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OHIO IBEW ENDORSES CINERGY MERGER

 CINCINNATI, June 22 /PRNewswire/ -- The Cincinnati Gas & Electric Co. said today that its merger with PSI Resources Inc. to form CINergy Corp. has been endorsed by the Ohio State Conference of the International Brotherhood of Electrical Workers.
 In a resolution, the Ohio IBEW said it "recommends to the various governmental bodies both in Ohio and Indiana, to all politicians of any persuasion and to the citizens of both of these great states that this pending merger be approved and implemented as soon as legally possible."
 "This is a significant statement of support for the CINergy merger," said Jackson H. Randolph, chairman, president and chief executive officer of CG&E. "We believe that the merger will create a `win-win' situation for all those who have a stake in our companies, and we appreciate the endorsement of the Ohio IBEW."
 The resolution was signed by M.L. Hoover, president of the Ohio IBEW, and Timothy O'Leary, secretary. O'Leary also is president of IBEW Local 1347 and a senior construction electrician at CG&E.
 The IBEW noted that "this merger will stabilize employment and provide employees security and opportunity to grow and contribute to their communities." The resolution also said CINergy will bring low cost service and keep rate increases reasonable, as well as being a major voice in the development of energy policy regionally and nationally.
 The Ohio State Conference of the IBEW is made up of members employed by various businesses throughout the state.


NOTIFICATION OF INTEREST OF PERSONS POTENTIALLY SOLICITING PROXIES
 The participants in this solicitation are as follows: The Cincinnati Gas & Electric Company ("CG&E"); the following directors of CG&E: Neil A. Armstrong, Oliver W. Birckhead, Clement L. Buenger, C. Robert Everman, George C. Juilfs, Thomas E. Petry, Jackson H. Randolph, Jane L. Rees, Ph.D., John J. Schiff, Jr., Dudley S. Taft, and Oliver W. Waddell; the following officers of CG&E: Donald R. Blum, Terry E. Bruck, Donald C. Funke, Daniel R. Herche, Donald I. Marshall, James J. Mayer, Stephen G. Salay, William L. Sheafer, George H. Stinson, W. Denis Waymire, and Robert P. Wiwi; the following employees of CG&E: Kim Adams, Robert Andriot, Bradley Arnett, Wendy Aumiller, Wendy Beckelhymer, Cheryl Braun, Mark Chastain, Carlton Chavis, Elizabeth Cooley, G. Roger Daniel, William Dehmer, Bonnie Doherty, Jeff Dorsey, William Evers, C. Robert Hetterick, Robin LaBare, James Lance, Davis Lloyd, James Mosley, Teresa O'Neill, Larry Riffe, Judy Ross, and Daphne Watts; the following employees of Morgan Stanley & Co. Incorporated: R. Bradford Evans, John H. Huneke, Marko C. Remec, Caren Byrd, Jay D. Hatfield, John Ehrenkranz, and Gary Brode. As of Dec. 31, 1992, all of the above persons taken as a whole own less than 1 percent of the outstanding shares of CG&E common stock in the aggregate and none of the outstanding shares of CG&E preferred stock.
 The Merger Agreement provides that, upon consummation of the Merger, CINergy's Board of Directors will consist of 19 persons with ten persons designated by CG&E.
 In connection with the Merger Agreement, Jackson H. Randolph, currently the Chairman, President and Chief Executive Officer of CG&E, entered into an employment agreement with CINergy Corp., CG&E, PSI Resources, Inc. and PSI Energy, Inc., effective upon consummation of the merger, which provides for Mr. Randolph to serve as Chief Executive Officer of CINergy until Nov. 30, 1995, and as Chairman of the Board of CINergy until Nov. 30, 2000. In addition, all of the officers listed above have entered into severance agreements with CG&E providing for cash severance payments under certain circumstances following the Merger, including certain situations involving the actual or constructive termination of employment following the Merger.
 CINergy has agreed to indemnify, to the fullest extent not prohibited by law, the present and former officers and directors of CG&E, including the CG&E officers and directors listed above, against certain liabilities arising out of or pertaining to actions or omissions occurring at or prior to the consummation of the Merger that arise from or are based on services as an officer or director that arise from or pertain to the transactions contemplated by the Merger Agreement, and to maintain the current policies of directors' and officers' liability insurance held by CG&E for a period of not less than six years after the Merger.
 -0- 6/22/93
 /CONTACT: Steven L. Brash of CINergy, 513-287-2226, or home, 513-231-6895/


CO: CINergy Corp. ST: Ohio IN: UTI SU: TNM

LR -- NY057 -- 4587 06/22/93 12:54 EDT
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Publication:PR Newswire
Date:Jun 22, 1993
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