THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cinergy Corporation (CIN)

3/28/2005 Proxy Information

During February 2000, under Cinergy's Director, Officer and Key Employee Stock Purchase Program, directors, officers and key employees were able to purchase shares of Cinergy common stock, thereby further aligning their interests with those of our shareholders. Individual purchases financed through the Program ranged from $100,000 to $3,000,000. Five current directors and five current executive officers participated in the financing portion of the Program. As of December 31, 2004, approximately $8.8 million of common stock were being financed through the Program. Pursuant to subsequent legal requirements prohibiting loans made or arranged by Cinergy to officers and directors, no additional purchases were permitted after February 2000. The Program terminated pursuant to its terms earlier this year at which time all loans were repaid by the participants.

Miscellaneous

Mr. Benjamin C. Rogers, age 33, is the son of our Chairman, President and Chief Executive Officer and an employee of Cinergy Services, Inc., a subsidiary of Cinergy. For 2004, Mr. Benjamin Rogers received an aggregate of approximately $138,073 in base salary and bonus.

Mr. Schiff serves as an executive officer of certain entities from which Cinergy or its affiliates purchase, at competitive rates, certain bond and/or insurance coverage in connection with the Company's or its affiliates' ordinary business needs. In 2004, entities of which Mr. Schiff served as an executive officer received, in the aggregate, approximately $60,127 related to these services.

Mr. Cox serves as chief executive officer of Cox Financial Corporation, a company that acts as a broker with respect to the Company's executive life insurance program. Cox Financial Corporation earned approximately $23,069 related to these services in 2004.

3/19/2004 Proxy Information

Our Board of Directors has affirmatively determined that, other than Mr. Rogers, no director has a material relationship with the Company and, therefore, all are "independent" pursuant to the New York Stock Exchange's listing standards. In this regard, the Board considered the limited business in which the Company engages with entities associated with Messrs. Schiff and Cox. In particular, Mr. Schiff serves as an executive officer of certain entities from which Cinergy or its affiliates purchase, at competitive rates, certain bond and/or insurance coverage in connection with the Company's or its affiliates' ordinary business needs. In 2003, entities of which Mr. Schiff served as an executive officer received, in the aggregate, approximately $45,000 related to these services. Mr. Cox serves as chief executive officer of Cox Financial Corp., a company that acts as a broker with respect to the Company's executive life insurance program. Cox Financial Corp. earned approximately $97,500 related to services in 2003, which was billed as of the end of 2003 but was paid in 2004. Upon consideration of these transactions, the Board determined that due to the nature and amount of these transactions, they do not interfere with Messrs. Schiff's and Cox's abilities to exercise independent judgment as directors of the Company.

Director, Officer and Key Employee Stock Purchase Program

During February 2000, under Cinergy's Director, Officer and Key Employee Stock Purchase Program, directors, officers and key employees were able to purchase shares of Cinergy common stock, thereby further aligning their interests with those of our shareholders. Five current directors and five current executive officers are participating in the financing portion of the Program described below. As of December 31, 2003, totals of $11,450,000 of common stock purchased by current directors and executive officers and $11,750,000 purchased by other current officers and key employees were being financed through the Program. Individual purchases financed through the Program ranged from $150,000 to $3,000,000. Pursuant to new legal requirements prohibiting loans made or arranged by Cinergy to officers and directors, no additional purchases have been permitted since February 2000, and the Program will terminate by its terms on February 25, 2005.

Under the Program, participants had the option of financing the purchases through a five-year credit facility arranged by Cinergy with a bank. Loans to participants under the facility bear interest at the rate of 8.68% per year. Each participant is obligated to repay the bank the principal, interest and any prepayment fees associated with his or her loan, and each has assigned his or her dividend rights on the purchased shares to the bank to be applied to interest payments on the loan. Cinergy Services, Inc. and, in part, Cinergy have guaranteed repayment to the bank of 100% of each participant's loan obligations and the associated interest, and each participant has agreed to indemnify the guarantor for any payments made by it under the guaranty on the participant's behalf. A participant's obligations to the bank are unsecured, and no restrictions are placed on the participant's ability to sell, pledge or otherwise encumber or dispose of his or her purchased shares. If a participant incurs a prepayment penalty upon the prepayment of all his or her loans under the Program during the two-year period commencing upon a change in control of Cinergy, Cinergy will reimburse the participant for the prepayment penalty and related taxes.

Miscellaneous

Mr. Benjamin C. Rogers, age 32, is the son of our Chairman, President and Chief Executive Officer and an employee with Cinergy Services, Inc., a subsidiary of Cinergy. For 2003, Mr. Benjamin Rogers received an aggregate of approximately $131,350 in base salary and bonus.

3/14/2003 Proxy Information

Mr. Benjamin C. Rogers, age 31, is the son of our Chairman and Chief Executive Officer and began employment with Cinergy Services, Inc., a subsidiary of Cinergy, in March 2002. During 2002, Mr. Benjamin Rogers was paid an aggregate of approximately $95,400 in base salary, $75,000 in bonus and $45,200 relating to relocation benefits.

During February 2000, under Cinergy's Director, Officer and Key Employee Stock Purchase Program, directors, officers and key employees were able to purchase shares of Cinergy common stock, thereby further aligning their interests with those of our shareholders. Five current directors and eight current executive officers are participating in the financing portion of the Program described below. As of December 31, 2002, totals of $12,900,000 of common stock purchased by current directors and executive officers and $11,150,000 purchased by other current officers and key employees were being financed through the Program. Individual purchases financed through the Program ranged from $150,000 to $3,000,000. No additional purchases have been made under the Program since February 2000.

Participants had the option of financing the purchases through a five-year credit facility arranged by Cinergy with a bank. Loans to participants under the facility bear interest at the rate of 8.68% per year. Each participant is obligated to repay the bank the principal, interest and any prepayment fees associated with his or her loan, and each has assigned his or her dividend rights on the purchased shares to the bank to be applied to interest payments on the loan. Cinergy Services and, in part, Cinergy have guaranteed repayment to the bank of 100% of each participant's loan obligations and the associated interest, and each participant has agreed to indemnify the guarantor for any payments made by it under the guaranty on the participant's behalf. A participant's obligations to the bank are unsecured, and no restrictions are placed on the participant's ability to sell, pledge or otherwise encumber or dispose of his or her purchased shares. If a participant incurs a prepayment penalty upon the prepayment of all his or her loans under the Program during the two-year period commencing upon a change in control of Cinergy, Cinergy will reimburse the participant for the prepayment penalty and related taxes.