Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 (I.R.S. Employer
incorporation or organization) Identification No.)
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(Address, including zip code, of Principal Executive Offices)
______________________
CINERGY CORP. 1996 LONG-TERM INCENTIVE
COMPENSATION PLAN
(Full title of the plan)
______________________
WILLIAM L. SHEAFER, Treasurer
JEROME A. VENNEMANN, Associate General Counsel
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 381-2000
(Names, address, including zip code, and telephone number, including area code,
of agents for service)
_________________________
Copies of all communications to:
RONAL R. NEWBANKS
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202
(Counsel for the Registrant)
_________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate offering Amount of
to be registered(1) registered(1) per share(2) price(2) registration fee
<S> <C> <C> <C> <C>
Common Stock, $0.01
Par Value . . . . . . . . . 7,000,000 shs. $32.9375 $230,562,500 $69,860.44
<FN>
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock as may become issuable with respect to all
or any of such shares pursuant to the antidilution provisions in the plan.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average
of the high and low sale price of the Common Stock on the New York Stock
Exchange on December 6, 1996.
</TABLE>
<PAGE>
CINERGY CORP. ("CINERGY")
1996 LONG-TERM INCENTIVE COMPENSATION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents (the "Incorporated Documents"), previously filed
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are hereby incorporated in this Registration
Statement by reference:
1. Registrant's Annual Report on Form 10-K for the year ended December 31,
1995, as amended.
2. Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, as amended, and September 30, 1996.
3. Registrant's Current Reports on Form 8-K dated May 7, 1996 and June 6,
1996.
4. Registrant's definitive proxy statement dated March 15, 1996, relating to
its Annual Meeting of Shareholders held on April 26, 1996.
5. The information under the caption "Item 4. Description of Securities to
be Registered" contained or incorporated in the Registration Statement on
Form 8-B (File No. 1-11377) filed by the registrant under Section 12 of
the Securities Exchange Act of 1934, as amended, including any amendments
or reports filed for the purpose of updating such description.
All documents subsequently filed by Cinergy 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 have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated in the Registration Statement by reference 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.
The statements made in this Registration Statement as to matters of law and
legal conclusions have been reviewed by Taft, Stettinius & Hollister, counsel
for Cinergy, and are made on the authority of that firm as experts. The members
and associates of such firm and their immediate families own directly or
indirectly an aggregate 17,078 shares of Cinergy's Common Stock.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Cinergy, being incorporated under the Delaware General Corporation Law (the
"DGCL"), 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 Cinergy's By-Laws provides that Cinergy shall indemnify
specified persons, including officers and directors of Cinergy, against
liabilities under certain circumstances. Also, Article VI provides that Cinergy
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 Cinergy's Certificate of
Incorporation provides limits to the personal liability of Cinergy's directors
for breach of fiduciary duties to the fullest extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit
No.
*4.1 Certificate of Incorporation of Cinergy (Exhibit to Cinergy's 1993
Form 10-K in File No. 1-11377).
*4.2 By-Laws of Cinergy as amended January 25, 1996. (Exhibit to
Cinergy's Form U-1 Declaration filed February 23,1996, in File No. 70-
8807).
*4.3 Cinergy Corp. 1996 Long-Term Incentive Compensation Plan (Exhibit to
Cinergy's Schedule 14A Definitive Proxy Statement filed March 13, 1996,
in File No. 1-11377).
*4.4 Amendment to the Cinergy Corp. 1996 Long-Term Incentive Compensation
Plan (Exhibit to Cinergy's September 30, 1996 Form 10-Q in File No. 1-
11377).
5 Opinion of Taft, Stettinius & Hollister as to legality of the Common
Stock being registered.
23.1 Consent of Taft, Stettinius & Hollister (included in their opinion
filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-7).
24.1 Powers of Attorney (filed herewith).
24.2 Certified copy of resolution of Cinergy's Board of Directors.
* The exhibits with an asterisk have been filed with the Securities and
Exchange Commission and are incorporated herein by reference.
II-2
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, 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 the
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 paragraphs (a)(1)(i) and (a)(1)(ii) of this section
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 pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the 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 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
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
II-3
<PAGE>
(h) 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.
II-4
<PAGE>
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 December 6, 1996.
CINERGY CORP.
By: *James E. Rogers
James E. Rogers, Vice Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
(i) Principal executive officer:
*James E. Rogers Vice Chairman, President December 6, 1996
James E. Rogers and Chief Executive Officer
(ii) Principal financial officer:
/s/ J. WAYNE LEONARD Group Vice President December 6, 1996
J. Wayne Leonard and Chief Financial Officer
(iii) Principal accounting officer:
/s/ CHARLES J. WINGER Comptroller December 6, 1996
Charles J. Winger
II-5
<PAGE>
Signatures Title Date
(iv) Directors:
* Neil A. Armstrong Director December 6, 1996
* James K. Baker Director December 6, 1996
* Michael G. Browning Director December 6, 1996
* Phillip R. Cox Director December 6, 1996
* Kenneth M. Duberstein Director December 6, 1996
* John A. Hillenbrand II Director December 6, 1996
* George C. Juilfs Director December 6, 1996
* Melvin Perelman Director December 6, 1996
* Thomas E. Petry Director December 6, 1996
* Jackson H. Randolph Director December 6, 1996
* James E. Rogers Director December 6, 1996
* John J. Schiff, Jr. Director December 6, 1996
* Philip R. Sharp Director December 6, 1996
* Van P. Smith Director December 6, 1996
* Dudley S. Taft Director December 6, 1996
* Oliver W. Waddell Director December 6, 1996
*By: /s/ J. WAYNE LEONARD
J. Wayne Leonard, Attorney-in-fact
II-6
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 25,
1996, included in Cinergy Corp.'s Annual Report on Form 10-K for the year ended
December 31, 1995, as amended, and to all references to our Firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Cincinnati, Ohio
December 6, 1996.
______________________
The consent of Counsel named as experts is included in their opinion being
filed as an Exhibit to the Registration Statement.
II-7
<PAGE>
EXHIBIT 5
[Letterhead of Taft, Stettinius & Hollister]
December 6, 1996
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
Dear Sirs:
We have acted as counsel to Cinergy Corp., a Delaware
corporation (the "Company"), in connection with the
registration under the Securities Act of 1933 (the "Act") of
7,000,000 shares (the "Securities") of common stock of the par
value of $.01 each of the Company to be offered under the
Cinergy Corp. 1996 Long-Term Incentive Compensation Plan (the
"Plan") pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") filed on the date hereof with the
Securities and Exchange Commission (the "Commission").
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of all such corporate records of the Company,
agreements and other instruments, certificates of public
officials and officers and representatives of the Company and
such other documents as we have deemed necessary as a basis for
the opinion hereafter expressed. In such examination, we have
assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of all documents
submitted to us as copies and the accuracy of the statements
contained in certificates. As to various questions of fact
material to such opinions we have, when relevant facts were not
independently established, relied upon certifications by
officers of the Company and other appropriate persons and
statements contained in the Registration Statement.
Based upon and subject to the foregoing and having regard
to legal considerations that we deem relevant, we are of the
opinion that the Securities to be issued under the Plan have
been duly authorized, and, when issued by the Company as
provided under and in accordance with the Plan and the terms of
the order of the Commission under the Public Utility Holding
Company Act of 1935, as amended, will be validly issued, fully
paid and nonassessable.
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ TAFT, STETTINIUS & HOLLISTER
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ NEIL A. ARMSTRONG
Neil A. Armstrong
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ JAMES K. BAKER
James K. Baker
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ MICHAEL G. BROWNING
Michael G. Browning
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ PHILLIP R. COX
Phillip R. Cox
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ KENNETH M. DUBERSTEIN
Kenneth M. Duberstein
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ JOHN A. HILLENBRAND II
John A. Hillenbrand II
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 18th day of July, 1996.
/s/ GEORGE C. JUILFS
George C. Juilfs
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 19th day of July, 1996.
/s/ MELVIN PERELMAN
Dr. Melvin Perelman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 18th day of July, 1996.
/s/ THOMAS E. PETRY
Thomas E. Petry
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ JACKSON H. RANDOLPH
Jackson H. Randolph
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 17th day of July, 1996.
/s/ JAMES E. ROGERS
James E. Rogers
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 22nd day of July, 1996.
/s/ JOHN J. SCHIFF, JR.
John J. Schiff, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 15th day of August, 1996.
/s/ PHILIP R. SHARP
Dr. Philip R. Sharp
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 18th day of July, 1996.
/s/ VAN P. SMITH
Van P. Smith
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 22nd day of July, 1996.
/s/ DUDLEY S. TAFT
Dudley S. Taft
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M.
Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney-
in-fact and agent for him and in his name to sign Registration Statements
on Form S-8 or such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration of Common
Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long-
Term Incentive Compensation Plan (the "Plan"), and of participations
(interests) in the Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto the attorneys-in-fact and agents, full
authority to do each act necessary to be done, as fully to all purposes
that he might do in person, hereby ratifying all that the attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 19th day of July, 1996.
/s/ OLIVER W. WADDELL
Oliver W. Waddell
<PAGE>
EXHIBIT 24.2
CERTIFICATE OF ASSISTANT SECRETARY
I, JEROME A. VENNEMANN, an Assistant Corporate Secretary of
Cinergy Corp., a Delaware corporation, DO HEREBY CERTIFY that the
following is a true and correct copy of a resolution duly adopted
at a meeting of the Board of Directors duly called and held on
April 26, 1996, and that such resolution has not been amended and
is in full force and effect on the date hereof:
NOW, THEREFORE, BE IT RESOLVED that each of J. Wayne Leonard
(Group Vice President and Chief Financial Officer), William
L. Sheafer (Treasurer), Cheryl M. Foley (Vice President,
General Counsel and Secretary), and Jerome A. Vennemann
(Assistant Secretary), with power to act without the others,
is authorized to sign Registration Statements on Form S-8 or
such appropriate form as may be required, including any and
all amendments and supplements thereto, for the registration
of Common Stock of this corporation to be offered pursuant to
the term of the Plan, and of participations (interests) in
the Plan, on behalf of and as attorney for any Director of
this corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 6th
day of December, 1996.
/s/ JEROME A. VENNEMANN
Assistant Corporate Secretary
