TRUST AGREEMENT FOR EMPLOYEES' PLANS

 Exhibit 10-z

                 FOURTH AMENDMENT TO THE MASTER
              TRUST AGREEMENT FOR EMPLOYEES' PLANS

        This Fourth Amendment to the Master Trust Agreement for
Employees' Plans, entered into effective April 1, 1993,
expressly amends and modifies that certain Master Trust
Agreement dated as of October 26, 1989, by and between PSI
Resources, Inc. (formerly PSI Holdings, Inc.) (the "Company"),
and National City Bank, Indiana (formerly Merchants National
Bank & Trust Company) ("National City"), as trustee, to which
U.S. Trust Company of California, N.A. is the successor trustee
(the "Trustee").

        WHEREAS, effective as of October 26, 1989, the Company
and National City entered into a Master Trust Agreement
concerning the contribution of funds in trust with regard to
certain benefit plans applicable to employees upon a "Potential
Change in Control" or a "Change in Control" of the Company as
those terms are defined in the Master Trust Agreement;

        WHEREAS, the Master Trust Agreement was previously
amended effective December 1, 1992, April 1, 1993, and July 2,
1993, with respect to certain provisions;

        WHEREAS, the Company desires to further amend the Master
Trust Agreement to allow funding of non-equity benefit plans by
way of a letter of credit; to extend to three years the period
of time the trust corpus is to be held by the Trustee in the
absence of a Change in Control following a Potential Change in
Control before it is returned to the Company; to authorize the
Company, in its discretion, to determine that the threat
associated with a "Potential Change in Control" ceases to exist
so that funding of non-equity benefit plans is not necessary and
that previously deposited funds may be returned to the Company
earlier than otherwise allowed by the Master Trust Agreement;
and to modify the "Required Funding Amount" for the PSI Energy,
Inc. (formerly Public Service Company of Indiana, Inc.)
Severance Pay Plan to be determined by the Board of Directors on
a case-by-case basis in light of the existing circumstances;

        WHEREAS, the Company and the Trustee have determined
that only the amendment to the funding requirement of the PSI
Energy, Inc. Severance Pay Plan is subject to the written
consent requirement of Section 6.2 of the Master Trust
Agreement.

        NOW, THEREFORE, the parties agree as follows:

        1.  Effective April 1, 1993, the Company and the Trustee
agree that Article II of the Master Trust Agreement shall be
amended to read in full as follows:

                           "ARTICLE II
                   TRUST AND THE TRUST CORPUS

Section 2.1 Trust.  (a) The 'Required Funding Amount,' as
defined in the next sentence, shall be delivered by the Company
to the Trustee to be held in trust and to be administered and
disposed of by the Trustee as provided not later than 30 days
after the occurrence of a Potential Change in Control of the
Company (as defined in Article III) as to the Performance Shares
Plan, the 1989 Stock Option Plan, and the Employee Stock
Purchase and Savings Plan, and not later than 180 days after
such Potential Change in Control as to all other plans.  The
Required Funding Amount shall consist of the sum of the amounts,
determined as provided in Section 2.1(b), which will be
sufficient to fund the obligations to pay to the Employees
benefits due to them pursuant to the Plans, plus an amount to
provide for expenses and other costs of maintaining the Trust. 
The Required Funding Amount may be made by tendering either a
sum of cash (or in marketable securities having a fair market
value equal to such amount, or some combination thereof) or a
letter of credit equal to such amount, plus shares of the Common
Stock in respect of the Performance Shares Plan, the 1989 Stock
Option Plan, and the Employee Stock Purchase and Savings Plan.

    (b)  In the event of a Potential Change in Control of the
Company, the Company shall, every 6 months from the date of the
Potential Change in Control, unless the Trust Corpus shall
theretofore have been released pursuant to Article IV,
recalculate the Required Funding Amount as of the end of the
month immediately preceding the 6-month interval date as if the
Potential Change in Control had occurred at the end of that
month.  If the amount so calculated exceeds the fair market
value of the assets then held in Trust, or, in the case of
Common Stock, if the number of shares required to provide
benefits under the Performance Shares Plan, the 1989 Stock
Option Plan, and the Employee Stock Purchase and Savings Plan
exceeds the number then held in Trust, the Company shall
promptly (and in no event later than 30 days from the date of
such 6-month interval date) either pay to the Trustee an amount
in cash (or marketable securities, or any combination thereof)
or tender to the Trustee a letter of credit equal to the excess
and an amount in Common Stock equal to the excess number of
shares.  If the Required Funding Amount so calculated is less
than the fair market value of the assets held in Trust, or with
respect to the Performance Shares Plan, the 1989 Stock Option
Plan, and the Employee Stock Purchase and Savings Plan less than
the number of shares of Common Stock held in Trust, the Trustee,
upon receipt of written request from the Company, shall
distribute to the Company the difference.  The Trustee receives
and holds the Required Funding Amount pursuant to this Trust's
terms.  The Trustee has no affirmative duty to collect the
Required Funding Amount from the Company.

    (c)  The Required Funding Amount shall be determined as to
each of the Plans as follows:
                 (i) Under the Public Service Company of
Indiana, Inc. Executive Supplemental Life Insurance Program, an
amount of cash, on an undiscounted basis, equal to the face
value of all life insurance policies issued under the Plan as of
the date of the Potential Change in Control;

                (ii) Under the Public Service Company of
Indiana, Inc. Supplemental Pension Plan, an amount of cash, on
an undiscounted basis, equal to the sum of all payments that
would become due at age 65 and thereafter if the Employee's
employment terminated on the date of the Potential Change in
Control, using the actuarial life expectancies used under Public
Service Company of Indiana, Inc.'s qualified Pension Plan;

               (iii) Under the Public Service Company of
Indiana, Inc. Supplemental Retirement Plan, an amount of cash,
on an undiscounted basis, equal to the sum of all payments that
would become due at age 65 and thereafter if the Employee's
employment terminated on the date of the Potential Change in
Control;

                (iv) Under the Public Service Company of
Indiana, Inc. Performance Shares Plan, a number of shares of
Common Stock equal to the vested but not distributed stock
awards and an amount of cash equal to the earnings on the vested
but not distributed stock awards under the Plan as of the date
of the Potential Change in Control;

                 (v) Under the Public Service Company of
Indiana, Inc. Annual Incentive Plan, an amount of cash, on an
undiscounted basis, equal to the cash awards vested but not
distributed under the Plan as of the date of the Potential
Change in Control;

                (vi) Under the Public Service Company of
Indiana, Inc. 1989 Voluntary Work Force Reduction Plan, an
amount of cash, on an undiscounted basis, equal to the unpaid
separation, supplemental, and actuarial reduction replacement
benefits which will be paid to those Employees who elected to
participate in the Plan as of the date of the Potential Change
in Control;

               (vii) Under the PSI Holdings, Inc. 1989 Stock
Option Plan, a number of shares of Common Stock equal to the
number of shares in stock options granted to Employees under the
Plan as of the date of the Potential Change in Control;

              (viii) Under the Public Service Company of
Indiana, Inc. Severance Pay Plan, an amount of cash, on an
undiscounted basis, which in the opinion of the Company's Board
of Directors determined, in light of existing facts and
circumstances, to be sufficient to protect the interest of the
Company's employees; and

                (ix) Under the PSI Holdings, Inc. Employee Stock
Purchase and Savings Plan, a number of shares of Common Stock
equal to the number of shares in stock options granted to
Employees under the Plan as of the date of the Potential Change
in Control, and an amount of cash, on an undiscounted basis,
equal to the amount of cash in the Employees' purchase savings
accounts under the Plan as of that date.

    (d)  The payment by the Company, its subsidiaries or
affiliates pursuant to Section 2.1(a) and (b) shall be
accompanied by a schedule of the individual Employees for whose
accounts such payment is being made, which sets forth the
amounts delivered in respect of each Employee in respect of each
of the Plans and the address of each Employee."

         2.   Effective April 1, 1993, the Company and the
Trustee agree that Section 2.1 (e) shall be added to the Master
Trust Agreement as follows:

    "(e) Notwithstanding anything in this Agreement to the
contrary, the Company, in its sole discretion, may determine
that, with regard to any plan covered by this Agreement the
benefits of which are payable to participants solely in terms of
cash, there is no obligation to deposit the Required Funding
Amount under Section 2.1(a) or to recalculate the Required Fund
Amount under Section 2.1(b) because the occurrence of a Change
in Control of the Company is not likely to occur in that the
threat associated with a Potential Change in Control no longer
exists."

         3.   Effective as of April 1, 1993, the Company and the
Trustee agree that Section 2.2(a) of the Master Trust Agreement
shall be amended to read in full as follows:

         "SECTION 2.2 Trust Corpus.  (a)  The term "Trust
Corpus" means the amounts (including any letter of credit)
delivered to the Trustee as described in Section 2.1(a) plus all
amounts delivered thereafter pursuant to Section 2.1(b) (and
less amounts distributed from the Trust pursuant to Section
2.1(b) and Sections 4.2 and 4.3, or otherwise pursuant to this
Trust's terms), in whatever form held or invested as provided. 
The Trust Corpus shall be held, invested, and reinvested by the
Trustee in cash or marketable securities or shares of Common
Stock only in accordance with this Section.  Except for shares
of Common Stock delivered to the Trustee pursuant to Section
2.1(a) and (b), which shares shall be held by the Trustee until
distributed under Article IV, the Trustee shall use its good
faith efforts to invest or reinvest from time to time all or
such part of the Trust Corpus as it believes prudent under the
circumstances (taking into account, among other things,
anticipated cash requirements for the payment of benefits under
the Plans) in either one or a combination of the following
investments:
               (i)   Investments in direct obligations of the
United States of America or agencies of the United States of
America or obligations unconditionally and fully guaranteed as
to principal and interest by the United States of America, in
each case maturing within 1 year or less from the date of
acquisition, or in mutual funds investing in any such
obligations; or

              (ii)   Investments in negotiable certificates of
deposit (in each case maturing within 1 year or less from the
date of acquisition) issued by a commercial bank organized and
existing under the laws of the United States of America or any
state thereof having a combined capital and surplus of at least
$1 billion.

provided, however, that the Trustee shall not be liable for any
failure to maximize the income earned on that portion of the
Trust Corpus as is from time to time invested or reinvested as
set forth above, nor for any loss of income due to liquidation
of any investment which the Trustee, in its sole discretion,
believes necessary to make payments or to reimburse expenses
under the terms of this Trust.  The Trustee may commingle the
funds constituting the Trust Corpus regardless of the fact that
each Plan may have a separate and distinct Required Funding
Amount."

         4.   Effective as of April 1, 1993, the Company and the
Trustee agree that Section 4.1 of the Master Trust Agreement
shall be amended to read in full as follows:

         "SECTION 4.1  Delivery to the Company.  (a) If the
Company delivers the Required Funding Amount to the Trustee upon
a Potential Change in Control, that amount and interest thereon,
if any, if the interest has not been previously paid to the
Company shall be returned to the Company 3 years after delivery
to the Trustee unless a Change in Control shall have occurred
during the 3-year period.  The 3-year period shall be renewed in
the event of any subsequent Potential Change in Control
occurring during the initial period.  The Company shall notify
the Trustee of the occurrence of a Change in Control or
Potential Change in Control, and the Trustee may rely on the
notice or on any other actual notice, satisfactory to the
Trustee, of a change or potential change which the Trustee may
receive.

         (b) Notwithstanding anything in this Agreement to the
contrary, the Required Funding Amount with regard to any plan
covered by this Agreement the benefits of which are payable to
participants solely in terms of cash, shall be returned to the
Company prior to the conclusion of the initial 3-year period or
any renewal thereof if, in the Company's sole discretion, it is
determined that the occurrence of a Change in Control of the
Company is not likely to occur within the time period set forth
in Section 4.1 because the threat associated with a Potential
Change in Control no longer exists."

         5.   The Master Trust Agreement, as previously amended,
otherwise remains in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this
Fourth Amendment to the Master Trust Agreement for Employees'
Plans effective as of the date first written above.
PSI RESOURCES, INC.

By:  /s/ James E. Rogers           
     James E. Rogers
     Chairman

U.S. TRUST COMPANY OF
CALIFORNIA, N.A.

By:  /s/ Dennis M. Kunisaki        
     Name:   Dennis M. Kunisaki
     Title:  Vice President 

Basic Info X:

Name: TRUST AGREEMENT FOR EMPLOYEES' PLANS
Type: Trust Agreement
Date: March 21, 1994
Company: Duke Energy Indiana, Inc.
State: Indiana

Other info:

Date:

  • October 26 , 1989
  • December 1 , 1992
  • July 2 , 1993
  • April 1 , 1993

Organization:

  • PSI Resources , Inc.
  • National City Bank
  • Merchants National Bank & Trust Company
  • U.S. Trust Company of California
  • Company and National City
  • PSI Energy , Inc.
  • Public Service Company of Indiana , Inc. Executive Supplemental Life Insurance Program
  • 1989 Voluntary Work Force
  • PSI Holdings , Inc.
  • Company 's Board of Directors
  • Master Trust Agreement
  • Control or Potential Change in Control

Location:

  • Indiana
  • United States of America
  • U.S.
  • CALIFORNIA

Money:

  • $ 1 billion

Person:

  • James E. Rogers James E. Rogers
  • Dennis M. Kunisaki