Form of Contribution.

     (a)  The  contribution  of a  member  to the  Company  must  be in  cash or
          property,  provided  that  if  there  is more  than  one  member,  all
          member(s) must consent in writing to contributions of property. To the
          extent there is more than one member,  additional contributions in the
          same  proportion  shall  be  made  by each  member,  except  as may be
          approved  by  all  member(s).  No  member  is  required  to  make  any
          contribution  of  property  or money to the  Company  in excess of the
          property  or money it has agreed to  contribute  to the  Company.  The
          Member shall be required to make a contribution in connection with its
          admission  pursuant  to Section  3.1 hereof in the amount of  $100.00,
          effective February 17, 2004.

     (b)  At any time that  there is more  than one  member,  a capital  account
          shall be  maintained  for each  member,  to  which  contributions  and
          profits shall be credited and against which  distributions  and losses
          shall  be  charged.  Such  capital  accounts  shall be  maintained  in
          accordance  with  the  tax  accounting  principles  prescribed  by the
          Treasury Regulations (the "Allocation  Regulations") promulgated under
          Section 704 of the  Internal  Revenue  Code of 1986,  as amended  (the
          "Code"), so that the tax allocations provided in this Agreement shall,
          to the extent possible,  satisfy the "alternate  economic effect test"
          within the meaning of the Allocation Regulations.

     Section 5.2 Allocation of Profits and Losses. The profits and losses of the
Company shall be allocated  entirely to the Member or, if  additional  member(s)
are  admitted,  the  member(s)  in  proportion  to their  respective  Percentage
Interests.

     Section  5.3  Distributions.  The  distributions  of the  Company  shall be
distributed entirely to the Member or, if additional member(s) are admitted, the
member(s) in proportion to their respective Percentage Interests.

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-605 of the Act, a member may be  compelled  to accept  distributions  in-kind
from the Company.

                                   ARTICLE VII

                Assignment of Limited Liability Company Interests

     Section 7.1 Assignment of Limited Liability Company Interests. Interests in
the Company may be assignable  and  transferable.  Any  transferee  shall not be
admitted as a member unless and until the  transferee has executed a counterpart
of this Agreement and members then admitted consent unanimously to the admission
of the transferee.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Dissolution.  The Company shall dissolve, and its affairs shall
be wound up, upon the earliest to occur of (i) the consent of the Member, or, if
additional  member(s) are admitted,  the unanimous  consent of the members,  and
(ii) an event of dissolution of the Company under the Act.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution of the Company) and shall also have the right to act as or appoint a
liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of
the Company,  the assets shall be distributed in the manner  provided in Section
18-804 of the Act.

                                   ARTICLE IX

                              Tax Characterization

     Section 9.1 Tax  Treatment.  Until such time as the Company shall have more
than  one  member,  it is the  intention  of the  Member  that  the  Company  be
disregarded  for  federal  and all  relevant  state  tax  purposes  and that the
activities  of the  Company  be deemed to be  activities  of the Member for such
purposes. In the event that that the Company shall have more than one member, it
is the intention of the members that the Company be taxed as a  partnership  for
federal and all relevant  state tax  purposes.  All  provisions of the Company's
Certificate  of  Formation  and  this  Agreement  are to be  construed  so as to
preserve that tax status. The Company shall timely make all necessary  elections
and  filings for  federal,  state,  and local tax  purposes  to  accomplish  the
foregoing objective.

     Section  9.2 Form  K-1.  After  the end of each  Fiscal  Year for which the
Company  shall  have more  than one  member,  the  member(s)  shall  cause to be
prepared and  transmitted,  as promptly as possible,  and in any event within 90
days of the close of such  Fiscal  Year,  a federal  income tax Form K-1 and any
required similar state income tax form for each member.

     Section 9.3 Company Tax Returns. The Member, or if additional member(s) are
admitted,  the  member(s)  shall cause to be prepared  and timely  filed all tax
returns  required to be filed for the Company.  The Member or the  member(s) (as
the case may be) may, in their sole discretion,  make or refrain from making any
federal,  state or local income or other tax  elections  for the Company that it
deems  necessary or  advisable;  provided that if there is more than one member,
the prior written  consent of all the  member(s)  shall be required in order for
the Company to make an election pursuant to Section 754 of the Code.

                                    ARTICLE X

                         Exculpation and Indemnification

     Section 10.1  Exculpation.  Notwithstanding  any other  provisions  of this
Agreement,  whether  express  or  implied,  or  obligation  or duty at law or in
equity, neither any member, or any officers, directors, stockholders,  partners,
employees,  representatives or agents of any of the foregoing,  nor any officer,
employee,  representative,  manager  or  agent  of  the  Company  or  any of its
affiliates  (individually,  a "Covered  Person" and  collectively,  the "Covered
Persons")  shall be liable to the  Company  or any other  person  for any act or
omission (in relation to the Company,  this Agreement,  any related  document or
any transaction or investment  contemplated  hereby or thereby) taken or omitted
in good faith by a Covered Person and in the reasonable  belief that such act or
omission is in or is not  contrary to the best  interests  of the Company and is
within the scope of authority  granted to such Covered Person by this Agreement,
provided  that  such  act  or  omission  does  not  constitute  fraud,   willful
misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs,  assigns and legal  successors,  or nominees or  representatives,  of the
Member or, if additional  member(s)  are admitted,  the member(s) and (b) may be
executed  in  several  counterparts  with  the  same  effect  as if the  parties
executing the several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.

     (a)  This Agreement  shall be governed by and construed in accordance  with
          the  laws of the  State  of  Delaware  without  giving  effect  to the
          principles of conflict of laws thereof. In particular,  this Agreement
          shall be construed to the maximum  extent  possible to comply with all
          the terms and  conditions  of the Act. If,  nevertheless,  it shall be
          determined by a court of competent jurisdiction that any provisions or
          wording of this Agreement shall be invalid or unenforceable  under the
          Act or other applicable law, such invalidity or unenforceability shall
          not  invalidate  the  entire  Agreement  and this  Agreement  shall be
          construed  so as to  limit  any  term  or  provision  so as to make it
          enforceable or valid within the  requirements  of applicable law, and,
          in the  event  such term or  provisions  cannot  be so  limited,  this
          Agreement  shall be construed  to omit such  invalid or  unenforceable
          terms or provisions. If it shall be determined by a court of competent
          jurisdiction  that any provisions  relating to the  distributions  and
          allocations  of the Company or to any expenses  payable by the Company
          are invalid or  unenforceable,  this  Agreement  shall be construed or
          interpreted so as (i) to make it enforceable or valid and (ii) to make
          the distributions  and allocations as closely  equivalent to those set
          forth in this Agreement as is permissible under applicable law.

     (b)  Each  party  hereto  (i)  irrevocably  submits  to  the  non-exclusive
          jurisdiction  of any Delaware  State court or Federal court sitting in
          Wilmington,  Delaware in any action  arising out of this Agreement and
          (ii) consents to the service of process by mail.  Nothing herein shall
          affect  the right of any party to serve  legal  process  in any manner
          permitted by law or affect his or its right to bring any action in any
          other court.

     Section  11.4  Filings.   Cecilia  Temple,   is  hereby  designated  as  an
"authorized  person" within the meaning of the Act, and has executed,  delivered
and filed the  Certificate  of Formation  of the Company  with the  Secretary of
State of the State of Delaware.  Upon the filing of the Certificate of Formation
with  the  Secretary  of  State  of the  State of  Delaware,  her  powers  as an
"authorized  person"  ceased,  and the Member  thereupon  became the  designated
"authorized  person" and shall  continue as the designated  "authorized  person"
within the  meaning of the Act.  The Member  shall,  as an  "Authorized  Person"
within the  meaning of the Act,  prepare or cause to be prepared  any  documents
required to be filed and recorded  under the Act, and the Member shall  promptly
cause each such document  required to be filed and recorded in  accordance  with
the Act and, to the extent  required  by local law, to be filed and  recorded or
notice thereof to be published in the appropriate  place in each jurisdiction in
which the Company may hereafter establish a place of business.  The Member shall
also  promptly  cause to be filed,  recorded and  published  such  statements of
fictitious  business  name and any other  notices,  certificates,  statements or
other instruments  required by any provision of any applicable law of the United
States or any state or other  jurisdiction  which  governs  the  conduct  of its
business from time to time.

     Section 11.5 Voting  Securities  Owned by the Company.  Powers of attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to  securities,  membership  interests  or  partnership  interests  owned by the
Company may be executed in the name of and on behalf of the Company by the Chief
Executive  Officer,  the President,  any Vice President,  the Secretary,  or any
Assistant  Secretary,  and any such officer may, in the name of and on behalf of
the Company, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders, members or partners of
any  business  entity  in  which  the  Company  may own  securities,  membership
interests,  or  partnership  interests and at any such meeting shall possess and
may  exercise  any and all rights and power  incident to the  ownership  of such
securities,  membership  interests or  partnership  interests and which,  as the
owner thereof,  the Company might have  exercised and possessed if present.  The
member(s)  may,  by  resolution,  from time to time  confer like powers upon any
other person or persons.

     Section  11.6  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define  or  limit  the  scope or  intent  of this  Agreement  or any
provision hereof.

     Section 11.7 Further Assurances.  Each member agrees to perform all further
acts and execute,  acknowledge  and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.

     Section 11.8 Notices. All notices, requests and other communications to any
member shall be in writing  (including  telecopier or similar writing) and shall
be given to such member (and any other person  designated by such member) at its
address or telecopier  number set forth in a schedule  filed with the records of
the  Company  or such  other  address or  telecopier  number as such  member may
hereafter specify for the purpose by notice. Each such notice,  request or other
communication shall be effective (a) if given by telecopier, when transmitted to
the number specified  pursuant to this Section and the appropriate  confirmation
is  received,  (b) if given  by  mail,  72 hours  after  such  communication  is
deposited in the mails with first class postage prepaid, addressed as aforesaid,
or (c) if given by any other  means,  when  delivered  at the address  specified
pursuant to this Section.

     Section 11.9 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.


     IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Agreement  to be
executed as of the date first above written.


                                       Cinergy Capital & Trading, Inc.



                                 By:  ___________________
                                        M. Stephen Harkness
                                        Vice President, Chief Financial Officer,
                                          and Chief Operating Officer

EX-99

                            CERTIFICATE OF FORMATION

                                       OF

                           Cinergy Mexico General, LLC


     This  Certificate  of  Formation  of  Cinergy  Mexico  General,   LLC  (the
"Company"),  is  being  duly  executed  and  filed  by  the  undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), 6 Del. C.§§18-101, et seq.

                                    ARTICLE I

                                      NAME

               The name of the limited liability company shall be:
                           Cinergy Mexico General, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Center,  1209 Orange Street,  Wilmington,  Delaware  19801,  or such other
location as the Company by consent shall determine. The initial registered agent
of the Company shall be: The  Corporation  Trust  Company,  1209 Orange  Street,
Wilmington,  New Castle County,  Delaware,  19801, or such other location as the
Company  by  consent  shall  determine.  Either  the  registered  office  or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 17th day of February 2004.


                                                             /s/ Cecilia Temple
                                                             Cecilia Temple
                                                             Authorized Person

EX-99

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           Cinergy Mexico General, LLC

     This LIMITED LIABILITY COMPANY  AGREEMENT (this  "Agreement"),  dated as of
February 17, 2004,  Cinergy Mexico General,  LLC, a Delaware  limited  liability
company (the "Company"),  is entered into by Cinergy Capital & Trading, Inc., an
Indiana corporation,  as the sole member of the Company (the "Member") to form a
limited  liability  company  pursuant  to and in  accordance  with the  Delaware
Limited Liability Company Act, Del. Code Ann. tit.  6 §§18-101,  et seq. (the
"Act").

                                    RECITALS

     WHEREAS,  in  accordance  with  Section  18-201(d)  of the  Act,  it is the
intention  of the Member  that this  Agreement  be  effective  as of the date of
formation, February 17, 2004; and

     WHEREAS,  the Member desires to set forth its understandings  regarding its
rights, obligations and interests with respect to the affairs of the Company and
the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Member  hereby  agrees as
follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section  2.1  Company  Name.  The name of the  Company is  "Cinergy  Mexico
General, LLC." The business of the Company may be conducted upon compliance with
all applicable laws under any other name designated by the member(s).

     Section 2.2 Registered Office; Registered Agent.

     (a)  The  Company  shall  maintain  a  registered  office  in the  State of
          Delaware  at,  and the name and  address of the  Company's  registered
          agent in the State of  Delaware  is, The  Corporation  Trust  Company,
          Corporation  Trust Center,  1209 Orange Street,  Wilmington,  Delaware
          19801.

     (b)  The  business  address  of the  Company  is 139  East  Fourth  Street,
          Cincinnati,  Ohio,  45202,  or such other  place as the  Member  shall
          designate.

     Section  2.3  Nature of  Business  Permitted;  Powers.  The  purpose of the
Company is to engage in any activity for which limited  liability  companies may
be  organized  in the State of  Delaware.  The  Company  shall  possess  and may
exercise all of the powers and privileges granted by the Act or by any other law
or by this Agreement,  together with any powers  incidental  thereto,  so far as
such powers and privileges are necessary or convenient to the conduct, promotion
or attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the Company and,  subject to applicable law and this  Agreement,  shall have the
same rights and  obligations  with respect to any such matter as a person who is
not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

     Section 2.6 Effective  Date. In  accordance  with Section  18-201(d) of the
Act, it is the  intention  of the Member that this  Agreement be effective as of
the date of formation, February 17, 2004.

                                   ARTICLE III

                                    Member(s)

     Section 3.1 Admission of Member(s).

     (a)  Simultaneously  with the effectiveness of this Agreement in accordance
          with Section 2.6 hereof,  Cinergy Capital & Trading,  Inc. is admitted
          as the sole  Member of the  Company  in respect  of the  Interest  (as
          hereinafter defined) being acquired hereunder.

     (b)  Additional  Members  may  only be  admitted  to the  Company  upon the
          consent of all Members, which consent may be evidenced by, among other
          things,  the  execution  of  an  amendment  to  or  an  amendment  and
          restatement of this Agreement.

     Section 3.2 Interest.

     (a)  The Company  shall be  authorized  to issue a single  class of Limited
          Liability  Company  Interest (as defined in the Act,  the  "Interest")
          that shall not be certificated, and shall include any and all benefits
          to  which  the  holder  of  such  Interest  may be  entitled  in  this
          Agreement, together with all obligations of such person to comply with
          the terms and provisions of this Agreement.

     (b)  In the  event  that  there is more  than  one  member,  each  member's
          Interest in the Company  shall be expressed  as a percentage  equal to
          the ratio on any date of such member's  capital  contributions on such
          date to the  aggregate  capital  contributions  of all members on such
          date, (as to any member,  his or its  "Percentage  Interest").  In the
          event there shall only be one member, its "Percentage  Interest" shall
          be 100% for purposes of this Agreement.

     Section 3.3 Liability of Member(s).

     (a)  All debts, obligations and liabilities of the Company, whether arising
          in contract, tort or otherwise, shall be solely the debts, obligations
          and  liabilities  of the  Company,  and no member  shall be  obligated
          personally  for any such debt,  obligation or liability of the Company
          solely by reason of being a member.

     (b)  Except as otherwise expressly required by law, a member shall not have
          any  liability  in excess of (i) the amount of its  aggregate  capital
          contributions  to the  Company,  (ii)  its  share  of any  assets  and
          undistributed  profits of the Company,  (iii) its  obligation  to make
          other payments,  if any,  expressly  provided for in this Agreement or
          any  amendment  hereto  and  (iv)  the  amount  of  any  distributions
          wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

     (a)  Any member  shall have the right to obtain from the Company  from time
          to time upon reasonable demand for any purpose  reasonably  related to
          the member's  interest as a member of the Company,  the  documents and
          other information described in Section 18-305(a) of the Act.

     (b)  Any  demand  by a member  pursuant  to this  Section  3.4  shall be in
          writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

     (a)  Meetings of the member(s) may be called at any time by any member.

     (b)  Except as  otherwise  provided by law, (i) if there shall be more than
          one member of the Company,  a majority in Percentage  Interests of the
          Company,  entitled to vote at the meeting shall constitute a quorum at
          all meetings of the member(s), so long as at least one duly authorized
          representative  of each member are in  attendance  at such meetings of
          the  members or (ii) if there  shall only be one  member,  such member
          shall constitute a quorum.

     (c)  Any action required to or which may be taken at a meeting of member(s)
          may be taken  without a meeting,  without  prior  notice and without a
          vote, if a consent or consents in writing, setting forth the action so
          taken, shall be signed by all member(s).  Any such written consent may
          be executed in two or more counterparts, each of which shall be deemed
          to be an original,  but all of which shall constitute one and the same
          document.

     (d)  Regular  meetings of the  member(s)  shall be held at least  annually.
          Member(s)  may  participate  in  a  meeting  by  means  of  conference
          telephone  or similar  communications  equipment by means of which all
          persons  participating  in  the  meeting  can  hear  each  other,  and
          participation in a meeting by such means shall constitute  presence in
          person at such meeting.

     Section  3.6 Vote.  Except as  specifically  set forth  herein,  any matter
requiring  the vote of the members  shall  require  (including  for  purposes of
actions  taken by the  members in order to manage the  Company  as  provided  in
Article IV hereof) a majority in Percentage Interests of the members in order to
constitute the act of the members.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such  times as the  member(s)  may from time to time  determine.  Written
notice  of the time,  place,  and  purpose  of such  meeting  shall be served by
registered or certified prepaid, first class mail, via overnight courier using a
nationally  reputable courier, or by fax or cable, upon each member and shall be
given at least two (2) business days prior to the time of the meeting. No notice
of a meeting need be given to any member if a written waiver of notice, executed
before or after the meeting by such member thereunto duly  authorized,  is filed
with the  records  of the  meeting,  or to any member who  attends  the  meeting
without  protesting  prior thereto or at its  commencement the lack of notice to
him or her. A waiver of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the Member, or, if additional  members are admitted,  the member(s) may
delegate  any of its or their  powers to  officers  of the  Company  pursuant to
Section 4.2 hereof, or otherwise to committees  consisting of persons who may or
may not be member(s).  Every officer or committee  shall, in the exercise of the
power so delegated,  comply with any restrictions that may be imposed on them by
the member(s) and this Agreement.

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member,  or, if  additional  members are admitted,  the members,  who shall have
full,  exclusive and complete  discretion to manage and control the business and
affairs of the Company, to make all decisions affecting the business and affairs
of the Company and to take all such actions as it deems necessary or appropriate
to  accomplish  the purposes of the Company as set forth  herein.  The Member or
members shall serve  without  compensation  from the Company,  and the Member or
members shall bear the cost of participation in meetings and other activities of
the Company.

     Section 4.2 Officers.

     (a)  Election,  Term of Office.  Pursuant to Section 3.8 hereof, the Member
          hereby creates the offices and delegates to the officers  described in
          this Section 4.2, the duties set forth herein.  The officers  shall be
          elected by the member(s).  Except as provided in paragraphs (b) or (c)
          of this Section 4.1,  each officer  shall hold office until his or her
          successor  shall have been  chosen  and  qualified.  Any two  offices,
          except those of the  President and the  Secretary,  may be held by the
          same person,  but no officer shall execute,  acknowledge or verify any
          instrument in more than one capacity if such instrument is required by
          law or this Agreement to be executed,  acknowledged or verified by any
          two or more officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by delivering a written resignation to the member(s).  Unless
          otherwise  specified therein,  such resignation shall take effect upon
          delivery. Any officer may be removed from office with or without cause
          by either the member(s) or the President.

     (c)  Vacancies and Newly Created Offices. If any vacancy shall occur in any
          office by reason of death, resignation,  removal,  disqualification or
          other cause, or if any new office shall be created,  such vacancies or
          newly  created  offices  may be filled by the  President,  subject  to
          approval and election by the member(s).

     (d)  Conduct of Business.  Subject to the provisions of this Agreement, the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner  consistent with this Agreement and with directions which may
          be given from time to time by the member(s).

     (e)  President.  Subject to the further  directives of the  member(s),  the
          President shall have general and active  management of the business of
          the Company  subject to the  supervision of the  member(s),  shall see
          that all orders and  resolutions  of the  member(s)  are carried  into
          effect and shall have such  additional  powers  and  authority  as are
          specified by the provisions of this Agreement.

     (f)  Secretary.  The  Secretary  shall attend all meetings of the member(s)
          and record all the  proceedings  of the meetings and all actions taken
          thereat in a book to be kept for that  purpose and shall  perform like
          duties for the standing committees when required.  The Secretary shall
          give, or cause to be given,  notice of all meetings of the  member(s),
          and  shall  perform  such  other  duties as may be  prescribed  by the
          member(s) or the President.  The Assistant Secretary, if there be one,
          shall,  in  the  absence  of the  Secretary  or in  the  event  of the
          Secretary's  inability  to act,  perform the duties and  exercise  the
          powers of the  Secretary  and shall perform such other duties and have
          such other powers as the member(s) may from time to time prescribe.

     (g)  Other Officers. The member(s) from time to time may appoint such other
          officers or agents as it may deem  advisable,  each of whom shall have
          such  title,  hold office for such  period,  have such  authority  and
          perform  such  duties  as the  member(s)  may  determine  in its  sole
          discretion.  The  member(s)  from time to time may  delegate to one or
          more  officers  or agents the power to appoint  any such  officers  or
          agents  and  prescribe  their  respective  rights,  terms  of  office,
          authorities and duties.

     (h)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this  Agreement  and/or  delegated  to them by the
          member(s),  are agents and  managers of the Company for the purpose of
          the  Company's  business,  and the  actions of the  officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and authority of the member(s) or
officers herein set forth.

     Section 4.4 Expenses.  Except as otherwise provided in this Agreement,  the
Company shall be responsible  for and shall pay all expenses out of funds of the
Company  determined by the member(s) to be available for such purpose,  provided
that such  expenses  are those of the Company or are  otherwise  incurred by the
member(s) in connection with this Agreement, including, without limitation:

     (a)  all  expenses  related to the  business of the Company and all routine
          administrative  expenses of the Company,  including the maintenance of
          books and records of the Company,  the preparation and dispatch to any
          member(s)  of checks,  financial  reports,  tax  returns  and  notices
          required  pursuant to this Agreement or in connection with the holding
          of any meetings of the member(s);

     (b)  All expenses incurred in connection with any litigation or arbitration
          involving the Company  (including  the cost of any  investigation  and
          preparation)  and the amount of any  judgment  or  settlement  paid in
          connection therewith;

     (c)  all expenses for indemnity or  contribution  payable by the Company to
          any person;

     (d)  all expenses incurred in connection with the collection of amounts due
          to the Company from any person;

     (e)  all expenses incurred in connection with the preparation of amendments
          to this Agreement; and

     (f)  expenses incurred in connection with the liquidation,  dissolution and
          winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section 5.1 Form of Contribution.

     (a)  The  contribution  of a  member  to the  Company  must  be in  cash or
          property,  provided  that  if  there  is more  than  one  member,  all
          member(s) must consent in writing to contributions of property. To the
          extent there is more than one member,  additional contributions in the
          same  proportion  shall  be  made  by each  member,  except  as may be
          approved  by  all  member(s).  No  member  is  required  to  make  any
          contribution  of  property  or money to the  Company  in excess of the
          property  or money it has agreed to  contribute  to the  Company.  The
          Member shall be required to make a contribution in connection with its
          admission  pursuant  to Section  3.1 hereof in the amount of  $100.00,
          effective February 17, 2004.

     (b)  At any time that  there is more  than one  member,  a capital  account
          shall be  maintained  for each  member,  to  which  contributions  and
          profits shall be credited and against which  distributions  and losses
          shall  be  charged.  Such  capital  accounts  shall be  maintained  in
          accordance  with  the  tax  accounting  principles  prescribed  by the
          Treasury Regulations (the "Allocation  Regulations") promulgated under
          Section 704 of the  Internal  Revenue  Code of 1986,  as amended  (the
          "Code"), so that the tax allocations provided in this Agreement shall,
          to the extent possible,  satisfy the "alternate  economic effect test"
          within the meaning of the Allocation Regulations.

     Section 5.2 Allocation of Profits and Losses. The profits and losses of the
Company shall be allocated  entirely to the Member or, if  additional  member(s)
are  admitted,  the  member(s)  in  proportion  to their  respective  Percentage
Interests.

     Section  5.3  Distributions.  The  distributions  of the  Company  shall be
distributed entirely to the Member or, if additional member(s) are admitted, the
member(s) in proportion to their respective Percentage Interests.

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-605 of the Act, a member may be  compelled  to accept  distributions  in-kind
from the Company.

                                   ARTICLE VII

                Assignment of Limited Liability Company Interests

     Section 7.1 Assignment of Limited Liability Company Interests. Interests in
the Company may be assignable  and  transferable.  Any  transferee  shall not be
admitted as a member unless and until the  transferee has executed a counterpart
of this Agreement and members then admitted consent unanimously to the admission
of the transferee.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Dissolution.  The Company shall dissolve, and its affairs shall
be wound up, upon the earliest to occur of (i) the consent of the Member, or, if
additional  member(s) are admitted,  the unanimous  consent of the members,  and
(ii) an event of dissolution of the Company under the Act.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution of the Company) and shall also have the right to act as or appoint a
liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of
the Company,  the assets shall be distributed in the manner  provided in Section
18-804 of the Act.


                                   ARTICLE IX

                              Tax Characterization

     Section 9.1 Tax  Treatment.  Until such time as the Company shall have more
than  one  member,  it is the  intention  of the  Member  that  the  Company  be
disregarded  for  federal  and all  relevant  state  tax  purposes  and that the
activities  of the  Company  be deemed to be  activities  of the Member for such
purposes. In the event that that the Company shall have more than one member, it
is the intention of the members that the Company be taxed as a  partnership  for
federal and all relevant  state tax  purposes.  All  provisions of the Company's
Certificate  of  Formation  and  this  Agreement  are to be  construed  so as to
preserve that tax status. The Company shall timely make all necessary  elections
and  filings for  federal,  state,  and local tax  purposes  to  accomplish  the
foregoing objective.

     Section  9.2 Form  K-1.  After  the end of each  Fiscal  Year for which the
Company  shall  have more  than one  member,  the  member(s)  shall  cause to be
prepared and  transmitted,  as promptly as possible,  and in any event within 90
days of the close of such  Fiscal  Year,  a federal  income tax Form K-1 and any
required similar state income tax form for each member.

     Section 9.3 Company Tax Returns. The Member, or if additional member(s) are
admitted,  the  member(s)  shall cause to be prepared  and timely  filed all tax
returns  required to be filed for the Company.  The Member or the  member(s) (as
the case may be) may, in their sole discretion,  make or refrain from making any
federal,  state or local income or other tax  elections  for the Company that it
deems  necessary or  advisable;  provided that if there is more than one member,
the prior written  consent of all the  member(s)  shall be required in order for
the Company to make an election pursuant to Section 754 of the Code.

                                    ARTICLE X

                         Exculpation and Indemnification

     Section 10.1  Exculpation.  Notwithstanding  any other  provisions  of this
Agreement,  whether  express  or  implied,  or  obligation  or duty at law or in
equity, neither any member, or any officers, directors, stockholders,  partners,
employees,  representatives or agents of any of the foregoing,  nor any officer,
employee,  representative,  manager  or  agent  of  the  Company  or  any of its
affiliates  (individually,  a "Covered  Person" and  collectively,  the "Covered
Persons")  shall be liable to the  Company  or any other  person  for any act or
omission (in relation to the Company,  this Agreement,  any related  document or
any transaction or investment  contemplated  hereby or thereby) taken or omitted
in good faith by a Covered Person and in the reasonable  belief that such act or
omission is in or is not  contrary to the best  interests  of the Company and is
within the scope of authority  granted to such Covered Person by this Agreement,
provided  that  such  act  or  omission  does  not  constitute  fraud,   willful
misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs,  assigns and legal  successors,  or nominees or  representatives,  of the
Member or, if additional  member(s)  are admitted,  the member(s) and (b) may be
executed  in  several  counterparts  with  the  same  effect  as if the  parties
executing the several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.

     (a)  This Agreement  shall be governed by and construed in accordance  with
          the  laws of the  State  of  Delaware  without  giving  effect  to the
          principles of conflict of laws thereof. In particular,  this Agreement
          shall be construed to the maximum  extent  possible to comply with all
          the terms and  conditions  of the Act. If,  nevertheless,  it shall be
          determined by a court of competent jurisdiction that any provisions or
          wording of this Agreement shall be invalid or unenforceable  under the
          Act or other applicable law, such invalidity or unenforceability shall
          not  invalidate  the  entire  Agreement  and this  Agreement  shall be
          construed  so as to  limit  any  term  or  provision  so as to make it
          enforceable or valid within the  requirements  of applicable law, and,
          in the  event  such term or  provisions  cannot  be so  limited,  this
          Agreement  shall be construed  to omit such  invalid or  unenforceable
          terms or provisions. If it shall be determined by a court of competent
          jurisdiction  that any provisions  relating to the  distributions  and
          allocations  of the Company or to any expenses  payable by the Company
          are invalid or  unenforceable,  this  Agreement  shall be construed or
          interpreted so as (i) to make it enforceable or valid and (ii) to make
          the distributions  and allocations as closely  equivalent to those set
          forth in this Agreement as is permissible under applicable law.

     (b)  Each  party  hereto  (i)  irrevocably  submits  to  the  non-exclusive
          jurisdiction  of any Delaware  State court or Federal court sitting in
          Wilmington,  Delaware in any action  arising out of this Agreement and
          (ii) consents to the service of process by mail.  Nothing herein shall
          affect  the right of any party to serve  legal  process  in any manner
          permitted by law or affect his or its right to bring any action in any
          other court.

     Section  11.4  Filings.   Cecilia  Temple,   is  hereby  designated  as  an
"authorized  person" within the meaning of the Act, and has executed,  delivered
and filed the  Certificate  of Formation  of the Company  with the  Secretary of
State of the State of Delaware.  Upon the filing of the Certificate of Formation
with  the  Secretary  of  State  of the  State of  Delaware,  her  powers  as an
"authorized  person"  ceased,  and the Member  thereupon  became the  designated
"authorized  person" and shall  continue as the designated  "authorized  person"
within the  meaning of the Act.  The Member  shall,  as an  "Authorized  Person"
within the  meaning of the Act,  prepare or cause to be prepared  any  documents
required to be filed and recorded  under the Act, and the Member shall  promptly
cause each such document  required to be filed and recorded in  accordance  with
the Act and, to the extent  required  by local law, to be filed and  recorded or
notice thereof to be published in the appropriate  place in each jurisdiction in
which the Company may hereafter establish a place of business.  The Member shall
also  promptly  cause to be filed,  recorded and  published  such  statements of
fictitious  business  name and any other  notices,  certificates,  statements or
other instruments  required by any provision of any applicable law of the United
States or any state or other  jurisdiction  which  governs  the  conduct  of its
business from time to time.

     Section 11.5 Voting  Securities  Owned by the Company.  Powers of attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to  securities,  membership  interests  or  partnership  interests  owned by the
Company may be executed in the name of and on behalf of the Company by the Chief
Executive  Officer,  the President,  any Vice President,  the Secretary,  or any
Assistant  Secretary,  and any such officer may, in the name of and on behalf of
the Company, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders, members or partners of
any  business  entity  in  which  the  Company  may own  securities,  membership
interests,  or  partnership  interests and at any such meeting shall possess and
may  exercise  any and all rights and power  incident to the  ownership  of such
securities,  membership  interests or  partnership  interests and which,  as the
owner thereof,  the Company might have  exercised and possessed if present.  The
member(s)  may,  by  resolution,  from time to time  confer like powers upon any
other person or persons.

     Section  11.6  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define  or  limit  the  scope or  intent  of this  Agreement  or any
provision hereof.

     Section 11.7 Further Assurances.  Each member agrees to perform all further
acts and execute,  acknowledge  and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.

     Section 11.8 Notices. All notices, requests and other communications to any
member shall be in writing  (including  telecopier or similar writing) and shall
be given to such member (and any other person  designated by such member) at its
address or telecopier  number set forth in a schedule  filed with the records of
the  Company  or such  other  address or  telecopier  number as such  member may
hereafter specify for the purpose by notice. Each such notice,  request or other
communication shall be effective (a) if given by telecopier, when transmitted to
the number specified  pursuant to this Section and the appropriate  confirmation
is  received,  (b) if given  by  mail,  72 hours  after  such  communication  is
deposited in the mails with first class postage prepaid, addressed as aforesaid,
or (c) if given by any other  means,  when  delivered  at the address  specified
pursuant to this Section.

     Section 11.9 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.

     IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Agreement  to be
executed as of the date first above written.


                               Cinergy Capital & Trading, Inc.



                               By:  _________________________
                                    M. Stephen Harkness
                                    Vice President, Chief Financial Officer,
                                    and Chief Operating Officer

EX-99

                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                           CINERGY MEXICO HOLDINGS, LP


     The  undersigned  General Partner and Initial Limited Partner hereby form a
limited  partnership  pursuant to and in  accordance  with the Delaware  Revised
Uniform Limited  Partnership Act, 6 Del.  C.§  17-101, et seq. (the "Act"),
and hereby agree as follows:

     1.  Name.  The  name  of  the  limited   partnership   formed  hereby  (the
"Partnership") is Cinergy Mexico Holdings, LP

     2. Purpose. The Partnership is organized for the object and purpose of, and
the nature of the business to be conducted or promoted by the  Partnership is to
engage in the  purchase,  sale and related risk  management  activity of gas for
Mexican  customers,  and to hold an ownership  interest in a business engaged in
the marketing of gas and/or gas related services in Mexico,  and to carry on any
lawful business purpose or activity.

     3.  Registered  Agent and Office.  The  registered  agent and office of the
Partnership in the State of Delaware is c/o The Corporation Trust Company,  1209
Orange  Street,   Wilmington,   New  Castle  County,  Delaware,  or  such  other
location(s) as the Partnership by consent shall determine.


     4. Partners. The names and business,  residence or mailing addresses of the
General Partner and the Initial Limited Partner  (collectively,  the "Partners")
are as follows:

                           General Partner

                           Cinergy Mexico General, LLC
                           139 East Fourth Street
                           Cincinnati, Ohio 45202

                           Initial Limited Partner

                           Cinergy Mexico Limited, LLC
                           139 East Fourth Street
                           Cincinnati, Ohio 45202

     5.  Powers.  The  powers of the  General  Partner(s)  include  all  powers,
statutory and  otherwise,  possessed by general  partners  under the laws of the
State of Delaware.

     6. Term. The Partnership shall have perpetual existence, provided, however,
that the  Partnership  shall  dissolve,  and its affairs shall be wound up, upon
such time as (a) the Partners  unanimously  so  determine,  (b) the  Partnership
sells or otherwise  disposes of its interest in all or substantially  all of its
property, (c) an event of dissolution has occurred under the Act or (d) upon the
removal, withdrawal or dissolution of the General Partner.

     7. Capital  Contributions.  The Partners  have  contributed  the  following
amounts, in cash, and no other property:

                           General Partner
                           $.01

                           Initial Limited Partner
                           $99.99

     8. Additional Contributions.  No Partner is required to make any additional
capital contribution to the Partnership.

     9. Allocations of Profit and Losses.  The Partnership's  profits and losses
shall be allocated in proportion to the capital contributions of the Partners.

     10.  Distributions.  At the time determined by the General Partner,  but at
least once  during  each  fiscal  year,  the  General  Partner  shall  cause the
Partnership to distribute any cash held by it, which is not reasonably necessary
for the operation of the Partnership.  Cash available for distribution  shall be
distributed to the Partners in the same proportion as their then capital account
balances.

     11. Assignments. A Limited Partner may assign all or any part of his or its
partnership  interest  only with the consent of the General  Partner.  A Limited
Partner has no right to grant an assignee of his or its partnership interest the
right to become a substituted Limited Partner.

     12. Withdrawal. Except as provided in the following Section 13, no right is
given to any Partner to withdraw from the Partnership.

     13.  Additional  Partners.  (a) The General  Partner  may admit  additional
Limited  Partners.  Upon the admission of any additional  Limited  Partner,  the
Initial  Limited  Partner  may,  subject to the consent of the General  Partner,
withdraw from the Partnership.

          (b) The Partnership shall continue as a limited  partnership under the
     Act after the admission of any additional  Limited Partner pursuant to this
     Section 13.

          (c) The  admission of  additional  Limited  Partners  pursuant to this
     Section 13 shall be  accomplished  by the  amendment  and execution of this
     Limited Partnership  Agreement and, if required by the Act, the filing of a
     certificate  of  amendment  in the  Office  of the  Secretary  of  State of
     Delaware.

     14. The Initial Limited Partner shall be deemed admitted to the Partnership
upon the formation of the Partnership.

     15.  Voting  Securities  Owned  by the  Partnership.  Powers  of  attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to  securities,  membership  interests  or  partnership  interests  owned by the
Partnership  may be executed in the name of and on behalf of the  Partnership by
the Chief Executive Officer, the President,  any Vice President,  the Secretary,
or any Assistant Secretary of the General Partner,  and any such officer may, in
the name of and on behalf of the  Partnership,  take all such action as any such
officer  may deem  advisable  to vote in  person or by proxy at any  meeting  of
security  holders,  members  or  partners  of any  business  entity in which the
Partnership may own securities,  membership interests,  or partnership interests
and at any such  meeting  shall  possess and may exercise any and all rights and
power  incident to the  ownership of such  securities,  membership  interests or
partnership  interests and which, as the owner thereof,  the  Partnership  might
have exercised and possessed if present. The member(s) may, by resolution,  from
time to time confer like powers upon any other person or persons.

     IN  WITNESS  WHEREOF,  the  undersigned  have duly  executed  this  Limited
Partnership Agreement as of the 20th day of February, 2004.

                                                  GENERAL PARTNER:
                                                  Cinergy Mexico General, LLC



                                                  By _______________________
                                                      Michael J. Cyrus
                                                      President


                                                  INITIAL LIMITED PARTNER:
                                                  Cinergy Mexico Limited, LLC



                                                  By _______________________
                                                      R. Foster Duncan
                                                      Executive Vice President

EX-99

                            CERTIFICATE OF FORMATION

                                       OF

                     Cinergy Mexico Marketing & Trading, LLC


     This  Certificate of Formation of Cinergy Mexico  Marketing & Trading,  LLC
(the  "Company"),  is being duly  executed and filed by the  undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), 6 Del. C.§§ 18-101, et seq.

                                    ARTICLE I

                                      NAME

               The name of the limited liability company shall be:
                     Cinergy Mexico Marketing & Trading, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: 1209 Orange Street,
Wilmington,  Delaware  19801,  or such other  location as the Company by consent
shall  determine.  The initial  registered  agent of the  Company  shall be: The
Corporation Trust Company,  1209 Orange Street,  Wilmington,  New Castle County,
Delaware,  19801,  or such  other  location  as the  Company  by  consent  shall
determine.  Either the registered  office or the registered agent may be changed
in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 24th day of February 2004.


                                                             /s/ Cecilia Temple
                                                             Cecilia Temple
                                                             Authorized Person

EX-99

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                     Cinergy Mexico Marketing & Trading, LLC


     This LIMITED LIABILITY COMPANY  AGREEMENT (this  "Agreement"),  dated as of
February  24,  2004,  for Cinergy  Mexico  Marketing & Trading,  LLC, a Delaware
limited  liability  company (the  "Company"),  is entered into by Cinergy Mexico
General,  LLC, as the sole general  partner of Cinergy  Mexico  Holdings,  LP, a
Delaware limited  partnership,  as the sole member of the Company (the "Member")
to form a limited  liability  company  pursuant  to and in  accordance  with the
Delaware Limited Liability Company Act, Del. Code Ann. tit. 6§§18-101,
et seq. (the "Act").

                                    RECITALS

     WHEREAS,  in  accordance  with  Section  18-201(d)  of the  Act,  it is the
intention  of the Member  that this  Agreement  be  effective  as of the date of
formation, February 24, 2004; and

     WHEREAS,  the Member desires to set forth its understandings  regarding its
rights, obligations and interests with respect to the affairs of the Company and
the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Member  hereby  agrees as
follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section  2.1  Company  Name.  The name of the  Company is  "Cinergy  Mexico
Marketing & Trading,  LLC." The  business of the Company may be  conducted  upon
compliance  with all  applicable  laws  under any other name  designated  by the
member(s).

     Section 2.2 Registered Office; Registered Agent.

     (a)  The  Company  shall  maintain  a  registered  office  in the  State of
          Delaware  at,  and the name and  address of the  Company's  registered
          agent in the State of  Delaware  is, The  Corporation  Trust  Company,
          Corporation  Trust Center,  1209 Orange Street,  Wilmington,  Delaware
          19801.

     (b)  The  business  address  of the  Company  is 139  East  Fourth  Street,
          Cincinnati,  Ohio,  45202,  or such other  place as the  Member  shall
          designate.

     Section  2.3  Nature of  Business  Permitted;  Powers.  The  purpose of the
Company is to engage in any activity for which limited  liability  companies may
be  organized  in the State of  Delaware.  The  Company  shall  possess  and may
exercise all of the powers and privileges granted by the Act or by any other law
or by this Agreement,  together with any powers  incidental  thereto,  so far as
such powers and privileges are necessary or convenient to the conduct, promotion
or attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the Company and,  subject to applicable law and this  Agreement,  shall have the
same rights and  obligations  with respect to any such matter as a person who is
not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

     Section 2.6 Effective  Date. In  accordance  with Section  18-201(d) of the
Act, it is the  intention  of the Member that this  Agreement be effective as of
the date of formation, February 24, 2004.

                                   ARTICLE III

                                    Member(s)

     Section 3.1 Admission of Member(s).

     (a)  Simultaneously  with the effectiveness of this Agreement in accordance
          with Section 2.6 hereof,  Cinergy Mexico Holdings,  LP, is admitted as
          the  sole  Member  of the  Company  in  respect  of the  Interest  (as
          hereinafter defined) being acquired hereunder.

     (b)  Additional  Members  may  only be  admitted  to the  Company  upon the
          consent of all Members, which consent may be evidenced by, among other
          things,  the  execution  of  an  amendment  to  or  an  amendment  and
          restatement of this Agreement.

     Section 3.2 Interest.

     (a)  The Company  shall be  authorized  to issue a single  class of Limited
          Liability  Company  Interest (as defined in the Act,  the  "Interest")
          that shall not be certificated, and shall include any and all benefits
          to  which  the  holder  of  such  Interest  may be  entitled  in  this
          Agreement, together with all obligations of such person to comply with
          the terms and provisions of this Agreement.

     (b)  In the  event  that  there is more  than  one  member,  each  member's
          Interest in the Company  shall be expressed  as a percentage  equal to
          the ratio on any date of such member's  capital  contributions on such
          date to the  aggregate  capital  contributions  of all members on such
          date, (as to any member,  his or its  "Percentage  Interest").  In the
          event there shall only be one member, its "Percentage  Interest" shall
          be 100% for purposes of this Agreement.

     Section 3.3 Liability of Member(s).

     (a)  All debts, obligations and liabilities of the Company, whether arising
          in contract, tort or otherwise, shall be solely the debts, obligations
          and  liabilities  of the  Company,  and no member  shall be  obligated
          personally  for any such debt,  obligation or liability of the Company
          solely by reason of being a member.

     (b)  Except as otherwise expressly required by law, a member shall not have
          any  liability  in excess of (i) the amount of its  aggregate  capital
          contributions  to the  Company,  (ii)  its  share  of any  assets  and
          undistributed  profits of the Company,  (iii) its  obligation  to make
          other payments,  if any,  expressly  provided for in this Agreement or
          any  amendment  hereto  and  (iv)  the  amount  of  any  distributions
          wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

     (a)  Any member  shall have the right to obtain from the Company  from time
          to time upon reasonable demand for any purpose  reasonably  related to
          the member's  interest as a member of the Company,  the  documents and
          other information described in Section 18-305(a) of the Act.

     (b)  Any  demand  by a member  pursuant  to this  Section  3.4  shall be in
          writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

     (a)  Meetings of the member(s) may be called at any time by any member.

     (b)  Except as  otherwise  provided by law, (i) if there shall be more than
          one member of the Company,  a majority in Percentage  Interests of the
          Company,  entitled to vote at the meeting shall constitute a quorum at
          all meetings of the member(s), so long as at least one duly authorized
          representative  of each member are in  attendance  at such meetings of
          the  members or (ii) if there  shall only be one  member,  such member
          shall constitute a quorum.

     (c)  Any action required to or which may be taken at a meeting of member(s)
          may be taken  without a meeting,  without  prior  notice and without a
          vote, if a consent or consents in writing, setting forth the action so
          taken, shall be signed by all member(s).  Any such written consent may
          be executed in two or more counterparts, each of which shall be deemed
          to be an original,  but all of which shall constitute one and the same
          document.

     (d)  Regular  meetings of the  member(s)  shall be held at least  annually.
          Member(s)  may  participate  in  a  meeting  by  means  of  conference
          telephone  or similar  communications  equipment by means of which all
          persons  participating  in  the  meeting  can  hear  each  other,  and
          participation in a meeting by such means shall constitute  presence in
          person at such meeting.

     Section  3.6 Vote.  Except as  specifically  set forth  herein,  any matter
requiring  the vote of the members  shall  require  (including  for  purposes of
actions  taken by the  members in order to manage the  Company  as  provided  in
Article IV hereof) a majority in Percentage Interests of the members in order to
constitute the act of the members.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such  times as the  member(s)  may from time to time  determine.  Written
notice  of the time,  place,  and  purpose  of such  meeting  shall be served by
registered or certified prepaid, first class mail, via overnight courier using a
nationally  reputable courier, or by fax or cable, upon each member and shall be
given at least two (2) business days prior to the time of the meeting. No notice
of a meeting need be given to any member if a written waiver of notice, executed
before or after the meeting by such member thereunto duly  authorized,  is filed
with the  records  of the  meeting,  or to any member who  attends  the  meeting
without  protesting  prior thereto or at its  commencement the lack of notice to
him or her. A waiver of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the Member, or, if additional  members are admitted,  the member(s) may
delegate  any of its or their  powers to  officers  of the  Company  pursuant to
Section 4.2 hereof, or otherwise to committees  consisting of persons who may or
may not be member(s).  Every officer or committee  shall, in the exercise of the
power so delegated,  comply with any restrictions that may be imposed on them by
the member(s) and this Agreement.

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member,  or, if  additional  members are admitted,  the members,  who shall have
full,  exclusive and complete  discretion to manage and control the business and
affairs of the Company, to make all decisions affecting the business and affairs
of the Company and to take all such actions as it deems necessary or appropriate
to  accomplish  the purposes of the Company as set forth  herein.  The Member or
members shall serve  without  compensation  from the Company,  and the Member or
members shall bear the cost of participation in meetings and other activities of
the Company.

     Section 4.2 Officers.

     (a)  Election,  Term of Office.  Pursuant to Section 3.8 hereof, the Member
          hereby creates the offices and delegates to the officers  described in
          this Section 4.2, the duties set forth herein.  The officers  shall be
          elected by the member(s).  Except as provided in paragraphs (b) or (c)
          of this Section 4.1,  each officer  shall hold office until his or her
          successor  shall have been  chosen  and  qualified.  Any two  offices,
          except those of the  President and the  Secretary,  may be held by the
          same person,  but no officer shall execute,  acknowledge or verify any
          instrument in more than one capacity if such instrument is required by
          law or this Agreement to be executed,  acknowledged or verified by any
          two or more officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by delivering a written resignation to the member(s).  Unless
          otherwise  specified therein,  such resignation shall take effect upon
          delivery. Any officer may be removed from office with or without cause
          by either the  member(s) or the  President.  (c)  Vacancies  and Newly
          Created Offices. If any vacancy shall occur in any office by reason of
          death,  resignation,  removal,  disqualification or other cause, or if
          any new office  shall be  created,  such  vacancies  or newly  created
          offices  may be filled  by the  President,  subject  to  approval  and
          election by the member(s).

     (d)  Conduct of Business.  Subject to the provisions of this Agreement, the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner  consistent with this Agreement and with directions which may
          be given from time to time by the member(s).

     (e)  President.  Subject to the further  directives of the  member(s),  the
          President shall have general and active  management of the business of
          the Company  subject to the  supervision of the  member(s),  shall see
          that all orders and  resolutions  of the  member(s)  are carried  into
          effect and shall have such  additional  powers  and  authority  as are
          specified by the provisions of this Agreement.

     (f)  Secretary.  The  Secretary  shall attend all meetings of the member(s)
          and record all the  proceedings  of the meetings and all actions taken
          thereat in a book to be kept for that  purpose and shall  perform like
          duties for the standing committees when required.  The Secretary shall
          give, or cause to be given,  notice of all meetings of the  member(s),
          and  shall  perform  such  other  duties as may be  prescribed  by the
          member(s) or the President.  The Assistant Secretary, if there be one,
          shall,  in  the  absence  of the  Secretary  or in  the  event  of the
          Secretary's  inability  to act,  perform the duties and  exercise  the
          powers of the  Secretary  and shall perform such other duties and have
          such other powers as the member(s) may from time to time prescribe.

     (g)  Other Officers. The member(s) from time to time may appoint such other
          officers or agents as it may deem  advisable,  each of whom shall have
          such  title,  hold office for such  period,  have such  authority  and
          perform  such  duties  as the  member(s)  may  determine  in its  sole
          discretion.  The  member(s)  from time to time may  delegate to one or
          more  officers  or agents the power to appoint  any such  officers  or
          agents  and  prescribe  their  respective  rights,  terms  of  office,
          authorities and duties.

     (h)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this  Agreement  and/or  delegated  to them by the
          member(s),  are agents and  managers of the Company for the purpose of
          the  Company's  business,  and the  actions of the  officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and authority of the member(s) or
officers herein set forth.

     Section 4.4  Expenses.  Except as otherwise  provided in this  Agreement or
prohibited  by law,  the  Company  shall be  responsible  for and  shall pay all
expenses out of funds of the Company determined by the member(s) to be available
for such  purpose,  provided  that such expenses are those of the Company or are
otherwise   incurred  by  the  member(s)  in  connection  with  this  Agreement,
including, without limitation:

     (a)  all  expenses  related to the  business of the Company and all routine
          administrative  expenses of the Company,  including the maintenance of
          books and records of the Company,  the preparation and dispatch to any
          member(s)  of checks,  financial  reports,  tax  returns  and  notices
          required  pursuant to this Agreement or in connection with the holding
          of any meetings of the member(s);

     (b)  All expenses incurred in connection with any litigation or arbitration
          involving the Company  (including  the cost of any  investigation  and
          preparation)  and the amount of any  judgment  or  settlement  paid in
          connection therewith;

     (c)  all expenses for indemnity or  contribution  payable by the Company to
          any person;

     (d)  all expenses incurred in connection with the collection of amounts due
          to the Company from any person;

     (e)  all expenses incurred in connection with the preparation of amendments
          to this Agreement; and

     (f)  expenses incurred in connection with the liquidation,  dissolution and
          winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section 5.1 Form of Contribution.

     (a)  The  contribution  of a  member  to the  Company  must  be in  cash or
          property,  provided  that  if  there  is more  than  one  member,  all
          member(s) must consent in writing to contributions of property. To the
          extent there is more than one member,  additional contributions in the
          same  proportion  shall  be  made  by each  member,  except  as may be
          approved  by  all  member(s).  No  member  is  required  to  make  any
          contribution  of  property  or money to the  Company  in excess of the
          property  or money it has agreed to  contribute  to the  Company.  The
          Member shall be required to make a contribution in connection with its
          admission  pursuant  to Section  3.1 hereof in the amount of  $100.00,
          effective February 24, 2004.

     (b)  At any time that  there is more  than one  member,  a capital  account
          shall be  maintained  for each  member,  to  which  contributions  and
          profits shall be credited and against which  distributions  and losses
          shall  be  charged.  Such  capital  accounts  shall be  maintained  in
          accordance  with  the  tax  accounting  principles  prescribed  by the
          Treasury Regulations (the "Allocation  Regulations") promulgated under
          Section 704 of the  Internal  Revenue  Code of 1986,  as amended  (the
          "Code"), so that the tax allocations provided in this Agreement shall,
          to the extent possible,  satisfy the "alternate  economic effect test"
          within the meaning of the Allocation Regulations.

     Section 5.2 Allocation of Profits and Losses. The profits and losses of the
Company shall be allocated  entirely to the Member or, if  additional  member(s)
are  admitted,  the  member(s)  in  proportion  to their  respective  Percentage
Interests.

     Section  5.3  Distributions.  The  distributions  of the  Company  shall be
distributed entirely to the Member or, if additional member(s) are admitted, the
member(s) in proportion to their respective Percentage Interests.

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-605 of the Act, a member may be  compelled  to accept  distributions  in-kind
from the Company.

                                   ARTICLE VII

                Assignment of Limited Liability Company Interests

     Section 7.1 Assignment of Limited Liability Company Interests. Interests in
the Company may be assignable  and  transferable.  Any  transferee  shall not be
admitted as a member unless and until the  transferee has executed a counterpart
of this Agreement and members then admitted consent unanimously to the admission
of the transferee.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Dissolution.  The Company shall dissolve, and its affairs shall
be wound up, upon the earliest to occur of (i) the consent of the Member, or, if
additional  member(s) are admitted,  the unanimous  consent of the members,  and
(ii) an event of dissolution of the Company under the Act.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution of the Company) and shall also have the right to act as or appoint a
liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of
the Company,  the assets shall be distributed in the manner  provided in Section
18-804 of the Act.

                                   ARTICLE IX

                              Tax Characterization

     Section 9.1 Tax  Treatment.  Until such time as the Company shall have more
than  one  member,  it is the  intention  of the  Member  that  the  Company  be
disregarded  for  federal  and all  relevant  state  tax  purposes  and that the
activities  of the  Company  be deemed to be  activities  of the Member for such
purposes. In the event that that the Company shall have more than one member, it
is the intention of the members that the Company be taxed as a  partnership  for
federal and all relevant  state tax  purposes.  All  provisions of the Company's
Certificate  of  Formation  and  this  Agreement  are to be  construed  so as to
preserve that tax status. The Company shall timely make all necessary  elections
and  filings for  federal,  state,  and local tax  purposes  to  accomplish  the
foregoing objective.

     Section  9.2 Form  K-1.  After  the end of each  Fiscal  Year for which the
Company  shall  have more  than one  member,  the  member(s)  shall  cause to be
prepared and  transmitted,  as promptly as possible,  and in any event within 90
days of the close of such  Fiscal  Year,  a federal  income tax Form K-1 and any
required similar state income tax form for each member.

     Section 9.3 Company Tax Returns. The Member, or if additional member(s) are
admitted,  the  member(s)  shall cause to be prepared  and timely  filed all tax
returns  required to be filed for the Company.  The Member or the  member(s) (as
the case may be) may, in their sole discretion,  make or refrain from making any
federal,  state or local income or other tax  elections  for the Company that it
deems  necessary or  advisable;  provided that if there is more than one member,
the prior written  consent of all the  member(s)  shall be required in order for
the Company to make an election pursuant to Section 754 of the Code.

                                    ARTICLE X

                         Exculpation and Indemnification

     Section  10.1  Exculpation.   To  the  fullest  extent  allowable  by  law,
notwithstanding  any other  provisions  of this  Agreement,  whether  express or
implied, or obligation or duty at law or in equity, any member, or any officers,
directors, stockholders,  partners, employees,  representatives or agents of any
of the foregoing, nor any officer, employee, representative, manager or agent of
the  Company or any of its  affiliates  (individually,  a "Covered  Person"  and
collectively, the "Covered Persons") shall be liable to the Company or any other
person for any act or omission (in relation to the Company, this Agreement,  any
related  document  or any  transaction  or  investment  contemplated  hereby  or
thereby)  taken  or  omitted  in  good  faith  by a  Covered  Person  and in the
reasonable belief that such act or omission is in or is not contrary to the best
interests  of the Company and is within the scope of  authority  granted to such
Covered  Person by this  Agreement,  provided that such act or omission does not
constitute fraud, willful misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs,  assigns and legal  successors,  or nominees or  representatives,  of the
Member or, if additional  member(s)  are admitted,  the member(s) and (b) may be
executed  in  several  counterparts  with  the  same  effect  as if the  parties
executing the several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.

     (a)  This Agreement  shall be governed by and construed in accordance  with
          the  laws of the  State  of  Delaware  without  giving  effect  to the
          principles of conflict of laws thereof. In particular,  this Agreement
          shall be construed to the maximum  extent  possible to comply with all
          the terms and  conditions  of the Act. If,  nevertheless,  it shall be
          determined by a court of competent jurisdiction that any provisions or
          wording of this Agreement shall be invalid or unenforceable  under the
          Act or other applicable law, such invalidity or unenforceability shall
          not  invalidate  the  entire  Agreement  and this  Agreement  shall be
          construed  so as to  limit  any  term  or  provision  so as to make it
          enforceable or valid within the  requirements  of applicable law, and,
          in the  event  such term or  provisions  cannot  be so  limited,  this
          Agreement  shall be construed  to omit such  invalid or  unenforceable
          terms or provisions. If it shall be determined by a court of competent
          jurisdiction  that any provisions  relating to the  distributions  and
          allocations  of the Company or to any expenses  payable by the Company
          are invalid or  unenforceable,  this  Agreement  shall be construed or
          interpreted so as (i) to make it enforceable or valid and (ii) to make
          the distributions  and allocations as closely  equivalent to those set
          forth in this Agreement as is permissible under applicable law.

     (b)  Each  party  hereto  (i)  irrevocably  submits  to  the  non-exclusive
          jurisdiction  of any Delaware  State court or Federal court sitting in
          Wilmington,  Delaware in any action  arising out of this Agreement and
          (ii) consents to the service of process by mail.  Nothing herein shall
          affect  the right of any party to serve  legal  process  in any manner
          permitted by law or affect his or its right to bring any action in any
          other court.

     Section  11.4  Filings.   Cecilia  Temple,   is  hereby  designated  as  an
"authorized  person" within the meaning of the Act, and has executed,  delivered
and filed the  Certificate  of Formation  of the Company  with the  Secretary of
State of the State of Delaware.  Upon the filing of the Certificate of Formation
with  the  Secretary  of  State  of the  State of  Delaware,  her  powers  as an
"authorized  person"  ceased,  and the Member  thereupon  became the  designated
"authorized  person" and shall  continue as the designated  "authorized  person"
within the  meaning of the Act.  The Member  shall,  as an  "Authorized  Person"
within the  meaning of the Act,  prepare or cause to be prepared  any  documents
required to be filed and recorded  under the Act, and the Member shall  promptly
cause each such document  required to be filed and recorded in  accordance  with
the Act and, to the extent  required  by local law, to be filed and  recorded or
notice thereof to be published in the appropriate  place in each jurisdiction in
which the Company may hereafter establish a place of business.  The Member shall
also  promptly  cause to be filed,  recorded and  published  such  statements of
fictitious  business  name and any other  notices,  certificates,  statements or
other instruments  required by any provision of any applicable law of the United
States or any state or other  jurisdiction  which  governs  the  conduct  of its
business from time to time.

     Section 11.5 Voting  Securities  Owned by the Company.  Powers of attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to  securities,  membership  interests  or  partnership  interests  owned by the
Company may be executed in the name of and on behalf of the Company by the Chief
Executive  Officer,  the President,  any Vice President,  the Secretary,  or any
Assistant  Secretary,  and any such officer may, in the name of and on behalf of
the Company, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders, members or partners of
any  business  entity  in  which  the  Company  may own  securities,  membership
interests,  or  partnership  interests and at any such meeting shall possess and
may  exercise  any and all rights and power  incident to the  ownership  of such
securities,  membership  interests or  partnership  interests and which,  as the
owner thereof,  the Company might have  exercised and possessed if present.  The
member(s)  may,  by  resolution,  from time to time  confer like powers upon any
other person or persons.

     Section  11.6  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define  or  limit  the  scope or  intent  of this  Agreement  or any
provision hereof.

     Section 11.7 Further Assurances.  Each member agrees to perform all further
acts and execute,  acknowledge  and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.

     Section 11.8 Notices. All notices, requests and other communications to any
member shall be in writing  (including  telecopier or similar writing) and shall
be given to such member (and any other person  designated by such member) at its
address or telecopier  number set forth in a schedule  filed with the records of
the  Company  or such  other  address or  telecopier  number as such  member may
hereafter specify for the purpose by notice. Each such notice,  request or other
communication shall be effective (a) if given by telecopier, when transmitted to
the number specified  pursuant to this Section and the appropriate  confirmation
is  received,  (b) if given  by  mail,  72 hours  after  such  communication  is
deposited in the mails with first class postage prepaid, addressed as aforesaid,
or (c) if given by any other  means,  when  delivered  at the address  specified
pursuant to this Section.

     Section 11.9 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.


     IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Agreement  to be
executed as of the date first above written.

                                                 CINERGY MEXICO HOLDINGS, LP

                                                 by Cinergy Mexico General, LLC,
                                                 its sole general partner


                                                 By:  _______________________
                                                       Michael J. Cyrus
                                                       President

EX-99

                            CERTIFICATE OF FORMATION

                                       OF

                        Delta Township Utilities II, LLC


     This  Certificate  of Formation of Delta  Township  Utilities  II, LLC (the
"Company"),  is  being  duly  executed  and  filed  by  the  undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), 6 Del. C.§§ 18-101, et seq.

                                    ARTICLE I

                                      NAME

               The name of the limited liability company shall be:
                        Delta Township Utilities II, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: 1209 Orange Street,
Wilmington,  Delaware  19801,  or such other  location as the Company by consent
shall  determine.  The initial  registered  agent of the  Company  shall be: The
Corporation Trust Company,  1209 Orange Street,  Wilmington,  New Castle County,
Delaware,  19801,  or such  other  location  as the  Company  by  consent  shall
determine.  Either the registered  office or the registered agent may be changed
in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 25th day of March 2004.


                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Authorized Person

EX-99

                        DELTA TOWNSHIP UTILITIES II, LLC


          ____________________________________________________________

                       LIMITED LIABILITY COMPANY AGREEMENT
          ____________________________________________________________




                           DATED AS OF MARCH 29, 2004


          ____________________________________________________________




                                TABLE OF CONTENTS


ARTICLE I   ORGANIZATION ......................................................1
         Section 1.1.      Name................................................1
         Section 1.2.      Term1
         Section 1.3.      Registered Agent and Office.........................2
         Section 1.4.      Principal Places of Business........................2
         Section 1.5.      Qualifications in Other Jurisdictions...............2
         Section 1.6.      Fiscal Year.........................................2
ARTICLE II   PURPOSE AND POWERS................................................2
         Section 2.1.      Purpose of the Company..............................2
         Section 2.2.      Powers of the Company...............................3
ARTICLE III   MEMBERS..........................................................3
         Section 3.1.      Members.............................................3
         Section 3.2.      Powers of Members...................................3
         Section 3.3.      Meetings of Members.................................3
         Section 3.4.      Member Representations..............................4
         Section 3.5.      Nature of Relationship..............................5
ARTICLE IV   MANAGEMENT........................................................5
         Section 4.1.      The Board of Managers...............................5
         Section 4.2.      Notice..............................................6
         Section 4.3.      Meetings; Electronic Communications.................6
         Section 4.4.      Quorum and Voting...................................7
         Section 4.5.      Action Without a Meeting............................7
         Section 4.6.      Delegation of Powers................................7
         Section 4.7.      Executive Committee.................................7
         Section 4.8.      Chairperson and Vice Chairperson....................8
         Section 4.9.      Officers............................................8
         Section 4.10.     Matters for Board Determination.....................9
ARTICLE V  DISPUTE RESOLUTION..................................................9
         Section 5.1.      Agreement to Resolve Disputes.......................9
         Section 5.2.      Negotiated Resolution..............................10
         Section 5.3.      Arbitration........................................10
         Section 5.4.      Limited Court Actions..............................12
ARTICLE VI   SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS, MATERIAL
               APPROVALS, ETC.................................................12
         Section 6.1.      Initial Operations; Service Arrangements...........12
         Section 6.2.      Budget; Capitalization; Material Approvals.........13
         Section 6.3.      Status of Capital Contributions....................13
         Section 6.4.      Capital Accounts...................................14
         Section 6.5.      Advances...........................................14
         Section 6.6.      Negative Capital Accounts..........................14
ARTICLE VII   ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING......................15
         Section 7.1.      Allocations of Net Profit and Net Loss.............15
         Section 7.2.      Distributions......................................16
         Section 7.3.      Limitations on Distribution........................16
         Section 7.4.      Withholding Taxes..................................16
ARTICLE VII   TAX MATTERS.....................................................16
         Section 8.1.      Tax Matters........................................16
         Section 8.2.      Taxation as Partnership............................17
         Section 8.3.      Tax Elections......................................17
ARTICLE IX   BANKING; ACCOUNTING; BOOKS AND RECORDS...........................17
         Section 9.1.      Banking............................................17
         Section 9.2.      Maintenance of Books and Records; Accounts
                           and Accounting Method..............................17
         Section 9.3.      Financial Statements...............................18
         Section 9.4.      Additional Information.............................18
         Section 9.5.      Minutes of Meetings................................18
ARTICLE X   LIABILITY, EXCULPATION AND INDEMNIFICATION........................18
         Section 10.1.     Liability..........................................18
         Section 10.2.     Exculpation........................................18
         Section 10.3.     Indemnification....................................20
         Section 10.4      Indemnification by Members.........................21
         Section 10.5      Indemnification by the Company.....................23
         Section 10.6.     Special Indemnification of York and
                           Its Affiliates.....................................23
ARTICLE XI   TRANSFER OF INTERESTS............................................25
         Section 11.1.     Personal Property; Consent for Transfers...........25
         Section 11.2.     Issue and Replacement of Certificates..............26
         Section 11.3.     Interest Certificate Legend........................26
ARTICLE XII   DISSOLUTION AND TERMINATION OF THE COMPANY......................27
         Section 12.1.     Dissolution........................................27
         Section 12.2.     Liquidation........................................27
         Section 12.3.     Time for Liquidation, etc..........................27
         Section 12.4.     Claims of the Members..............................28
ARTICLE XIII   INDEPENDENT MANAGER............................................28
         Section 13.1      ...................................................28
         Section 13.2      ...................................................28
         Section 13.3      ...................................................28
         Section 13.4      ...................................................28
         Section 13.5      ...................................................28
         Section 13.6      ...................................................29
ARTICLE XIV  SINGLE PURPOSE ENTITY............................................29
         Section 14.1      Single Purpose Entity..............................29
         Section 14.2      Bankruptcy of a Member.............................34
         Section 14.3      Creditor's Interests...............................34
         Section 14.4      Waiver of Certain Actions..........................34
ARTICLE XV   CERTAIN DEFINITIONS..............................................35
         Section 15.1.     Definitions........................................35
ARTICLE XVI   MISCELLANEOUS PROVISIONS........................................37
         Section 16.1.     Amendments Generally...............................37
         Section 16.2.     Entire Agreement...................................38
         Section 16.3.     Notices............................................38
         Section 16.4.     Table of Contents and Headings.....................39
         Section 16.5.     Assignment.........................................39
         Section 16.6.     Severability.......................................39
         Section 16.7.     Extension; Waiver..................................40
         Section 16.8.     Governing Law......................................40
         Section 16.9.     Names and Logos....................................40
         Section 16.10.    Further Actions....................................40
         Section 16.11.    Counterparts.......................................40
         Section 16.12     Press Releases; Confidentiality....................40
         Section 16.13.    No Third Party Beneficiary.........................42


LIST OF ATTACHMENTS

Schedule 1 - Interest Percentages, Etc.

Schedule 2 - Matters Requiring Unanimous Action of the Board of Managers of the
Company

Exhibit A  - General Division of Responsibility





                             INDEX OF DEFINED TERMS

TERM                                                              SECTION NUMBER
- ----                                                              --------------

1935 Act                                                          6.2(d)
Adjusted Capital Account Deficit                                  15.1
Affiliate                                                         15.1
Agreement                                                         Preamble
Arbitration Demand                                                5.3(a)
Board of Managers                                                 3.2
Business Day                                                      15.1
Capital Account                                                   15.1
Capital Contribution                                              15.1
Certificate                                                       1.2
Cinergy Solutions Managers                                        4.1(c)
Cinergy Solutions                                                 Preamble
Claims                                                            10.3(a)
Code                                                              15.1
Company                                                           Preamble
Covered Person                                                    15.1
CPR                                                               5.3(a)
Damages                                                           10.3(a)
Delaware Act                                                      Recitals
Disabling Conduct                                                 15.1
Dispute                                                           5.1
Executive Committee                                               4.7
Fiscal Year                                                       1.6
GM Delta Township II Project                                      Recitals
GM                                                                Recitals
Interest                                                          15.1
Interest Percentage                                               15.1
HSR Act                                                           6.2(c)
Lender                                                            2.2
Liquidating Trustee                                               12.1
Loan Agreement                                                    2.2
Loan Documents                                                    2.2
Manager                                                           15.1
Material Approvals                                                6.2(c)
Member                                                            Recitals, 15.1
Members                                                           Recitals
Net Loss                                                          15.1
Net Profit                                                        15.1
Person                                                            15.1
Proceeding                                                        10.3(a)
Purpose                                                           2.1
SEC                                                               6.2(c)
Service Arrangements                                              6.1
Subsidiary or Subsidiaries                                        15.1
Tax Matters Partner                                               8.1
Transfer                                                          11.1(a)
Treasury Regulations                                              15.1
Utility Services Agreement                                        15.1
Veolia Water                                                      Preamble
Veolia Water Managers                                             4.1(c)
York                                                              Preamble
York Manager                                                      4.1(c)


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                        DELTA TOWNSHIP UTILITIES II, LLC

     This  LIMITED  LIABILITY  COMPANY  AGREEMENT  (this  "Agreement")  of DELTA
TOWNSHIP UTILITIES II, LLC a Delaware limited liability company (the "Company"),
dated  as of March  29,  2004 is made by and  among  Cinergy  Solutions  Holding
Company, Inc., a Delaware corporation ("Cinergy Solutions"),  York International
Corporation,  a Delaware  corporation  ("York") and Veolia  Water North  America
Operating  Services,  Inc., a Delaware  corporation  ("Veolia  Water").  Certain
capitalized  terms  used  herein  without  definition  shall  have the  meanings
specified in Section 15.1.

                               W I T N E S S E T H

     WHEREAS,   Cinergy   Solutions  and  Veolia  Water  have  been  engaged  in
discussions with General Motors  Corporation  ("GM") concerning the provision of
new assets and certain services to GM related to the metal fabrication, stamping
and assembly facilities of GM located in Delta Township, Michigan (the "GM Delta
Township II  Project")  and York has been  engaged in  discussions  with Cinergy
Solutions and Veolia Water concerning the GM Delta Township II Project;

     WHEREAS,  pursuant to those discussions,  and to assist in implementing and
performing the GM Delta  Township II Project,  the Company has been formed under
the Delaware Limited Liability Company Act (the "Delaware Act"); and

     WHEREAS,  as contemplated by the Delaware Act, Cinergy Solutions,  York and
Veolia Water, as the sole initial members of the Company (each in such capacity,
a  "Member"),  are  entering  into this  Agreement  to govern the affairs of the
Company and the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Members  hereby  agree as
follows:

                                    ARTICLE I
                                  ORGANIZATION

     Section 1.1. Name.

     The name of the Company is "Delta Township Utilities II, LLC." The business
of the Company may be conducted upon  compliance  with all applicable laws under
any other name  designated by the Company with the  concurrence  of the Board of
Managers by action taken pursuant to Section 4.4 or 4.5 below.

     Section 1.2. Term.

     The existence of the Company  commenced on March 29, 2004,  the date of the
filing of the  Certificate of Formation (the  "Certificate")  with the office of
the Secretary of State of the State of Delaware,  and shall  continue  until the
Company is  dissolved  in  accordance  with the  provisions  of this  Agreement.
Section 1.3. Registered Agent and Office.

     The  registered  office  of the  Company  in  Delaware  shall  be  c/o  The
Corporation Trust Company,  1209 Orange Street,  Wilmington,  New Castle County,
Delaware. At any time, the Company may designate another registered agent and/or
registered office. The registered agent for service of process on the Company in
the State of Delaware shall be c/o The  Corporation  Trust Company,  1209 Orange
Street, Wilmington, New Castle County, Delaware.

     Section 1.4. Principal Places of Business.

     The  principal  place of business  of the  Company  shall be at c/o Cinergy
Corp., 139 E. Fourth Street, Cincinnati,  Ohio 45202. The Company may change the
location of the Company's principal place of business at any time upon agreement
of its Members.  Until the expiration or termination of, and the satisfaction of
all obligations under the Utility Services Agreement and the Loan Documents, the
Company shall give GM and the Lender, respectively, notice of any such change in
location.

     Section 1.5. Qualifications in Other Jurisdictions.

     The Company shall be qualified or registered to do business in Michigan and
in such  jurisdictions,  if any, in which the Company transacts  business and in
which such  qualification or registration is required by law or deemed advisable
by the Company. The Secretary of the Company, as an authorized person within the
meaning of the Delaware Act,  shall execute,  deliver and file any  certificates
(and any amendments and/or  restatements  thereof)  necessary for the Company to
qualify to do business in any such jurisdiction.

     Section 1.6. Fiscal Year.

     The fiscal year of the Company  (the  "Fiscal  Year") shall end on the 31st
day of  December in each year.  The Company  shall have the same fiscal year for
income tax and for financial and accounting purposes.

                                   ARTICLE II
                               PURPOSE AND POWERS

     Section 2.1. Purpose of the Company.

     The purpose of the Company is to develop, design,  construct,  own, operate
and  maintain  the System (as defined in the  Utility  Services  Agreement)  and
provide the Utility Services (as defined in the Utility Services Agreement);  to
obtain financing for such activities in accordance with the Loan Agreement;  and
to take all actions incident thereto (the "Purpose"). The Members will cooperate
and assist each other in  accomplishing  the Purpose.  The scope of work for the
site,  building and  professional  services to be rendered to GM is described in
the Utility Services  Agreement.  The general division of  responsibility  among
Cinergy  Solutions,   York  and  Veolia  Water  for  the  development,   design,
construction,  operation and maintenance of the System is set forth on Exhibit A
hereto.

     Section 2.2. Powers of the Company.

     Subject to the terms and  conditions of this  Agreement,  the Company shall
have the power and authority to take any and all actions necessary, appropriate,
proper,  advisable,  incidental or convenient to or for the  furtherance  of the
Purpose;  provided,  however,  that  notwithstanding any other provision of this
Agreement,  unless  otherwise  agreed to in writing by GMAC  Commercial  Holding
Capital Corp., a Colorado corporation, or its successors and assigns ("Lender"),
until all of the  Company's  obligations  under that  certain  Loan and Security
Agreement  dated as of April 14, 2004, by and between the Company and Lender (as
the same may be amended,  modified or supplemented  from time to time, the "Loan
Agreement")  and all  documents  related  thereto  (collectively,  with the Loan
Agreement,  the "Loan  Documents")  are  satisfied in full pursuant to the terms
thereof,  none of the Members,  the Managers,  the officers or the Company shall
take any action in  contravention  of the  Company's  obligations  and covenants
contained in the Loan Documents, including without limitation, the covenants set
forth in Sections 7.01(n), (p), (q), (r) and (t) of the Loan Agreement.

                                   ARTICLE III
                                     MEMBERS

     Section 3.1. Members.

     The name, initial Capital  Contributions and initial Interest Percentage of
each  Member are listed on  Schedule 1 attached  hereto.  The  Company  shall be
required  to  update  Schedule  1 from  time  to time as  necessary  to  reflect
accurately the information  therein. Any reference in this Agreement to Schedule
1 shall be deemed to be a reference  to Schedule 1 as amended and in effect from
time to time.

     Section 3.2. Powers of Members.

     Except as otherwise  provided  herein,  the Members  shall have no power to
transact any business in the Company's  name.  Authority to sign Company  checks
may be delegated to one or more individuals by the written  authorization of the
Board of Managers in accordance with Section 9.1. Additional Members may only be
added  to the  Company  upon the  unanimous  consent  of  existing  Members  and
otherwise in compliance with the provisions hereof. Subject to the provisions of
the  Delaware  Act,  the  Certificate  and this  Agreement,  the Members  hereby
delegate  any or all powers to the Board of Managers of the Company  (the "Board
of Managers")  to carry out the business  affairs of the Company on the Members'
behalf. Any power not reserved to the Members or delegated to the officers shall
remain with the Board of Managers.  The Board of Managers  shall be appointed in
accordance with the provisions of Article IV.

     Section 3.3. Meetings of Members.

     (a)  Annual Meeting.  An annual meeting of the Members shall be held once a
          year on such date as the Board of Managers shall designate.

     (b)  Special Meetings.  Special meetings of the Members, for any purpose or
          purposes,  may be called by the Board of Managers or at the request of
          any Member.  Business  transacted  at any  special  meeting of Members
          shall  be  limited  to  the  purposes  stated  in the  notice,  unless
          otherwise agreed by the Members attending the meeting.

     (c)  Place of Meeting.  All meetings of Members shall be held at such place
          within or without the State of Delaware as the Board of Managers shall
          designate.

     (d)  Notice of  Meetings.  Notice of all  meetings of Members,  stating the
          time,  place and purpose of the  meeting,  shall be given at least two
          (2) days and not more than sixty (60) days  before  the  meeting.  Any
          adjourned  meeting may be held as adjourned  without  further  notice,
          provided that any adjourned  session or sessions are held within sixty
          (60) days after the date set for the original meeting.  No notice need
          be given to any Member if a written waiver of notice,  executed before
          or after the  meeting by such Member or his  representative  thereunto
          duly authorized,  is filed with the records of the meeting,  or to any
          Member who attends the meeting without  protesting prior thereto or at
          its commencement the lack of notice to it. A waiver of notice need not
          specify the purposes of the meeting.

     (e)  Quorum  and  Voting.  The  presence  of at least  one duly  authorized
          representative  of each Member shall  constitute a quorum for purposes
          of transacting business at any meeting of Members. Subject to Sections
          4.1(c) and 4.10,  any  question  brought  before any meeting  shall be
          decided  by the  Members  who,  at the  time  in  question  and in the
          aggregate,  hold,  or hold  proxies  with  respect  to, a majority  of
          Interest  Percentages.  Interests of Members may be voted in person or
          by proxy.  The parties agree that the  requirements of Sections 4.1(c)
          and 4.10 may not be waived by the  Members or  modified  in any manner
          without the unanimous consent of all of the Members.

     (f)  Electronic  Communications.  Members may participate in any meeting of
          Members by means of  conference  telephone  or similar  communications
          equipment by means of which all persons  participating  in the meeting
          can  hear  each  other,  and such  participation  in a  meeting  shall
          constitute presence in person at the meeting.

     (g)  Actions of Members Without a Meeting.  Any action required to be taken
          at any  meeting of Members or  otherwise,  or any action  which may be
          taken at any meeting of Members or  otherwise,  may be taken without a
          meeting,  without  prior  notice and  without a vote,  if a consent in
          writing,  setting forth the action so taken, shall be signed by all of
          the Members.  Any such written  consent may be executed in two or more
          counterparts, each of which shall be deemed to be an original, but all
          of which shall constitute one and the same document.

     Section 3.4. Member Representations.

     (a)  Investment.  Each Member  represents and warrants to the other Members
          and the Company that (i) its  Interest  has been  acquired for its own
          account,  for investment,  and not with an intent or a present view to
          participating,  directly  or  indirectly,  in or  for  the  resale  in
          connection with any distribution (as interpreted  under any applicable
          law) thereof,  nor with any present intention of dividing its Interest
          or distributing, reselling, assigning or otherwise disposing of all or
          part of such  Interest,  and  (ii) it will not make or offer to make a
          transfer of its Interest in violation of the  Securities  Act of 1933,
          as amended,  or any other applicable Federal or state securities laws.
          (b) Binding  Obligation.  Each Member  represents  and warrants to the
          other  Members  and the  Company  that  this  Agreement  has been duly
          authorized, executed and delivered on behalf of such Member and is the
          legal,  valid  and  binding  obligation  of such  Member,  enforceable
          against it in accordance  with its terms. By executing this Agreement,
          each of the Members agrees that the execution of the Loan Documents by
          the Company  shall  evidence  and  constitute  the review and approval
          thereof by the Company and each of the Members.

     (c)  Compliance  With  Anti-Terrorism,  Embargo,  Sanctions and  Anti-Money
          Laundering  Laws.  Each Member  represents  and  warrants to the other
          Members  and the  Company  that such  Member,  as well as each  Person
          owning  a 20% or  more  interest  in any  such  Member:  (i)  are  not
          currently,  and during the term hereof will not permit  themselves  to
          be,  identified  on the OFAC List (as defined in the Loan  Agreement),
          and  (ii)  are not,  and  during  the  term  hereof  will  not  permit
          themselves to be,  Persons with whom a citizen of the United States is
          prohibited to engage in  transactions  by any trade embargo,  economic
          sanction,  or other prohibition of United States law,  regulation,  or
          Executive Order of the President of the United States.

     Section 3.5. Nature of Relationship.

     The Members intend that the Company shall not be a partnership  (including,
without limitation,  a limited partnership) or joint venture, and that no Member
shall be a partner or joint venturer of any other Member, for any purposes other
than United States  Federal and, if  applicable,  state tax  purposes,  and this
Agreement  shall not be construed to the  contrary.  Each Member at any time and
from time to time may engage in and own interests in other business  ventures of
any and every type and description, independently or with others (including ones
in competition with the Company),  with no obligation to offer to the Company or
any other Member the right to participate therein.

                                   ARTICLE IV
                                   MANAGEMENT

     Section 4.1. The Board of Managers.

     (a)  General.  Except as  specifically  set forth herein,  the business and
          affairs of the Company  shall be managed by or under the  direction of
          the Board of Managers. Other than rights and powers expressly reserved
          to  Members  by this  Agreement  or the  Delaware  Act,  and except as
          otherwise  specifically set forth herein,  the Board of Managers shall
          have full, exclusive and complete discretion to manage and control the
          business and affairs of the Company,  to make all decisions  affecting
          the  business  and affairs of the Company and to take all such actions
          as it deems necessary or appropriate to accomplish the purposes of the
          Company as set forth herein.

     (b)  Duties.  The Board of Managers  shall be  obligated  to devote only as
          much of their time to the  Company's  business as shall be  reasonably
          required in light of the Company's business and objectives.  A Manager
          shall  perform his or her duties in good faith,  in a manner he or she
          reasonably  believes to be in the best  interests of the Company,  and
          with  such care as an  ordinarily  prudent  person in a like  position
          would use under similar circumstances.

     (c)  Board Composition;  Removal and Vacancies. The Board of Managers shall
          consist  of six  Managers.  Cinergy  Solutions  shall be  entitled  to
          designate  two  Managers  to the  Board  of  Managers,  York  shall be
          entitled to designate  one Manager to the Board of Managers and Veolia
          Water  shall  be  entitled  to  designate  the  remaining  half of the
          Managers to the Board of Managers.  Those  Managers  designated to the
          Board of Managers by Cinergy  Solutions  are referred to herein as the
          "Cinergy  Solutions  Managers," the Manager designated to the Board of
          Managers by York is referred to herein as the "York Manager" and those
          Managers  designated  to the Board of  Managers  by  Veolia  Water are
          referred to herein as the "Veolia Water Managers".  Each Manager shall
          serve until his or her removal, resignation, death or retirement. Each
          Member  shall vote all of its Interest and shall take all other action
          necessary  or  desirable  within  its  control   (including,   without
          limitation, attendance at meetings in person or by proxy and execution
          of written consents in lieu of meetings), so that the designees of the
          other  Members  are duly  elected to the Board of  Managers.  Upon the
          removal, resignation, death or retirement of a Manager, or vacation of
          office by any Manager for any reason,  his or her  successor  shall be
          nominated and elected by the same Member as originally  designated the
          former  Manager.  Any  successor  so elected  shall  retain his or her
          office  during such time only as the former  Manager  was  entitled to
          retain the same.  York shall  have the  exclusive  right to remove the
          York Manager at any time and for any reason whatsoever and to fill the
          vacancy  of  the  York  Manager.  Cinergy  Solutions  shall  have  the
          exclusive  right to remove any Cinergy  Solutions  Manager at any time
          and for any reason  whatsoever  and to fill the vacancy of the Cinergy
          Solutions  Managers.  Veolia Water shall have the  exclusive  right to
          remove  any  Veolia  Water  Manager  at any  time  and for any  reason
          whatsoever and to fill the vacancy of the Veolia Water Managers.

     (d)  Restrictions on the Board. The Board of Managers shall not: (i) do any
          act in contravention of any applicable law or regulation, or provision
          of this  Agreement;  (ii)  possess  Company  property for other than a
          Company purpose;  or (iii) admit any new Members without the unanimous
          consent of  existing  Members or without  compliance  with  Article XI
          hereof.

     Section 4.2. Notice.

     Meetings  of the Board of  Managers  may be held at such places and at such
times as the Board of Managers may from time to time determine.  Any Manager may
at any time call a meeting of the Board of Managers. Written notice of the time,
place,  and purpose of such meeting  shall be served by registered or certified,
prepaid first class,  mail, or by fax or cable, upon each member of the Board of
Managers and shall be given at least twenty-four (24) hours prior to the time of
the  meeting.  No notice  need be given to any  Manager  if a written  waiver of
notice,  executed  before or after the meeting by such  Manager  thereunto  duly
authorized,  is filed with the  records of the  meeting,  or to any  Manager who
attends the meeting without  protesting prior thereto or at its commencement the
lack of notice to him. A waiver of notice need not  specify the  purposes of the
meeting.

     Section 4.3. Meetings; Electronic Communications.

     Regular  meetings of the Board of  Managers  shall be held on such dates as
the Board of Managers shall agree but not less  frequently than once during each
Fiscal  Year  of the  Company.  Members  of the  Board  of  Managers,  or of any
committee designated by the Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.

     Section 4.4. Quorum and Voting.

     A majority of the Managers shall constitute a quorum for the transaction of
business  at a meeting  of the Board of  Managers,  provided,  that at least one
Veolia Water  Manager,  one Cinergy  Solutions  Manager and the York Manager are
present.  Except for those matters  which  require the unanimous  consent of the
Managers pursuant to Sections 4.10 and 14.1(c),  action by the Board of Managers
must be authorized by the majority vote of the Managers present at the meeting.

     Section 4.5. Action Without a Meeting.

     Except  for those  matters  which  require  the  unanimous  consent  of the
Managers pursuant to Sections 4.10 and 14.1(c),  any action which is required to
be, or which may be,  taken at any  annual,  regular or  special  meeting of the
Board of Managers or otherwise,  may be taken  without a meeting,  without prior
notice and without a vote, if a consent in writing,  setting forth the action so
taken,  shall be  signed by at least  one  Veolia  Water  Manager,  one  Cinergy
Solutions  Manager and the York  Manager.  With respect to matters which require
the  unanimous  consent of the Managers  pursuant to Sections  4.10 and 14.1(c),
such action may be taken  without a meeting,  without prior notice and without a
vote,  if a consent in  writing,  setting  forth the  action so taken,  shall be
signed by all of the Managers.  Any such written  consent may be executed in two
or more counterparts,  each of which shall be deemed to be an original,  but all
of which shall constitute one and the same document.

     Section 4.6. Delegation of Powers.

     Subject to Section 4.10 and any  limitation  set forth in the Delaware Act,
the  Board of  Managers  may  delegate  any of its  powers to  committees  or to
officers consisting of persons who may or may not be Managers.  Every officer or
committee  shall,  in the  exercise of the power so  delegated,  comply with any
restrictions that may be imposed on them by the Board of Managers.

     Section 4.7. Executive Committee.

     The Board of Managers shall have an Executive  Committee  consisting of two
(2) Managers,  one Cinergy  Solutions  Manager and one Veolia Water Manager (the
"Executive  Committee").  Actions  of  the  Executive  Committee  shall  require
unanimous consent of both Managers.  Meetings of the Executive  Committee may be
called by any member  thereof upon  twenty-four  (24) hours' prior  notice.  The
Executive  Committee  shall only be  empowered  to act on such matters as may be
from time to time  delegated  to it by the Board of Managers  and in  accordance
with the terms and conditions of any such delegation.

     Section 4.8. Chairperson and Vice Chairperson.

     The Board of Managers shall designate one of its members as the Chairperson
and another as the Vice Chairperson.  The Cinergy Solutions  Managers shall have
the right to designate the  Chairperson and the Veolia Water Managers shall have
the right to designate the Vice  Chairperson.  Neither the  Chairperson  nor the
Vice  Chairperson  shall have any additional or special voting rights and either
may be  replaced  at any time  during  his or her term by the  Managers  by whom
initially  designated.  The  Chairperson  shall preside over all meetings of the
Board of Managers. In the absence of the Chairperson, the Vice Chairperson shall
preside  over a  meeting  of the Board of  Managers.  The  Chairperson  and Vice
Chairperson shall have such other authority and perform such duties as the Board
of Managers may determine in its sole discretion.

     Section 4.9. Officers.

     (a)  Election,  Term  of  Office,  Qualifications,  and  Compensation.  The
          officers  shall be  appointed  by the  Board of  Managers.  Except  as
          provided in  paragraphs  (b) or (c) of this Section 4.9,  each officer
          shall hold office  until his or her  successor  shall have been chosen
          and  qualified.  Any  two  (2)  offices,  except  those  of the  Chief
          Executive Officer, the Chief Operating Officer and the Secretary,  may
          be held by the same Person, but no officer shall execute,  acknowledge
          or verify any instrument in more than one capacity if such  instrument
          be required by law or this Agreement to be executed,  acknowledged  or
          verified by any two (2) or more officers.

     (b)  Resignations and Removals. Any officer may resign his or her office at
          any time by tendering his or her  resignation  to the Chief  Executive
          Officer or the Secretary.  Unless otherwise  specified  therein,  such
          resignation  shall take  effect  upon  delivery.  Any  officer  may be
          removed from office with or without cause by the Board of Managers.

     (c)  Vacancies and Newly Created Offices. If any vacancy shall occur in any
          office by reason of death, resignation,  removal,  disqualification or
          other cause, or if any new office shall be created,  such vacancies or
          newly created offices may be filled by the Board of Managers.

     (d)  Conduct of Business.  Subject to the provisions of the Certificate and
          this  Agreement   (including  without  limitation  Section  6.1),  the
          day-to-day  operations of the Company shall be managed by its officers
          and such  officers  shall  have full power and  authority  to make all
          business  decisions,  enter into all  commitments  and take such other
          actions in connection  with the business and operations of the Company
          as they deem appropriate.  Such officers shall perform their duties in
          a manner consistent with the Certificate and this Agreement,  and with
          directions  which  may be  given  from  time to time by the  Board  of
          Managers.

     (e)  Chief Executive Officer. Subject to the further directive of the Board
          of Managers, the Chief Executive Officer shall have general and active
          management of the business of the Company  subject to the  supervision
          of the Board of Managers, shall see that all orders and resolutions of
          the Board of  Managers  are  carried  into  effect and shall have such
          additional  powers and authority as are specified by the provisions of
          this Agreement.

     (f)  Chief Operating  Officer.  The Chief Operating Officer shall have such
          authority  and  perform  such  duties  as the  Board of  Managers  may
          determine in its sole discretion.

     (g)  The Secretary.  The Secretary shall attend all meetings of the Members
          and the  Board of  Managers  and  record  all the  proceedings  of the
          meetings and all actions  taken  thereat in a book to be kept for that
          purpose and shall perform like duties for the standing committees when
          required.  The Secretary  shall give, or cause to be given,  notice of
          all  meetings  of the  Members  or the  Board of  Managers,  and shall
          perform  such  other  duties  as may be  prescribed  by the  Board  of
          Managers or the Chief Executive  Officer,  under whose supervision the
          Secretary shall be. The Assistant  Secretary,  if there be one, shall,
          in the  absence of the  Secretary  or in the event of the  Secretary's
          inability  to act,  perform the duties and  exercise the powers of the
          Secretary  and shall  perform  such  other  duties and have such other
          powers as the Board of Managers may from time to time prescribe.

     (h)  Other  Officers.  The Board of Managers  from time to time may appoint
          such other officers or agents as it may deem  advisable,  each of whom
          shall  have  such  title,  hold  office  for such  period,  have  such
          authority  and  perform  such  duties  as the  Board of  Managers  may
          determine in its sole  discretion.  The Board of Managers from time to
          time may  delegate  to one or more  offices  or  agents  the  power to
          appoint any such  officers or agents and  prescribe  their  respective
          rights, terms of office, authorities and duties.

     (i)  Officers as Agents;  Authority.  The officers,  to the extent of their
          powers set forth in this Agreement,  are agents of the Company for the
          purpose of the  Company's  business,  and the actions of the  officers
          taken in accordance with such powers shall bind the Company.

     (j)  Duties.  The  officers  shall be  obligated  to devote only as much of
          their time to the Company's  business as shall be reasonably  required
          in light of the Company's business and objectives.

     Section 4.10. Matters for Board Determination.

     Notwithstanding anything to the contrary contained in this Agreement,  none
of the  Members,  Managers,  officers or the Company  shall take any action with
respect to matters  identified on Schedule 2 hereto without first  obtaining the
unanimous approval of all members of the Board of Managers;  provided,  however,
that any such action by the Company or the Board of Managers shall be subject to
the restrictions set forth in Section 2.2 hereof.

                                    ARTICLE V
                               DISPUTE RESOLUTION

     Section 5.1. Agreement to Resolve Disputes.

     Except as otherwise specifically provided in this Agreement, the provisions
of this Article V shall apply to all disputes,  controversies or claims that may
arise out of, or under this Agreement (a "Dispute"). The Members acknowledge and
agree that any failure, due to the objection of one Member or one or more of the
Managers, to obtain approval of any action may be considered a Dispute hereunder
by either or both of the other two Members.

     Section 5.2. Negotiated Resolution.

     The Members shall act in good faith and use  reasonable  efforts to resolve
expeditiously  any  Dispute  that  may  arise  from  time to time on a  mutually
acceptable, negotiated basis. In furtherance of the foregoing, the Members agree
to the following procedure:

     (a)  At the request of any Member from time to time in a written  notice to
          the other Members,  the Members shall convene a committee comprised of
          one or  more  executive  officers  designated  by  each  Member.  Such
          officers  will meet within ten (10)  Business  Days of such notice and
          attempt  in good  faith to  resolve  the  Dispute.  If the  Dispute is
          between the Company and one Member, the other two Members will jointly
          represent the Company.

     (b)  If the committee is unable to resolve the Dispute  within fifteen (15)
          Business  Days of its  initial  meeting,  then any  Member,  by giving
          notice to the other Members,  may request that the Dispute be referred
          for resolution to the Chief Executive  Officers of Cinergy Corp., York
          and United States Filter  Corporation.  The Chief  Executive  Officers
          shall meet within  fifteen (15)  Business  Days  thereafter  and shall
          attempt in good faith to resolve the Dispute.  The parties  agree that
          these dispute  resolution  procedures will toll the applicable statute
          of limitations  during the time period consumed in complying with this
          Section 5.2.

     Section 5.3. Arbitration.

     (a)  In the event the Chief Executive  Officers shall not have resolved any
          Dispute within fifteen (15) Business Days after their initial  meeting
          pursuant  to Section 5.2 above,  any Member may make a written  demand
          that the Dispute be resolved by binding  arbitration (an  "Arbitration
          Demand") in accordance with the Rules for Non-Administered Arbitration
          of Business  Disputes of the Center for Public Resources  ("CPR") then
          in  effect.  In such  event,  the  Dispute  will be  decided by a sole
          arbitrator in accordance with rules set forth in this Section 5.3.

     (b)  Within thirty (30) Business Days after an Arbitration Demand is given,
          the Members shall attempt to select a sole arbitrator  satisfactory to
          such Members. In the event that the Members do not, within such thirty
          (30) day period,  agree on the selection of the sole  arbitrator,  any
          Member may apply to CPR to select the sole  arbitrator.  Selection  of
          such sole arbitrator  shall be made by the CPR within thirty (30) days
          after such application.  Any arbitrator  selected by the Members or by
          CPR shall be disinterested  with respect to any of the parties and the
          matter  and  shall be  reasonably  competent  and  experienced  in the
          applicable subject matter.

     (c)  The sole  arbitrator  selected  pursuant to Section  5.3(b) will set a
          time for the hearing of the Dispute  which will commence no later than
          ninety (90) days after the date of the  appointment  and which hearing
          will be no longer than thirty (30) days (unless in the judgment of the
          arbitrator  the matter is  unusually  complex  and  sophisticated  and
          thereby  requires a longer time,  in which event such hearing shall be
          no  longer  than  ninety  (90)  days).  The  place of any  arbitration
          hereunder will be Chicago,  Illinois,  unless  otherwise agreed by the
          parties.

     (d)  The final award of such  arbitrator will be rendered in writing to the
          parties not later than ninety (90) days after the last  hearing  date,
          unless otherwise agreed by the parties in writing. The decision of the
          arbitrator  will be final and  binding on the  parties,  and  judgment
          thereon  may be had  and  will  be  enforceable  in any  court  having
          jurisdiction over the parties.  Arbitration  awards will bear interest
          at the  Prime  Rate  from  thirty  (30)  days  after  the  date of the
          arbitration  award.  As used in the foregoing  sentence,  "Prime Rate"
          shall mean the prime rate as published in the "Money Rate"  section of
          the Wall Street Journal from time to time.

     (e)  Any party  involved in the  applicable  Dispute  may request  document
          production  from the  other  party  or  parties,  with the  reasonable
          expenses of the producing  party incurred in such  production  paid by
          the requesting party.  Depositions,  interrogatories or other forms of
          discovery shall occur in accordance with the procedures established by
          the Federal Rules of Civil Procedure. Disputes concerning the scope of
          discovery and enforcement of the discovery requests will be determined
          by written agreement of the parties involved in the applicable dispute
          or,  failing such  agreement,  will be referred to the  arbitrator for
          resolution.  The  arbitrator  will adopt  procedures  to  protect  any
          proprietary  rights of the parties and to  maintain  the  confidential
          treatment of the arbitration proceedings (except as may be required by
          law). The arbitrator shall have the power to issue subpoenas to compel
          the production of documents relevant to the Dispute.

     (f)  The arbitrator shall have full power and authority to determine issues
          of  arbitrability  but shall  otherwise be limited to  interpreting or
          construing the  applicable  provisions of this Agreement and will have
          no authority or power to limit, expand, alter, amend, modify,  revoke,
          terminate or suspend any condition or provision of this Agreement;  it
          being  understood,   however,  that  the  arbitrator  will  have  full
          authority to implement the provisions of this Agreement and to fashion
          appropriate  remedies  for  breaches  of  such  provisions  (including
          specific  performance  or interim  or  permanent  injunctive  relief),
          provided  that the  arbitrator  shall  not have (i) any  authority  in
          excess of the authority a court having  jurisdiction  over the parties
          and the Dispute would have absent these arbitration provisions or (ii)
          any  right or power to award  punitive  or treble  damages.  It is the
          intention of the parties  that in rendering a decision the  arbitrator
          give effect to the applicable  provisions of this Agreement and follow
          applicable  law (it being  understood  and agreed  that this  sentence
          shall not give rise to a right of judicial review of the  arbitrator's
          award).

     (g)  Arbitration  costs will be borne equally by each party involved in the
          matter,  except  that  each  party  will  be  responsible  for its own
          attorney's  fees and other costs and expenses,  including the costs of
          witnesses selected by such party.

     (h)  The  interpretation of the provisions of this Section 5.3 only insofar
          as they  relate  to the  agreement  to  arbitrate  and any  procedures
          pursuant thereto,  shall be governed by the United States  Arbitration
          Act, 9 U.S.C.ss.ss.1-14, as amended from time to time.

     (i)  To the extent that the provisions of this Agreement and the prevailing
          rules of the CPR  conflict,  the  provisions of this  Agreement  shall
          control.

     (j)  The parties reserve the right to modify the provisions of this Section
          5.3 by mutual written agreement.

     Section 5.4. Limited Court Actions.

     (a)  Notwithstanding  anything  herein to the contrary,  a party shall have
          the  right  to  initiate   litigation  to  (i)  toll  any  statute  of
          limitations,  or (ii) seek injunctive relief or other equitable remedy
          if, in such party's sole  discretion,  such action is deemed necessary
          to  avoid   irreparable   damage  or  preserve  the  status  quo.  The
          institution of any litigation in accordance with this Section 5.4 does
          not excuse the party's  obligation to participate in good faith in the
          other Dispute procedures in this Article V.

     (b)  ANY LITIGATION  PERMITTED  HEREUNDER SHALL BE BROUGHT IN THE COURTS OF
          THE  UNITED  STATES OF  AMERICA  FOR THE STATE OF  DELAWARE,  AND EACH
          MEMBER AND THE  COMPANY  HEREBY  ACCEPTS  FOR  ITSELF,  GENERALLY  AND
          UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID
          COURTS.  EACH  MEMBER AND THE  COMPANY  HEREBY  IRREVOCABLY  WAIVE ANY
          OBJECTION,  INCLUDING WITHOUT LIMITATION,  ANY OBJECTION TO THE LAYING
          OF VENUE OF ANY SUCH  LITIGATION,  BASED ON THE  GROUNDS  OF FORUM NON
          CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
          ACTION OR PROCEEDING IN SUCH JURISDICTION. EACH MEMBER AND THE COMPANY
          HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
          ANY LITIGATION  PERMITTED  HEREUNDER.  EACH MEMBER WAIVES ALL PUNITIVE
          DAMAGES IN ANY DISPUTE,  CONTROVERSY  OR CLAIM ARISING OUT OF OR UNDER
          THIS AGREEMENT.

                                   ARTICLE VI
      SERVICE ARRANGEMENTS, CAPITAL CONTRIBUTIONS, MATERIAL APPROVALS, ETC.

     Section 6.1. Initial Operations; Service Arrangements.

     The  Members  intend to operate  the  Company  with  appropriate  staff and
committed overhead and for the Company to purchase operational and other support
services,   technical   assistance  and  intellectual   property  rights,  where
available, from the Members and/or their respective Affiliates or third parties,
in each case pursuant to terms  approved by the Members  pursuant to Section 3.3
or the Board of Managers  pursuant to Section  4.4 or 4.5 above,  as  applicable
("Service  Arrangements");  provided  that a Member or Manager shall be excluded
from any vote  relating to the  approval,  enforcement  or  administration  of a
Service  Arrangement  where (i) that Member or its Affiliates is or may become a
party to such  Service  Arrangement  or (ii) that  Manager was  appointed to the
Board of Managers by a party that is or may become, or whose Affiliate is or may
become,  a party to such  Service  Arrangement.  Each  Member and any  Affiliate
thereof  which  provides  services  to  the  Company  pursuant  to  any  Service
Arrangements  shall do so on an arm's  length basis and shall permit the Company
reasonable  access  to its  accounts  and  records  pertaining  to such  Service
Arrangements, including the basis and computation of cost allocations.

     Section 6.2. Budget; Capitalization; Material Approvals.

     (a)  A complete copy of the Company's first and,  thereafter,  every annual
          budget shall be provided to each Member.

     (b)  Cinergy Solutions,  York and Veolia Water each commit to contribute to
          the  Company as their  initial  respective  Capital  Contribution  the
          amounts  set forth  opposite  the name of such  Member on  Schedule 1.
          Cinergy  Solutions,  York and Veolia Water agree to  contribute to the
          Company  46%, 10% and 44%  respectively,  of such  additional  Capital
          Contributions  as  may  be  approved  by  the  Board  of  Managers  in
          accordance  with Section 4.10 as may be required for the Purpose.  All
          capital contributions, when made, shall be in cash, unless the Members
          shall otherwise  mutually  agree.  The Members shall be liable only to
          make their Capital  Contributions  pursuant to this Section 6.2 and no
          Members  shall be required to lend any funds to the Company or to make
          any additional Capital Contributions to the Company.

     (c)  The  capitalization  of the Company shall be subject to the receipt by
          the  Members  of all  requisite  regulatory  approvals  and all  other
          consents,  licenses,  approvals or other authorizations (together with
          such regulatory  approvals,  "Material Approvals") necessary to permit
          the establishment and operation of the Company as contemplated herein,
          including, to the extent applicable,  (i) expiration or termination of
          the waiting period under the Hart-Scott-Rodino  Antitrust Improvements
          Act of 1976, as amended ("HSR Act"), if applicable,  (ii) the approval
          of the  Securities  and Exchange  Commission  ("SEC") under the Public
          Utility  Holding  Company Act of 1935 (the "1935 Act"), if applicable,
          and (iii) any  Material  Approval  of  Michigan  or any  municipality,
          utility commission, regulatory body or governmental or other agency or
          authority thereof.

     (d)  With reference to paragraph (c) above,  Cinergy  Solutions  represents
          and  warrants  that no approval  or other  action of the SEC under the
          1935 Act is required to be obtained by Cinergy Solutions,  the Company
          or any  other  direct or  indirect  subsidiary  of  Cinergy  Corp.  in
          connection  with the  formation  of the Company  and the  transactions
          contemplated by this Agreement or the other agreements relating to the
          System.  With  reference to paragraph (c) above,  York  represents and
          warrants  that no approval  or other  action of the SEC under the 1935
          Act is required to be obtained by it, the Company or any other  direct
          or indirect subsidiary of York in connection with the formation of the
          Company and the  transactions  contemplated  by this Agreement and the
          other agreements relating to the System.

     Section 6.3. Status of Capital Contributions.

     (a)  Except as  otherwise  expressly  provided in  Articles  VII and XI, no
          Member shall have the right to withdraw capital from the Company or to
          receive  any   distribution   or  return  of  such  Member's   Capital
          Contributions.

     (b)  No Member shall receive any  interest,  salary or drawing with respect
          to its Capital  Contributions  or its Capital  Account or otherwise in
          its capacity as a Member, except as otherwise specifically provided in
          this Agreement.

     (c)  No Member shall have  priority  over any other Member either as to the
          return of the amount of its Capital  Contribution to the Company or as
          to any allocation of Net Profit and Net Loss.

     Section 6.4. Capital Accounts.

     (a)  There shall be  established  on the books and records of the Company a
          Capital  Account for each Member.  The initial Capital Account balance
          of each Member shall be the  respective  amounts of each such Member's
          initial Capital Contribution as set forth on Schedule 1.

     (b)  Each Member's Capital Account shall be adjusted by (a) increasing such
          balance by such Member's (i) allocable shares of Net Profit (allocated
          in  accordance  with Article VII) and (ii) Capital  Contributions,  if
          any, and (b) decreasing  such balance by (i) the amount of cash or the
          fair market value of  distributions to such Member pursuant to Article
          VII and (ii) such Member's  allocable  share of Net Loss (allocated in
          accordance  with  Article  VII).  The  provisions  of  this  Agreement
          relating to the maintenance of Capital Accounts are intended to comply
          with Treasury Regulation Section 1.704-1(b),  and shall be interpreted
          and applied in a manner consistent with such Treasury Regulation.

     (c)  Any  Capital  Contributions  made in a form  other  than cash shall be
          valued at the fair market value of such  property as determined by the
          unanimous consent of the Members.

     Section 6.5. Advances.

     If any Member, at its reasonable  discretion upon reasonable advance notice
to the other  Members,  with the prior consent of the Board of Managers and only
to the extent necessary to meet short-term working capital  requirements,  shall
advance  any funds to the Company in excess of its  Capital  Contributions,  the
amount of such advance shall neither increase its Capital Account nor entitle it
to any increase in its share of the distributions of the Company.  The amount of
any such advance  shall be a debt  obligation  of the Company to such Member and
shall be repaid to it by the Company at a reasonable interest rate not to exceed
a market  rate,  as soon as  practicable;  provided,  however,  that  such  debt
obligations at all times shall be subordinate to the Company's obligations under
the Loan Agreement.  Any such advance shall be payable and collectible  only out
of Company  assets,  and the other Members shall not be personally  obligated to
repay any part  thereof.  No Person who makes any loan to the Company shall have
or acquire,  as a result of making such loan, any direct or indirect interest in
the profits, capital or property of the Company, other than as a creditor.

     Section 6.6. Negative Capital Accounts.

     No Member  shall be required  to make up a negative  balance in its Capital
Account.

                                   ARTICLE VII
                   ALLOCATIONS, DISTRIBUTIONS AND WITHHOLDING

     Section 7.1. Allocations of Net Profit and Net Loss.

     (a)  The Net Profit  and Net Loss of the  Company,  including  each item of
          income,  gain, loss and deduction,  and credit shall be allocated with
          respect to each Fiscal Year (or portion  thereof) among the Members in
          accordance with their respective Interest Percentages.

     (b)  Allocations  for tax purposes  shall be made in the same manner as the
          allocations  set forth under  Section  7.1(a);  however the  following
          adjustments shall be made and applied,  to the extent necessary,  in a
          manner consistent with Treasury Regulation Section 1.704-1(b):

          (i)  The allocations of income,  gain, loss and deduction  pursuant to
               Section  7.1(a)  shall be adjusted  to comply with the  qualified
               income  offset   requirements  of  Treasury   Regulation  Section
               1.704-1(b)  and  the   nonrecourse   deduction  or  minimum  gain
               charge-back requirements of Treasury Regulation Section 1.704-2.

          (ii) The Net Losses  allocated  pursuant to Section  7.1(a)  shall not
               exceed the maximum  amount of Net Losses that can be so allocated
               without  causing any Member to have an Adjusted  Capital  Account
               Deficit  at the end of any  fiscal  period.  If some  but not all
               Members  would  have  Adjusted  Capital  Account  Deficits  as  a
               consequence  of an  allocation  of Net  Losses  pursuant  to this
               Section 7.1(b)(ii), then the limitation set forth in this Section
               7.1(b)(ii) shall be applied on a Member-by-Member  basis so as to
               allocate the maximum  permissible Net Losses to each Member under
               Treasury Regulations Section  1.704-1(b)(2)(ii)(d).  With respect
               to each allocation period thereafter, 100% of Net Profit shall be
               allocated  to  the  Members  up  to  the  aggregate  of,  and  in
               proportion to, any Net Losses previously allocated to each Member
               in accordance  with this Section  7.1(b)(ii) in the reverse order
               in which such Net Losses were allocated.

          (iii)Any special  allocations  pursuant to the  preceding  clause (ii)
               required in order to comply with the Treasury  Regulations  shall
               be taken into  account,  to the extent  permitted by the Treasury
               Regulations, in computing subsequent allocations pursuant to this
               Section  7.1(b) so that the net amount of any items so  allocated
               and all other items allocated to each Member shall, to the extent
               possible,  be equal to the amount that would have been  allocated
               to each Member had there been no such special allocation.

     (c)  If there is a change in any  Member's  share of the  distributions  or
          other items of the  Company  during any Fiscal Year as a result of the
          Transfer  (as defined  herein) of an Interest,  allocations  among the
          Members  shall  be made in  accordance  with  their  Interests  in the
          Company from time to time during such Fiscal Year in  accordance  with
          Code  Section  706,  using the  closing-of-the-books  method;  however
          depreciation  shall be deemed to accrue  ratably on a daily basis over
          the entire year during which the  corresponding  asset is owned by the
          Company.

     (d)  If the Internal Revenue Service  successfully asserts an adjustment to
          the taxable income of a Member  attributable to a transaction  between
          the Member and the Company  and, as a result of such  adjustment,  the
          Company is entitled to a deduction  or reduction in income for Federal
          income tax purposes in excess of any gain  recognized  by the Company,
          such  excess  deduction  shall be  allocated  to such  Member  or such
          reduced  income shall be reflected in a reduction in income  allocated
          to such Member. If the Internal Revenue Service  successfully  asserts
          an adjustment to the taxable income of the Company  attributable  to a
          transaction  between  the Member and the  Company  and, as a result of
          such adjustment, any Member is entitled to a deduction or reduction in
          income  for  Federal  income  tax  purposes  in  excess  of  any  gain
          recognized by such Member, the additional Company taxable income shall
          be allocated to such Member.

     Section 7.2. Distributions.

     Distributions  may be made to the Members in accordance with their Interest
Percentages  at such times as determined in the sole  discretion of the Board of
Managers,  or at such other  times as the  Members by  unanimous  consent  shall
determine. To the extent that funds are available for distribution,  the Company
shall  make  quarterly  and  annual  distributions  to the  Members in an amount
necessary to reimburse each Member for the federal and state income tax incurred
by such Member as a result of the  Company's  operations  and the Company  being
treated as a partnership for tax purposes.

     Section 7.3. Limitations on Distribution.

     Notwithstanding  any  provisions  of this Article VII to the  contrary,  no
distribution  shall be made (i) if such distribution  would violate any contract
or agreement to which the Company is then a party or any law then  applicable to
the Company,  including the provisions of Section 18-607 of the Delaware Act, or
(ii) to the  extent  that  the  Board of  Managers  determines  that any  amount
otherwise  distributable  should  be  retained  by the  Company  to  pay,  or to
establish  a reserve  for the payment of, any  liability  or  obligation  of the
Company,  including  obligations  to pay or  withhold  Federal,  state  or local
income,  franchise  or other  taxes or levies,  whether  liquidated,  fixed,  or
contingent.

     Section 7.4. Withholding Taxes.

     The Company is authorized to withhold from  distributions  to a Member,  or
with respect to allocations to a Member, and to pay over to a Federal,  state or
local  government,  any amounts required to be withheld  pursuant to the Code or
any provisions of any other Federal, state or local law. Any amounts so withheld
shall be treated as having been  distributed  to such Member for all purposes of
this  Agreement,  and  shall be  offset  against  the  current  or next  amounts
otherwise distributable to such Member.

                                  ARTICLE VIII
                                   TAX MATTERS

     Section 8.1. Tax Matters.

     Cinergy  Solutions is hereby  designated  as "Tax  Matters  Partner" of the
Company under Section 6231 of the Code and the Treasury Regulations  thereunder.
Notwithstanding  the foregoing  designation,  the Tax Matters  Partner shall not
take any action in its capacity as Tax Matters  Partner in  connection  with any
tax audit, contest or other similar proceeding involving the Company without the
consent or approval of the other Members. The Tax Matters Partner shall keep the
other  Members  fully  apprised  of its  activities  in its  capacity as the Tax
Matters Partner.

     Section 8.2. Taxation as Partnership.

     The Members  intend that the Company shall be treated as a partnership  for
United States  Federal income tax purposes and the Members agree not to take any
action  inconsistent  with the Company's  classification  as a  partnership  for
United States Federal income tax purposes.

     Section 8.3. Tax Elections.

     The  Board of  Managers  may make on  behalf of the  Company  the  election
referred to in Section 754 of the Code.  The Board of Managers  shall  determine
whether to make or revoke  any other  election  (other  than an  election  to be
classified as an association  taxable as a corporation  which shall be made only
with the unanimous  consent of all the Members)  pursuant to the Code.  Upon the
request of the Board of  Managers,  each  Member  shall  supply the  information
necessary to effect such election.

                                   ARTICLE IX
                     BANKING; ACCOUNTING; BOOKS AND RECORDS

     Section 9.1. Banking.

     All funds of the Company may be deposited in such bank,  brokerage or money
market  accounts as shall be established  by the Board of Managers.  Withdrawals
from and checks drawn on any such account  shall be made upon such  signature or
signatures as the Board of Managers may designate.

     Section  9.2.  Maintenance  of Books and Records;  Accounts and  Accounting
Method.

     The Board of Managers  shall keep or cause to be kept at the address of the
Company  (or at such other  place as the  Company  shall  advise the  Members in
writing) full and accurate accounts of the transactions of the Company in proper
books and records of account which shall set forth all  information  required by
the Delaware  Act.  Such books and records  shall be  maintained on the basis of
United States generally accepted accounting  principles.  Such books and records
shall be available, upon two (2) Business Days' notice to the Board of Managers,
for inspection and copying at reasonable times during business hours by a Member
or its duly  authorized  agents or  representatives  for any purpose  reasonably
related  to such  Member's  interest  as a member in the  Company.  The Board of
Managers  shall  arrange  for  the  preparation  (by  a  nationally   recognized
accounting  firm) and timely  filing of all tax returns  required to be filed by
the Company.

     Section 9.3. Financial Statements.

     As soon as available  and in any event within 45 days after the end of each
fiscal quarter, the Company shall have prepared, and delivered to each Member, a
quarterly  set of primary  financial  statements  for the  Company.  This set of
primary financial  statements shall include:  (i) a balance sheet reflecting the
assets,  liabilities  and capital  accounts of the Company,  comparative  to the
prior  year  and  the  prior  year-end;  and  (ii)  quarterly  and  year-to-date
statements of  operations,  comparative to the prior year. The Board of Managers
shall cause the annual financial statements of the Company to be examined by the
Company's  independent  auditor and submitted for adoption at the annual meeting
of Members. Within 120 days after the end of each Fiscal Year, the Company shall
furnish to the  Members  the  Company's  tax  return,  the  Members'  respective
Schedules  K-1, and such other  information  as may be necessary  for Members to
complete their tax returns.

     Section 9.4. Additional Information.

     Upon the request of a Member, the Company shall prepare additional periodic
or special reports of the Company's accounts and/or business activity considered
necessary  by such Member,  including  but not limited to,  detailed  reports of
sales by location,  detailed expense reports,  reports of capital  expenditures,
details of assets and liabilities, and non-financial and ratio data.

     Section 9.5. Minutes of Meetings.

     The  Managers  shall  cause  minutes  of  all  proceedings  and  copies  of
resolutions adopted at meetings of Members or Managers to be duly entered in the
minute books which shall be kept at the  executive  offices of the Company.  Any
such minutes must be signed by either the Chairperson or Vice  Chairperson,  and
one other person (such as the Secretary) who was present at the meeting at which
such  resolutions  were  passed.  Further,  the  Managers  shall cause copies of
written actions taken without a meeting to be duly entered in the minute books.

                                    ARTICLE X
                   LIABILITY, EXCULPATION AND INDEMNIFICATION

     Section 10.1. Liability.

     Except as otherwise  provided by the Delaware  Act, the debts,  obligations
and liabilities of the Company,  whether arising in contract, tort or otherwise,
shall be solely the debts,  obligations  and  liabilities  of the  Company,  and
without  limiting this Article X, no Member or Covered Person shall be obligated
personally  for any such debt,  obligation or liability of the Company solely by
reason of being a Member or Covered Person.

     Section 10.2. Exculpation.

     (a)  Generally.  Except as otherwise provided in this Agreement, no Covered
          Person  shall be liable to the  Company  or any  Member for any act or
          omission taken or suffered by such Covered Person in good faith and in
          the  reasonable  belief  that  such  act or  omission  is in or is not
          contrary to the best  interests of the Company and is within the scope
          of  authority  granted  to such  Covered  Person  by  this  Agreement,
          provided  that such act or omission is not in  material  violation  of
          this  Agreement  and  does not  constitute  Disabling  Conduct  by the
          Covered Person. No Member shall be liable to the Company or any Member
          for any action taken by any other Member.

     (b)  Reliance  Generally.  A Covered  Person  shall incur no  liability  in
          acting upon any signature or writing  reasonably  believed by it to be
          genuine,  and may rely on a certificate signed by an executive officer
          of any  Person in order to  ascertain  any fact with  respect  to such
          Person or within such Person's knowledge and may rely on an opinion of
          counsel selected by such Covered Person with respect to legal matters,
          except to the extent that such  Covered  Person  engaged in  Disabling
          Conduct. Each Member or Covered Person may act directly or through its
          agents or  attorneys.  Each Member or Covered  Person may consult with
          counsel, appraisers,  engineers, accountants and other skilled Persons
          of its choosing,  and shall not be liable for anything done,  suffered
          or omitted in good faith in reasonable reliance upon the advice of any
          of such  Persons,  except to the  extent  that such  Member or Covered
          Person  engaged in Disabling  Conduct or to the extent Section 10.4 or
          Section 10.6 applies.  No Member shall be liable to the Company or any
          Member for any error of judgment  made in good faith by a  responsible
          officer or  officers  of the  Member,  except to the extent  that such
          Member  engaged in Disabling  Conduct or to the extent Section 10.4 or
          Section 10.6  applies.  Except as  otherwise  provided in this Section
          10.2, Section 10.4 or Section 10.6 or to the extent that the Member or
          Covered  Person  engaged in  Disabling  Conduct,  no Member or Covered
          Person shall be liable to the Company or any Member for any mistake of
          fact or judgment  by the Member or Covered  Person in  conducting  the
          affairs of the  Company or  otherwise  acting in respect of and within
          the scope of this  Agreement.  No Member or  Covered  Person  shall be
          liable  for the  return  to any  Member of all or any  portion  of any
          Member's  Capital  Account  or  Capital  Contributions,  except to the
          extent  that such  Member  or  Covered  Person  engaged  in  Disabling
          Conduct.

     (c)  Reliance on this Agreement. To the extent that, at law or in equity, a
          Covered Person has duties (including fiduciary duties) and liabilities
          relating thereto to the Company or to the Members,  any Covered Person
          acting under this  Agreement  or otherwise  shall not be liable to the
          Company or to any Member for its good faith reliance on the provisions
          of this  Agreement.  The provisions of this  Agreement,  to the extent
          that they  restrict  the duties and  liabilities  of a Covered  Person
          otherwise  existing at law or in equity,  are agreed by the Members to
          replace such other duties and liabilities of such Covered Person.

     (d)  Standard of Care.  Whenever in this Agreement a Person is permitted or
          required to make a decision (i) in its "sole and absolute discretion,"
          "sole discretion,"  "discretion" or under a grant of similar authority
          or latitude,  the Person shall be entitled to consider such  interests
          and factors as it desires, including its own interests, and shall have
          no duty or obligation to give any  consideration to any interest of or
          factors  affecting  the  Company or any other  Person,  or (ii) in its
          "good faith" or under another express  standard,  the Person shall act
          under such  express  standard and shall not be subject to any other or
          different standard imposed by this Agreement or other applicable law.

     Section 10.3. Indemnification.


     (a)  Indemnification  Generally.  Except  as  otherwise  provided  in  this
          Agreement,  the Company shall and hereby does,  to the fullest  extent
          permitted by applicable law, indemnify, hold harmless and release each
          Member and  Covered  Person  from and  against  all  claims,  demands,
          liabilities,  costs, expenses, damages, losses, suits, proceedings and
          actions,   whether   juridical,   administrative,   investigative   or
          otherwise,  of  whatever  nature,  known  or  unknown,  liquidated  or
          unliquidated  ("Claims"),  that may  accrue to or be  incurred  by any
          Member or Covered Person, or in which any Member or Covered Person may
          become involved, as a party or otherwise,  or with which any Member or
          Covered  Person may be  threatened,  relating to or arising out of the
          Member's  or  Covered  Person's  status  as such,  including,  but not
          limited to, amounts paid in satisfaction  of judgments,  in compromise
          or as fines or penalties  and counsel  fees and  expenses  incurred in
          connection  with the  preparation for or defense or disposition of any
          investigation,  action,  suit,  arbitration  or  other  proceeding  (a
          "Proceeding"),  whether  civil or  criminal  (all of such  Claims  and
          amounts  covered by this Section 10.3 and all expenses  referred to in
          Section 10.3(c),  are referred to as "Damages"),  except to the extent
          that it shall have been determined  ultimately that such Damages arose
          from  Disabling  Conduct  of such  Member  or  Covered  Person  or the
          indemnification  obligations in Section 10.4 or Section 10.6 apply, or
          that such Member or Covered Person committed a material breach of this
          Agreement.  The termination of any Proceeding by settlement shall not,
          of itself,  create a  presumption  that any  Damages  relating to such
          settlement  arose from a material  violation of this  Agreement by, or
          Disabling Conduct of, any Member or Covered Person.

     (b)  No Direct Member Indemnity.  Members shall not be required directly to
          indemnify any Covered Person.

     (c)  Expenses,  etc.  Expenses  incurred  by a Member or Covered  Person in
          defense or  settlement  of any Claim that may be subject to a right of
          indemnification  hereunder may be advanced by the Company prior to the
          final  disposition  thereof  upon receipt of an  undertaking  by or on
          behalf of the  Member or  Covered  Person to repay  such  amount if it
          shall be determined  ultimately  that the Member or Covered  Person is
          not entitled to be indemnified  hereunder.  The right of any Member or
          Covered  Person  to  the  indemnification  provided  herein  shall  be
          cumulative  with, and in addition to, any and all rights to which such
          Member or Covered Person may otherwise be entitled by contract or as a
          matter of law or equity and shall  extend to the  successors,  assigns
          and legal representatives of such Member or Covered Person.

     (d)  Notices of Claims,  etc. Promptly after receipt by a Member or Covered
          Person of notice of the commencement of any Proceeding, such Member or
          Covered  Person  shall,  if a claim  for  indemnification  in  respect
          thereof is to be made against the Company,  give written notice to the
          Company of the  commencement  of such  Proceeding,  provided  that the
          failure  of any Member or Covered  Person to give  notice as  provided
          herein  shall not relieve the  Company of its  obligations  under this
          Section  10.3  except  to the  extent  that the  Company  is  actually
          prejudiced by such failure to give notice. In case any such Proceeding
          is brought against a Member or Covered Person (other than a derivative
          suit in  right  of the  Company),  the  Company  will be  entitled  to
          participate  in and to assume the  defense  thereof to the extent that
          the Board of Managers may wish, with counsel  reasonably  satisfactory
          to such  Member or  Covered  Person.  After  notice  from the Board of
          Managers to such Member or Covered Person of the Company's election to
          assume  the  defense  thereof,  the  Company  will not be  liable  for
          expenses  subsequently  incurred by such  Member or Covered  Person in
          connection with the defense  thereof.  The Company will not consent to
          entry of any  judgment  or enter  into any  settlement  that  does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff  to such  Member or  Covered  Person  of a release  from all
          liability in respect to such Claim.

     (e)  No Waiver.  Nothing  contained in this Section 10.3 shall constitute a
          waiver by any Member of any right that it may have  against  any party
          under United States Federal or state securities laws.

     (f)  Authorization.  Any indemnification under Section 10.3, as well as the
          advance payment of expenses  permitted under Section  10.3(c),  unless
          ordered by a court, must be made by this Company only as authorized in
          the specific case upon a  determination  that  indemnification  of the
          Member or Covered  Person is proper  under  those  circumstances.  The
          determination must be made:

               (1)  by the Board of  Managers  by a  unanimous  vote of a quorum
                    consisting  of  Managers  who were not parties to the act or
                    Proceeding;

               (2)  if a unanimous vote of a quorum consisting of those Managers
                    who were not parties to the act or Proceeding so orders,  by
                    independent legal counsel in a written opinion; or

               (3)  if a quorum  consisting  of Managers who were not parties to
                    the act or  Proceeding  cannot be obtained,  by  independent
                    legal counsel in a written opinion.

     Section 10.4 Indemnification by Members.

     (a)  Notwithstanding  anything  herein to the  contrary  and  except as set
          forth in and subject to the limitations of any other written agreement
          between any Member and the  Company,  each  Member (the  "Indemnifying
          Party")  shall  indemnify,  defend and hold harmless the other Members
          and their respective officers,  directors,  employees,  agents, parent
          companies, subsidiaries and Affiliates (including, without limitation,
          the Company) (each being an "Indemnified  Party") from and against any
          Losses (as  defined  and limited  below)  incurred by the  Indemnified
          Party resulting from or relating to:

          (i)  any willful  misconduct by the  Indemnifying  Party or any of its
               Affiliates (or by any contractor,  subcontractor, vendor or agent
               of the Indemnifying Party or any of its Affiliates);

          (ii) any negligence by the Indemnifying Party or any of its Affiliates
               (or by any  contractor,  subcontractor,  vendor  or  agent of the
               Indemnifying  Party  or  any of its  Affiliates)  in the  design,
               construction,  ownership, operation or maintenance of the System,
               or any other services to be performed under or in connection with
               the Utility Services Agreement; and

          (iii)any  act or  omission  by the  Indemnifying  Party  or any of its
               Affiliates (or by any contractor,  subcontractor, vendor or agent
               of the Indemnifying Party or any of its Affiliates) to the extent
               that  such act or  omission  causes  the  Company  (or any  other
               Indemnified Party) to violate the Utility Services Agreement, the
               Senior Debt,  or any other  contract,  agreement or instrument by
               which the Company or its property is bound.

     "Losses" subject of the foregoing indemnity shall mean all losses, damages,
liquidated damages (including,  without limitation, those arising as a result of
the  failure  to  meet  a  performance  guaranty),  claims,  causes  of  action,
liabilities,  fines, penalties,  expenses,  costs and fees and shall (i) include
payments  under  guarantees,  contributions  required  to be made to the Company
under this Agreement and indemnity payments due to GM and (ii) exclude punitive,
indirect,  special,  incidental or consequential  damages (other than any of the
foregoing required to be paid by the Indemnified Party to a Person  unaffiliated
with the Indemnified Party).

     The  following   provisions  and  limitations  shall  apply  to  the  above
indemnity.  Each Member's  respective  indemnity  obligations under this Section
10.4(a)(ii)  and (iii) above shall be capped and  limited  with  respect to each
Member,  from time to time and respectively,  at an amount equal to the Interest
Percentages  in the Company held by it at that time  multiplied  by the Contract
Project Fee, as defined in the Utility Services  Agreement.  Any indemnification
liability  under this  Section  10.4(a)(ii)  and (iii) in excess of such amounts
shall be borne by the  Members  pro rata in  accordance  with  their  respective
Interest  Percentages  in the Company.  All claims for  indemnity by the Company
against a Member may be asserted  on behalf of the  Company by any other  Member
without approval of the Board of Managers.  The preceding  indemnity shall apply
regardless  of whether  the  Indemnifying  Party is acting in its  capacity as a
Member or as an independent contractor of the Company.

     (b)  As soon as is reasonably  practicable  after becoming aware of a claim
          for indemnification under this Agreement,  the Indemnified Party shall
          promptly give written notice to the Indemnifying  Party of such claim.
          To the extent reasonably possible,  such written notice shall describe
          the  Loss  and  the  amount   thereof,   if  known,   with  reasonable
          particularity.  The  failure of the  Indemnified  Party to give notice
          shall not relieve the Indemnifying Party of its obligations under this
          Section  10.4 except to the extent that the  Indemnifying  Party shall
          have been prejudiced thereby.

     (c)  If any claim for indemnification  hereunder is due to the assertion of
          a claim, action or proceeding by any Person other than a Member or its
          Affiliates (a "Third Party Claim"),  the Indemnifying Party shall have
          the right to  participate in and, by giving written notice (a "Defense
          Notice") to the  Indemnified  Party  within 30 days after  delivery of
          written notice of the Third Party Claim, to assume the defense of such
          Third Party  Claim at its sole  expense  and with  counsel  reasonably
          satisfactory to the Indemnifying Party and the Indemnified Party. From
          and  after  delivery  of a  Defense  Notice  in  accordance  with  the
          foregoing,  the Indemnifying Party shall not, so long as it diligently
          conducts such defense, be liable to the Indemnified Party for any fees
          of other counsel or any other  expenses with respect to the defense of
          such Third  Party  Claim,  in each case  subsequently  incurred by the
          Indemnified  Party in  connection  with  defense of such  Third  Party
          Claim. If the Indemnifying  Party assumes the defense of a Third Party
          Claim,  no  compromise  or settlement of such Third Party Claim may be
          effected by the  Indemnifying  Party without the  Indemnified  Party's
          consent  unless (i) there is no finding  or  admission  therein of any
          liability  on the  part of the  Indemnified  Party,  and (ii) the sole
          relief  provided  under such  compromise  or  settlement  is  monetary
          damages  that  are  paid  in full by the  Indemnifying  Party.  If the
          Indemnified  Party provides  notice of a Third Party Claim pursuant to
          paragraph (b) of this Section 10.4,  but the  Indemnifying  Party does
          not provide a Defense Notice in accordance  with this  paragraph,  the
          Indemnifying  Party shall be bound by, and the Indemnified Party shall
          have no  obligation  to obtain any consent of the  Indemnifying  Party
          with  respect  to,  (i)  any  determination  made  in  the  action  or
          proceeding  with  respect  to such  Third  Party  Claim  or  (ii)  any
          compromise  or  settlement  effected  by the  Indemnified  Party  with
          respect to such Third Party Claim.

     (d)  An Indemnifying Party shall have no obligation to pay  indemnification
          for any Loss to the extent  that  recovery  for such Loss is  actually
          paid to the  Indemnified  Party  under any  policy of  insurance.  The
          Indemnified  Party shall use all  commercially  reasonable  efforts to
          make claims under applicable  insurance  policies with respect to such
          Losses.  To the extent that an Indemnified  Party is subsequently paid
          by an insurance company for any Loss with respect to which payment was
          previously   received  by  the  Indemnified   Party   hereunder,   the
          Indemnified  Party  shall  promptly,  upon  receipt  of the  insurance
          proceeds, reimburse the Indemnifying Party from the insurance proceeds
          in an amount  up to the  Indemnifying  Party's  prior  payment  to the
          Indemnified  Party with respect to such Loss. The Members shall obtain
          waivers of subrogation from their respective  insurance  carriers with
          respect to indemnified Losses covered by insurance.

     Section 10.5. Indemnification by the Company.

     The Company shall  indemnify,  defend and hold harmless each of the Members
and their  respective  officers,  directors,  employees,  agents and  Affiliates
(other  than the  Company)  (each being a "Member  Party")  from and against any
losses,  damages,  claims,  causes of  action,  liabilities,  fines,  penalties,
expenses,  costs and fees to the extent incurred by a Member Party in connection
with  matters  where the  Company is  indemnified  by third  parties,  including
without  limitation  those matters as to which GM indemnifies  the Company under
the Utility  Services  Agreement.  The foregoing  indemnification  obligation is
subject to the  condition  that the Member  Party has acted with  respect to the
indemnified  matter  within  the  scope of its  authority,  responsibilities  or
obligations under this Agreement or any Service  Arrangement,  including without
limitation any contract or  subcontract to provide goods and/or  services to the
Company.

     Section 10.6. Special Indemnification of York and Its Affiliates.

     (a)  For purposes of this Section 10.6, the term "Project Activities" means
          the design, engineering, construction, planning, preparation, studies,
          procurement, pricing, funding, specifications,  testing, change orders
          or analysis  of the GM Delta  Township II Project or the System or any
          related matter.  Except as provided below, all Project  Activities (i)
          constituting  Company Approved  Activities (as defined below) and (ii)
          undertaken or performed  after May 26, 2004 (the  "Involvement  Date")
          are  referred  to in  this  Section  10.6 as the  "Subsequent  Project
          Activities,"  and all other Project  Activities are referred to herein
          as the "Prior Project  Activities." Cinergy Solutions and Veolia Water
          hereby agree for the benefit of York not to take or suffer to be taken
          any material  aspect of a Project  Activity  without  presenting  such
          matter  to the  three  representatives  appointed  by  the  respective
          Members pursuant to subcontracts to be entered into for the purpose of
          reviewing  design and construction of the GM Delta Township II Project
          and the System (the "Review Body") for review and  consideration,  and
          no such matter not so presented to the Review Body shall be considered
          a Subsequent Project Activity.

     (b)  For purposes hereof, the term "Company Approved Activity" shall mean a
          Project Activity which is (i) an immaterial matter approved by Cinergy
          Solutions or Veolia Water after the  Involvement  Date,  (ii) actually
          reviewed  and  considered  by all three  members of the  Review  Body,
          provided  that  the York  representative  on the  Review  Body has not
          objected to the Project Activity and requested review by the Company's
          Board of Managers as provided in (c) below or (iii) actually reviewed,
          considered  and approved by the Board of Managers of the Company after
          the  Involvement  Date,  such  approval to be by majority  vote of the
          Managers except in the case of a Project  Activity  involving a matter
          on Exhibit A hereto for which  York has or shares  responsibility,  in
          which  event the Board of  Managers  vote must be  unanimous  and must
          include the York Manager.

     (c)  In the event that the York  representative  on the Review Body objects
          to any matter and requests  review by the Company's Board of Managers,
          such matter shall be deemed to be a Prior Project  Activity unless the
          Board of Managers of the Company  subsequently  (i) actually  reviews,
          considers and approves the matter as provided in clause (b)(iii) above
          and (ii) the matter is undertaken or performed  after the  Involvement
          Date.

     (d)  In respect  of any  matter  involving  Project  Activities  which have
          aspects or  elements  relating to both the period of time prior to the
          Involvement Date and the period of time after the Involvement Date, in
          determining  whether or not a Project Activity is a Subsequent Project
          Activity or a Prior Project  Activity,  the following  principles,  as
          well as all other relevant considerations, shall be applied:

          (i)  The  consideration  and  approval  by  the  Review  Body  or  the
               Company's  Board of Managers of a  document,  agreement  or other
               materials after the Involvement Date does not by itself cause all
               matters covered by the document,  agreement or other materials to
               become Subsequent Project Activities.

          (ii) The review,  consideration and approval by the Review Body or the
               Company's Board of Managers of any construction contract or other
               contract  for the GM Delta  Township  II Project or the System or
               any aspect of them after the  Involvement  Date  causes a Project
               Activity  relating  thereto to be a Subsequent  Project  Activity
               only to the extent any issue or  consequence  in question was not
               primarily  caused  by  other  Project  Activities  which  are not
               themselves Subsequent Project Activities.

          (iii)A Project Activity may be deemed a Subsequent  Project Activities
               only to the extent the aspects or elements relating to the period
               of time after the Involvement Date were, in relation to the other
               aspects or  elements  of the Project  Activities,  a  significant
               factor in causing the Project Activity Loss in question.

          (iv) The following is an example provided for interpretive guidance as
               to  how  the  Members   intend  the   definitions  of  the  terms
               "Subsequent  Project Activity" and "Prior Project Activity" to be
               implemented:  If it  is  supposed  that  (A)  preliminary  design
               drawings for the System  prepared prior to the  Involvement  Date
               specify  the use of a water tank of a certain  capacity,  (B) the
               final design plans  constitute a Company Approved  Activity,  (C)
               such  final  design  plans  specify  a  water  tank  of a  lesser
               capacity,  and (D) there is a failure  of the  System  due to the
               inadequate capacity of that water tank, then the specification of
               the water tank  capacity  in the final  design  drawing  would be
               deemed a Subsequent  Project Activity.  On the other hand, on the
               same supposed  circumstances  except that it is supposed that the
               water tank capacity  specified in the preliminary design drawings
               was inadequate, then the specification of the water tank capacity
               in the  final  design  drawing  would be  deemed a Prior  Project
               Activity.

     (e)  Notwithstanding  any  other  provisions  of  this  Agreement,  Cinergy
          Solutions and Veolia Water hereby agree to indemnify,  defend and hold
          harmless York and all of its  Affiliates  and all of their  respective
          directors,  officers,  employees,  representatives and agents from and
          against any and all Project  Activity Losses (as defined below) to the
          extent caused by:

          (i)  the Prior Project Activities;

          (ii) any failure of the GM Delta Township II Project and the System to
               become fully  operational in accordance  with Utilities  Services
               Agreement as a result of Prior Project Activities; or

          (iii)any  failure of the GM Delta  Township  II Project and the System
               to become fully  operational  in  accordance  with the  Utilities
               Services  Agreement  without the necessity of the  expenditure of
               funds in excess of the Contract  Project Fee as a result of Prior
               Project Activities.

Where Project  Activity  Losses are caused by both Prior Project  Activities and
Subsequent Project Activities, York shall be indemnified against that portion of
such losses that is  attributable  to Prior Project  Activities on a comparative
allocation basis.

     (f)  For purposes of this Section 10.6, the term "Project  Activity Losses"
          shall mean all losses, damages, liquidated damages (including, without
          limitation,  those  arising  as a  result  of the  failure  to  meet a
          performance guaranty),  claims, causes of action, liabilities,  fines,
          penalties,  expenses, costs (including,  without limitation,  payments
          under  guarantees,  contributions  required  to be made to the Company
          under  this  Agreement  and  indemnity  payments  to GM but  excluding
          punitive,  indirect,  special,  incidental or  consequential  damages,
          other  than  any of the  foregoing  required  to be paid  to a  Person
          unaffiliated with York) and fees.

                                   ARTICLE XI
                              TRANSFER OF INTERESTS

     Section 11.1. Personal Property; Consent for Transfers.

     (a)  Restrictions on Transfer.  A Member shall not transfer,  sell, assign,
          convey,  exchange,  pledge,  encumber or otherwise dispose of (each, a
          "Transfer") any of its Interest unless: (i) the contemplated  Transfer
          will not adversely affect the regulatory  status of the Company or the
          GM Delta Township II Project;  (ii) all requisite regulatory approvals
          have been duly  obtained  and are in full force and effect;  (iii) the
          contemplated Transfer will not result in adverse tax treatment for the
          Company, the GM Delta Township II Project or any of the Members;  (iv)
          the  non-transferring  Members  have  consented  in  writing  to  such
          transfer  (after  being  informed  of the  identity  of  the  proposed
          transferee),  which  consent  may be withheld  in such  Member's  sole
          discretion; and (v) until the termination or expiration of the Utility
          Services Agreement, the proposed transferee shall have delivered to GM
          a Parental  Guarantee  substantially in the form of Schedule 19 to the
          Utility Services Agreement.

     (b)  No admission (or purported admission) of a Member, and no Transfer (or
          purported  Transfer) of all or any part of a Member's Interest (or any
          economic interest  therein),  whether to another Member or to a Person
          who is not a Member,  shall be  effective,  and any such  admission or
          Transfer (or purported  admission or Transfer) shall be void ab initio
          and no Person shall otherwise  become a Member if after such admission
          or Transfer (or  purported  admission or Transfer)  the Company  would
          have more than 100 Members.  For purposes of  determining  whether the
          Company will have more than 100 Members, each Person indirectly owning
          an Interest  through a partnership  (including any entity treated as a
          partnership for Federal income tax purposes),  a grantor trust or an S
          corporation  (each such  entity,  a  "flow-through  entity")  shall be
          treated as a Member  unless the Board of  Managers  determines  in its
          sole  discretion,  after  consulting with qualified tax counsel,  that
          less than  substantially  all of the value of the  beneficial  owner's
          interest  in  the   flow-through   entity  is   attributable   to  the
          flow-through entity's Interest (direct or indirect) in the Company.

     (c)  Any Transfer  inconsistent  with the terms and  provisions of Sections
          11.1(a) and (b) shall be null and void and of no effect.

     Section 11.2. Issue and Replacement of Certificates.

     Upon the request of any Member, an Interest  certificate shall be delivered
to such Member for the Interest held by it. Every certificate shall be signed by
one Cinergy Solutions Manager, the York Manager and one Veolia Water Manager. In
the  case of loss,  mutilation,  or  destruction  of a share  certificate  a new
certificate  may be  issued  upon  such  terms  as the  Board  of  Managers  may
prescribe.

     Section 11.3. Interest Certificate Legend.

     All certificates representing Interests shall bear the following legend (in
addition to any other legend required by applicable law):

     "These interests have not been registered under the Securities Act of 1933,
as amended,  or any state securities laws and may not be sold, offered for sale,
pledged,  assigned,  hypothecated  or otherwise  transferred in violation of any
applicable  securities  law.  These  interests  are  subject  to the  terms  and
conditions,  including restrictions on transfers, pledges or other dispositions,
of a Limited Liability Company Agreement, dated as of March 29, 2004, as amended
from  time to time,  copies  of which  are on file  with  the  Secretary  of the
Company."

                                   ARTICLE XII
                   DISSOLUTION AND TERMINATION OF THE COMPANY

     Section 12.1. Dissolution.

     Subject to Article XIV, the Company  shall  dissolve upon and in accordance
with the mutual  agreement of the Members,  and only in compliance  with Section
2.2 and the other provisions of this Agreement.

     Section 12.2. Liquidation.

     Upon  dissolution  of the  Company,  the Person or Persons  approved by the
Board of  Managers  shall  carry  out the  winding  up of the  Company  (in such
capacity,  the  "Liquidating  Trustee")  and  shall  proceed,   subject  to  the
provisions  herein,  to  liquidate  the Company  and apply the  proceeds of such
liquidation,  or in its sole  discretion to distribute  Company  assets,  in the
following order of priority:

          First,  to creditors in  satisfaction  of debts and liabilities of the
     Company,  including without limitation, the Company's obligations under the
     Loan  Agreement,  whether by payment or the making of reasonable  provision
     for payment  (other  than any loans or advances  that may have been made by
     any of the  Members  to the  Company),  and the  expenses  of  liquidation,
     whether by payment or the making of reasonable provisions for payments, any
     such reasonable reserves (which may be funded by a liquidating trust) to be
     established  by the  Liquidating  Trustee,  as the case may be, in  amounts
     deemed by it to be  reasonably  necessary  for the payment of the Company's
     expenses, liabilities and other obligations (whether fixed or contingent);

          Second,  to the Members in  satisfaction of any loans or advances that
     may have been made by any of the Members to the Company  whether by payment
     or the making of reasonable provision for payment; and

          Third,  to the  Members in  proportion  to, and to the extent of, each
     Member's  Capital  Account,  as such  Capital  Account  has  been  adjusted
     pursuant to Article VI.

     Section 12.3. Time for Liquidation, etc.

     (a)  A reasonable  time period shall be allowed for the orderly  winding up
          and  liquidation  of the assets of the  Company and the  discharge  of
          liabilities to creditors as to enable the Liquidating  Trustee to seek
          to minimize potential losses upon such liquidation.  The provisions of
          this Agreement shall remain in full force and effect during the period
          of winding up and until the filing of a certificate of cancellation of
          the Company with the Secretary of State of the State of Delaware.

     (b)  Upon  completion  of the  foregoing,  the  Liquidating  Trustee  shall
          execute,   acknowledge   and  cause  to  be  filed  a  certificate  of
          cancellation  of the Company with the  Secretary of State of the State
          of Delaware.

     Section 12.4. Claims of the Members.

     The  Members  and any former  Members  shall look  solely to the  Company's
assets for the return of their Capital  Contributions,  and if the assets of the
Company  remaining after payment of or due provisions of all debts,  liabilities
and  obligations  of  the  Company  are  insufficient  to  return  such  Capital
Contributions, the Members and former Members shall have no recourse against any
Member, any Manager or their Affiliates.

                                  ARTICLE XIII
                               INDEPENDENT MANAGER

     Section  13.1 Until all amounts due Lender  under the Loan  Documents  been
paid or  otherwise  satisfied  in full and no amounts are owed by the Company to
the  Lender  under any Loan  Document,  and for a period of 91 days  thereafter,
except in the case of a temporary  vacancy,  which shall promptly be filled, the
Members and Managers of the Company shall cause the Company at all times to have
an Independent Manager.

     Section 13.2 Except as provided in Section 13.6,  the  Independent  Manager
shall not be deemed to be a member of the Company, shall have no interest in the
profits,  losses and  capital of the  Company and shall have no right to receive
any  distributions  of Company's  assets.  The Independent  Manager shall not be
required  to make any  capital  contributions  to the  Company  and,  except  as
provided in Section 13.6 hereof,  shall not receive a limited  liability company
interest  in  the  Company.  The  Independent  Manager,  in its  capacity  as an
independent  manager,  may not bind the Company.  Except as set forth in Section
14.1(c), the Independent Manager, in its capacity as independent manager,  shall
have no right to vote on,  approve  or  otherwise  consent  to any action by, or
matter  relating to, the Company.  The rights and obligations of the Independent
Manager  under the Agreement  shall belong solely to and be exercised  solely by
the Independent Manager.

     Section 13.3 The initial Independent Manager shall execute a counterpart of
this Agreement.  Notwithstanding  anything to the contrary  provided herein,  no
Independent  Manager  may  resign,  be  removed  as the  Independent  Manager or
transfer or delegate its rights or obligations  as an  Independent  Manager with
respect to the Company  unless,  and no appointment  of a successor  Independent
Manager shall be effective until, (i) a successor  Independent  Manager has been
appointed  by the  Members,  and (ii) such  successor  has  accepted  his or her
appointment  as the  Independent  Manager by  executing  a  counterpart  of this
Agreement.  Notwithstanding  anything to the contrary herein, if the Independent
Manager  resigns,  ceases to be qualified  as an  Independent  Manager,  or such
position is otherwise  vacant,  no action  requiring the affirmative vote of the
Independent Manager shall be taken until a successor Independent Manager is duly
appointed as provided in this Section 13.3.

     Section  13.4 The  Independent  Manager  shall  not at any time  serve as a
trustee in bankruptcy for any Affiliate of the Company.

     Section 13.5 Except as otherwise  expressly  provided by the Delaware  Act,
the debts,  obligations  and  liabilities  of the  Company,  whether  arising in
contract,  tort or otherwise,  shall be the debts,  obligations  and liabilities
solely of the  Company,  and the  Independent  Manager  shall  not be  obligated
personally  for any such debt,  obligation or liability of the Company solely by
reason of being an Independent  Manager of the Company.  The Independent Manager
shall not be liable,  responsible  or accountable in damages or otherwise to the
Company  or any  Member of the  Company  for any act or  omission  performed  or
omitted by such  Independent  Manager in good faith on behalf of the Company and
in a manner  reasonably  believed by such  Independent  Manager to be within the
scope of the authority granted to such Independent Manager by this Agreement and
in the best interests of the Company,  except for acts or omissions amounting to
fraud, willful misconduct or gross negligence. For purposes of this section, any
action or omission taken on advice of qualified legal counsel for the Company or
Independent  Manager shall be deemed to have been taken in good faith. Except as
may be otherwise  provided by the Delaware Act, no suit or other action  brought
by any Member of the Company  against the  Independent  Manager  shall cause the
termination or dissolution of the Company.

     Section 13.6 Upon the occurrence of any event that causes any Member of the
Company  to cease to be a Member of the  Company,  unless  there is at least one
other Member of the Company at that time, the Independent Manager shall, without
any action of any Person and  simultaneously  with the last remaining  Member of
the Company ceasing to be a Member of the Company,  automatically be admitted to
the Company as a special  member (the "Special  Member") and shall  continue the
Company  without  dissolution.  The Special Member may not resign as a Member of
the Company or transfer his or her rights as Special  Member  unless a successor
Special  Member  (i) has been  admitted  to the  Company  as  Special  Member by
executing a  counterpart  to this  Agreement  and (ii) has  accepted  his or her
appointment as the Independent Manager pursuant to the terms hereof. The Special
Member  shall  automatically  cease to be a Member of the  Company  (but not the
Independent  Manager of the  Company)  upon the  admission  to the  Company of a
substitute  Member,  appointed  by the  Independent  Manager or its  agent.  The
Special Member shall have no interest in the profits,  losses and capital of the
Company and no right to receive any  distributions  of Company assets,  provided
that,  if the  Special  Member is the sole  Member of the  Company,  the Special
Member in its  capacity as the sole Member of the Company  shall hold all of the
limited liability interests in the Company,  including,  without limitation, the
interests  in the  profits and losses of the  Company,  and shall be entitled to
exercise  all of the rights and shall  have all of the  obligations  of a Member
hereunder.

                                   ARTICLE XIV
                              SINGLE PURPOSE ENTITY

     Section 14.1. Single Purpose Entity

     Notwithstanding  anything  to the  contrary in this  Agreement  or the Loan
Documents,  until  the  later of the date  that the loan  evidenced  by the Loan
Documents is no longer  outstanding or the date that no non-contingent  monetary
obligations  remain  outstanding under the Loan Documents,  and, in either case,
for a period of 91 days thereafter, except with the prior written consent of the
Lender:

     (a)  the Members and  Managers  shall cause the Company to, and the Company
          shall:

          (i)  do or cause to be done all things  necessary to preserve and keep
               in full force and  effect  its  existence,  rights  (charter  and
               statutory)   and   franchises,   and  obtain  and   preserve  its
               qualification  to do business in each  jurisdiction in which such
               qualification  is or shall be  necessary  to protect the validity
               and enforceability of this Agreement and the Loan Documents,  and
               observe all applicable procedures and provisions required by this
               Agreement and the laws of the State of Delaware;

          (ii) not  amend,  alter,  change  or  repeal  (A) its  Certificate  of
               Formation,   (1)  the  definitions  of  "Affiliate,"   "Control,"
               "Delaware   Act,"   "Independent    Manager,"   "Lender,"   "Loan
               Agreement," "Loan Documents," "Member," (except to amend Schedule
               1 attached  hereto in connection with the  resignation,  removal,
               withdrawal  or  admission  of a Member  in  accordance  with this
               Agreement)  "Manager," "Person" or "Purpose" in this Agreement or
               (B) Article II, Section 11.1,  Article XII, Article XIII, Article
               XIV or Section 16.1 of this Agreement;

          (iii)maintain  its own  records,  accounts,  books of account and bank
               accounts  separate from those of any other Person,  not commingle
               its records,  accounts,  books of account and bank  accounts with
               the organizational or other records,  accounts,  books of account
               or bank  accounts  of any other  Person and cause  such  records,
               accounts,  books of account  and bank  accounts  to  reflect  the
               separate existence of the Company;

          (iv) act  solely  in its own name  and  through  its  duly  authorized
               Members,  Managers,  officers  or  agents in the  conduct  of its
               business,  prepare  all of its  correspondence  in the  Company's
               name, hold itself out as a separate entity from any other Person,
               conduct  its  business  so as not  to  mislead  others  as to the
               identity of the entity with which they are concerned, correct any
               known misunderstanding  regarding its separate identity,  refrain
               from engaging in any activity that compromises the separate legal
               identity  of  the   Company,   and   strictly   comply  with  all
               organizational and statutory formalities to maintain its separate
               existence;

          (v)  take such actions as may be  necessary  to authorize  each of the
               Company's actions as may be required by law;

          (vi) file  its  own tax  returns,  if any,  as may be  required  under
               applicable law;

          (vii)not  commingle  its assets  with  assets of any other  Person and
               maintain  its assets as  identifiable  assets held in the name of
               the Company;

          (viii) maintain financial  statements  separate from any other Person.
               The annual financial statements of the Company shall disclose the
               effects of its transactions in accordance with generally accepted
               accounting principles;

          (ix) cause (A) the consolidated or combined financial  statements,  if
               any, which  consolidate or combine the assets and earnings of any
               Member  with those of the  Company to contain a footnote  stating
               that  the  assets  of  the  Company  shall  not be  available  to
               creditors  of the Member or any  Affiliate of the Company and (B)
               the financial statements (if any) of the Company to disclose that
               the assets of the Company are not  available to pay  creditors of
               any of its Affiliates or any Member or any of its Affiliates;

          (x)  be directly  responsible  for the costs of its own outside legal,
               auditing   and  other   similar   services  and  pay  its  taxes,
               liabilities and operating  expenses only out of its funds and not
               pay from its assets any  obligations or indebtedness of any other
               Person;

          (xi) maintain an arm's length  relationship with its Affiliates,  each
               Member,   each  Manager,   the  Independent   Manager  and  their
               respective  Affiliates;  not enter into any contract or agreement
               with  any its  Affiliates,  any  Member,  any  Manager  or  their
               respective  Affiliates  except  on terms  that are  intrinsically
               fair, commercially reasonable,  and on an arm's-length basis, and
               transact  all business  with its  Affiliates,  each Member,  each
               Manager and their Affiliates  pursuant to enforceable  agreements
               with material terms established at the inception that will not be
               amendable  except  with  consent  of each of the  parties to such
               agreement;

          (xii)to the extent that the Company  leases  premises from any Member,
               Manger   or  their   Affiliates,   pay   appropriate   reasonable
               compensation or rental;

          (xiii) pay the salaries of its own  employees,  if any, and maintain a
               sufficient  number  of  employees  in light  of its  contemplated
               business operations;

          (xiv)not be,  become or hold itself out as being  liable for the debts
               of any other Person, or hold out its credit as being available to
               satisfy the obligation of any other Person;

          (xv) not act as the  agent of any  Member,  Manager,  the  Independent
               Manager or their respective Affiliates;

          (xvi)not authorize any Member,  Manager,  the Independent Manager, any
               managers  or   officers  of  the  Company  or  their   respective
               Affiliates  to  act as the  agent  for  the  Company,  except  as
               specifically permitted by this Agreement;

          (xvii) allocate  fairly and reasonably  with any other Person expenses
               that are shared with such Person including,  without  limitation,
               any  overhead,  rent,  or other  compensation  paid for shared or
               leased office space;

          (xviii) pay independent  contractors  performing services or incurring
               expenses  in  connection  with  such  services  for  the  Company
               compensation for such services  rendered or expenses  incurred in
               an amount equal to the fair value of such services and expenses;

          (xix)not enter  into  leases for office  space,  except as  reasonably
               appropriate  to  maintain a  principal  place of  business or the
               conduct of its operations;

          (xx) use  stationery,  invoices  and  checks  separate  from any other
               Person;

          (xxi)not  pledge  any  property  or assets of the  Company  (except as
               permitted by the Loan  Documents with respect to Persons that are
               not Affiliates of the Company), lend or advance any moneys (other
               than trade  receivables in connection with the ordinary course of
               the  Company's  business),  guarantee  (directly or  indirectly),
               endorse (other than the endorsement of negotiable instruments for
               collection  or deposit in the  ordinary  course of  business)  or
               otherwise become contingently liable (directly or indirectly) for
               the  obligations  of, or  acquire  or assume  any  obligation  or
               liability of, any other Person;

          (xxii) except for temporary  investments of cash flow from  operations
               in one or more  Persons that are not  Affiliates  of the Company,
               not  make an  investment  in or for  the  benefit  of,  or own or
               purchase any stock,  obligations  or  securities  of or any other
               interest  in,  or make any  capital  contribution  to,  any other
               Person;

          (xxiii) except  for its  obligations  under the Loan  Documents,  debt
               expressly  permitted  pursuant  to  Section  7.01(t)  of the Loan
               Agreement,  trade payables incurred in the ordinary course of its
               business which are customarily expected to be paid within 60 days
               after the due date thereof and real estate  taxes,  not incur any
               debt,  secured or  unsecured,  direct or  contingent  (including,
               without limitation, guaranteeing any obligation);

          (xxiv) maintain  adequate  capital out of cash flow from operations to
               the  extent  reasonably   possible  for  the  normal  obligations
               reasonably  foreseeable  in a business of the Company's  size and
               character and in light of its proposed  business  operations  and
               liabilities  (provided,  that this  clause  shall not be deemed a
               commitment  by any Member to make  capital  contributions  to the
               Company not otherwise expressly required by this Agreement);

          (xxv)not engage,  directly or indirectly,  in any business or activity
               except as set forth in Section 2.1 of this Agreement;

          (xxvi) not  acquire  or own  any  material  assets  other  than  those
               reasonably  appropriate  to comply with the Loan Documents and to
               carry out the Purpose;

          (xxvii) properly account for any transactions entered into between the
               Company and each Member and  Manager in the  Company's  books and
               financial records;

          (xxviii) not  enter  into  any  contract,  except  such  contracts  as
               reasonably  appropriate  to enable the  Company  to  achieve  its
               purposes  as set  forth  in, or that are  otherwise  required  or
               expressly  permitted  in,  the Loan  Documents  to carry  out the
               Purpose;

          (xxix) not agree to, enter into or consummate  any  transaction  which
               would render it unable to confirm that (A) it is not an "employee
               benefit  plan" as  defined in  Section  3(32) of ERISA,  which is
               subject to Title I of ERISA, or a "governmental  plan" within the
               meaning of Section 3(32) of ERISA; (B) it is not subject to state
               statutes  regulating  investments and fiduciary  obligations with
               respect to governmental  plans;  and (C) less than 25% of each of
               its outstanding  classes of equity interests are held by "benefit
               plan     investors"      within     the     meaning     of     29
               C.F.R.ss.2510.3-101(f)(2);

          (xxx)have at least one  Independent  Manager at all times,  subject to
               the  requirement  in Section 13.1 to fill  promptly any temporary
               vacancies;

          (xxxi) to the fullest extent permitted by applicable law and except as
               otherwise expressly provided elsewhere in this Section,  not take
               or refrain from taking any act which would make it  impossible to
               carry on the business of the Company and further the Purpose;

          (xxxii)  except  as  provided  in the Loan  Documents,  not  knowingly
               perform any act that would  subject (A) any Member of the Company
               to  liabilities  of the  Company in any  jurisdiction  or (B) the
               Company to taxation as a corporation under relevant provisions of
               the Internal Revenue Code; and

          (xxxiii) except as  expressly  permitted  in the Loan  Documents,  not
               combine,  consolidate  or merge  into or with any  other  Person,
               convert into an entity that is not a limited  liability  company,
               reorganize  or form the  Company  in a  jurisdiction  other  than
               Delaware or, to the fullest extent  permitted by applicable  law,
               dissolve,  liquidate, or transfer substantially all of its assets
               to any Person.

     (b)  Except any guaranty of the Company's obligations by an Affiliate or as
          expressly anticipated by the Loan Documents,  none of the Company, any
          Member,  any  Manager,  the  Independent  Manager,   their  respective
          Affiliates or any Person on behalf of the Company  shall,  and none of
          them shall have the authority to, enter into any  agreements,  written
          or otherwise,  pursuant to which any Member,  Manager, the Independent
          Manager or any of their respective Affiliates agrees to extend credit,
          make  loans or make  payment  or  contributions  to or for or  assume,
          guaranty or otherwise be obligated for the payment or  performance  of
          the  Company or hold  itself out as being  liable for the debts of the
          Company,  or hold out its credit as being  available  to  satisfy  the
          obligations of the Company; and

     (c)  without the consent of all of the  Members,  the Board of Managers and
          the Independent Manager,  neither the Company, any Person on behalf of
          the Company,  any Member,  nor any Manager,  shall,  or shall have the
          authority to:

          (i)  confess a judgment against the Company;

          (ii) possess the  property or assets of the Company for other than the
               Purpose,  or,  subject to paragraph (a) of this  Section,  assign
               rights, if any, in specific property or assets of the Company for
               other than the Purpose;  provided that this  subsection (A) shall
               not permit any such possession or assignment otherwise prohibited
               by the  Loan  Agreement  and (B)  shall  not  apply  to any  such
               possession  or  assignment  as to which  the  Lender  and GM have
               expressly consented in writing; and

          (iii)to the fullest  extent  permitted  by law, (A) commence any case,
               proceeding or other action or file a petition  under any existing
               or future  bankruptcy,  insolvency  or similar law seeking (1) to
               adjudicate  the Company a bankrupt or  insolvent,  (2) to have an
               order for relief  entered  with  respect to the  Company,  or (3)
               reorganization,  arrangement,  adjustment,  wind-up, liquidation,
               dissolution,  composition  or other  relief  with  respect to the
               Company  or  its  debts,   (B)  consent  to  the  institution  of
               bankruptcy or  insolvency  proceedings  against the Company,  (C)
               seek or  consent to the  appointment  of a  receiver,  custodian,
               liquidator,  assignee,  trustee,  sequestrator  (or other similar
               official) of the Company or a  substantial  part of its property,
               (D) except as required by law,  admit the Company's  inability to
               pay its debts generally as they become due, (E) cause the Company
               to not pay its debts as such debts  become due within the meaning
               of the United States Bankruptcy Code (the "Bankruptcy Code"), (F)
               make a general  assignment  by the  Company  for the  benefit  of
               creditors,  or (G) authorize,  take any action in furtherance of,
               consenting to or acquiesce in any of the foregoing or any similar
               action  or  other   proceedings   under  any   federal  or  state
               bankruptcy,  insolvency  or  similar  law on  behalf  of, or with
               respect to, the Company, or in connection with the Loan Documents
               or this Agreement.

     Section 14.2. Bankruptcy of a Member.

     The  bankruptcy  (as  defined  in  Section  18-101  of the  Delaware  Act),
dissolution,   liquidation,   termination,   withdrawal   or   adjudication   of
incompetency  of  any  Member  (other  than,  subject  to  Section  13.6  of the
Agreement,  the last  remaining  Member)  shall  not cause  the  termination  or
dissolution of the Company and the business of the Company shall continue.  Upon
any such occurrence, the trustee, receiver, executor, administrator,  committee,
guardian or conservator, if any, of such Member shall have all the rights of the
Member for the purpose of settling or managing the Member's  estate or property,
subject to satisfying  conditions precedent to the admission of such assignee or
a  substitute  Member.  The  transfer  by  such  trustee,  receiver,   executor,
administrator, committee, guardian or conservator of any Interest of such Member
shall be subject to all of the  restrictions  to which such transfer  would have
been  subject  if  such  transfer  had  been  made by the  bankrupt,  dissolved,
liquidated,  terminated or incompetent  Member. This Section 14.2 shall apply to
the extent permitted by applicable law.

     Section 14.3. Creditor's Interests.

     To the fullest  extent  permitted by law,  including,  without  limitation,
Section  18-1101(c)  of the Delaware  Act, in voting or otherwise  acting on the
matters with respect to the Company  (and  notwithstanding  that the Company may
not be insolvent),  each Member,  Manager and the Independent Manager shall take
into  account  the  interests  of the  Lender  as well as those of the  Members,
Managers and the Company.  Failure by the  Company,  any Member,  Manager or the
Independent  Manager to comply with this Section or any other covenant set forth
in this Agreement shall not affect the status of the Company as a separate legal
entity or the limited  liability of any Member of the Company or the Independent
Manager.  Neither the Company,  any Member nor any Manager shall (a) maintain or
use the separate  existence of the Company to perpetrate a fraud on creditors or
(b) enter into the Loan  Documents  with any intent to hinder,  delay or defraud
creditors of the Company or of any Member or Manager of the Company.

     Section 14.4. Waiver of Certain Actions.

     Except as otherwise  expressly  provided in this Agreement,  to the fullest
extent  permitted by law,  each of the Members and Managers  hereby  irrevocably
waives any right or power that such Person  might have to cause the  appointment
of a receiver for all or any portion of the assets of the Company, to compel any
sale  of  all or any  portion  of the  assets  of the  Company  pursuant  to any
applicable  law or to file a complaint or to institute any  proceeding at law or
in equity to cause the  dissolution,  liquidation,  winding up or termination of
the Company.  To the fullest  extent  permitted by law,  each of the Members and
Managers  hereby  irrevocably  waives any right or power that such Person  might
have to cause the Company or any of its assets to be  partitioned.  All property
and assets owned by the Company  shall be owned by the Company as an entity and,
insofar as  permitted  by  applicable  law, no Member or Manager  shall have any
ownership  interest in any Company  property or assets in its individual name or
right or capacity,  and each Member's  interest in the Company shall be personal
property for all purposes. ARTICLE XV CERTAIN DEFINITIONS

     Section 15.1. Definitions.

     Unless the context  otherwise  requires,  the terms defined in this Section
shall, for the purposes of this Agreement, have the meanings herein specified.

     "Adjusted Capital Account Deficit" means,  with respect to any Member,  the
deficit  balance,  if any, in such Member's Capital Account as of the end of the
relevant  Fiscal Year,  after giving  effect to the following  adjustments:  (i)
Credit to such  Capital  Account any amounts  that such Member is  obligated  to
restore pursuant to any provision of this Agreement or is deemed to be obligated
to  restore  pursuant  to the  penultimate  sentences  of  Treasury  Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) Debit to such Capital Account
the items described in Treasury  Regulations  Sections  1.704-1(b)(2)(ii)(d)(4),
(5) and (6).  The above  definition  of  Adjusted  Capital  Account  Deficit  is
intended  to  comply  with  the  provisions  of  Treasury   Regulations  Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     "Affiliate" shall mean, with respect to any specified Person, a Person that
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with, the Person specified.

     "Business  Day" shall mean any day on which banks  located in New York City
are not required or authorized by law to remain closed.

     "Capital  Account"  shall mean,  with  respect to any  Member,  the account
maintained  for such Member in  accordance  with the  provisions  of Section 6.4
hereof.

     "Capital  Contribution"  shall mean, with respect to any Member, the amount
set forth  opposite  the name of such  Member  on  Schedule  1 under the  column
"Capital Contribution" and any additional capital contributions made pursuant to
Section 6.2(b).

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Control" and derivations of such term means the possession, whether direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person,  whether  through the ownership of voting  securities,  by
contract or otherwise.

     "Covered  Person" shall mean an individual  that is a Manager,  Independent
Manager,  officer, employee or agent of the Company or the Company's Affiliates;
or any Person who was, at the time of the act or omission  in  question,  such a
Person.

     "Disabling  Conduct" shall mean conduct that  constitutes  fraud, a willful
violation of law, gross negligence or reckless  disregard of duty in the conduct
of the duties of the Person referred to.

     "Interest" shall mean a Member's limited  liability company interest in the
Company which  represents  such Member's  share of the profits and losses of the
Company  and such  Member's  rights to receive  distributions  of the  Company's
assets and to participate  in the  management of the Company in accordance  with
the provisions of this Agreement and the Delaware Act.

     "Independent  Manager"  shall  mean an  individual  duly  appointed  by the
Company to serve as a manager of the Company  pursuant to this Agreement who, at
the time of such appointment,  is not and will not be while serving as a manager
of the Company, and has not been at any time during the preceding 5 years: (a) a
direct or  indirect  legal or  beneficial  owner of any equity  interest  in the
Company, any member of the Company or any of their respective Affiliates,  (b) a
creditor,  customer,  supplier,  employee, officer, director, member, manager or
contractor of, or other Person who derives any of its purchases or revenues from
its  activities  with,  the  Company,  any member of the Company or any of their
respective  Affiliates  (except  solely  in the  capacity  of a  manager  of the
Company), (c) an individual directly or indirectly controlling, controlled by or
under common control with the Company, any member of the Company or any of their
respective  Affiliates,  or  any  creditors,  suppliers,  customers,  employees,
officers,  other directors,  managers, or contractors of the Company, any member
of the  Company or any of their  respective  Affiliates,  or (d) a member of the
immediate family of any individual described in (a), (b) or (c) above;  provided
however, that no individual shall be disqualified from serving as an Independent
Manager  solely on account of his or her  services as an  independent  director,
independent   trustee  or  independent   manager  (as  determined   pursuant  to
requirements  substantially  similar in all material respects to those set forth
in this  definition) of another  limited or  special-purpose,  bankruptcy-remote
entity or his or her receipt of compensation,  if any, in exchange therefor from
the Company or any other limited or special-purpose bankruptcy-remote entity.

     "Interest  Percentage" shall mean the percentage shown on Schedule 1 hereto
under the heading "Interest Percentage".

     "Manager" shall mean a "manager" within the meaning of the Delaware Act and
a member of the Board of Managers, excluding the Independent Manager.

     "Member" shall mean any Person named as a member of the Company on Schedule
1 and "Members"  shall mean two (2) or more of such Persons when acting in their
capacities  as members  of the  Company,  and their  respective  successors  and
assigns.

     "Net Profit" or "Net Loss" shall mean,  for any Fiscal Year, the net income
or net loss of the Company for such Fiscal Year,  determined in accordance  with
Section 703(a) of the Code,  including any items that are separately  stated for
purposes of Section 702(a) of the Code, as determined in accordance with Federal
income tax accounting principles with the following adjustments:

          (a)  any income of the Company that is exempt from Federal  income tax
               shall be included as income;

          (b)  any  expenditures  of  the  Company  described  in  Code  Section
               705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
               pursuant to  Treasury  Regulations  Section  1.704-1(b)(2)(iv)(1)
               shall be treated as current expenses;

          (c)  no effect  shall be given to any  adjustments  made  pursuant  to
               Section 734 or 743 of the Code; and

          (d)  the basis of property  contributed to the Company shall initially
               be  treated  as  equal  to the  agreed  upon  valuation  of  such
               property,  and all gain,  loss,  depreciation and amortization on
               such property shall be determined based on such agreed upon value
               in    accordance     with    Treasury     Regulations     Section
               1.704-1(b)(2)(iv)(g).

     "Person" shall mean any individual, corporation,  association,  partnership
(general or limited), joint venture, trust, joint-stock company, estate, limited
liability  company,   unincorporated  organization  or  other  legal  entity  or
organization.

     "Senior  Debt"  shall have the  meaning  given to that term in the  Utility
Services Agreement.

     "Subsidiary"  or  "Subsidiaries"  of  any  Person  means  any  corporation,
partnership,  joint  venture or other legal entity of which such Person  (either
alone or through or  together  with any other  subsidiary),  owns,  directly  or
indirectly, more than fifty percent (50%) of the stock or other equity interests
the holder of which is generally  entitled to vote for the election of the board
of directors or other  governing body of such  corporation,  partnership,  joint
venture or other legal entity.

     "Treasury   Regulations"   shall  mean  the  Regulations  of  the  Treasury
Department of the United States issued pursuant to the Code.

     "Utility  Services  Agreement"  shall mean that  certain  Utility  Services
Agreement  to be dated on or about  April  14,  2004 by and  between  GM and the
Company relating to the GM Delta Township II Project and the System, as the same
may be modified, amended or restated.

                                   ARTICLE XVI
                            MISCELLANEOUS PROVISIONS

     Section 16.1. Amendments Generally.

     The terms and provisions of this Agreement shall not be modified or amended
at any time  except by the  unanimous  consent of the Members and subject to the
restrictions  set forth in Section  2.2  hereof;  provided,  that,  without  the
consent  of any of the  Members,  the Board of  Managers  may amend  Schedule  1
attached hereto to reflect  changes validly made,  pursuant to the terms of this
Agreement.

     Section 16.2. Entire Agreement.

     This Agreement  (including all attachments  hereto)  constitutes the entire
agreement  between the Members  with respect to the Company and  supersedes  all
other prior agreements and  understandings,  both written and oral,  between the
Members or their respective Affiliates with respect to the Company.

     Section 16.3. Notices.

     All notices,  requests,  claims, demands and other communications hereunder
shall be in  writing  and shall be given  (and shall be deemed to have been duly
given upon  receipt) by delivery in person,  by  facsimile or by  registered  or
certified mail (postage prepaid, return receipt requested),  to the other Member
as follows:

         If to Cinergy Solutions:

         Cinergy Solutions Holding Company, Inc.
         139 E. Fourth Street
         5 Atrium II, EA502
         Cincinnati, Ohio  45202
         Attention: M. Stephen Harkness
         Fax:  (513) 419-5719

         With a copy to:

         Cinergy Corp.
         139 E. Fourth Street
         5 Atrium II, EA503
         Cincinnati, Ohio 45202
         Attention: General Counsel, Commercial Business Unit
         Fax:  (513) 419-6955

         If to York:

         York International Corporation
         631 S. Richland Avenue
         York, PA  17403
         Attention:  President, York Americas
         Fax:  (717) 771-6809

         With a copy to:

         York International Corporation
         631 S. Richland Avenue
         York, PA  17403
         Attention:  Corporate Secretary
         Fax:  (717) 771-7440
         and

         If to Veolia Water:

         Veolia Water North America Operating Services, Inc.
         Airside Business Park
         250 Airside Drive
         Moon Township, PA 15108-2793
         Attention:  John T. Lucey, Jr.
         Fax:  (412) 809-6006

         With a copy to:

         Veolia Water North America Operating Services, Inc.
         184 Shuman Boulevard, Suite 300
         Naperville, IL 60563
         Attention:  Scott Hamilton, Assoc. Counsel
         Fax:  (630) 778-4594

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the other in writing in the manner set forth above.

     Section 16.4. Table of Contents and Headings.

     The table of contents and the headings and  subheadings  of the sections of
this Agreement are inserted for convenience and  identification  only and are in
no way intended to describe,  interpret,  define, or limit the scope,  extent or
intent of this Agreement or any provision thereof.

     Section 16.5. Assignment.

     This Agreement and any right  hereunder shall not be assigned by any Member
or by operation of law or otherwise.

     Section 16.6. Severability.

     The  provisions  of  this  Agreement  shall  be  deemed  severable  and the
invalidity or  unenforceability  of any provision  shall not affect the validity
and  enforceability  of the other  provisions  hereof.  If any provision of this
Agreement,   or  the  application  thereof  to  any  person  or  entity  or  any
circumstance,  is  invalid  or  unenforceable,  (a)  a  suitable  and  equitable
provision shall be substituted  therefor in order to carry out, so far as may be
valid and enforceable,  the intent and purpose of such invalid and unenforceable
provision and (b) the remainder of this  Agreement and the  application  of such
provision to other persons,  entities or circumstances  shall not be affected by
such   invalidity   or   unenforceability,   nor  shall   such   invalidity   or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

     Section 16.7. Extension; Waiver.

     Any two Members may (i) extend the time for the  performance  of any of the
obligations or other acts of the remaining  Member,  (ii) waive any inaccuracies
in the  representations and warranties of the remaining Member contained herein,
or (iii) waive  compliance by the remaining Member with any of the agreements or
conditions contained herein. Any agreement on the part of any Member to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such Members. The failure of any Member hereto to assert any
of its rights hereunder shall not constitute a waiver of such rights.

     Section 16.8. Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
law of the State of Delaware,  without  regard to the principles of conflicts of
law thereof.

     Section 16.9. Names and Logos.

     To further the  objectives of this  Agreement and the Company,  the Members
acknowledge and agree that the Company shall have the non-exclusive right to use
the names and logos of the Members to the extent such use is  reasonable  and in
connection with the implementation of this Agreement.

     Section 16.10. Further Actions.

     Each Member shall execute and deliver such other  certificates,  agreements
and documents,  and take such other  actions,  as may reasonably be requested by
the Company in connection  with the formation of the Company and the achievement
of its purposes,  including,  without  limitation,  (a) any  documents  that the
Company deems necessary or appropriate to form,  qualify or continue the Company
as a  limited  liability  company  in all  jurisdictions  in which  the  Company
conducts or plans to conduct business and (b) all such agreements, certificates,
tax statements and other  documents as may be required to be filed in respect of
the Company.

     Section 16.11. Counterparts.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together  shall  constitute a
single agreement.

     Section 16.12. Press Releases; Confidentiality.

     No  public  announcement  shall be made by any  Member  with  regard to the
Company or transactions contemplated by this Agreement without the prior written
consent of the other Members;  provided that any Member may make such disclosure
if required by law, legal process or rule or regulation of a national securities
exchange on which the securities of a party are listed. Each Member will discuss
any public announcements or disclosures concerning the transactions contemplated
by this Agreement with the other Members prior to making any such  announcements
or disclosures.

     The Members  acknowledge  that during the course of and in preparation  for
the transactions  contemplated by this Agreement (including their performance of
the design,  construction,  operation and maintenance of the System),  they will
disclose to and  receive  from each other,  in written  form or orally,  certain
proprietary or other  confidential  information,  including without  limitation,
technical,  marketing and other business information.  Such information shall be
disclosed and received subject to this Section 16.12.

          (a)  For purposes hereof,  in addition to the information  referred to
               in the immediately preceding sentence,  Confidential  Information
               also includes without limitation:

               (i)  commercial or technical knowledge,  information compilation,
                    data, material or software products, sketches, plans, notes,
                    drawings,     measurements,     designs,     specifications,
                    calculations,  prototypes,  formulas, intellectual property,
                    development and research  programs,  production  reports and
                    process and laboratory analyses;

               (ii) customer lists,  pricing methods and information,  policies,
                    strategies and activities regarding exploitation,  marketing
                    and sales or regarding general  administration and financial
                    matters; and

               (iii)any  other  information  that is  marked  "Confidential"  or
                    otherwise designated clearly as being confidential,  secret,
                    reserved  or   exclusive   information   including   without
                    limitation,   all   information   acquired   during   visual
                    disclosure,   provided  that  said   information   had  been
                    designated confidential at the time of such disclosure or by
                    a writing sent within thirty (30) days thereafter.

     (b)  The recipient of Confidential  Information hereunder hereby undertakes
          that the Confidential  Information will be kept  confidential and will
          not  be  disclosed  by  the  recipient,   its  employees,   agents  or
          representatives,  in any  manner  whatsoever,  in  whole  or in  part,
          provided that such obligation shall terminate on the fifth anniversary
          of the  dissolution  of the Company.  Moreover,  the recipient  hereby
          agrees  not  to  use  the  Confidential  Information,  in  any  manner
          whatsoever,  except as  contemplated  hereby.  The  recipient  will be
          responsible for any breach of the undertakings contained herein by any
          of its Affiliates,  officers,  directors or employees and will require
          its  agents,  contractors,  subcontractors  and  vendors  to  agree to
          protect such Confidential Information on terms similar to those stated
          in this Section 16.12. Upon request from the owner of any Confidential
          Information,  the recipient promptly shall (i) return to the owner all
          documents or other  materials  furnished by the owner to the recipient
          constituting  Confidential  Information,  together with all copies and
          summaries  thereof  in the  possession  or under  the  control  of the
          recipient and (ii) destroy all documents or other materials  generated
          by the recipient  that are based upon,  or otherwise  include or refer
          to,  any  part  of the  Confidential  Information,  and  certify  such
          destruction to the owner of the Confidential Information. In any case,
          however,  the recipient's  legal department may retain one (1) copy of
          the Confidential Information solely for archive purposes.

     (c)  The recipient recognizes that the non-authorized use or the disclosure
          of the Confidential  Information  will cause an irreparable  damage to
          the owner thereof  which cannot  easily be converted  into a financial
          loss.  Accordingly,  the  recipient  agrees  that the  owner  shall be
          entitled to seek injunctive relief to prevent breaches of this Section
          16.12 and to  specifically  enforce  the  provisions  of this  Section
          16.12,  in  addition  to any  other  remedy  to which the owner may be
          entitled at law or in equity.

     (d)  The  recipient   recognizes   that  the  owner  of  any   Confidential
          Information  disclosed hereunder shall remain the owner thereof and of
          all other intellectual  property created,  established or found by the
          owner or on its behalf.

     (e)  The foregoing  provisions of this Section 16.12 shall not apply to any
          information  which:  (i) at the time of disclosure is available to the
          public;  or (ii)  after  disclosure  becomes  available  to the public
          through no fault of the recipient, provided that the obligation of the
          recipient  shall  cease only after the date on which such  information
          has  become  available  to the  public;  or (iii)  the  recipient  can
          demonstrate,  through tangible evidence,  was in its possession before
          receipt  from  the  disclosing  party;  or  (iv) is  disclosed  to the
          recipient  without  restriction on disclosure by a third party who has
          the lawful right to disclose such  information;  or (v) is required to
          be disclosed by order of a court,  administrative agency or government
          body,  or subpoena,  summons or other legal  process,  or by such law,
          rule or  regulation,  provided  that  prior  to such  disclosure,  the
          recipient  gives the other  party  reasonable  advance  notice of such
          order and an  opportunity to object to such  disclosure.  Confidential
          Information shall not be deemed to be within the foregoing  exceptions
          merely  because  it is (A)  specific  and  embraced  by  more  general
          information  in the public domain or  recipient's  possession or (B) a
          combination   which  can  be  pieced   together  to  reconstruct   the
          Confidential  Information from multiple  sources,  none of which shows
          the whole combination, its principle of operation and method of use.

     Section 16.13. No Third Party Beneficiary.

     This Agreement  shall be for the sole and exclusive  benefit of the Members
and their  respective  successors,  assignees and  transferees.  Nothing in this
Agreement,  expressed  or implied,  is intended or shall be  construed to confer
upon,  or to give to, any other  Person any right,  remedy or claim  under or by
reason of this Agreement or any terms hereof; provided,  however, nothing herein
shall be deemed to limit the  liability  of the  Company for a breach of Section
7.01(u) of the Loan Agreement.


      [Remainder of page intentionally left blank. Signature page follows.]


     IN  WITNESS  WHEREOF,  the  undersigned  have duly  executed  this  Limited
Liability Company  Agreement of Delta Township  Utilities II, LLC as of the 29th
day of March, 2004.

                          CINERGY SOLUTIONS HOLDING COMPANY, INC.


                          By:
                          Name:
                          Title:


                          YORK INTERNATIONAL CORPORATION


                          By:
                          Name:
                          Title:


                          VEOLIA WATER NORTH AMERICA OPERATING SERVICES, INC.


                          By:
                          Name:
                          Title:



                                   SCHEDULE 1


                                             Capital             Interest
Members' Names                              Contribution        Percentage
- --------------                              ------------        ----------

Cinergy Solutions Holding Company, Inc.      $ 46.00               46%

York International Corporation               $ 10.00               10%

Veolia Water North America Operating         $ 44.00               44%
Services, Inc.


                                   SCHEDULE 2

   MATTERS REQUIRING UNANIMOUS ACTION OF THE BOARD OF MANAGERS OF THE COMPANY


(a)  Demand for capital contributions from the Members.

(b)  Borrowing  money,  including  without  limitation,   the  Senior  Debt,  or
     guaranteeing  the  obligations of any Person not in the ordinary  course of
     business, or mortgaging, pledging or granting a security interest in assets
     not in the ordinary course of business,  in any one transaction or a series
     of related transactions or any amendment or modification of any arrangement
     for any of the foregoing not in the ordinary course of business.

(c)  Subject  to  Section  6.1 of  this  Agreement,  entering  into,  executing,
     amending or  modifying a material  agreement  with an Affiliate of a Member
     other than as specifically set forth in this Agreement.

(d)  Unbudgeted acquisitions not in the ordinary course of business.

(e)  Disposition of assets not in the ordinary course of business.

(f)  Entering  into any contract not in the  ordinary  course of business  which
     requires unbudgeted expenditures, commitments or liabilities.

(g)  Amendments to governing documents of the Company.

(h)  Issuance of Interests or other securities of the Company to third parties.

(i)  Engaging  in a  business  activity  other  than  the GM Delta  Township  II
     Project.

(j)  Commencing the process of dissolution, liquidation, insolvency or voluntary
     bankruptcy.

(k)  Approving any merger or consolidation of the Company.

(l)  Forming any Subsidiary of the Company.

(m)  Execution of any material credit agreement or any amendment or modification
     thereof or  implementation  of any  material  change in capital  structure,
     other than as  previously  authorized  or pursuant to authority  previously
     granted.

(n)  Commencing or settling any material  litigation or arbitration  (other than
     arbitration pursuant to Section 5.3 of this Agreement).

(o)  Engaging or terminating principal auditors or attorneys.

(p)  Any execution,  amendment or modification  of any material  agreements with
     Members or their Affiliates, except as contemplated by the terms hereof.

(q)  Approval of the Company's annual budget.

(r)  Entering into, terminating or modifying any material subcontract.

(s)  Settling of any material dispute with GM or other party.

(t)  Approving any matter set forth in Section 14.1(c) of this Agreement.

(u)  Amending or modifying the Utility Services Agreement or the Loan Documents.

(v)  Approving the Company's policies on delegation of authority.

(w)  Approving any transactions that exceed any delegation of authority.

(x)  Any proposed  delegation  of the  authority of the Board of Managers to any
     Person with respect to any of the matters listed on this Schedule 2.

(y)  Such other  matters as the Parties or their  designated  Managers  shall by
     mutual consent determine as being appropriate.


                                    EXHIBIT A

                       GENERAL DIVISION OF RESPONSIBILITY


     Subject to the terms of the Service  Arrangements to be entered into by the
Company,  the general division of  responsibility  among the Members for matters
covered by the Utility Services Agreement is as follows:

System	Design/Build	Operation
Compressed Air	Cinergy Solutions	Cinergy Solutions
Deionized (R/O) Water Treatment	Veolia Water	Veolia Water
Chilled Water	Cinergy Solutions/York	Cinergy Solutions
Heating Water	Cinergy Solutions	Cinergy Solutions
Cooling Water	Cinergy Solutions	Veolia Water
Welder Water	Cinergy Solutions	Cinergy Solutions
Wastewater Treatment	Veolia Water	Veolia Water
Energy Management System	Cinergy Solutions	Cinergy Solutions
Chilled Water Maintenance	N/A	Cinergy Solutions/York
Air Handling Unit Maintenance	N/A	Cinergy Solutions/York

EX-99.B

                                     BY-LAWS



                                       OF



                      Cinergy Solutions of San Diego, Inc.





                                January 29, 2004




                                TABLE OF CONTENTS

                                    ARTICLE I
                                     Offices

Section 1.1.      Offices.                                                     1

                                   ARTICLE II
                             Stockholders' Meetings

Section 2.1.      Annual Meeting.                                              1
Section 2.2.      Notice of Annual Meeting.                                    1
Section 2.3.      Special Meetings.                                            1
Section 2.4.      Notice of Special Meeting.                                   1
Section 2.5.      Waiver of Notice.                                            2
Section 2.6.      Quorum.                                                      2
Section 2.7.      Voting.                                                      2
Section 2.8.      Written Consent of Stockholders in Lieu of Meeting.          2

                                   ARTICLE III
                                    Directors

Section 3.1.      Duties and Powers.                                           3
Section 3.2.      Number and Election of Directors.                            3
Section 3.3.      Vacancies.                                                   3
Section 3.4.      Meetings.                                                    3
Section 3.5.      Quorum.                                                      3
Section 3.6.      Actions of Board.                                            4
Section 3.7.      Meetings by Means of Conference Telephone.                   4
Section 3.8.      Committees.                                                  4
Section 3.9.      Compensation                                                 4
Section 3.10.     Contracts and Transactions Involving Directors               4

                                   ARTICLE IV
                                    Officers

Section 4.1.      Officers.                                                    5
Section 4.2.      Appointment, Terms, and Vacancies.                           5
Section 4.3.      Chairman of the Board.                                       5
Section 4.4.      Chief Executive Officer                                      6
Section 4.5.      President.                                                   6
Section 4.6.      Vice Presidents.                                             6
Section 4.7(a).   Secretary.                                                   6
Section 4.7(b).   Assistant Secretaries.                                       6
Section 4.8.      Treasurer.                                                   7
Section 4.9.      Comptroller.                                                 7
Section 4.10.     Other Officers.                                              7

                                    ARTICLE V
                                  Capital Stock

Section 5.1.      Form and Execution of Certificates.                          7
Section 5.2.      Signatures.                                                  8
Section 5.3.      Lost Certificates.                                           8
Section 5.4.      Transfers.                                                   8
Section 5.5.      Record Date.                                                 8
Section 5.6.      Beneficial Ownership Rights.                                 8

                                   ARTICLE VI
                                     Notices

Section 6.1.      Notices.                                                     9
Section 6.2.      Waivers of Notice.                                           9

                                   ARTICLE VII
                               General Provisions

Section 7.1.      Dividends.                                                   9
Section 7.2.      Disbursements.                                               9
Section 7.3.      Voting Securities Owned by the Corporation.                  9
Section 7.4.      Fiscal Year.                                                10
Section 7.5.      Corporate Seal.                                             10

                                  ARTICLE VIII
                                 Indemnification

Section 8.1.      Power to Indemnify in Actions, Suits or Proceedings
                  Other than Those By or in the Right of the Corporation.     10
Section 8.2.      Power to Indemnify in Actions, Suits or Proceedings
                  By or in the Right of the Corporation.                      10
Section 8.3.      Authorization of Indemnification.                           11
Section 8.4.      Good Faith Defined.                                         11
Section 8.5.      Indemnification by a Court.                                 12
Section 8.6.      Expenses Payable in Advance.                                12
Section 8.7.      Nonexclusivity of Indemnification and Advancement
                  of Expenses.                                                12
Section 8.8.      Insurance.                                                  12
Section 8.9.      Certain Definitions.                                        13
Section 8.10.     Survival of Indemnification and Advancement of Expenses.    13
Section 8.11.     Limitation on Indemnification.                              13
Section 8.12.     Indemnification of Employees and Agents.                    13

                                   ARTICLE IX
                                   Amendments

Section 9.1.      Amendments.                                                 14

                                    ARTICLE X
                                Emergency By-Laws

Section 10.1.     Emergency By-Laws.                                          14


                                     By-Laws

                                       Of

                      Cinergy Solutions of San Diego, Inc.

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                     Offices

     Section  1.1.  Offices.  To  the  extent  not  otherwise  provided  in  the
Certificate of  Incorporation,  the principal office of the Corporation shall be
at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such
other  offices at such other places as the Board of  Directors  may from time to
time determine, or as the business of the Corporation may require.

                                   ARTICLE II

                             Stockholders' Meetings

     Section 2.1. Annual Meeting.  The annual meeting of the stockholders may be
held at such place,  time, and date designated by the Board of Directors for the
election of directors,  the  consideration  of the reports to be laid before the
meeting, and the transaction of such other business as may be brought before the
meeting.

     Section 2.2. Notice of Annual  Meeting.  Notice of the annual meeting shall
be given in  writing  to each  stockholder  entitled  to vote  thereat,  at such
address as appears on the records of the  Corporation at least ten (10) days and
not more than forty-five (45) days prior to the meeting.

     Section 2.3. Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, or
the President,  or by a majority of the members of the Board of Directors acting
with or without a  meeting,  or by the  persons  who hold in the  aggregate  the
express  percentage,  as  provided  by statute,  of all shares  outstanding  and
entitled to vote thereat,  upon notice in writing,  stating the time,  place and
purpose of the meeting.  Business  transacted at all special  meetings  shall be
confined to the objects stated in the call.

     Section 2.4. Notice of Special  Meeting.  Notice of a special  meeting,  in
writing,  stating the time,  place and purpose  thereof,  shall be given to each
stockholder  entitled to vote  thereat,  at least  twenty (20) days and not more
than forty-five (45) days prior to the meeting.

     Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of stockholders may be waived by the written assent of every stockholder
entitled  to  notice,  filed with or entered  upon the  records of the  meeting,
either before or after the holding thereof.  It shall not be required to specify
in the waiver of notice either the purpose of such meeting or the business to be
transacted  at such  meeting.  Attendance  of a  stockholder  at a meeting shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.

     Section 2.6.  Quorum.  The holders of shares  entitling  them to exercise a
majority of the voting  power,  or, if the vote is to be taken by  classes,  the
holders of shares of each class  entitling  them to  exercise a majority  of the
voting power of that class,  present in person or by proxy at any meeting of the
stockholders, unless otherwise specified by statute, shall constitute a quorum.

          If, however,  at any meeting of the stockholders,  a quorum shall fail
     to attend in person or by proxy, a majority in interest of the stockholders
     attending  in person or by proxy at the time and place of such  meeting may
     adjourn the meeting from time to time without  further  notice  (unless the
     meeting  has  been   adjourned  for  over  thirty  days),   other  than  by
     announcement  at the meeting at which such  adjournment  is taken,  until a
     quorum is present. At any such adjourned meeting at which a quorum shall be
     present, any business may be transacted which might have been transacted at
     the meeting originally called.

     Section  2.7.  Voting.  At each  meeting  of the  stockholders,  except  as
otherwise provided by statute or the Certificate of Incorporation,  every holder
of record  of stock of the class or  classes  entitled  to vote at such  meeting
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing  subscribed by such  stockholder and bearing a date, not later than such
time as expressly  provided by statute,  prior to said meeting unless some other
definite period of validity shall be expressly provided therein.

          Each  stockholder  shall  have one (1)  vote  for each  share of stock
     having  voting  power,  registered  in his or her name on the  books of the
     Corporation,  at the date fixed for  determination  of persons  entitled to
     vote at the  meeting  or,  if no date has  been  fixed,  then as  expressly
     provided by statute. Cumulative voting shall be permitted only as expressly
     provided by statute.

          At any meeting of  stockholders,  a list of  stockholders  entitled to
     vote,  alphabetically  arranged,  showing  the number and classes of shares
     held by each on the date fixed for closing the books  against  transfers or
     the record date fixed as hereinbefore provided (or if no such date has been
     fixed, then as hereinbefore  stated as expressly provided by statute) shall
     be produced on the request of any stockholder, and such list shall be prima
     facie evidence of the ownership of shares and of the right of  stockholders
     to vote, when certified by the Secretary or by the agent of the Corporation
     having charge of the transfer of shares.

     Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by statute,  the  Certificate of  Incorporation,  or these
By-Laws,  to be taken at any annual or special  meeting of  stockholders  of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote,  if a written  consent in lieu of a meeting,  setting  forth the action so
taken,  shall be signed by all the  stockholders  entitled to vote thereon.  Any
such  written  consent  may be  given  by one or  any  number  of  substantially
concurrent  written  instruments of  substantially  similar tenor signed by such
stockholders,  in person or by attorney or proxy duly appointed in writing,  and
filed with the records of the  Corporation.  Any such written  consent  shall be
effective as of the effective date thereof as specified therein.

                                   ARTICLE III

                                    Directors

     Section 3.1. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not,  by  statute,  the  Certificate  of  Incorporation,  or these
By-Laws, directed or required to be exercised or done by the stockholders.

     Section 3.2. Number and Election of Directors. The Board of Directors shall
consist of not less than three nor more than fifteen  members,  the exact number
of which shall be fixed by the Board of  Directors.  Directors  shall be elected
annually by stockholders at their annual  meeting,  in a manner  consistent with
statute and as provided in Article II,  Section 2.8 of these  By-Laws,  and each
director so elected  shall hold office until  his/her  successor is duly elected
and qualifies, or until his/her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders  and shall  fulfill  residency  requirements  as and if provided by
statute.  Any  director  may be removed  at any time with or without  cause by a
majority vote of the stockholders, unless otherwise provided by statute.

     Section  3.3.  Vacancies.   Vacancies  and  newly  created   directorships,
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, and the directors so chosen shall
hold office for the  unexpired  term of the  predecessor  and/or  until the next
annual meeting of stockholders,  and until their successors are duly elected and
qualify, or until their earlier resignation or removal.

     Section 3.4.  Meetings.  Regular  meetings of the Board of Directors may be
held at such time,  place,  and upon such notice as the Board of  Directors  may
from time to time determine.  Special  meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
or by members of the board (the  express  percentage  of the latter as minimally
provided for by statute). Notice thereof stating the place, date and hour of the
meeting  shall  be  given  to each  director  either  by  mail  (not  less  than
forty-eight (48) hours before the date of the meeting), by telephone or telegram
(on  twenty-four  (24) hours' notice) or on such shorter notice as the person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

     Section 3.5. Quorum.  Except as may be otherwise  specifically provided for
by statute,  the Certificate of Incorporation or these By-Laws,  at all meetings
of the Board of  Directors,  a majority of the entire Board of  Directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of  Directors.  If a quorum  shall not be present at any meeting of
the Board of Directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 3.6. Actions of Board. Unless otherwise provided by the Certificate
of  Incorporation  of the  Corporation or these By-Laws,  any action required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee(s)  thereof, may be taken without a meeting, if all the members of the
Board of Directors, or of such committee(s), as the case may be, consent thereto
in writing,  and the  writing(s) is filed with the minutes of proceedings of the
Board  of  Directors,  or of such  committee(s),  of the  Corporation.  Any such
written  consent to action of the Board of Directors,  or of such  committee(s),
shall be effectuated by the signature of the member lastly consenting thereto in
writing,  unless the consent otherwise specified a prior or subsequent effective
date. Section 3.7. Meetings by Means of Conference  Telephone.  Unless otherwise
provided  by the  Certificate  of  Incorporation  of the  Corporation  or  these
By-Laws,  members of the Board of Directors,  or any committee(s)  thereof,  may
participate in a meeting of the Board of Directors, or of such committee(s),  as
the case may be, by means of a conference  telephone  or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.

     Section 3.8.  Committees.  The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors,  designate, from time to time as
they may see fit,  one or more  committees,  each such  committee  to consist of
three or more of the  directors of the  Corporation.  The Board of Directors may
designate one or more  directors as alternate  members of any such committee who
may  replace  any  absent  or  disqualified  member at any  meeting  of any such
committee. In the absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified  from voting,  whether or not he/she or they
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors  to act at the  meeting  in the place of any  absent  or  disqualified
member.  Any  committee,  to the extent  allowed by statute and  provided in the
resolution  establishing  such  committee,  shall have and may  exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Corporation.  Each committee  shall keep regular minutes and
report to the Board of Directors when required.

     Section 3.9.  Compensation.  Each director of the  Corporation  (other than
directors who are salaried officers of the Corporation or any of its affiliates)
shall be  entitled  to receive as  compensation  for  services  such  reasonable
compensation,  which may include pension,  disability and death benefits, as may
be  determined  from  time  to  time  by  the  Board  of  Directors.  Reasonable
compensation  may also be paid to any person  other  than a director  officially
called to attend any such meeting.

     Section 3.10. Contracts and Transactions  Involving Directors.  No contract
or  transaction  between the  Corporation  and one or more of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction,  or solely because his/her
or their  votes are counted for such  purpose if: (i) the  material  facts as to
his/her or their  relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the  committee,  and the
Board of  Directors  or  committee  in good faith  authorizes  the  contract  or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
directors,  even though the  disinterested  directors be less than a quorum;  or
(ii) the material facts as to his/her or their  relationship  or interest and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved  in good faith by vote of the  stockholders;  or (iii) the  contract or
transaction  is  fair as to the  Corporation  as of the  time it is  authorized,
approved or  ratified,  by the Board of  Directors,  a committee  thereof or the
stockholders.  Common or interested  directors may be counted in determining the
presence of a quorum at a meeting of the Board of  Directors  or of a committee,
which authorizes the contract or transaction.

                                   ARTICLE IV

                                    Officers

     Section 4.1.  Officers.  The officers of the Corporation shall consist of a
President,  a Secretary,  and a Treasurer,  and may consist of a Chairman of the
Board, a Chief Executive  Officer,  a Comptroller,  one or more Vice Presidents,
one or more  Assistant  Secretaries,  and such  other  officers  as the Board of
Directors shall from time to time deem  necessary.  Any number of offices may be
held by the same person, unless otherwise prohibited by statute, the Certificate
of Incorporation, or these By-Laws.

     Section 4.2. Appointment,  Terms, and Vacancies. The Board of Directors, at
its first  meeting  held  after  each  annual  meeting  of  stockholders  of the
Corporation (i.e., the annual  organization  meeting of the Board of Directors),
shall appoint the officers of the  Corporation  who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined from time to time by the Board of Directors,  and such officers shall
hold office until their successors are chosen and shall qualify,  or until their
earlier  resignation or removal from office.  Any officer appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors.  Any vacancy  occurring in any office of the Corporation
shall be filled by the Board of Directors.

     Section 4.3.  Chairman of the Board. The Chairman of the Board, if there be
one,  shall be a  director  and shall  preside at all  meetings  of the Board of
Directors and, in the absence or incapacity of the Chief  Executive  Officer and
the President, meetings of the stockholders,  and shall, subject to said Board's
direction and control,  be the Board of Directors'  representative and medium of
communication,  and shall have the general  powers and duties as are incident to
the office of Chairman of the Board of a corporation.

     Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there
be one, shall preside at all meetings of the stockholders and, in the absence or
incapacity of the Chairman of the Board, meetings of the Board of Directors. The
Chief Executive Officer shall from time to time report to the Board of Directors
all matters within his or her knowledge  which the interests of the  Corporation
may require be brought to their  notice.  Where the  offices of Chief  Executive
Officer and President  are held by different  individuals,  the  President  will
report directly to the Chief Executive Officer.

     Section 4.5. President.  The President shall be the chief operating officer
of the Corporation,  and shall have general and active  management and direction
of the affairs of the Corporation, shall have supervision of all departments and
of all officers of the Corporation, shall see that the orders and resolutions of
the Board of Directors,  or of any committee(s)  thereof, are carried fully into
effect,  and  shall  have the  general  powers  and  duties of  supervision  and
management as are incident to the office of President of a  corporation.  In the
absence or incapacity of the Chief Executive  Officer,  the President also shall
be the Chief Executive Officer of the Corporation.

     Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties
as the Board of  Directors  shall from time to time  require.  In the absence or
incapacity  of the  President,  the Vice  President  designated  by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President shall exercise the powers and duties of the President.  Section
4.7(a).  Secretary.  The  Secretary  shall  attend all  meetings of the Board of
Directors and of the stockholders of the Corporation,  and act as clerk thereof,
and record all votes and the minutes of all proceedings in a book to be kept for
that purpose, shall record all written business transactions, shall perform like
duties for the standing  committees  when  required,  and shall have the general
powers and duties as are incident to the office of  Secretary of a  corporation.
The Secretary shall give, or cause to be given, proper notice of all meetings of
the  stockholders  and of the Board of  Directors,  and shall perform such other
duties as may be prescribed by the Board of Directors (including by the Chairman
of the Board),  the Chief  Executive  Officer,  or the President.  The Secretary
shall have  custody of the seal,  if there be one,  of the  Corporation  and the
Secretary or any Assistant  Secretary,  if there be one, shall have authority to
affix the same to any  instrument  requiring  it and when so affixed,  it may be
attested by the  signature  of the  Secretary  or by the  signature  of any such
Assistant  Secretary.  (The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his/her signature). The Secretary shall see that all books, reports, statements,
certificates  and other documents and records  required by statute to be kept or
filed are properly kept or filed, as the case may be.

     Section 4.7(b). Assistant Secretaries.  At the request of the Secretary, or
in his or her absence or incapacity to act, the Assistant Secretary or, if there
be more than one, the Assistant  Secretary  designated by the  Secretary,  shall
perform the duties of the Secretary and when so acting shall have all the powers
of and be  subject  to all the  restrictions  of the  Secretary.  The  Assistant
Secretaries shall perform such other duties as may from time to time be assigned
to them by the Board of Directors  (including by the Chairman of the Board), the
Chief Executive Officer, the President, or the Secretary.

     Section 4.8. Treasurer. The Treasurer shall be the financial officer of the
Corporation, shall keep full and accurate accounts of all collections,  receipts
and  disbursements  in books  belonging to the  Corporation,  shall  deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation,  in  such  depositories  as  may be  designated  by  the  Board  of
Directors,  shall disburse the funds of the Corporation as may be ordered by the
Board of Directors (including by the Chairman of the Board), the Chief Executive
Officer, or the President,  taking proper vouchers therefor, and shall render to
the President,  the Chief Executive Officer,  the Chairman of the Board,  and/or
directors at any meeting of the board,  or whenever  they may require it, and to
the  annual  meeting  of  the  stockholders,  an  account  of  all  his  or  her
transactions as Treasurer and of the financial condition of the Corporation, and
shall  have the  general  powers  and  duties as are  incident  to the office of
Treasurer of a corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in a form and in such sum with surety as shall
be satisfactory to the Board of Directors for the faithful performance of his or
her duties as Treasurer and for the restoration to the Corporation,  in the case
of his or her death,  resignation,  retirement  or removal from  office,  of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession,  or under his or her control, and belonging to the Corporation.  The
Treasurer  shall  perform such other duties as may be prescribed by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President.

     Section  4.9.  Comptroller.  The  Comptroller  shall have  control over all
accounts  and  records of the  Corporation  pertaining  to  moneys,  properties,
materials and supplies,  and shall have executive direction over the bookkeeping
and  accounting  functions  and shall have the general  powers and duties as are
incident to the office of comptroller of a corporation.  The  Comptroller  shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including  by the  Chairman of the Board),  the Chief  Executive  Officer,  the
President, or a Vice President.

     Section 4.10. Other Officers. Such other officers of the Corporation as the
Board of Directors may appoint shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of  Directors.  The Board
of Directors may delegate to any other officer of the  Corporation  the power to
appoint such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                  Capital Stock

     Section 5.1.  Form and  Execution of  Certificates.  The  certificates  for
shares  of the  capital  stock  of the  Corporation  shall  be of such  form and
content, not inconsistent with statute and the Certificate of Incorporation,  as
shall be  approved  by the  Board of  Directors.  Every  holder  of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation,  by (i)  either the  Chairman  of the  Board,  the Chief  Executive
Officer,  the President or a Vice President and (ii) by any one of the following
officers:  the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an
Assistant  Treasurer.  All certificates shall be consecutively  numbered in each
class  of  shares.  The  name  and  address  of the  person  owning  the  shares
represented  thereby,  with the number of shares and the date of issue, shall be
entered on the Corporation's books.

     Section 5.2. Signatures.  Any or all of the signatures on a certificate may
be a facsimile thereof. In case any officer, transfer agent or registrar who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he/she  were such  officer,  transfer  agent or  registrar  at the date of
issue.

     Section 5.3.  Lost  Certificates.  The Board of Directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate,  or his/her  legal  representative,  to advertise  the same in such
manner as the Board of Directors  shall require and/or to give the Corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

     Section  5.4.  Transfers.  The capital  stock of the  Corporation  shall be
transferable in the manner  provided by statute and in these By-Laws.  Transfers
of shares shall be made on the books of the Corporation only by the person named
in the certificate or by his/her  attorney  lawfully  constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled before a
new certificate shall be issued.

     Section 5.5.  Record Date. In order that the  Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any change,  conversion  or  exchange of stock,  or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty days nor less than ten days
before  the date of such  meeting,  nor more than  sixty days prior to any other
action.  A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by statute.

                                   ARTICLE VI

                                     Notices

     Section 6.1. Notices.  Whenever written notice is required by statute,  the
Certificate  of  Incorporation,  or these  By-Laws to be given to any  director,
member  of a  committee,  or  stockholder,  such  notice  may be  given by mail,
addressed to each such person,  at his/her  address as it appears on the records
of the  Corporation,  with  postage  thereon  prepaid,  and such notice shall be
deemed to be given at the time when the same  shall be  deposited  in the United
States mail,  or as otherwise  provided by statute.  Written  notice may also be
given personally or by telegram, telex or cable.

     Section 6.2. Waivers of Notice. Whenever any notice is required by statute,
the Certificate of Incorporation,  or these By-Laws to be given to any director,
member of a committee,  or stockholder,  a waiver thereof in writing,  signed by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               General Provisions

     Section  7.1.   Dividends.   Dividends   upon  the  capital  stock  of  the
Corporation,   subject  to  any  provision   imposed  by  the   Certificate   of
Incorporation,  may be  declared  by the Board of  Directors  at any  regular or
special  meeting,  or by written consent to the action of the Board of Directors
without such meeting(s),  and may be paid in cash, in property,  or in shares of
the capital stock. Before payment of any dividend, there may be set aside out of
any funds of the  Corporation  available for  dividends  such sum or sums as the
Board of Directors from time to time, in its absolute  discretion,  deems proper
as a reserve or reserves to meet contingencies,  or for equalizing dividends, or
for repairing or maintaining any property of the Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

     Section  7.2.  Disbursements.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors  may from time to time  designate.  Section
7.3. Voting  Securities Owned by the Corporation.  Powers of attorney,  proxies,
waivers  of notice  of  meeting,  consents  and other  instruments  relating  to
securities owned by the Corporation may be executed in the name of and on behalf
of the  Corporation by the Chief  Executive  Officer,  the  President,  any Vice
President,  the Secretary, or any Assistant Secretary, and any such officer may,
in the name of and on behalf  of the  Corporation,  take all such  action as any
such officer may deem  advisable to vote in person or by proxy at any meeting of
security  holders of any corporation in which the Corporation may own securities
and at any such  meeting  shall  possess and may exercise any and all rights and
power  incident to the  ownership  of such  securities  and which,  as the owner
thereof,  the  Corporation  might have  exercised and possessed if present.  The
Board of Directors may, by resolution, from time to time confer like powers upon
any other person or persons.

     Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December each year.

     Section 7.5.  Corporate Seal. The seal of the Corporation (if there be one)
shall  have  inscribed  thereon  the  name of the  Corporation,  the year of its
incorporation,  the words  "Corporate  Seal" and "Delaware",  and any such other
emblem or device as approved by the Board of Directors.  The seal may be used by
causing it or a  facsimile  thereof to be  impressed  or affixed or in any other
manner reproduced.

                                  ARTICLE VIII

                                 Indemnification

     Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than
Those By or in the Right of the  Corporation.  Subject  to  Section  8.3 of this
Article  VIII,  and to the  extent  allowable  by  law,  the  Corporation  shall
indemnify  any  person  who was or is a party to or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  Corporation)  by reason of the fact that he/she is or
was a director or officer of the Corporation, or is or was a director or officer
of the  Corporation  serving at the request of the  Corporation as a director or
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  employee benefit plan or other enterprise,  against expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by  him/her  in  connection  with  such  action,  suit  or
proceeding,  if he/she acted in good faith,  and, in a manner he/she  reasonably
believed to be in or not opposed to the best interests of the Corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe  his/her conduct was unlawful.  The  termination of any action,  suit or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person  did  not act in good  faith  and in a  manner  which  he/she  reasonably
believed to be in or not opposed to the best interests of the  Corporation  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that his/her conduct was unlawful.

     Section 8.2.  Power to Indemnify in Actions,  Suits or Proceedings By or in
the Right of the  Corporation.  Subject to Section 8.3 of this Article VIII, and
to the extent  allowable by law, the Corporation  shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action or suit by or in the right of the  Corporation to procure a
judgment  in its favor by reason of the fact that he/she is or was a director or
officer  of  the  Corporation,  or is or  was  a  director  or  officer  of  the
Corporation  serving at the request of the  Corporation as a director,  officer,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee benefit plan or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him/her in connection with the defense
or  settlement  of such  action or suit if he/she  acted in good  faith and in a
manner he/she reasonably  believed to be in or not opposed to the best interests
of the Corporation;  except that no indemnification  shall be made in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable for negligence or misconduct in the performance of his/her duty to the
Corporation,  unless and only to the extent  that the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the court shall deem proper.

     Section 8.3.  Authorization of Indemnification.  Any indemnification  under
this Article VIII (unless  ordered by a court) shall be made by the  Corporation
only  as  allowable  by  law  and as  authorized  in the  specific  case  upon a
determination that  indemnification of the present or former director or officer
is proper in the circumstances because he/she has met the applicable standard of
conduct  set forth in Section 8.1 or Section 8.2 of this  Article  VIII,  as the
case may be. Such determination  shall be made with respect to a person who is a
director  or  officer  at the time of such  determination,  (i) by the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties to such  action,  suit or  proceeding,  or (ii) by a  committee  of such
directors designated by majority vote of such directors, even though less than a
quorum;  or (iii) if such a quorum is not  obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion,  or (iv) by the stockholders.  To the extent,  however,  that a
director  or officer of the  Corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or proceeding  described  above, or in
defense of any  claim,  issue or matter  therein,  he/she  shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection  therewith,  without the necessity of authorization in the
specific case.

          Any  determination   made  by  the   disinterested   directors  or  by
     independent legal counsel under this section shall be promptly communicated
     to the person  who  threatened  or brought  the action or suit by or in the
     right of the  Corporation  under  Section 8.1 and 8.2 of this Article VIII,
     and, within ten days after receipt of such notification, such persons shall
     have the right to petition the court (at the courts'  discretion)  in which
     such  action or suit was  brought  to  review  the  reasonableness  of such
     determination.

     Section 8.4. Good Faith Defined.  For purposes of any  determination  under
Section 8.3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner he/she reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  or, with respect to any criminal  action or
proceeding,  to have had no  reasonable  cause to believe  his/her  conduct  was
unlawful,  if his/her  action is based on the records or books of account of the
Corporation or another enterprise,  or on information supplied to him/her by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the  Corporation or another  enterprise or
on  information  or records given or reports made to the  Corporation or another
enterprise by an independent certified public accountant,  or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise. The term "another enterprise" as used in this Section 8.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the Corporation as a director,  officer, employee or agent. The provisions of
this  Section 8.4 shall not be deemed to be exclusive or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Sections  8.1 or 8.2 of this Article  VIII,  as
the case may be.

     Section  8.5.  Indemnification  by a Court.  Notwithstanding  any  contrary
determination  in the specific case under Section 8.3 of this Article VIII,  and
notwithstanding  the absence of any  determination  thereunder,  any director or
officer  may  apply  to any  court of  competent  jurisdiction  in the  State of
Delaware for indemnification to the extent otherwise  permissible under Sections
8.1 and 8.2 of this Article VIII. The basis of such  indemnification  by a court
shall be a determination by such court that  indemnification  of the director or
officer is proper in the  circumstances  because  he/she has met the  applicable
standards of conduct set forth in Sections 8.1 or 8.2 of this Article  VIII,  as
the case may be.  Neither a contrary  determination  in the specific  case under
Section 8.3 of this Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or  officer  seeking  indemnification  has not met any  applicable  standard  of
conduct. Notice of any application for indemnification  pursuant to this Section
8.5  shall  be  given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director or officer seeking
indemnification  shall also be entitled  to be paid the  expense of  prosecuting
such application.

     Section 8.6.  Expenses Payable in Advance.  To the extent allowable by law,
expenses  incurred  by a director or officer in  defending  or  investigating  a
threatened or pending action,  suit or proceeding may be paid by the Corporation
in advance of the final  disposition  of such action,  suit or  proceeding  upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such amount if it shall  ultimately be determined that he/she is not entitled to
be indemnified by the Corporation as authorized in this Article VIII.

     Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses.
The  indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any other provision of these By-Laws, or similarly entitled under any agreement,
contract,  vote of stockholders or disinterested  directors,  or pursuant to the
direction  (howsoever  embodied)  of any  court  of  competent  jurisdiction  or
otherwise,  both as to action in his/her  official  capacity and as to action in
another  capacity  while  holding  such  office,  it  being  the  policy  of the
Corporation that  indemnification  of the persons  specified in Sections 8.1 and
8.2 of this  Article  VIII  shall be made to the  fullest  extent  permitted  by
statute. The provisions of this Article VIII shall not be deemed to preclude the
indemnification  of any person who is not  specified  in Sections  8.1 or 8.2 of
this Article  VIII,  but whom the  Corporation  has the power or  obligation  to
indemnify  under  the  provisions  of  statute  of the  State  of  Delaware,  or
otherwise.

     Section 8.8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the  Corporation,
or is or was a director or officer of the Corporation  serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  against any  liability  asserted  against  him/her  and  incurred by
him/her in any such capacity,  or arising out of his/her status as such, whether
or not the  Corporation  would  have the power or the  obligation  to  indemnify
him/her against such liability under the provisions of this Article VIII.

     Section  8.9.  Certain  Definitions.  For  purposes of this  Article  VIII,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such  constituent  corporation,  or is or was a  director  or  officer  of  such
constituent  corporation serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article VIII with respect to the
resulting  or  surviving  corporation  as he/she would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the  request of the  Corporation"  shall  include  any service as a director,
officer,  employee  or agent of the  Corporation  which  imposes  duties  on, or
involves  services  by,  such  director or officer  with  respect to an employee
benefit plan, its participants or beneficiaries;  and a person who acted in good
faith and in a manner he/she reasonably  believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to  have  acted  in  a  manner  "not  opposed  to  the  best  interests  of  the
Corporation", as referred to in this Article VIII.

     Section 8.10. Survival of Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     Section  8.11.  Limitation  on  Indemnification.  Notwithstanding  anything
contained  in this  Article  VIII to the  contrary,  except for  proceedings  to
enforce  rights to  indemnification  (which  shall be  governed  by Section  8.5
hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

          The  Corporation  shall  indemnify  a present  or former  director  or
     officer who was wholly successful,  on merits or otherwise,  in the defense
     of any  proceedings  as set forth in  Section  8.1 or  Section  8.2 of this
     Article VIII, to which he/she was a party because  he/she was a director of
     the  Corporation   against  reasonable  expenses  incurred  by  him/her  in
     connection with the proceeding.

     Section 8.12. Indemnification of Employees and Agents. The Corporation may,
to the extent  authorized  from time to time by the Board of Directors,  provide
rights to  indemnification  and to the  advancement of expenses to employees and
agents of the  Corporation,  similar to those  conferred in this Article VIII to
directors and officers of the Corporation.

                                   ARTICLE IX

                                   Amendments

     Section 9.1. Amendments. These By-Laws may be altered, amended or repealed,
in whole or in part, or new By-Laws may be adopted:  (i) by the affirmative vote
of a majority of the  holders of record of the  outstanding  shares  entitled to
vote thereon, or by the written consent of the holders of record of a two-thirds
majority of the  outstanding  shares  entitled to vote  thereon,  except as such
alteration,  amendment  or  repeal  by  any  vote  or  written  consent  of  the
stockholders is otherwise expressly prohibited by statute; or (ii) by a majority
vote of the Board of Directors,  or by unanimous  written  consent of the board,
except  as such  alteration,  amendment  or  repeal by any vote or action of the
board is otherwise expressly prohibited by statute.

                                    ARTICLE X

                                Emergency By-Laws

     Section 10.1.  Emergency By-Laws.  The Emergency By-Laws shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United  States or on a locality  in which the  Corporation
conducts its business or customarily holds meetings of its Board of Directors or
its  stockholders,  or during  any  nuclear  or atomic  disaster,  or during the
existence of any catastrophe,  or similar  emergency  condition,  as a result of
which a quorum of the Board of Directors or a standing  committee thereof cannot
readily be convened for action, notwithstanding any provision to the contrary in
the preceding By-Laws,  in the Certificate of Incorporation,  or in the statute.
To the extent not  inconsistent  with the  provisions of this Section 10.1,  the
By-Laws of the Corporation shall remain in effect during any emergency, and upon
its  termination,  the  Emergency  By-Laws  shall  cease  to be  operative.  Any
amendments  to  these  Emergency  By-Laws  may  make any  further  or  different
provision  that may be  practical  and  necessary  for the  circumstance  of the
emergency.

          During any such emergency:  (A) a meeting of the Board of Directors or
     a  committee  thereof  may be  called by any  officer  or  director  of the
     Corporation. Notice of the time and place of the meeting or conference call
     shall be given by the person  calling the meeting to such of the  directors
     as it may be feasible to reach by any means of  communication.  Such notice
     shall be given at such time in  advance  of the  meeting  as  circumstances
     permit in the judgment of the person calling the meeting;  (B) the director
     or directors in attendance at the meeting  shall  constitute a quorum;  (C)
     the officers or other persons designated on a list approved by the Board of
     Directors  before the emergency,  all in such order of priority and subject
     to such  conditions and for such period of time (not longer than reasonably
     necessary after the termination of the emergency) as may be provided in the
     resolution  approving the list,  shall, to the extent required to provide a
     quorum at any meeting of the Board of  Directors,  be deemed the  directors
     for such meeting;  (D) the Board of Directors,  either before or during any
     such  emergency,  may  provide,  and  from  time to time  modify,  lines of
     succession  in the event that during such  emergency any or all officers or
     agents of the  Corporation  shall for any reason be rendered  incapable  of
     discharging  their  duties;  (E) the Board of  Directors,  either before or
     during any such emergency, may, effective in the emergency, change the head
     office or designate  several  alternative head offices or regional offices,
     or  authorize  the  officers  so to do; and (F) to the extent  required  to
     constitute a quorum at any meeting of the Board of Directors during such an
     emergency, the officers of the Corporation who are present shall be deemed,
     in order of rank  and  within  the  same  rank in order of  seniority,  the
     directors for such meeting.

          No  officer,  director  or  employee  acting  in  accordance  with any
     provision of these  Emergency  By-Laws  shall be liable  except for willful
     misconduct.

          These Emergency  By-Laws shall be subject to alteration,  amendment or
     repeal by the further  actions of the Board of Directors or stockholders of
     the Corporation.

EX-99

                            CERTIFICATE OF CONVERSION
                       FROM A LIMITED LIABILITY COMPANY TO
                      A CORPORATION PURSUANT TO SECTION 265
                     OF THE DELAWARE GENERAL CORPORATION LAW



1.   The date on which the limited liability company was first formed is January
     9, 2004.

2.   The name of the limited liability company  immediately prior to filing this
     Certificate is Cinergy Solutions of San Diego, LLC.

3.   The  name  of  the   corporation  as  set  forth  in  the   Certificate  of
     Incorporation  filed in accordance with Section 265(b) is Cinergy Solutions
     of San Diego, Inc.

4.   The limited  liability company herein being converted is duly organized and
     existing under the laws of Delaware.




                                                     By:  Julia S. Janson
                                                     --------------------
                                                            Secretary

EX-99

                          CERTIFICATE OF INCORPORATION

                                       OF

                      Cinergy Solutions of San Diego, Inc.


          The undersigned, for the purpose of organizing a corporation under the
     General Corporation Law of the State of Delaware, certifies:

          FIRST: The name of the corporation is:

                      Cinergy Solutions of San Diego, Inc.

          SECOND:  The  address of the  corporation's  registered  office in the
     State of Delaware is the  Corporation  Trust  Center,  1209 Orange  Street,
     Wilmington,  Delaware  19801,  County  of  New  Castle.  The  name  of  its
     registered agent at such address is The Corporation Trust Company.

          THIRD:  The purpose of the  corporation is to engage in any lawful act
     or  activity  for which  corporations  may be  organized  under the General
     Corporation Law of the State of Delaware.

          FOURTH:  The total  number of  shares of stock  which the  corporation
     shall have authority to issue is five hundred (500) shares of common stock,
     without par value.

          FIFTH:  The name and mailing address of the  incorporator is, 139 East
     Fourth Street, 25 AT II, Cincinnati, Ohio 45202.

          SIXTH: A director of the corporation shall not be personally liable to
     the  corporation  or its  stockholders  for monetary  damages for breach of
     fiduciary  duty as a director,  except for  liability (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for  acts or  omissions  not in good  faith or  which  involve  intentional
     misconduct  or a knowing  violation of law,  (iii) under Section 174 of the
     Delaware  General  Corporation  Law, or (iv) for any transaction from which
     the director derived any improper personal benefit. If the Delaware General
     Corporation Law is amended after the date of the filing of this Certificate
     to authorize  corporate action further eliminating or limiting the personal
     liability of directors,  then the liability of director of the  corporation
     shall be  eliminated  or limited to the  fullest  extent  permitted  by the
     Delaware General  Corporation Law, as so amended. No repeal or modification
     of this Article SIXTH shall apply to or have any effect on the liability or
     alleged liability of any director of the corporation for or with respect to
     any acts or omissions of such  director  occurring  prior to such repeal or
     modification.

          SEVENTH:  The  directors  shall  have  power to make,  alter or repeal
     by-laws, except as may otherwise be provided in the by-laws.

          EIGHTH:  Elections of directors need not be by written ballot,  except
     as may otherwise be provided in the by-laws.

          WITNESS my signature this ______ day of January, 2004.



                                                ______________________________
                                                Julia S. Janson
                                                Sole Incorporator

EX-99

                            CERTIFICATE OF AMENDMENT

                                       TO

                            CERTIFICATE OF FORMATION

                                       OF

                            eVENT (TRIPLE POINT) LLC

                      Under Section 18-201 of the Delaware
                          Limited Liability Company Act


It is hereby certified that:

1.   The name of the limited liability company  (hereinafter called the "limited
     liability company") is eVent (Triple Point) LLC.

2.   The certificate of formation of the limited  liability company is hereby by
     striking  out Article  FIRST  thereof and by  substituting  in lieu of said
     Article the following new Article:


     FIRST.  The name of the limited  liability  company  formed hereby is eVent
     Resources Holdings LLC.


Executed on September 24, 2002.



/s/  Robert M. Davies
- ---------------------
Name:  Robert M. Davies
Title:  Authorized Person

EX-99.2B

BY-LAWS

OF

CINERGY RISK SOLUTIONS LTD.

ARTICLE I

ARTICLES OF INCORPORATION

        The name, location of the registered office, the registered agent, and the purposes and powers of the Corporation shall be as set forth in the Articles of Incorporation, and these By-laws; the purposes and powers of the Corporation and of its directors and shareholders, and all matters concerning the conduct and regulation of the business of the Corporation shall be subject to such provisions in regards thereto, if any, as are set forth in the Articles of Incorporation; and the Articles of Incorporation are hereby made a part of these By-laws.

        All reference in these By-laws to the Articles of Incorporation shall be construed to mean the Articles of Incorporation of the Corporation as from time to time amended.

ARTICLE II

SHAREHOLDERS

        Section 1. Annual Meeting. The annual meeting of the shareholders commencing with the year 2004 shall be held at such place and time and on such date as may be specified in the notice of meeting or in a duly executed waiver thereof. The purpose of the annual meeting shall be to elect a Board of Directors and to transact such other business as may properly be brought before the meeting. Election of directors and of the Secretary need not be by written ballot. Purposes for which an annual meeting is to be held, additional to those prescribed by law, by the Articles of Incorporation and by these By-laws, may be specified by the President, the Board of Directors, or the Secretary upon the written request of the shareholder entitled to vote at the meeting on such additional purposes. Failure to hold an annual meeting of shareholders shall not work a forfeiture or dissolution of the Corporation. If the annual meeting is not held, a special meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting. Such special meeting shall be called in the same manner and as provided for in Article II, Section 2 hereof, relating to special meetings of the shareholders.

        Section 2. Special Meetings. Special meetings of the shareholders may be called by the President, the Board of Directors, the Secretary, or the Secretary upon the written request of a shareholder, for any purpose. Special meetings shall be held at the registered office of the Corporation in Vermont, or at such other place either within or without the State of Vermont, and on such date and hour as shall be fixed by the president, the Board of Directors, or the Secretary upon written request of a shareholder and stated in the notice of the meeting, or in a duly executed waiver thereof.

        Section 3. Notice of Meeting; Waiver. Written notice of the place, date and hour at which an annual or special meeting is to be held shall be given personally or put in the regular mails to the shareholder entitled to vote thereat, not less than ten (10) nor more than fifty (50) days prior to the meeting by or at the direction of the President, the Secretary, or the other persons calling the meeting. Notice of a special meeting shall state, in addition to the foregoing information, the purpose for which it is called. A written Waiver of Notice of a meeting, signed before or after the meeting by the person or persons entitled to notice, shall be deemed equivalent to notice, provided that such Waiver of Notice is inserted in the corporate minute book. Such a writing need not state the purpose of the meeting for which it waives notice. In addition, attendance at an annual or special meeting without protest shall be deemed a waiver of notice.

        Section 4. Quorum. A majority of the shares entitled to vote thereat, present in person or represented by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of the shareholders.

        Section 5. Voting and Proxies. At any meeting of the shareholders the shareholders having the right to vote shall be entitled to vote in person, or by proxy executed in writing by the shareholders or by their duly authorized attorney-in-fact. A proxy shall be filed with the Secretary of the meeting, or any adjournment thereof, before being voted. Unless otherwise provided therein, no proxy shall be valid after eleven months from the date of its execution. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise. Except as otherwise provided by law, or by the Articles of Incorporation, all shareholders of record on the record date for the meeting shall be entitled to vote the shares standing in their name on the books of the Corporation.

        Section 6. Notice and Record Date of Adjourned Meetings. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice in the standard form shall be given to each shareholder of record entitled to vote at the adjourned meeting. A determination of the shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

        Section 7. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who is a shareholder entitled to examine the stock ledger, the books of the Corporation, or to vote in person or by proxy at any meeting of shareholders.

        Section 8. Action Without a Meeting. Any action required to be taken at a meeting of the shareholders of the Corporation, or any action that may be taken at a meeting of the shareholders may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, provided that such consent is inserted in the Corporate minute book. Such consent shall have the same force and effect as an unanimous vote of shareholders and may be stated as such in any articles or documents filed with the Secretary of State.

        Section 9. Accidental Omission of Notice. The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

ARTICLE III

DIRECTORS

        Section 1. Board of Directors; Number, Terms and Quorum. The number of directors which shall constitute the Board of Directors shall be determined by the shareholder at each annual meeting. Except as required by law, directors need not be residents of the State of Vermont or shareholders of the Company. The Board of Directors shall be elected annually by the shareholder at the annual meeting thereof. Each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

        Section 2. Quorum and Voting. The total number of directors constituting a quorum for the transaction of business shall be as stated in the Articles of Incorporation. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except as these By-laws shall otherwise require.

        Section 3. Resignation. Any director may resign at any time upon delivery of his resignation in writing to the President, the Treasurer, the Secretary, or the Board of Directors. Such resignation shall be effective at the date set forth in the notice, and if there is none, then upon receipt.

        Section 4. Committees. The Board of Directors may by resolution passed by majority of the entire board, designate one or more committees, including an executive committee from among the members of the entire board. The board may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the entire board which establishes it and permitted by Vermont law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to any papers which may require it. Any director may be a member of more than one committee. The procedures to be followed by such committees with respect to quorum, voting and other such matters shall be the same as those specified for meetings of directors.

        Section 5. Telephone Meetings and Written Consents. Any action required or permitted to be taken at any meeting of the Board of Directors or committees thereof may be taken by telephone conference call, between at least a majority of the directors, or may also be taken without a meeting if all members of the board or committee, as the case may be, consent to such action in writing and the writing or writings are filed in the minute book of the board or committee.

        Section 6. Vacancies and Newly-Created Directorships. If any vacancies occur on the Board of Directors by reason of the death, immediately effective resignation, retirement or removal from office of any director, the shareholders or all the directors then in office, although less than a quorum, may by a majority vote choose a successor or successors. Unless sooner displaced, the directors so chosen shall hold office until the election of their successors at the next annual meeting of shareholders. In the event that one or more directors tenders a resignation from the board effective at a future date, which date is prior to the next annual meeting of shareholders, the prospective vacancy or vacancies shall be filled by vote of a majority of shareholders or the directors then in office, although less than a quorum, including those who have so resigned. Such vote shall take effect when such resignation or resignations shall become effective and each director so chosen shall, unless sooner displaced, hold office until the due election and qualification of his successor at the next annual meeting of the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

        Section 7. Place, Time and Notice of Meetings. The directors may hold their meetings in such place or places, within and without the State of Vermont, as the Board of Directors may determine from time to time, except that the directors shall hold at least one meeting annually within the State of Vermont. The Board of Directors shall meet each year immediately after the annual meeting of shareholders, for the purpose of organization, election of officers, and consideration of any other business that may properly come before the meeting. Other meetings of the directors shall be held at the call of the President or of the Secretary or of any one director. Notice of the date, time and place of directors’ meetings shall be given to each director or alternate director entitled thereto by letter, electronic mail or facsimile delivered for transmission not later than during the fifth day immediately preceding the day of the meeting. Such notice may be waived by a director in a writing signed either before or after the meeting for which such notice was required to be given, provided that such waiver of notice is inserted in the minute book, and shall be deemed waived by any director who attends the meeting for which such notice was required to be given, unless such attendance is for the express purpose of objecting to the holding of the meeting. Notice of a later meeting need not be given to any director who attended a prior meeting at which such later meeting was duly called and the time, date and place thereof announced. The provision of Article II Section 9 shall apply Mutatis Mutandis with respect to notices of meetings of Directors.

        Section 8. Chairman of the Meeting. The President of the Corporation, if present and acting, shall preside at all meetings; otherwise, a director chosen by a majority of the board at the meeting shall preside.

        Section 9. Removal of Directors. Any and all directors may, prior to the expiration of such director’s stated term, be removed with or without cause by a vote of a majority of the shares issued and outstanding and entitled to vote at any annual meeting or special meeting called for such purposes.

ARTICLE IV

OFFICERS

        Section 1. Officers. The officers of the Corporation shall consist of a President, a Treasurer, a Vice-President and a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors, one or more Vice-Presidents, Assistant Treasurers and Assistant Secretaries as the directors at their annual meeting or thereafter from time to time may elect or appoint. The President, Vice-President, Secretary and Treasurer shall be elected annually by the directors. Other officers may be chosen by the directors at such meeting or at any other time. Each officer shall hold his office until his successor is elected and qualified or until his earlier death, resignation or removal. Any officer may resign at any time upon delivering his resignation in writing to the President, the Treasurer, the Secretary, or to a meeting of the directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Any officer elected by the Board of Directors may be removed at any time for cause or without cause by majority vote of the Board of Directors taken at a meeting duly called and held. Neither notice nor a hearing need be given to any officer proposed to be so removed. Any vacancy occurring in any office of the Corporation by reason of death, resignation, removal of an officer or otherwise, shall be filled by the Board of Directors in the same manner as provided for ordinary elections of officers by directors, and an officer so chosen shall hold office until the next regular election for that office, or until earlier death, resignation or removal. The salaries of all officers shall be fixed from time to time by the Board of Directors.

        Section 2. President. It shall be the duty of the President to preside at all meetings of the shareholders and all meetings of the Board of Directors and to have general authority over the ordinary course of the business of the Corporation. The President shall be the Chief Executive Officer of the Corporation unless such authority is expressly conferred by the Board of Directors on the office of the Chairman in which event the President shall be the Chief Operating Officer.

        Section 3. Vice-President. The Vice-President, or Vice-Presidents, shall have such powers and duties as shall be assigned to them by the Board of Directors or the President.

        Section 4. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction and under the supervision of the Board of Directors and the President, have general charge of the financial concerns of the Corporation; care and custody of the funds and valuable papers of the Corporation, except his own bond; authority to endorse for deposit or collection all notes, checks, drafts and other obligations for the payment of money payable to the Corporation or its orders, and to accept drafts on behalf of the Corporation; authority to pay or cause to be paid all dividends voted by the Board of Directors; and shall keep, or cause to be kept, accurate books of account, which shall be the property of the Corporation. If required by the Board of Directors, he shall give bond for the faithful performance of this duty in such form, in such sum, and with such sureties as the directors shall require. Any Assistant Treasurer shall have such powers and duties as the directors or the President may delegate to him.

        Section 5. Secretary and Assistant Secretaries. The Secretary shall, in addition to any duties imposed upon him by virtue of his office pursuant to Vermont law, the Articles of Incorporation or these By-laws, keep an attested copy of the Articles of Incorporation and amendments thereto, and of these By-laws as amended, all of which documents and books shall be kept at the registered office of the Corporation. Unless a transfer agent is appointed, the Secretary shall keep or cause to be kept, at the registered office of the Corporation, the stock and transfer records of the Corporation, in which shall be contained the names of all shareholders, their record addresses, the number of shares held by each, the time when they respectively acquired the shares and the time of any transfers thereof. The Secretary shall also keep a record of the meetings of the directors. The Secretary shall give or cause to be given such notice as may be required of all meetings of shareholders and all meetings of the Board of Directors, and shall keep the seal of the Corporation, if any, and affix it to any instrument when such action is incident to his office or is authorized by the Board of Directors. At the request of the Secretary, or in his absence or inability to act, any Assistant Secretary may perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. In addition, any Assistant Secretary shall have such powers and duties as the directors or the President or Secretary shall delegate to him.

        Section 6. Other Powers and Duties. Subject to these By-laws, each officer shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as the directors or the President may from time to time delegate to him.

ARTICLE V

SHARES OF STOCK

        Section 1. Amount Authorized. The amount of the authorized capital stock and the par value, if any, of the shares authorized shall be fixed in the Articles of Incorporation, as amended from time to time.

        Section 2. Stock Certificates. The shareholder shall be entitled to a certificate representing the shares of the Corporation owned by him, under the corporate seal or a facsimile thereof, in such form as may be prescribed from time to time by the directors. The certificate shall be signed by the President or a Vice-President, and by the Treasurer or the Secretary but when a certificate is countersigned by a transfer agent or a registrar, other than the Corporation itself or an employee thereof, such signature may be facsimiles, engraved or printed. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the time of its issue. Every certificate representing the Corporation’s shares which are subject to any restriction on transfer pursuant to the Articles of Incorporation, the By-laws or any agreement to which the Corporation is a party, shall have the restriction noted conspicuously on the certificate and shall also set forth on the face or back thereof either the full text of the restriction or a statement of the existence of such restriction and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Every certificate representing the Corporation’s shares issued when the Corporation is authorized to issue more than one class or series of shares shall set forth on its face or back either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued or a statement of the existence of such preferences, powers, qualifications, and rights, and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

        Section 3. Transfer. Subject to the restrictions, if any, stated or noted on the certificates, shares may be transferred on the books of the Corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed by the registered holder or by his duly authorized attorney pursuant to a written power of attorney properly executed, and with such proof of the authenticity of signature as the Secretary of the Corporation or its transfer agent may reasonably require, if the Corporation has no notice of any adverse claim. Except as may be otherwise required by law, by the Articles of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of shares as shown on its books as the owner of such shares for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge, or other disposition of such shares, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws. It shall be the duty of each shareholder to notify the Corporation of his mailing address.

        Section 4. Lost or Destroyed Certificates. The Corporation shall issue a new certificate in the place of any certificate theretofore issued where the holder of record of the certificate satisfies the following requirements:

(a)         Claim. Makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken; (b) Timely Request. Requests the issue of a new certificate before the Corporation has notice

that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claims;

(c) Bond. Gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the Corporation may direct, to indemnify the Corporation against any claims that may be made on account of the alleged loss, destruction or theft of the certificates; and

(d) Other Requirements. Satisfies any other reasonable requirements imposed by the Corporation. When a certificate has been lost, apparently destroyed, or wrongfully taken and the holder of record fails to notify the Corporation within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by this certificate before receiving such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or for a new certificate.

        Section 5. Fractional Shares. Certificates representing fractional shares may be issued by the Corporation. No holder of any fractional share shall be entitled to any vote with respect thereto unless, and to the extent that, the holder or holders of fractional shares aggregating one or more full shares unite for the purpose of voting at any such meeting, in which case such holder or holders shall be entitled to one vote at such meeting for each full shares represented by the aggregate of such fractional shares held by such holder or holders.

        Section 6. Payment for Shares. The consideration for the issuance of shares may be paid, in whole or in part, in cash. When payment of the consideration for which shares are to be issued shall have been received by the Corporation such shares shall be deemed to be fully paid and nonassessable. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Corporation. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of the consideration received for shares shall be conclusive. No certificate shall be issued for any shares until the share is fully paid.

ARTICLE VI

MISCELLANEOUS PROVISIONS

        Section 1. Fiscal Year. Except as from time to time determined by the directors, the fiscal year of the Corporation shall end on the last day of December in each year.

        Section 2. Seal. The seal of the Corporation shall, subject to alteration by the directors, consist of a flathead, circular die with the words “Vermont”, “Cinergy Risk Solutions Ltd. — Corporate Seal” and “2004" engraved thereon. It shall not be required that the Corporation obtain a seal.

        Section 3. Registered Office and Registered Agent. The address of the registered agent shall be as set forth in the Articles of Incorporation. The books of the Corporation including its stock ledger, books of account, and minute books, shall be kept at the registered office of the Corporation or its Secretary.

        Section 4. Agents. The Board of Directors may appoint agents of the Corporation possessing authority as broad as is not inconsistent with these By-laws or applicable law.

        Section 5. Voting of Shares in Other Corporations. Except as the directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons to act as proxy or attorney in fact for this Corporation (with or without power of substitution), at any meeting of shareholders of any other corporation or organization, the securities of which may be held by this Corporation.

        Section 6. Amendments. These By-laws may at any time be repealed, altered or amended by vote of the directors or the shareholders.

ARTICLE VII

NOTES, CHECKS, DRAFTS AND CONTRACTS

        Section 1. The Notes, Checks and Drafts. The notes, checks and drafts of the corporation shall be signed by such person or persons as the Board of Directors may from time to time designate and in the absence of such designation by the Treasurer. Manual signature or signatures shall be required on all notes and drafts of the Corporation. In the case of checks of the Corporation, either manual or facsimile signature or signatures may be used.

        Section 2. Contracts. Contracts of the Corporation shall be executed by such person or persons as may be generally designated by the Board of Directors and, in the absence of such designation, by the President, a Vice-President or the Treasurer.

ARTICLE VIII

DIVIDENDS AND RESERVES

        Section 1. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor, at any regular or special meeting declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the Corporation.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

        Section 1. Indemnification Policy. To the extent allowable by law, the Corporation shall indemnify its directors, and, by affirmative vote of a majority of its directors, may indemnify its officers, employees and agents, against any liability incurred by any of them in their capacity as such, in accordance with the provisions contained in this Article IX.

        Section 2. Third Party Suits. To the extent allowable by law, the Corporation shall indemnify any person made or threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than by action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons, as described above, in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

        Section 3. Derivative Actions. To the extent allowable by law, the Corporation shall indemnify any person made or threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his/her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

        Section 4. Payment in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors and allowable by law in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IX.

        Section 5. Non-exclusivity. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

        Section 6. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IX.

CERTIFICATE OF SECRETARY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned does hereby certify that the undersigned is the Secretary of Cinergy Risk Solutions Ltd., a corporation duly organized and existing under and by virtue of the laws of the State of Vermont; that the above and foregoing By-laws of said corporation were duly and regularly adopted as such by the Board of Directors of said corporation; and that the above and foregoing By-laws are now in full force and effect.

Dated: _____________________________, 2004
	_________________________________ Secretary

EX-99

CERTIFICATE OF INCORPORATION

OF

Cinergy Solutions — Utility, Inc.

        The undersigned, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, certifies:

        FIRST: The name of the corporation is: Cinergy Solutions - Utility, Inc.

        SECOND: The address of the corporation’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

        THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

        FOURTH: The total number of shares of stock which the corporation shall have authority to issue is five hundred (500) shares of common stock, without par value.

        FIFTH: The name and mailing address of the incorporator is Cecilia Temple, 139 East Fourth Street, 25 AT II, Cincinnati, Ohio 45202.

        SIXTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. No repeal or modification of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such repeal or modification.

        SEVENTH: The directors shall have power to make, alter or repeal by-laws, except as may otherwise be provided in the by-laws.

        EIGHTH: Elections of directors need not be by written ballot, except as may otherwise be provided in the by-laws.

        WITNESS my signature this 27^TH day of September, 2004.

/s/ Ceclia Temple
    Cecilia Temple
    Sole Incorporator

EX-99.B

BY-LAWS

OF

Cinergy Solutions — Utility, Inc.

September 27, 2004

                                      TABLE OF CONTENTS

                                          ARTICLE I
                                           Offices
                                           -------

Section 1.1.      Offices.                                                           1

                                         ARTICLE II
                                   Stockholders' Meetings
                                   ----------------------

Section 2.1.      Annual Meeting.                                                    1
Section 2.2.      Notice of Annual Meeting.                                          1
Section 2.3.      Special Meetings.                                                  1
Section 2.4.      Notice of Special Meeting.                                         1
Section 2.5.      Waiver of Notice.                                                  2
Section 2.6.      Quorum.                                                            2
Section 2.7.      Voting.                                                            2
Section 2.8.      Written Consent of Stockholders in Lieu of Meeting.                2

                                         ARTICLE III
                                          Directors
                                          ---------

Section 3.1.      Duties and Powers.                                                 3
Section 3.2.      Number and Election of Directors.                                  3
Section 3.3.      Vacancies.                                                         3
Section 3.4.      Meetings.                                                          3
Section 3.5.      Quorum.                                                            3
Section 3.6.      Actions of Board.                                                  4
Section 3.7.      Meetings by Means of Conference Telephone.                         4
Section 3.8.      Committees.                                                        4
Section 3.9.      Compensation                                                       4
Section 3.10.     Contracts and Transactions Involving Directors                     4

                                         ARTICLE IV
                                          Officers
                                          --------

Section 4.1.      Officers.                                                          5
Section 4.2.      Appointment, Terms, and Vacancies.                                 5
Section 4.3.      Chairman of the Board.                                             5
Section 4.4.      Chief Executive Officer                                            6
Section 4.5.      President.                                                         6
Section 4.6.      Vice Presidents.                                                   6
Section 4.7(a).   Secretary.                                                         6
Section 4.7(b).   Assistant Secretaries.                                             6
Section 4.8.      Treasurer.                                                         7
Section 4.9.      Comptroller.                                                       7
Section 4.10.     Other Officers.                                                    7


                                          ARTICLE V
                                        Capital Stock
                                        -------------

Section 5.1.      Form and Execution of Certificates.                                7
Section 5.2.      Signatures.                                                        8
Section 5.3.      Lost Certificates.                                                 8
Section 5.4.      Transfers.                                                         8
Section 5.5.      Record Date.                                                       8
Section 5.6.      Beneficial Ownership Rights.                                       8

                                         ARTICLE VI
                                           Notices
                                           -------

Section 6.1.      Notices.                                                           9
Section 6.2.      Waivers of Notice.                                                 9

                                         ARTICLE VII
                                     General Provisions
                                     ------------------

Section 7.1.      Dividends.                                                         9
Section 7.2.      Disbursements.                                                     9
Section 7.3.      Voting Securities Owned by the Corporation.                        9
Section 7.4.      Fiscal Year.                                                      10
Section 7.5.      Corporate Seal.                                                   10

                                        ARTICLE VIII
                                       Indemnification
                                       ---------------

Section 8.1.      Power to Indemnify in Actions, Suits or Proceedings
                      Other than Those By or in the Right of the Corporation.       10
Section 8.2.      Power to Indemnify in Actions, Suits or Proceedings
                  By or in the Right of the Corporation.                            10
Section 8.3.      Authorization of Indemnification.                                 11
Section 8.4.      Good Faith Defined.                                               11
Section 8.5.      Indemnification by a Court.                                       12
Section 8.6.      Expenses Payable in Advance.                                      12
Section 8.7.      Nonexclusivity of Indemnification and Advancement of Expenses.    12
Section 8.8.      Insurance.                                                        12
Section 8.9.      Certain Definitions.                                              13
Section 8.10.     Survival of Indemnification and Advancement of Expenses.          13
Section 8.11.     Limitation on Indemnification.                                    13
Section 8.12.     Indemnification of Employees and Agents.                          13

                                         ARTICLE IX
                                         Amendments
                                         ----------

Section 9.1.      Amendments.                                                       14

                                          ARTICLE X
                                      Emergency By-Laws
                                      -----------------

Section 10.1.     Emergency By-Laws.                                                14

By-Laws

Of

Cinergy Solutions — Utility, Inc.

(hereinafter called the “Corporation”)

ARTICLE I

Offices

        Section 1.1. Offices. To the extent not otherwise provided in the Certificate of Incorporation, the principal office of the Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such other offices at such other places as the Board of Directors may from time to time determine, or as the business of the Corporation may require.

ARTICLE II

         Stockholders’ Meetings

        Section 2.1. Annual Meeting. The annual meeting of the stockholders may be held at such place, time, and date designated by the Board of Directors for the election of directors, the consideration of the reports to be laid before the meeting, and the transaction of such other business as may be brought before the meeting.

        Section 2.2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each stockholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days and not more than forty-five (45) days prior to the meeting.

        Section 2.3. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold in the aggregate the express percentage, as provided by statute, of all shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call.

        Section 2.4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each stockholder entitled to vote thereat, at least twenty (20) days and not more than forty-five (45) days prior to the meeting.

        Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any meeting of stockholders may be waived by the written assent of every stockholder entitled to notice, filed with or entered upon the records of the meeting, either before or after the holding thereof. It shall not be required to specify in the waiver of notice either the purpose of such meeting or the business to be transacted at such meeting. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

        Section 2.6. Quorum. The holders of shares entitling them to exercise a majority of the voting power, or, if the vote is to be taken by classes, the holders of shares of each class entitling them to exercise a majority of the voting power of that class, present in person or by proxy at any meeting of the stockholders, unless otherwise specified by statute, shall constitute a quorum.

        If, however, at any meeting of the stockholders, a quorum shall fail to attend in person or by proxy, a majority in interest of the stockholders attending in person or by proxy at the time and place of such meeting may adjourn the meeting from time to time without further notice (unless the meeting has been adjourned for over thirty days), other than by announcement at the meeting at which such adjournment is taken, until a quorum is present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called.

        Section 2.7. Voting. At each meeting of the stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock of the class or classes entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date, not later than such time as expressly provided by statute, prior to said meeting unless some other definite period of validity shall be expressly provided therein.

        Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his or her name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting or, if no date has been fixed, then as expressly provided by statute. Cumulative voting shall be permitted only as expressly provided by statute.

        At any meeting of stockholders, a list of stockholders entitled to vote, alphabetically arranged, showing the number and classes of shares held by each on the date fixed for closing the books against transfers or the record date fixed as hereinbefore provided (or if no such date has been fixed, then as hereinbefore stated as expressly provided by statute) shall be produced on the request of any stockholder, and such list shall be prima facie evidence of the ownership of shares and of the right of stockholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares.

        Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action required or permitted by statute, the Certificate of Incorporation, or these By-Laws, to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the stockholders entitled to vote thereon. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the records of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein.

ARTICLE III

Directors

        Section 3.1. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute, the Certificate of Incorporation, or these By-Laws, directed or required to be exercised or done by the stockholders.

        Section 3.2. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed by the Board of Directors. Directors shall be elected annually by stockholders at their annual meeting, in a manner consistent with statute and as provided in Article II, Section 2.8 of these By-Laws, and each director so elected shall hold office until his/her successor is duly elected and qualifies, or until his/her earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders and shall fulfill residency requirements as and if provided by statute. Any director may be removed at any time with or without cause by a majority vote of the stockholders, unless otherwise provided by statute.

        Section 3.3. Vacancies. Vacancies and newly created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, and the directors so chosen shall hold office for the unexpired term of the predecessor and/or until the next annual meeting of stockholders, and until their successors are duly elected and qualify, or until their earlier resignation or removal.

        Section 3.4. Meetings. Regular meetings of the Board of Directors may be held at such time, place, and upon such notice as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by members of the board (the express percentage of the latter as minimally provided for by statute). Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail (not less than forty-eight (48) hours before the date of the meeting), by telephone or telegram (on twenty-four (24) hours’ notice) or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

        Section 3.5. Quorum. Except as may be otherwise specifically provided for by statute, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

        Section 3.6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and the writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specified a prior or subsequent effective date.

        Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee(s) thereof, may participate in a meeting of the Board of Directors, or of such committee(s), as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.

        Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate, from time to time as they may see fit, one or more committees, each such committee to consist of three or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by statute and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

        Section 3.9. Compensation. Each director of the Corporation (other than directors who are salaried officers of the Corporation or any of its affiliates) shall be entitled to receive as compensation for services such reasonable compensation, which may include pension, disability and death benefits, as may be determined from time to time by the Board of Directors. Reasonable compensation may also be paid to any person other than a director officially called to attend any such meeting.

        Section 3.10. Contracts and Transactions Involving Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose if: (i) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee, which authorizes the contract or transaction.

ARTICLE IV

Officers

        Section 4.1. Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may consist of a Chairman of the Board, a Chief Executive Officer, a Comptroller, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the Board of Directors shall from time to time deem necessary. Any number of offices may be held by the same person, unless otherwise prohibited by statute, the Certificate of Incorporation, or these By-Laws.

        Section 4.2. Appointment, Terms, and Vacancies. The Board of Directors, at its first meeting held after each annual meeting of stockholders of the Corporation (i.e., the annual organization meeting of the Board of Directors), shall appoint the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors, and such officers shall hold office until their successors are chosen and shall qualify, or until their earlier resignation or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

        Section 4.3. Chairman of the Board. The Chairman of the Board, if there be one, shall be a director and shall preside at all meetings of the Board of Directors and, in the absence or incapacity of the Chief Executive Officer and the President, meetings of the stockholders, and shall, subject to said Board’s direction and control, be the Board of Directors’ representative and medium of communication, and shall have the general powers and duties as are incident to the office of Chairman of the Board of a corporation.

        Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there be one, shall preside at all meetings of the stockholders and, in the absence or incapacity of the Chairman of the Board, meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require be brought to their notice. Where the offices of Chief Executive Officer and President are held by different individuals, the President will report directly to the Chief Executive Officer.

        Section 4.5. President. The President shall be the chief operating officer of the Corporation, and shall have general and active management and direction of the affairs of the Corporation, shall have supervision of all departments and of all officers of the Corporation, shall see that the orders and resolutions of the Board of Directors, or of any committee(s) thereof, are carried fully into effect, and shall have the general powers and duties of supervision and management as are incident to the office of President of a corporation. In the absence or incapacity of the Chief Executive Officer, the President also shall be the Chief Executive Officer of the Corporation.

        Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties as the Board of Directors shall from time to time require. In the absence or incapacity of the President, the Vice President designated by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President shall exercise the powers and duties of the President.

        Section 4.7(a). Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders of the Corporation, and act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, shall record all written business transactions, shall perform like duties for the standing committees when required, and shall have the general powers and duties as are incident to the office of Secretary of a corporation. The Secretary shall give, or cause to be given, proper notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. The Secretary shall have custody of the seal, if there be one, of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. (The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature). The Secretary shall see that all books, reports, statements, certificates and other documents and records required by statute to be kept or filed are properly kept or filed, as the case may be.

        Section 4.7(b). Assistant Secretaries. At the request of the Secretary, or in his or her absence or incapacity to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or the Secretary.

        Section 4.8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of all collections, receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President, taking proper vouchers therefor, and shall render to the President, the Chief Executive Officer, the Chairman of the Board, and/or directors at any meeting of the board, or whenever they may require it, and to the annual meeting of the stockholders, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have the general powers and duties as are incident to the office of Treasurer of a corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a form and in such sum with surety as shall be satisfactory to the Board of Directors for the faithful performance of his or her duties as Treasurer and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control, and belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President.

        Section 4.9. Comptroller. The Comptroller shall have control over all accounts and records of the Corporation pertaining to moneys, properties, materials and supplies, and shall have executive direction over the bookkeeping and accounting functions and shall have the general powers and duties as are incident to the office of comptroller of a corporation. The Comptroller shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or a Vice President.

        Section 4.10. Other Officers. Such other officers of the Corporation as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers.

ARTICLE V

Capital Stock

        Section 5.1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with statute and the Certificate of Incorporation, as shall be approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by (i) either the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) by any one of the following officers: the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered in each class of shares. The name and address of the person owning the shares represented thereby, with the number of shares and the date of issue, shall be entered on the Corporation’s books.

        Section 5.2. Signatures. Any or all of the signatures on a certificate may be a facsimile thereof. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

        Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

        Section 5.4. Transfers. The capital stock of the Corporation shall be transferable in the manner provided by statute and in these By-Laws. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by his/her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

        Section 5.5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute.

ARTICLE VI

Notices

        Section 6.1. Notices. Whenever written notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, such notice may be given by mail, addressed to each such person, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or as otherwise provided by statute. Written notice may also be given personally or by facsimile, email, or cable.

        Section 6.2. Waivers of Notice. Whenever any notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

General Provisions

        Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to any provision imposed by the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, or by written consent to the action of the Board of Directors without such meeting(s), and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

        Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

        Section 7.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, any Vice President, the Secretary, or any Assistant Secretary, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

        Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December each year.

        Section 7.5. Corporate Seal. The seal of the Corporation (if there be one) shall have inscribed thereon the name of the Corporation, the year of its incorporation, the words “Corporate Seal” and “Delaware”, and any such other emblem or device as approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Indemnification

        Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, and to the extent allowable by law, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith, and, in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

        Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, and to the extent allowable by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as allowable by law and as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made with respect to a person who is a director or officer at the time of such determination, (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (iii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith, without the necessity of authorization in the specific case.

        Any determination made by the disinterested directors or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days after receipt of such notification, such persons shall have the right to petition the court (at the courts’ discretion) in which such action or suit was brought to review the reasonableness of such determination.

        Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his/her conduct was unlawful, if his/her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him/her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be.

        Section 8.5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

        Section 8.6. Expenses Payable in Advance. To the extent allowable by law, expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

        Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these By-Laws, or similarly entitled under any agreement, contract, vote of stockholders or disinterested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 of this Article VIII shall be made to the fullest extent permitted by statute. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 of this Article VIII, but whom the Corporation has the power or obligation to indemnify under the provisions of statute of the State of Delaware, or otherwise.

        Section 8.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power or the obligation to indemnify him/her against such liability under the provisions of this Article VIII.

        Section 8.9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”, as referred to in this Article VIII.

        Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

        Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

        The Corporation shall indemnify a present or former director or officer who was wholly successful, on merits or otherwise, in the defense of any proceedings as set forth in Section 8.1 or Section 8.2 of this Article VIII, to which he/she was a party because he/she was a director of the Corporation against reasonable expenses incurred by him/her in connection with the proceeding.

        Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation, similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

Amendments

        Section 9.1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted: (i) by the affirmative vote of a majority of the holders of record of the outstanding shares entitled to vote thereon, or by the written consent of the holders of record of a two-thirds majority of the outstanding shares entitled to vote thereon, except as such alteration, amendment or repeal by any vote or written consent of the stockholders is otherwise expressly prohibited by statute; or (ii) by a majority vote of the Board of Directors, or by unanimous written consent of the board, except as such alteration, amendment or repeal by any vote or action of the board is otherwise expressly prohibited by statute.

ARTICLE X

Emergency By-Laws

        Section 10.1. Emergency By-Laws. The Emergency By-Laws shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action, notwithstanding any provision to the contrary in the preceding By-Laws, in the Certificate of Incorporation, or in the statute. To the extent not inconsistent with the provisions of this Section 10.1, the By-Laws of the Corporation shall remain in effect during any emergency, and upon its termination, the Emergency By-Laws shall cease to be operative. Any amendments to these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstance of the emergency.

        During any such emergency: (A) a meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting or conference call shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) the director or directors in attendance at the meeting shall constitute a quorum; (C) the officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed the directors for such meeting; (D) the Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) the Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do; and (F) to the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, the directors for such meeting.

        No officer, director or employee acting in accordance with any provision of these Emergency By-Laws shall be liable except for willful misconduct.

        These Emergency By-Laws shall be subject to alteration, amendment or repeal by the further actions of the Board of Directors or stockholders of the Corporation.

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Solutions O&M, LLC

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

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, August 30, 2004; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Solutions O&M, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, August 30, 2004.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Solutions, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

      Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members, or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.2, each elected officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement or prohibited by law, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective August 30, 2004.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. In the event that that the Company shall have more than one member, it is the intention of the members that the Company be taxed as a partnership for federal and all relevant state tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes to accomplish the foregoing objective.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the member(s) shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable; provided that if there is more than one member, the prior written consent of all the member(s) shall be required in order for the Company to make an election pursuant to Section 754 of the Code.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, no member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple, is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

Cinergy Solutions, Inc.

By: /s/ M. Stephen Harkness
       M. Stephen Harkness
       President

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Solutions O&M, LLC

        This Certificate of Formation of Cinergy Solutions O&M, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

        The name of the limited liability company shall be:
Cinergy Solutions O&M, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 30^th day of August, 2004.

/s/Cecilia Temple
Cecilia Temple
Authorized Person

EX-99

LIMITED LIABILITY COMPANY AGREEMENT

OF

Cinergy Solutions of South Charleston, LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of August 24, 2004, Cinergy Solutions of South Charleston, LLC, a Delaware limited liability company (the “Company”), is entered into by Cinergy Solutions, Inc. a Delaware corporation, as the sole member of the Company (the “Member”) to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6 §§18-101, et seq. (the “Act”).

RECITALS

        WHEREAS, in accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, August 24, 2004; and

        WHEREAS, the Member desires to set forth its understandings regarding its rights, obligations and interests with respect to the affairs of the Company and the conduct of its business.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I

Definitions

        Section 1.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.

ARTICLE II

General Provisions

        Section 2.1 Company Name. The name of the Company is “Cinergy Solutions of South Charleston, LLC.” The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the member(s).

      Section 2.2 Registered Office; Registered Agent.

    (a)        The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company’s registered agent in the State of Delaware is, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

    (b)        The business address of the Company is 139 East Fourth Street, Cincinnati, Ohio, 45202, or such other place as the Member shall designate.

        Section 2.3 Nature of Business Permitted; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        Section 2.4 Business Transactions of a Member with the Company. In accordance with Section 18-107 of the Act, a member may transact business with the Company and, subject to applicable law and this Agreement, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

        Section 2.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes shall end on December 31 of each year.

        Section 2.6 Effective Date. In accordance with Section 18-201(d) of the Act, it is the intention of the Member that this Agreement be effective as of the date of formation, August 24, 2004.

ARTICLE III

Member(s)

      Section 3.1 Admission of Member(s).

    (a)        Simultaneously with the effectiveness of this Agreement in accordance with Section 2.6 hereof, Cinergy Solutions, Inc. is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

    (b)        Additional Members may only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

      Section 3.2 Interest.

    (a)        The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

    (b)        In the event that there is more than one member, each member’s Interest in the Company shall be expressed as a percentage equal to the ratio on any date of such member’s capital contributions on such date to the aggregate capital contributions of all members on such date, (as to any member, his or its “Percentage Interest”). In the event there shall only be one member, its “Percentage Interest” shall be 100% for purposes of this Agreement.

      Section 3.3 Liability of Member(s).

    (a)        All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

    (b)        Except as otherwise expressly required by law, a member shall not have any liability in excess of (i) the amount of its aggregate capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments, if any, expressly provided for in this Agreement or any amendment hereto and (iv) the amount of any distributions wrongfully distributed to it.

      Section 3.4 Access to and Confidentiality of Information; Records.

    (a)        Any member shall have the right to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the Company, the documents and other information described in Section 18-305(a) of the Act.

    (b)        Any demand by a member pursuant to this Section 3.4 shall be in writing and shall state the purpose of such demand.

      Section 3.5 Meetings of Member(s).

    (a)        Meetings of the member(s) may be called at any time by any member.

    (b)        Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members, or (ii) if there shall only be one member, such member shall constitute a quorum.

    (c)        Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.

    (d)        Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

        Section 3.6 Vote. Except as specifically set forth herein, any matter requiring the vote of the members shall require (including for purposes of actions taken by the members in order to manage the Company as provided in Article IV hereof) a majority in Percentage Interests of the members in order to constitute the act of the members.

        Section 3.7 Notice. Meetings of the member(s) may be held at such places and at such times as the member(s) may from time to time determine. Written notice of the time, place, and purpose of such meeting shall be served by registered or certified prepaid, first class mail, via overnight courier using a nationally reputable courier, or by fax or cable, upon each member and shall be given at least two (2) business days prior to the time of the meeting. No notice of a meeting need be given to any member if a written waiver of notice, executed before or after the meeting by such member thereunto duly authorized, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting.

        Section 3.8 Delegation of Powers. Subject to any limitations set forth in the Act, the Member, or, if additional members are admitted, the member(s) may delegate any of its or their powers to officers of the Company pursuant to Section 4.2 hereof, or otherwise to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s) and this Agreement.

        Section 3.9 Withdrawals and Removals of Member(s). No member may resign, withdraw or be removed as a member of the Company without the written consent of all of the member(s).

ARTICLE IV

Management

        Section 4.1 General. Except as specifically set forth herein, the business and affairs of the Company shall be managed by and under the direction of the Member, or, if additional members are admitted, the members, who shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member or members shall serve without compensation from the Company, and the Member or members shall bear the cost of participation in meetings and other activities of the Company.

      Section 4.2 Officers.

    (a)        Election, Term of Office. Pursuant to Section 3.8 hereof, the Member hereby creates the offices and delegates to the officers described in this Section 4.2, the duties set forth herein. The officers shall be elected by the member(s). Except as provided in paragraphs (b) or (c) of this Section 4.2, each elected officer shall hold office until his or her successor shall have been chosen and qualified. Any two offices, except those of the President and the Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or this Agreement to be executed, acknowledged or verified by any two or more officers.

    (b)        Resignations and Removals. Any officer may resign his or her office at any time by delivering a written resignation to the member(s). Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by either the member(s) or the President.

    (c)        Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the President, subject to approval and election by the member(s).

    (d)        Conduct of Business. Subject to the provisions of this Agreement, the day-to-day operations of the Company shall be managed by its officers and such officers shall have full power and authority to make all business decisions, enter into all commitments and take such other actions in connection with the business and operations of the Company as they deem appropriate. Such officers shall perform their duties in a manner consistent with this Agreement and with directions which may be given from time to time by the member(s).

    (e)        President. Subject to the further directives of the member(s), the President shall have general and active management of the business of the Company subject to the supervision of the member(s), shall see that all orders and resolutions of the member(s) are carried into effect and shall have such additional powers and authority as are specified by the provisions of this Agreement.

    (f)        Secretary. The Secretary shall attend all meetings of the member(s) and record all the proceedings of the meetings and all actions taken thereat in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the member(s), and shall perform such other duties as may be prescribed by the member(s) or the President. The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the member(s) may from time to time prescribe.

    (g)        Other Officers. The member(s) from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the member(s) may determine in its sole discretion. The member(s) from time to time may delegate to one or more officers or agents the power to appoint any such officers or agents and prescribe their respective rights, terms of office, authorities and duties.

    (h)        Officers as Agents; Authority. The officers, to the extent of their powers set forth in this Agreement and/or delegated to them by the member(s), are agents and managers of the Company for the purpose of the Company’s business, and the actions of the officers taken in accordance with such powers shall bind the Company.

        Section 4.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the member(s) or officers herein set forth.

        Section 4.4 Expenses. Except as otherwise provided in this Agreement or prohibited by law, the Company shall be responsible for and shall pay all expenses out of funds of the Company determined by the member(s) to be available for such purpose, provided that such expenses are those of the Company or are otherwise incurred by the member(s) in connection with this Agreement, including, without limitation:

    (a)        all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to any member(s) of checks, financial reports, tax returns and notices required pursuant to this Agreement or in connection with the holding of any meetings of the member(s);

    (b)        All expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;

    (c)        all expenses for indemnity or contribution payable by the Company to any person;

    (d)        all expenses incurred in connection with the collection of amounts due to the Company from any person;

    (e)        all expenses incurred in connection with the preparation of amendments to this Agreement; and

    (f)        expenses incurred in connection with the liquidation, dissolution and winding up of the Company.

ARTICLE V

Finance

      Section 5.1 Form of Contribution.

    (a)        The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). No member is required to make any contribution of property or money to the Company in excess of the property or money it has agreed to contribute to the Company. The Member shall be required to make a contribution in connection with its admission pursuant to Section 3.1 hereof in the amount of $100.00, effective August 24, 2004.

    (b)        At any time that there is more than one member, a capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. Such capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations (the “Allocation Regulations”) promulgated under Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), so that the tax allocations provided in this Agreement shall, to the extent possible, satisfy the “alternate economic effect test” within the meaning of the Allocation Regulations.

        Section 5.2 Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

        Section 5.3 Distributions. The distributions of the Company shall be distributed entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective Percentage Interests.

ARTICLE VI

Distribution

        Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section 18-605 of the Act, a member may be compelled to accept distributions in-kind from the Company.

ARTICLE VII

Assignment of Limited Liability Company Interests

        Section 7.1 Assignment of Limited Liability Company Interests. Interests in the Company may be assignable and transferable. Any transferee shall not be admitted as a member unless and until the transferee has executed a counterpart of this Agreement and members then admitted consent unanimously to the admission of the transferee.

ARTICLE VIII

Dissolution

        Section 8.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the consent of the Member, or, if additional member(s) are admitted, the unanimous consent of the members, and (ii) an event of dissolution of the Company under the Act.

        Section 8.2 Winding Up. Subject to the provisions of the Act, the Member or, if additional member(s) are admitted, the member(s) (acting by written consent of all member(s)) shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act (and shall promptly do so upon dissolution of the Company) and shall also have the right to act as or appoint a liquidating trustee in connection therewith.

        Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

ARTICLE IX

Tax Characterization

        Section 9.1 Tax Treatment. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. In the event that that the Company shall have more than one member, it is the intention of the members that the Company be taxed as a partnership for federal and all relevant state tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Company shall timely make all necessary elections and filings for federal, state, and local tax purposes to accomplish the foregoing objective.

        Section 9.2 Form K-1. After the end of each Fiscal Year for which the Company shall have more than one member, the member(s) shall cause to be prepared and transmitted, as promptly as possible, and in any event within 90 days of the close of such Fiscal Year, a federal income tax Form K-1 and any required similar state income tax form for each member.

        Section 9.3 Company Tax Returns. The Member, or if additional member(s) are admitted, the member(s) shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Member or the member(s) (as the case may be) may, in their sole discretion, make or refrain from making any federal, state or local income or other tax elections for the Company that it deems necessary or advisable; provided that if there is more than one member, the prior written consent of all the member(s) shall be required in order for the Company to make an election pursuant to Section 754 of the Code.

ARTICLE X

Exculpation and Indemnification

        Section 10.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, no member, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative, manager or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        Section 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.

ARTICLE XI

Miscellaneous

        Section 11.1 Amendment to this Agreement. Except as otherwise provided in this Agreement, this Agreement may be amended by, and only by, a written instrument executed by the Member or, if additional member(s) are admitted, unanimous consent of the member(s).

        Section 11.2 Successors; Counterparts. Subject to Article VIII, this Agreement (a) shall be binding as to the executors, administrators, estates, heirs, assigns and legal successors, or nominees or representatives, of the Member or, if additional member(s) are admitted, the member(s) and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

      Section 11.3 Governing Law; Severability.

    (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement and this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provisions relating to the distributions and allocations of the Company or to any expenses payable by the Company are invalid or unenforceable, this Agreement shall be construed or interpreted so as (i) to make it enforceable or valid and (ii) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

    (b)        Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect his or its right to bring any action in any other court.

        Section 11.4 Filings. Cecilia Temple, is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall, as an “Authorized Person” within the meaning of the Act, prepare or cause to be prepared any documents required to be filed and recorded under the Act, and the Member shall promptly cause each such document required to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

        Section 11.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

        Section 11.6 Further Assurances. Each member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

        Section 11.7 Notices. All notices, requests and other communications to any member shall be in writing (including telecopier or similar writing) and shall be given to such member (and any other person designated by such member) at its address or telecopier number set forth in a schedule filed with the records of the Company or such other address or telecopier number as such member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified pursuant to this Section.

        Section 11.8 Books and Records; Accounting. The Member or, if additional member(s) are admitted, the member(s) shall keep or cause to be kept at the address of the Company (or at such other place as the member(s) shall determine in their discretion) true and full books and records regarding the status of the business and financial condition of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

Cinergy Solutions, Inc.

By: /s/ M. Stephen Harkness
       M. Stephen Harkness
       President

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Solutions of South Charleston, LLC

        This Certificate of Formation of Cinergy Solutions of South Charleston, LLC (the “Company”), is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the “Act”), 6 Del. C. §§ 18-101, et seq.

ARTICLE I

NAME

The name of the limited liability company shall be:
Cinergy Solutions of South Charleston, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 24th day of August, 2004.

/s/ Cecilia Temple
Cecilia Temple
Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

CURRENT COMMUNICATIONS GROUP, LLC

    1.        The name of the limited liability company is Current Communications Group, LLC.

    2.        The Address of its registered office in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

        IN WITNESS WEHREOF, the undersigned has executed this Certificate of Formation of Current Communications Group, LLC this 24^th day of October, 2000.

CURRENT COMMUNICATIONS GROUP, LLC

By:    /s/  Deanna C. Rank
          ------------------------------
         Deanna C. Ranck
         Authorized Person

EX-99

CERTIFICATE OF FORMATION

OF

Cinergy Solutions Operating Services of Delta Township, LLC

        This Certificate of Formation of Cinergy Solutions Operating Services of Delta Township, LLC (the “Company”), dated December 15, 2004, has been duly executed and is being filed by the undersigned, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101, et seq.).

ARTICLE I

NAME

The name of the limited liability company shall be:
Cinergy Solutions Operating Services of Delta Township, LLC

ARTICLE II

REGISTERED OFFICE, REGISTERED AGENT

        The initial registered office of the Company shall be: 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

ARTICLE III

AMENDMENTS

        The Company reserves the right to amend this Certificate of Formation from time to time in accordance with the Act and its limited liability company agreement, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained.

        In Witness Whereof, the undersigned has executed this Certificate of Formation on this 15th day of December 2004.

/s/ Cecilia A. Temple
Cecilia A. Temple
Authorized Person

EX-99

1 of 1 DOCUMENT

IN THE MATTER OF THE PETITION OF HOOSIER ENERGY RURAL ELECTRIC
COOPERATIVE, INC. AND PSI ENERGY, INC. FILED PURSUANT TO I.C. 8-1-2-84
FOR APPROVAL OF A PROPERTY EXCHANGE IN ACCORDANCE WITH A
MARCH 1, 1999 PROPERTY EXCHANGE AGREEMENT BETWEEN THE PARTIES

CAUSE NO. 41539

Indiana Utility Regulatory Commission

2000 Ind. PUC LEXIS 315

April 12, 2000, APPROVED

PANEL: [*1] McCarty, Hadley, Ripley, Swanson-Hull and Ziegner Concur

OPINIONBY: Abby R. Gray, Administrative Law Judge

OPINION: On September 10, 1999, PSI Energy, Inc. (“PSI Energy”) and Hoosier Energy Rural Electric Cooperative, Inc. (“Hoosier Energy”) filed a joint Petition with the Indiana Utility Regulatory Commission (“Commission”) for approval of the exchange between PSI Energy and Hoosier Energy of certain electric utility land and facilities located in Brown, Orange, Floyd, Clark and Lawrence Counties. Indiana pursuant to the Property Exchange Agreement attached to the Petition in this Cause.

        Pursuant to notice duly published as required by law, proof of which was incorporated into the record of this Cause by reference, a public hearing was held on March 29, 2000, at 10:00 a.m., EST, in the Commission Law Library, Indiana Government Center South, Indianapolis, Indiana. At the hearing, the Petitioners and the Office of Utility Consumer Counselor (“OUCC”) participated, and the Petitioners offered evidence, the same being the Petition with attached Property Exchange Agreement (Petitioners’ Exhibit No. 1), which was introduced into the record without objection. The OUCC neither filed nor offered any evidence at [*2] the hearing and no members of the general public appeared.

        Based upon the applicable law, the evidence presented and being duly advised in the premises, the Commission now finds as follows:

    1.        Commission Jurisdiction and Notice. Petitioner, PSI Energy, is a corporation organized and existing under the laws of the State of Indiana with its principal place of business located in Plainfield, Indiana, and is engaged in the business of distributing, furnishing and selling retail electric service to the public in various counties in the State of Indiana, including Brown, Orange, Floyd, Clark and Lawrence Counties. Petitioner, Hoosier Energy, is a corporation organized and operating pursuant to the Indiana Rural Electric Membership Corporation Act, I.C. 8-1-13-1 et seq., with its principal place of business at P.O. Box 908, Bloomington, Indiana, and is engaged in the generation and transmission of electricity and the sale thereof to its members and interconnected parties in various counties in the State of Indiana, including Brown, Orange, Floyd, Clark and Lawrence Counties. Hoosier Energy has heretofore withdrawn from the jurisdiction of the Commission pursuant to the provisions [*3] of I.C. 8-1-13-18.5, but joins in this Petition in support of the relief sought by PSI Energy. PSI Energy is a “public utility” as such term is defined by I.C. 8-1-2-1(a), which is applicable to the subject matter of the Petition in this Cause and authorizes the Commission to proceed in this Cause. The relief sought is governed by I.C. 8-1-2-84. Therefore, the Commission has jurisdiction over PSI Energy and the subject matter in this Cause.

    2.        The Exchange Requested. The relief sought in this Cause is governed by I.C. 8-1-2-84 (c) and (e), and provides that electric utility land and facilities may be exchanged, i.e., bought and sold between public utilities, upon approval of the Commission.

        The Petitioners in this Cause have set forth the circumstances that they believe make the exchange of electric utility land and facilities in the public interest and in the best interest of both parties.

        The land and electric facilities to be sold, transferred and exchanged by PSI Energy to Hoosier Energy (“Facilities To Be Transferred To Hoosier Energy”) are more particularly described in Exhibits 1-A through 1-C of the Property Exchange Agreement attached to the Petition and consist [*4] of land located at the PSI Energy Bean Blossom Substation in Brown County, Indiana, the PSI Energy Orleans Roosevelt Road Substation located in Orange County, Indiana and the PSI Energy Grantline Road Substation located in Floyd County, Indiana.

        The land and electric facilities to be sold, transferred and exchanged by Hoosier Energy to PSI Energy (“Facilities To Be Transferred To PSI”) are more particularly described in Exhibit 1-D of the Property Exchange Agreement attached to Petition, and consist of the Hoosier Energy Nabb Substation located in Clark County, Indiana and the Hoosier Energy Williams Substation located in Lawrence County, Indiana.

        The total cost of the Facilities To Be Transferred To Hoosier Energy is $ 498,915. The total cost of the Facilities To Be Transferred To PSI Energy is $ 229,629, leaving a net payment to PSI Energy of $ 269,286.

        The book cost of the land and electric facilities to be sold and transferred by each party under the Property Exchange Agreement is not in excess of 5 percent of the book cost of all the properties, plants and businesses owned by either party at the time of the filing of this Petition.

        The Petitioners have conferred and discussed [*5] their respective service needs with regard to the Property Exchange Agreement and have agreed that such exchange should be made. The proposed exchange of land and electric facilities does not involve the transfer of any assigned service territory or customers. The evidence stated that the exchange of the land and electric facilities, as requested herein, is consistent with good utility practice and public convenience and necessity, will promote economical, efficient and adequate electrical service, and is consistent with the Legislative policy set forth in I.C. 8-1-2-84 (c) and (e).

    3.        Approval of Property Exchange Agreement. Based upon the foregoing, the Commission finds that the agreed-upon exchange of land and electric facilities should be approved as set forth in the Petition. As noted above, the proposed exchange of land and electric facilities does not involve the transfer of any assigned territory or customers between the parties.

        Based upon all of the above, we find that the relief requested in the Petition should be granted in all respects and that the exchange of land and electric facilities proposed therein and delineated on Exhibit A attached to the Petition should [*6] be approved.

        IT IS THEREFORE ORDERED BY THE INDIANA UTILITY REGULATORY COMMISSION that:

    1.        The exchange of land and electric facilities between PSI Energy and Hoosier Energy as set forth in the Petition filed in this Cause on September 10, 1999, including the net payment of $ 269,286 to PSI Energy, shall be and is hereby approved.

    2.        The Petitioners are authorized to take all steps, and to execute all instruments and papers, necessary or expedient for fully consummating and carrying out the provisions of the Petition.

    3.        This Order shall be effective on and after the date of its approval.

EX-99.B

By-Laws

Of

CINERGY CAPITAL & TRADING, INC.

(hereinafter called the “Corporation”)

ARTICLE I

Offices

        Section 1.1. Offices. To the extent otherwise provided in the Articles of Incorporation, the principal office of the Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such other offices at such other places as the Board of Directors may from time to time determine, or as the business of the Corporation may require.

ARTICLE II

Shareholders’ Meetings

        Section 2.1. Annual Meeting. The annual meeting of the shareholders may be held at such place, time, and date designated by the Board of Directors for the election of directors, the consideration of the reports to be laid before the meeting, and the transaction of such other business as may be brought before the meeting.

        Section 2.2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each shareholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days and not more than forty-five (45) days prior to the meeting.

        Section 2.3. Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold in the aggregate the express percentage, as provided by statute, of all shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call.

        Section 2.4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each shareholder entitled to vote thereat, at least twenty (20) days and not more than forty-five (45) days prior to the meeting.

        Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any meeting of shareholders may be waived by the written assent of every shareholder entitled to notice, filed with or entered upon the records of the meeting, either before or after the holding thereof.

        Section 2.6. Quorum. The holders of shares entitling them to exercise a majority of the voting power, or, if the vote is to be taken by classes, the holders of shares of each class entitling them to exercise a majority of the voting power of that class, present in person or by proxy at any meeting of the shareholders, unless otherwise specified by statute, shall constitute a quorum.

        If, however, at any meeting of the shareholders, a quorum shall fail to attend in person or by proxy, a majority in interest of the shareholders attending in person or by proxy at the time and place of such meeting may adjourn the meeting from time to time without further notice (unless the meeting has been adjourned for over thirty days), other than by announcement at the meeting at which such adjournment is taken, until a quorum is present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called.

        Section 2.7. Voting. At each meeting of the shareholders, except as otherwise provided by statute or the Articles of Incorporation, every holder of record of stock of the class or classes entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder and bearing a date, not later than such time as expressly provided by statute, prior to said meeting unless some other definite period of validity shall be expressly provided therein.

        Each shareholder shall have one (1) vote for each share of stock having voting power, registered in his or her name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting or, if no date has been fixed, then as expressly provided by statute. (e.g., either the date of the meeting, the date next proceeding the day of the meeting, or any such similar governing time frame). Cumulative voting shall be permitted only as expressly provided by statute.

        At any meeting of shareholders, a list of shareholders entitled to vote, alphabetically arranged, showing the number and classes of shares held by each on the date fixed for closing the books against transfers or the record date fixed as hereinbefore provided (or if no such date has been fixed, then as hereinbefore stated as expressly provided by statute) shall be produced on the request of any shareholder, and such list shall be prima facie evidence of the ownership of shares and of the right of shareholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares.

        Section 2.8. Written Consent of Shareholders in Lieu of Meeting. Any action required or permitted by statute, the Articles of Incorporation, or these By-Laws, to be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the shareholders entitled to vote thereon. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such shareholders, in person or by attorney or proxy duly appointed in writing, and filed with the records of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein.

ARTICLE III

Directors

        Section 3.1. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute, the Articles of Incorporation, or these By-Laws, directed or required to be exercised or done by the shareholders.

        Section 3.2. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed by the Board of Directors. Directors shall be elected annually by shareholders at their annual meeting, in a manner consistent with statute and as provided in Article II, Section 2.8 of these By-Laws, and each director so elected shall hold office until his/her successor is duly elected and qualifies, or until his/her earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be shareholders and shall fulfill the residency requirements as and if provided by statute. Any director may be removed at any time with or without cause by a majority vote of the shareholders, unless otherwise provided by statute.

        Section 3.3. Vacancies. Vacancies and newly created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, and the directors so chosen shall hold office for the unexpired term of the predecessor and/or until the next annual meeting of shareholders, and until their successors are duly elected and qualify, or until their earlier resignation or removal.

        Section 3.4. Meetings. Regular meetings of the Board of Directors may be held at such time, place, and upon such notice as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by members of the board (the express percentage of the latter as minimally provided for by statute). Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail (not less than forty-eight (48) hours before the date of the meeting), by telephone or telegram (on twenty-four (24) hours’ notice) or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

        Section 3.5. Quorum. Except as may be otherwise specifically provided for by statute, the Articles of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

        Section 3.6. Actions of Board. Unless otherwise provided by the Articles of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and the writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specified a prior or subsequent effective date.

        Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Articles of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee(s) thereof, may participate in a meeting of the Board of Directors, or of such committee(s), as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.

        Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate, from time to time as they may see fit, one or more committees, each such committee to consist of three or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by statute and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

        Section 3.9. CompensationSection 3.8 Compensation. Each director of the Corporation (other than directors who are salaried officers of the Corporation or any of its affiliates) shall be entitled to receive as compensation for services such reasonable compensation, which may include pension, disability and death benefits, as may be determined from time to time by the Board of Directors. Reasonable compensation may also be paid to any person other than a director officially called to attend any such meeting.

        Section 3.10. Contracts and Transactions Involving Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose if: (i) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee

thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

Officers

        Section 4.1. Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may consist of a Chairman of the Board, a Chief Executive Officer, a Comptroller, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the board shall from time to time deem necessary. Any number of offices may be held by the same person, unless otherwise prohibited by statute, the Articles of Incorporation, or these By-Laws.

        Section 4.2. Appointment, Terms, and Vacancies. The Board of Directors, at its first meeting held after each annual meeting of shareholders of the Corporation (i.e., the annual organization meeting of the Board of Directors), shall appoint the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board, and such officers shall hold office until their successors are chosen and shall qualify, or until their earlier resignation or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the board. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

        Section 4.3. Chairman of the Board. The Chairman of the Board, if there be one, shall be a director and shall preside at all meetings of the Board of Directors and, in the absence or incapacity of the Chief Executive Officer and the President, meetings of the shareholders, and shall, subject to the board’s direction and control, be the board’s representative and medium of communication, and shall have the general powers and duties as are incident to the office of Chairman of the Board of a corporation.

        Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there be one, shall preside at all meetings of the shareholders and, in the absence or incapacity of the Chairman of the Board, meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require be brought to their notice. Where the offices of Chief Executive Officer and President are held by different individuals, the President will report directly to the Chief Executive Officer.

        Section 4.5. President. The President shall be the chief operating officer of the Corporation, and shall have general and active management and direction of the affairs of the Corporation, shall have supervision of all departments and of all officers of the Corporation, shall see that the orders and resolutions of the Board of Directors, or of any committee(s) thereof, are carried fully into effect, and shall have the general powers and duties of supervision and management as are incident to the office of President of a corporation. In the absence or incapacity of the Chief Executive Officer, the President also shall be the chief executive officer of the Corporation.

        Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties as the Board of Directors shall from time to time require. In the absence or incapacity of the President, the Vice President designated by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President shall exercise the powers and duties of the President.

        Section 4.7(a). Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders of the Corporation, and act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, shall record all written business transactions, shall perform like duties for the standing committees when required, and shall have the general powers and duties as are incident to the office of Secretary of a corporation. The Secretary shall give, or cause to be given, proper notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. The Secretary shall have custody of the seal, if there be one, of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. (The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature). The Secretary shall see that all books, reports, statements, certificates and other documents and records required by statute to be kept or filed are properly kept or filed, as the case may be.

        Section 4.7(b). Assistant Secretaries. At the request of the Secretary, or in his or her absence or incapacity to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or the Secretary.

        Section 4.8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of all collections, receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President, taking proper vouchers therefor, and shall render to the President, the Chief Executive Officer, the Chairman of the Board, and/or directors at any meeting of the board, or whenever they may require it, and to the annual meeting of the shareholders, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have the general powers and duties as are incident to the office of Treasurer of a corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a form and in such sum with surety as shall be satisfactory to the Board of Directors for the faithful performance of his or her duties as Treasurer and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control, and belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President.

        Section 4.9. Comptroller. The Comptroller shall have control over all accounts and records of the Corporation pertaining to moneys, properties, materials and supplies, and shall have executive direction over the bookkeeping and accounting functions and shall have the general powers and duties as are incident to the office of comptroller of a corporation. The Comptroller shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or a Vice President.

        Section 4.10. Other Officers. Such other officers of the Corporation as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the board. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers.

ARTICLE V

Capital Stock

        Section 5.1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with statute and the Articles of Incorporation, as shall be approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by (i) either the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) by any one of the following officers: the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered in each class of shares. The name and address of the person owning the shares represented thereby, with the number of shares and the date of issue, shall be entered on the Corporation’s books.

        Section 5.2. Signatures. Any or all of the signatures on a certificate may be a facsimile thereof. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

        Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

        Section 5.4. Transfers. The capital stock of the Corporation shall be transferable in the manner provided by statute and in these By-Laws. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by his/her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

        Section 5.5. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute.

ARTICLE VI

Notices

        Section 6.1. Notices. Whenever written notice is required by statute, the Articles of Incorporation, or these By-Laws to be given to any director, member of a committee, or shareholder, such notice may be given by mail, addressed to each such person, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or as otherwise provided by statute. Written notice may also be given personally or by telegram, telex or cable.

        Section 6.2. Waivers of Notice. Whenever any notice is required by statute, the Articles of Incorporation, or these By-Laws to be given to any director, member of a committee, or shareholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

General Provisions

        Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to any provision imposed by the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, or by written consent to the action of the board without such meeting(s), and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

        Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

        Section 7.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, any Vice President, the Secretary, or any Assistant Secretary, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

        Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December each year.

        Section 7.5. Corporate Seal. The seal of the Corporation (if there be one) shall have inscribed thereon the name of the Corporation, the year of its incorporation, the words “Corporate Seal” and “Indiana”, and any such other emblem or device as approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Indemnification

        Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable

cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

        Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith, without the necessity of authorization in the specific case.

        Any determination made by the disinterested directors or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days after receipt of such notification, such persons shall have the right to petition the court (at courts’ discretion) in which such action or suit was brought to review the reasonableness of such determination.

        Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable

cause to believe his/her conduct was unlawful, if his/her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him/her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be.

        Section 8.5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Indiana for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

        Section 8.6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

        Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these By-Laws, or similarly entitled under any agreement, contract, vote of shareholders or disinterested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 of this Article VIII shall be made to the fullest extent permitted by statute. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 of this Article VIII, but whom the Corporation has the power or obligation to indemnify under the provisions of statute of the State of Indiana, or otherwise.

        Section 8.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power or the obligation to indemnify him/her against such liability under the provisions of this Article VIII.

        Section 8.9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”, as referred to in this Article VIII.

        Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

        Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

        The Corporation shall indemnify a director who was wholly successful, on merits or otherwise, in the defense of any proceedings to which he/she was a party because he/she was a director of the Corporation against reasonable expenses incurred by him/her in connection with the proceeding.

        Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation, similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

Amendments

        Section 9.1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted: (i) by the affirmative vote of a majority of the holders of record of the outstanding shares entitled to vote thereon, or by the written consent of the holders of record of a two-thirds majority of the outstanding shares entitled to vote thereon, except as such alteration, amendment or repeal by any vote or written consent of the shareholders is otherwise expressly prohibited by statute; or (ii) by a majority vote of the Board of Directors, or by unanimous written consent of the board, except as such alteration, amendment or repeal by any vote or action of the board is otherwise expressly prohibited by statute.

ARTICLE X

Emergency By-Laws

        Section 10.1. Emergency By-Laws. The Emergency By-Laws shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action, notwithstanding any provision to the contrary in the preceding By-Laws, in the Articles of Incorporation, or in the statute. To the extent not inconsistent with the provisions of this Section 10.1, the By-Laws of the Corporation shall remain in effect during any emergency, and upon its termination, the Emergency By-Laws shall cease to be operative. Any amendments to these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstance of the emergency.

        During any such emergency: (A) a meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting or conference call shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) the director or directors in attendance at the meeting shall constitute a quorum; (C) the officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed the directors for such meeting; (D) the Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) the Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do; and (F) to the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, the directors for such meeting.

        No officer, director or employee acting in accordance with any provision of these Emergency By-Laws shall be liable except for willful misconduct.

        These Emergency By-Laws shall be subject to alteration, amendment or repeal by the further actions of the Board of Directors or shareholders of the Corporation.

Adopted August 30, 1996
Amended January 10, 1997

EX-99.A

AMENDED ARTICLES OF INCORPORATION

OF

CINERGY CAPITAL & TRADING, INC.

        The undersigned incorporator, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Indiana Business Corporation Act as amended (hereinafter referred to as to the “Act”), executes the following Articles of Incorporation:

ARTICLE I

Name

The name of the Corporation is:
“Cinergy Capital & Trading, Inc.”

ARTICLE II

Purpose

        The purpose for which the Corporation is formed is the transaction of any or all lawful business for which corporations may be incorporated under the Act.

ARTICLE III

Period of Existence

The period during which the Corporation shall continue is perpetual.

ARTICLE IV

Resident Agent and Principal Office

    A.        Resident Agent.

        The name and address of the Corporation’s Resident Agent for service of process is C T Corporation System, One North Capitol Avenue., Indianapolis, Indiana 46204.

    B.        Principal Office.

        The post office address of the principal office of the Corporation is 139 East Fourth Street, Cincinnati, Ohio 45202.

ARTICLE V

Authorized Number of Shares

    A.        Authorized Capital Shares.

        The aggregate number of shares which the Corporation shall have the authority to issue shall be 120,000,000 shares, of which 100,000,000 shares shall be Common Stock, without par value, and 20,000,000 shares shall be Cumulative Preferred Stock, $100 par value. Shares of the Common Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. Authority is hereby expressly granted to the Board of Directors or a committee thereof to authorize the issue of shares of Cumulative Preferred Stock in one or more series, and to determine and state, by the resolution or resolutions authorizing the issue of each series of Cumulative Preferred Stock, the designation of such series and the relative rights (other than voting rights), preferences, qualifications, limitations and restrictions of such series.

    B.        Voting Rights of Cumulative Preferred Stock.

    (a)        At all meetings of the shareholders of the Corporation each record holder of Cumulative Preferred Stock having a par value of $100.00 per share shall be entitled to one vote for each share of such stock so held by him, subject, however, to the following provisions of this ARTICLE V (B);

    (b)        So long as any shares of the Cumulative Preferred Stock of any series are outstanding, the Corporation (except as otherwise provided in the last sentence of this subparagraph (b) shall not without, but may with, the affirmative vote by the record holders of the Cumulative Preferred Stock (given at an annual or special meeting) in such number of votes as is at least two-thirds of the aggregate number of votes appertaining to the Cumulative Preferred Stock that would be voted at such meeting if all the then outstanding Cumulative Preferred Stock were there voted:

    (I)        Create, authorize or issue shares of stock of any class ranking prior to the Cumulative Preferred Stock as to dividends or assets or any securities of any kind or class convertible into shares of stock of any class ranking prior to the Cumulative Preferred Stock as to dividends or assets; or

    (II)        Issue any shares of the Cumulative Preferred Stock or shares of stock of any class ranking on a parity with the Cumulative Preferred Stock as to dividends or assets or securities convertible into shares of the Cumulative Preferred Stock or stock on a parity therewith, other than in exchange for or for the purpose of effecting the retirement, by redemption or otherwise, of not less than a like number of shares of the Cumulative Preferred Stock or shares of stock on a parity therewith or securities convertible into not less than a like number of such shares, as the case may be, at the time outstanding, unless:

    (A)        the Net Earnings of the Corporation Available for the Payment of Interest Charges for any twelve consecutive calendar months within the fifteen calendar months immediately preceding the month within which such additional shares of the Cumulative Preferred Stock or shares of stock on a parity therewith or securities convertible into such shares are proposed to be issued, shall have been at least one and one-half times the aggregate of (x) the dividend requirements for a twelve months’ period upon all shares of the Cumulative Preferred Stock and stock, if any, ranking prior to or on a parity with the Cumulative Preferred Stock as to dividends or assets, to be outstanding after the issuance of the shares or convertible securities proposed to be issued, and (y) the interest requirements for a twelve months’ period upon all indebtedness of the Corporation to be outstanding after the issuance of the shares or convertible securities proposed to be issued, and

    (B)        the Common Stock Equity shall be not less than the aggregate amount payable on involuntary dissolution, liquidation or winding up of the Corporation upon all shares of the Cumulative Preferred Stock and stock, if any, ranking prior thereto or on a parity therewith, to be outstanding after the issuance of the shares or convertible securities proposed to be issued; or

    (III)        Amend the provisions of these Articles of Incorporation so as to affect adversely any of the preferences or other rights hereby given to the holders of shares of the Cumulative Preferred Stock, provided, however, that if any such amendment would be adverse to the holders of one or more, but less than all, of the series of the Cumulative Preferred Stock at the time outstanding, the affirmative vote hereby required shall be only the affirmative vote by the record holders of each series so adversely affected in such number of votes from each such series as is at least two-thirds of the aggregate number of votes appertaining to such series that would be voted at such meeting if all the then outstanding shares of such series were there voted.

        No such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect or when the issuance of any such stock or convertible securities is to be made, as the case may be, provision is to be made for the redemption of all shares of Cumulative Preferred Stock at the time outstanding or, in the case of any such amendment, alteration or repeal as to which the consent of less than all series of the Cumulative Preferred Stock would otherwise be required, for the redemption of all shares of the series of Cumulative Preferred Stock the consent of which would otherwise be required.

    (c)        So long as any shares of the Cumulative Preferred Stock of any series are outstanding, the Corporation (except as otherwise provided in the last sentence of this subparagraph (c)) shall not without, but may with, the affirmative vote by the record holders of the Cumulative Preferred Stock (given at an annual or special meeting) in such number of votes as is a majority of the aggregate number of votes appertaining to the Cumulative Preferred Stock that would be voted at such meeting if all the then outstanding Cumulative Preferred Stock were there voted, merge or consolidate the Corporation with or into any other corporation, merge any other corporation into the Corporation, or sell all or substantially all of the assets of the Corporation, unless such merger, consolidation or sale, or the issuance or assumption of all securities to be issued or assumed in connection therewith, shall have been ordered, approved or permitted by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, or by any successor commission or other regulatory authority of the United States having jurisdiction in the premises. No such consent of the holders of the Cumulative Preferred Stock shall be required if, at the time of or prior to effecting such sale, lease, conveyance, consolidation or merger, provision is to be made for the redemption of all shares of Cumulative Preferred Stock at the time outstanding.

    (d)        Except when some mandatory provisions of law shall be controlling, whenever shares of two or more series of the Cumulative Preferred Stock are outstanding, no particular series of the Cumulative Preferred Stock shall be entitled to vote as a separate series on any matter and all shares of the Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote of the shareholders of the Corporation by classes may now or hereafter be required.

    (e)        The Corporation shall not declare any dividend or make any distribution in request of any stock of this Corporation ranking junior to the Cumulative Preferred Stock as to dividends or assets, other than dividends in shares of junior stock, or purchase or otherwise acquire for value any outstanding shares of junior stock (each such dividend, distribution, purchase or acquisition being herein called a junior stock dividend) in contravention of the following:

    (1)        If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on the Common Stock is declared is, or as a result of such dividend would become, less than 20% of Total Capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on the Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 50% of the Net Income of the Corporation Available for Dividends on the Common Stock for the twelve full calendar months immediately preceding the calendar month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on the Common Stock which under the restrictions set forth above in this subdivision (1) could have been, and have not been, declared; and

    (2)        If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of Total Capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on the Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 75% of the Net Income of the Corporation Available for Dividends on the Common Stock for the twelve full calendar months immediately preceding the calendar month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on the Common Stock which under the restrictions set forth above in subdivision (1) and in this subdivision (2) could have been, and have not been, declared.

    (b)        As used herein, “Common Stock Equity” shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares of Common Stock, all earned surplus, capital or paid-in surplus, and any premiums on the Common Stock then carried on the books of the Corporation, less:

    (1)        The excess, if any, of the aggregate amount payable on involuntary liquidation of the Corporation upon all outstanding shares of Cumulative Preferred Stock of the Corporation of all classes over the sum of (i) the aggregate par or stated value of such shares and (ii) any premiums thereon;

    (2)        Any amounts on the books of the Corporation known, or estimated if not known, to represent the excess, if any, of recorded value over original cost of used or useful utility plant; and

    (3)        Any intangible items set forth on the asset side of the balance sheet of the Corporation as the result of accounting convention, such as unamortized debt discount and expense; provided, however, that no deductions shall be required to be made in respect of items referred to in subdivisions (2) and (3) of this paragraph (b) in cases in which such items are being amortized or are provided for, or are being provided for, by reserves.

    (c)        As used herein “Total Capitalization” shall mean the aggregate of:

    (1)        The principal amount of all outstanding indebtedness of the Corporation maturing more than twelve months after the date of issue thereof; and

    (2)        The par value or stated capital represented by, and any premiums carried on the books of the Corporation in respect of, the outstanding shares of all classes of the capital stock of the Corporation, earned surplus, and capital or paid-in surplus, less any amounts required to be deducted pursuant to subdivisions (2) and (3) of paragraph (b) above in the determination of Common Stock Equity.

    (3)        The term “Net Income of the Corporation Available for Dividends on the Common Stock” for any twelve-month period shall mean the Net Earnings of the Corporation Available for the Payment of Interest Charges for such period, less interest charges, amortization charges, other proper income deductions, and dividends, paid or accrued, on all outstanding shares of stock of the Corporation having a preference as to dividends over the Common Stock for such period, all as shall be determined in accordance with such system of accounts as may be prescribed by governmental authorities having jurisdiction in the premises or, in the absence thereof, in accordance with sound accounting practice.

    C.        Other Provisions.

    1.        No holder of any of the shares of any class or series of stock or securities convertible into such shares of any class or series of stock, or of options, warrants or other rights to purchase or acquire shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase, acquire or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of any class or series, or carrying any right to purchase or acquire stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase or acquire stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

    2.        The Corporation reserves the right to increase or decrease its authorized capital stock, or any class of series thereof, or to reclassify the same and to amend, alter, change or repeal any provision contained in the Articles of Incorporation, or in any amendment thereto, in the manner now or hereafter prescribed by law, but subject to such conditions and limitations as are hereinbefore prescribed, and all rights conferred upon shareholders in the Articles of Incorporation of this Corporation, or any amendment thereto, are granted subject to this reservation.

    3.        Unless any statute of the State of Indiana shall expressly provide to the contrary and subject to the limitations hereinbefore set forth in this ARTICLE V, the Corporation may acquire, hold and dispose of any shares of its stock of any class heretofore issued and outstanding.

ARTICLE VI

Directors

        The number of directors of the Corporation shall be determined in accordance with the By-laws of the Corporation. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, age and service limitations as may be set forth in the By-laws, disqualification or removal from office. Any vacancy on the Board of Directors that results from other than an increase in the number of directors may be filled by a majority of the Board of Directors then in office even if less than a quorum, or by a sole remaining director. The term of any director elected by the Board of Directors to fill a vacancy not resulting from an increase in the number of directors shall expire at the next shareholders’ meeting at which directors are elected, and the remainder of such term, if any, shall be filled by a director elected at such meeting.

        No person shall be eligible for election, reelection, or appointment as a member of the Board of Directors if such person shall have attained the age of seventy years in the calendar year preceding the date of such election, reelection or appointment.

        Subject to the provisions of the preceding paragraphs, any and all of the directors may only be removed for cause.

ARTICLE VII

Incorporator

        The name and post office address of the Incorporator of the Corporation is Cheryl M. Foley, 1000 East Main Street, Plainfield, Indiana 46168.

ARTICLE VIII

Indemnification

        Each director and each officer of the Corporation shall be indemnified by the Corporation to the fullest extent permitted by law against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the defense of any proceeding in which he or she was or is a party or is threatened to be made a party by reason of being or having been a director or an officer of the Corporation. Such right of indemnification is not exclusive of any other rights to which such director or officer may be entitled under any now or hereafter existing statute, any other provision of these Articles, By-laws, agreement, vote of shareholders or otherwise. If the Act of the State of Indiana is amended after approval by the shareholders of this ARTICLE VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act of the State of Indiana, as so amended. Any repeal or modification of this ARTICLE VIII by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Adopted:     October 8, 1992
Amended:     January 29, 1997 (name change)
Amended:     June 12, 1997 (purpose change)
Amended:     July 10, 1997 (resident agent change)

EX-99

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF FORMATION

OF

TRIGEN-CINERGY SOLUTIONS OF ST. PAUL LLC

1.     The name of the limited liability company is Trigen-Cinergy Solutions of St. Paul LLC.

2.     The Certificate of Formation of the limited liability company is hereby amended by changing Article FIRST thereof so that, as amended, Article FIRST shall be and read as follows:

        FIRST: The name of the Company shall be: Cinergy Solutions of St. Paul, LLC.

3.     This Certificate of Amendment to the Certificate of Formation shall be effective as of October 16, 2003.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Trigen-Cinergy Solutions of St. Paul LLC effective as of October 16, 2003.

By:     /s/Richard G. Beach
             Richard G. Beach
             Assistant Secretary

EX-99

CERTIFICATE OF LIMITED PARTNERSHIP

OF

Cinergy Mexico Holdings, LP

        This Certificate of Limited Partnership of Cinergy Mexico Holdings, LP (the “Company”), is being duly executed and filed by the undersigned, as an authorized officer, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows.

I.     The name of the limited partnership shall be: Cinergy Mexico Holdings, LP

    II.        The address of the Partnership’s registered office shall be: c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or such other location as the Company by consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other location as the Company by consent shall determine. Either the registered office or the registered agent may be changed in the manner provided by law.

    III.        The name and mailing address of the general partner is as follows:

NAME	ADDRESS
Cinergy Mexico General, LLC	139 East Fourth Street Cincinnati, OH 45202

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership on this _____ day of February 2004.

Cinergy Mexico General, LLC
(Its General Partner)

/s/Richard G. Beach
Richard G. Beach
Authorized Officer