S-8

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Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CINERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	31-1385023
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

139 East Fourth Street, Cincinnati, Ohio 45202
(513) 421-9500
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)

CINERGY CORP. 401(K) EXCESS PLAN
(Full Title of the Plan)

David S. Maltz, Esq.
Senior Counsel
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 421-9500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price per Share(3)	Offering Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee(3)
Common Stock, Par Value $0.01 Per Share	100,000	$32.80	$3,280,000	$302

(1)

There are also being registered hereunder an equal number of Purchase Rights, which are currently attached to and transferable only with the shares of Common Stock registered hereunder.

(2)

In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of shares of Common Stock that may be offered or sold as a result of any adjustments from stock splits, stock dividends or similar events.

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices for a share of Common Stock reported on the New York Stock Exchange on January 28, 2002.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

        The following documents are incorporated herein by reference as of their respective dates of filing:

(a)

The Annual Report of Cinergy Corp. (the "Company") on Form 10-K for the fiscal year ended December 31, 2000, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act");



(b)

The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2001, June 30, 2001, as amended, and March 31, 2001, each filed pursuant to Section 13(a) of the Exchange Act;



(c)

The Company's Current Report on Form 8-K dated December 12, 2001;



(d)

The description of the Company's Purchase Rights contained in the Registration Statement on Form 8-A filed October 16, 2000 pursuant to Section 12 of the Exchange Age, including any amendment or report filed for the purpose of updating such description; and



(e)

The description of the Company's shares of Common Stock contained in the Registration Statement filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold hereunder shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities.

        Not applicable.

Item 5.    Interests of Named Experts and Counsel.

        Not applicable.

Item 6.    Indemnification of Directors and Officers.

        As a Delaware corporation subject to the Delaware General Corporation Law ("DGCL"), the Company is empowered by Section 145 of such law to indemnify officers and directors against certain expenses, liabilities, and payments, as therein provided. Article VI of the Company's By-Laws provides that the Company shall indemnify specified persons, including its officers and directors against liabilities under certain circumstances. Also, Article VI provides that the Company may purchase and maintain insurance on behalf of or for any director, officer, employee, or agent for protection against certain liabilities or claims asserted against such persons. In addition, Article Sixth of the Company's Certificate of Incorporation provides limits to the personal liability of its directors for breach of fiduciary duties to the fullest extent permitted by the DGCL.

        The Company maintains an insurance policy covering its directors and officers against certain civil liabilities, including liabilities under the Securities Act.

Item 7.    Exemption from Registration Claimed.

        Not applicable.

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Item 8.    Exhibits.

        See Index to Exhibits following signature pages.

Item 9.    Undertakings.

        (a)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

        (i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

        (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant with the Securities Exchange Commission or furnished to the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

        (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)  The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (d)  The undersigned registrant hereby further undertakes that the registrant will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and the registrant will make or has made all changes required by the IRS in order to qualify the Plan.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on January 30, 2002.

CINERGY CORP.
By	James E. Rogers* Name: James E. Rogers Title: Chairman of the Board, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
James E. Rogers* James E. Rogers	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	January 30, 2002
/s/  R. FOSTER DUNCAN R. Foster Duncan	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	January 30, 2002
/s/  BERNARD F. ROBERTS Bernard F. Roberts	Vice President and Comptroller (Principal Accounting Officer)	January 30, 2002
James K. Baker* James K. Baker	Director	January 30, 2002
Phillip R. Cox* Phillip R. Cox	Director	January 30, 2002

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George C. Juilfs* George C. Juilfs	Director	January 30, 2002
Thomas E. Petry* Thomas E. Petry	Director	January 30, 2002
Jackson H. Randolph* Jackson H. Randolph	Director	January 30, 2002
Mary L. Schapiro* Mary L. Schapiro	Director	January 30, 2002
John J. Schiff, Jr.* John J. Schiff, Jr.	Director	January 30, 2002
Dudley S. Taft* Dudley S. Taft	Director	January 30, 2002

        * The undersigned, by signing his name hereto, does hereby execute this registration statement on behalf of the registrant and the officers and directors of the registrant indicated above by asterisks, pursuant to powers of attorney duly executed by such officers and directors and incorporated by reference as an exhibit to this registration statement.

/s/  R. FOSTER DUNCAN

R. Foster Duncan
Attorney-In-Fact
January 30, 2002

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INDEX TO EXHIBITS

(4)	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
	4.1.	Certificate of Incorporation of Cinergy Corp. (filed as Exhibit 3-b to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 and incorporated herein by reference)
	4.2.	By-laws of Cinergy Corp. (filed as Exhibit 3-a to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 and incorporated herein by reference)
	4.3.	Rights Agreement dated October 16, 2000 between Cinergy Corp. and The Fifth Third Bank, as Rights Agent (filed as Exhibit 1 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 16, 2000 and incorpo- rated herein by reference)
	4.4.	Cinergy Corp. 401(k) Excess Plan, as amended (filed as Exhibit 10-rr to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference)
	4.5.	Amendment to the Cinergy Corp. 401(k) Excess Plan
(5)	OPINION RE LEGALITY:
	5.1.	Opinion of Thompson Hine LLP
(23)	CONSENTS OF EXPERTS AND COUNSEL:
	23.1.	Consent of Arthur Andersen LLP
	23.2.	Consent of Thompson Hine LLP (contained in their opinion filed as Exhibit 5.1)
(24)	POWERS OF ATTORNEY:
	24.1.	Powers of Attorney granted by each officer and director whose name was signed to this registration statement by power of attorney
	24.2.	Certified copy of a resolution of the Board of Directors of Cinergy Corp.

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.

SIGNATURES
INDEX TO EXHIBITS

EX-4.5

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EXHIBIT 4.5

Adopted by the Compensation Committee
On January 24, 2002

AMENDMENT TO THE
CINERGY CORP. 401(K) EXCESS PLAN

        The Cinergy Corp. 401(k) Excess Plan, originally adopted as of January 1, 1997, as amended from time to time (the "Plan"), is hereby amended effective as of January 1, 2002.

(1)  Explanation of Amendment

        The Plan provides eligible employees with the opportunity to make elective deferrals of compensation and provides employer matching contributions with respect to those elective deferrals. Effective as of January 1, 2002, the Plan is amended to permit Cinergy Corp. and certain of its affiliates to make nonelective employer contributions to the Plan on behalf of selected employees.

(2)  Amendment

(a)

Section 2.1(s) of the Plan is hereby amended in its entirety to read as follows:



"(s)

'Investment Options' means, with respect to any Plan Year, the investment options that the Committee makes available to Participants under the Plan from among the investment options available under the 401(k) Plan as of the first day of the Plan Year. The Committee, in its sole discretion, may from time to time establish procedures under which one or more Investment Options are made available, in accordance with terms and conditions established by the Committee, only to certain Participants and/or only for certain Plan Years designated by the Committee."

(b)

Section 2.1(u) of the Plan is hereby amended in its entirety to read as follows:



"(u)

'Participant' means an Eligible Employee or former Eligible Employee who has an interest in the Plan pursuant to Section 3.2 (Election to Defer), 3.3 (Employer Base Matching Contributions), 3.4 (Employer Incentive Matching Contributions) or 3.6 (Nonelective Employer Contributions)."

(c)

Section 2.1 of the Plan is hereby amended by adding the following new Subsections at the end thereof:



"(cc)

'Nonelective Employer Contribution' means, with respect to a Participant, the contribution made by the Employer on behalf of a Participant pursuant to Section 3.6 (Nonelective Employer Contributions).



(dd)

'Nonelective Employer Contributions Account' means, with respect to a Participant, the bookkeeping account that serves as a record of the Nonelective Employer Contributions and earnings and losses on those contributions credited to the Participant under the terms of this Plan.



(ee)

'Company Stock' means shares of the common stock of the Company."

(d)

Section 3.5 of the Plan is hereby amended in its entirety to read as follows:



"3.5

Cessation of Participation. Any Participant who ceases to be an Eligible Employee, but continues to be an Employee, shall cease to be eligible to make deferrals or receive contributions under this Article but, to the extent applicable, shall continue to have a Deferral Account, a Matching Account and a Nonelective Employer Contributions

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Account, shall continue to be credited with earnings and losses on his Accounts under Section 4.2 (Earnings and Losses) (until those Accounts are fully distributed pursuant to Article V (Distribution of Benefits)) and shall be entitled to receive benefits under Article V (Distribution of Benefits)."

(e)

Article III of the Plan is hereby amended by adding the following new Section 3.6 at the end thereof:



"3.6

Nonelective Employer Contributions. An Employer may, in its sole discretion, make a Nonelective Employer Contribution to a Participant's Nonelective Employer Contributions Account. The amount of such Nonelective Employer Contribution, if any, shall be determined by the Employer in its sole discretion."

(f)

Section 4.1 of the Plan is hereby amended in its entirety to read as follows:



"4.1

Establishment of Accounts. The Committee shall create and maintain adequate records to disclose the interest in the Plan of each Participant and Beneficiary. Records shall be in the form of individual bookkeeping accounts, which shall be credited with deferrals and contributions, to the extent applicable, pursuant to Sections 3.2 (Election to Defer), 3.3 (Employer Base Matching Contributions), 3.4 (Employer Incentive Matching Contributions), and 3.6 (Nonelective Employer Contributions) and earnings and losses pursuant to Section 4.2 (Earnings and Losses), and debited with any contributions to a 401(k) Plan pursuant to Section 4.7 (Determination and Treatment of Amounts Contributable to the 401(k) Plan) and any payments pursuant to Article V (Distribution of Benefits). To the extent applicable, each Participant shall have a separate Deferral Account, Matching Account and Nonelective Employer Contributions Account. The Participant's interest in his Accounts shall be fully vested at all times. Notwithstanding the preceding sentence, the Participant's interest in his Accounts shall be subject to the claims of the Company's general creditors in the event the Company becomes Insolvent."

(g)

Section 4.2(a) of the Plan is hereby amended in its entirety to read as follows:



"(a)

Deemed Investment of Accounts. Except as provided below, during each Plan Year, a Participant's Accounts shall be credited with investment earnings and losses as though they are invested, in accordance with the Participant's elections pursuant to Subsection (b), in one or more of the Investment Options. The deemed investment of a Participant's Accounts among the Investment Options, in accordance with the Participant's elections, is solely the measure of the investment performance of the Deferral Account, Matching Account and Nonelective Employer Contributions Account. It does not give the Participant any ownership interest in any Investment Option, nor does it bind the Company, the Committee, or the Trustee as to the investment of assets held in any Rabbi Trust or any other amounts represented by the Deferral Accounts, Matching Accounts or Nonelective Employer Contributions Accounts. Notwithstanding the above, all Nonelective Employer Contributions credited to an Eligible Employee's Nonelective Employer Contributions Account, plus earnings and losses thereon, shall be deemed to be invested at all times in Company Stock in accordance with procedures established from time to time by the Committee."

(h)

The fourth sentence of Section 4.2(b) of the Plan is hereby amended in its entirety to read as follows:

"A Participant may change his Investment Option designations (for his future deferrals and contributions, his existing Accounts, or both) once each Plan Year, as of the first day of the Plan Year, by filing an appropriate election form with the Committee by the prior

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December 31, provided, however, that once a portion of a Participant's Account is deemed invested in Company Stock, such Participant shall not be entitled to change the deemed investment of that portion of his Account to another Investment Option."

(i)

Section 4.3(d) of the Plan is hereby deleted in its entirety and the following is hereby substitute therefor:



"(d)

The Nonelective Employer Contribution shall be credited on the date specified by the Employer to a Participant's Nonelective Employer Contributions Account in an amount stated in terms of cash, which amount shall then immediately be deemed invested in Company Stock in accordance with procedures established from time to time by the Committee, which procedures shall take into account the fair market value of the Company Stock at the time that the Nonelective Employer Contributions are credited to the Participant's Nonelective Employer Contributions Account. An Eligible Employee does not need to make deferrals pursuant to Section 3.2 (Election to Defer) of this Plan to receive Nonelective Employer Contributions.



(e)

Earnings and losses on the deemed investment of the Participant's Deferral Account, Matching Account and Nonelective Employer Contributions Account under Section 4.2 (Earnings and Losses) shall be credited monthly, on the last day of each month, based on the value of the Participant's Deferral Account, Matching Account and Nonelective Employer Contributions Account as of the first day of the month."

(j)

The second sentence of Section 4.4(a) of the Plan is hereby amended in its entirety to read as follows:

"The Employer's promise to pay benefits under the Plan shall not be secured in any way, and except as provided in Subsection (b), the Company shall not set aside or segregate assets for the purpose of paying amounts credited to Participants' Deferral Accounts, Matching Accounts or Nonelective Employer Contributions Accounts."

(k)

Section 4.5 of the Plan is hereby amended by adding the following new subsection (c) at the end thereof:



"(c)

Nonelective Employer Contributions Account. The value of a Participant's Nonelective Employer Contributions Account as of any date shall equal the dollar amount of any contributions credited to the Nonelective Employer Contributions Account pursuant to Sections 3.6 (Nonelective Employer Contributions), increased or decreased by the earnings and losses deemed to be credited to the Nonelective Employer Contributions Account in accordance with Section 4.2 (Earnings and Losses), and decreased by any payments made from the Nonelective Employer Contributions Account to the Participant or his Beneficiary pursuant to Article V (Distribution of Benefits)."

(l)

Section 5.1 of the Plan is hereby amended by adding the following new subsection (d) at the end thereof:



"(d)

Distribution in Cash or Company Stock. Except as otherwise provided in this Subsection (d), all distributions from the Plan shall be made in the form of cash.



(1)

Deferrals. For each Plan Year that a Participant is allowed, in accordance with procedures established by the Committee from time to time, to elect that his deferrals for the Plan Year be deemed invested in Company Stock, such Participant may elect on a form provided by the Committee, which form must be submitted to the Committee prior to the time that he makes such deferrals, whether the portion of his Deferral Account that is attributable to such deferrals, but only to the extent such portion of his Deferral Account is deemed invested in Company Stock at the

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time of distribution, will be distributed, in accordance with the remaining provisions of this Article V, in cash or in Company Stock.

(2)

Nonelective Employer Contributions. With the consent of the Committee, amounts credited to each Participant's Nonelective Employer Contributions Account, if any, shall be distributed, at the election of Participant, which election shall be made in accordance with procedures established from time to time by the Committee, in cash or in Company Stock."

(m)

Section 5.3 of the Plan is hereby amended by deleting the phrase "Deferral Account or Matching Account" each place it appears therein and substituting therefor the word "Accounts".

        IN WITNESS WHEREOF, Cinergy Corp. has caused this Amendment to be executed and approved by its duly authorized officer on January 30, 2002.

By:	/s/  TIMOTHY J. VERHAGEN
Its:	Vice President

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EXHIBIT 4.5

EX-5.1

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EXHIBIT 5.1

THOMPSON HINE LLP
2000 Courthouse Plaza, N.E.
10 West Second Street
Dayton, Ohio 45402-1758

January 30, 2002

Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202

Ladies and Gentlemen:

        We have acted as counsel to Cinergy Corp, a Delaware corporation (the "Company"), in connection with the registration by the Company under the Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement") of shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), which may be offered and sold pursuant to the Cinergy Corp. 401(k) Excess Plan, as amended (the "Plan").

        In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary, including: (a) the Company's Certificate of Incorporation, (b) the Company's By-laws, as amended, and (c) the Plan.

        Based on the foregoing, we are of the opinion as follows:

        1.    The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware.

        2.    The shares of Common Stock which may be issued or delivered pursuant the Plan, assuming (except as to treasury shares) that the per share consideration is at least equal to the par value of the Common Stock, will be, when issued or delivered in accordance with the terms of the Plan, validly issued, fully paid and nonassessable.

        We are members of the bar of the State of Ohio and, accordingly, we do not express any opinion as to any matter governed by any laws other than the laws of the State of Ohio, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

        We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/  THOMPSON HINE LLP    

THOMPSON HINE LLP

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EXHIBIT 5.1

EX-23.1

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EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

        As independent public accountants, we hereby consent to the incorporation by reference into this Registration Statement of our report dated January 23, 2001, on Cinergy Corp.'s consolidated financial statements, included in Cinergy Corp.'s Annual Report on Form 10-K for the year ended December 31, 2000, and to all references to our Firm included in this Registration Statement.

Cincinnati, Ohio	/s/  ARTHUR ANDERSEN LLP
January 24, 2002	ARTHUR ANDERSEN LLP

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EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

EX-24.1

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EXHIBIT 24.1

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 24 day of January, 2002.

/s/  JAMES K. BAKER James K. Baker

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 25 day of January, 2002.

/s/  PHILLIP R. COX Phillip R. Cox

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 21 day of January, 2002.

/s/  GEORGE C. JUILFS George C. Juilfs

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 22 day of January, 2002.

/s/  THOMAS E. PETRY Thomas E. Petry

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 19 day of January, 2002.

/s/  JACKSON H. RANDOLPH Jackson H. Randolph

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 23 day of January, 2002.

/s/  JAMES E. ROGERS James E. Rogers

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 25 day of January, 2002.

/s/  MARY L. SCHAPIRO Mary L. Schapiro

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 24 day of January, 2002.

/s/  JOHN J. SCHIFF, JR. John J. Schiff, Jr.

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, with full power to act without the other, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements of Cinergy Corp. on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of shares of Cinergy Corp. Common Stock which may be issued pursuant to the Cinergy Corp. 401(k) Excess Plan, and to file such Registration Statements, with all exhibits and schedules thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned director has caused this Power of Attorney to be executed as of this 28 day of January, 2002.

/s/  DUDLEY S. TAFT Dudley S. Taft

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EXHIBIT 24.1

EX-24.2

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EXHIBIT 24.2

CERTIFICATE OF SECRETARY

        I, JULIA S. JANSON, Secretary of Cinergy Corp., a Delaware corporation, DO HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted by the Board of Directors of said corporation on January 25, 2002, and that such resolution has not been amended and is in full force and effect on the date hereof:

RESOLVED FURTHER that each officer and director of the Corporation who may be required to sign and execute each Registration Statement covering such securities or amendments and supplements thereto or documents in connection therewith (whether for or on behalf of the Corporation, or as an officer of the Corporation, or otherwise) is hereby authorized to execute a power of attorney appointing James E. Rogers, R. Foster Duncan, Wendy L. Aumiller, Jerome A. Vennemann and Julia S. Janson, and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead, in any such capacity, such Registration Statements and any and all amendments and supplements thereto, including amendments or supplements to the prospectus contained in such Registration Statement or amendments thereto, and to file the same, with all exhibits and schedules thereto and other documents in connection therewith, with the Commission, each of such attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of such officers and directors who shall have executed such a power of attorney, every act whatsoever which such attorneys, or either of them, may deem necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person.

        IN WITNESS WHEREOF, I have hereunto subscribed my name this 29th day of January, 2002.

/s/  JULIA S. JANSON Julia S. Janson
Secretary

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EXHIBIT 24.2