Dave:
I talked with the legal guys at Cinergy and after further discussions with 
Mike Cyrus, they felt that since these discussions were at a high level and 
very early in discussions that a "CA" at this time was not needed.  There 
were two sticking points that I was trying to get them to backdown from: 1) a 
stand-still agreement and 2) a solicitation agreement.  They were not willing 
to back down from these, thus they concluded with suggesting no "CA".  Let me 
know if this is your thoughts as well.  Thanks!
Ben