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