8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2006

DUKE ENERGY CORPORATION

(formerly Duke Energy Holding Corp.)

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32853	20-2777218
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

526 South Church Street, Charlotte, North Carolina  28202-1904

(Address of Principal Executive Offices, including Zip code)

(704) 594-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement

On May 11, 2006, the Board of Directors (the “Board”) of Duke Energy Corporation (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved the following compensation for non-employee Directors, effective as of the inaugural meeting of the Board on April 4, 2006.

Type of Fee	Amount
Annual Board Retainer (Cash)	$50,000
Annual Board Retainer (Stock)	$75,000 value (equity vehicle may vary)
Board Meeting Fees	$2,000, including telephonic meetings
Annual Lead Director Retainer	$20,000
Annual Audit Committee Chair Retainer	$20,000
Annual Chair Retainer (Other Committees)	$8,500
Audit Committee Meeting Fees	$3,000 for in-person attendance at meetings held in conjunction with Board meetings. $2,000 for telephonic meetings not in conjunction with Board meetings or for telephonic participation in meetings held in conjunction with Board meetings.
Nuclear Oversight Committee Meeting Fees	$4,000 for in-person attendance at meetings held in conjunction with Board meetings. $2,000 for telephonic meetings not in conjunction with Board meetings or for telephonic participation in meetings held in conjunction with Board meetings.
Other Committee Meeting Fees	$2,000 for in-person attendance at meetings held in conjunction with Board meetings, telephonic meetings not in conjunction with Board meetings and telephonic participation in meetings held in conjunction with Board meetings.
Special, In-Person Meetings Not Held in Conjunction With Board Meetings	$2,500

Except for the portion of the annual Board retainer that is provided in stock, which amount is granted once each year, fees and retainers are paid on a quarterly basis. Directors may elect to defer fees and retainers under the Company’s applicable deferred compensation plan or arrangement, including the Duke Energy Corporation Directors’ Savings Plan II and the Cinergy Corp. Directors’ Deferred Compensation Plan. The Company maintains The Duke Energy Foundation Matching Gifts Program under which Directors are eligible for matching contributions of up to $5,000 per Director per calendar year to qualifying institutions. The Company also maintains a Charitable Giving Program for Directors who served on the Duke Power Company LLC Board of Directors on or prior to February 18, 1998, pursuant to which the Company will make, upon such Director’s death (or during his or her lifetime, under certain circumstances), donations of up to $1,000,000 to charitable organizations selected by the Director. The Company provides travel insurance to Directors, and reimburses Directors for expenses reasonably incurred in connection with attendance and participation at Board and Committee meetings and special functions.

A form of the agreement under which directors will receive stock compensation and make deferral elections is attached as Exhibit 10.1.

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Item 3.02.   Unregistered Sales of Equity Securities.

On May 10, 2006, the Company issued 18,711,214 shares of its Common Stock, par value $.001 per share, to former holders of the 1 ¾% Convertible Notes due 2023 issued by Duke Power Company LLC (formerly Duke Energy Corporation, a North Carolina corporation) (the “Convertible Notes”) who elected to convert their Convertible Notes. Through May 15, 2006, the Company has issued 25,703,995 shares in the aggregate in connection with conversions of Convertible Notes during the Company’s second quarter (inclusive of the May 10, 2006 conversions) and the Company has retired a total of approximately $601,369,000 of the Convertible Notes as a result of such conversions. No consideration was received by the Company in connection with the conversion of any of the Convertible Notes or the issuance of the Common Stock issuable upon such conversion. The Company relied upon the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, in connection with the issuance of such Common Stock.

Item 8.01.   Other Events.

On May 11, 2006, the Board of the Company approved a plan to pursue the sale or other disposition of its commercial marketing and trading business. The affected operations include Cinergy Marketing and Trading, LP, and Cinergy Canada, Inc., as well as applicable subsidiaries and affiliates. The exit is not expected to have a material impact on Duke Energy’s ongoing earnings.

On May 12, 2006, the Company issued a press release announcing the approved plan to pursue the sale or disposition. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d)      Exhibits.

10.1   Form Phantom Stock Award Agreement and Election to Defer

99.1   Press Release issued by Duke Energy Corporation on May 12, 2006

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DUKE ENERGY CORPORATION
Date: May 16, 2006	By:	MARC E. MANLY
	Name:	Marc E. Manly
	Title:	Group Executive and Chief Legal Officer

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EXHIBIT INDEX

Exhibit	Description
10.1	Phantom Stock Award Agreement and Election to Defer
99.1	Press Release issued by Duke Energy Corporation on May 12, 2006

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EX-10.1

Exhibit 10.1

INDEPENDENT DIRECTOR AWARD

PHANTOM STOCK AWARD AGREEMENT

This Phantom Stock Award Agreement (the “Agreement”) has been made as of  (the “Date of Grant”) between Duke Energy Corporation, a Delaware corporation, with its principal offices in Charlotte, North Carolina (the “Corporation”), and (the “Grantee”).

RECITALS

Under the            as it may, from time to time, be amended (the “Plan”), the Board of Directors of the Corporation (the “Board”) has determined the form of this Agreement and selected the Grantee, as an Independent Director, to receive the award evidenced by this Agreement (the “Award”) and the Phantom Stock units and tandem Dividend Equivalents that are subject hereto. The applicable provisions of the Plan are incorporated in this Agreement by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

AWARD

In accordance with the Plan, the Corporation has made this Award, effective as of the Date of Grant and upon the following terms and conditions:

Section 1.     Number and Nature of Phantom Stock Units and Tandem Dividend Equivalents. The number of Phantom Stock units and the number of tandem Dividend Equivalents subject to this Award are each             (     ). Each Phantom Stock unit, upon becoming vested, before its expiration, represents a right to receive payment in the form of one (1) share of Common Stock. Each tandem Dividend Equivalent represents a right to receive cash payments equivalent to the amount of cash dividends declared and paid on one (1) share of Common Stock after the Date of Grant and before the Dividend Equivalent expires. Phantom Stock units and Dividend Equivalents are used solely as units of measurement, and are not shares of Common Stock and the Grantee is not, and has no rights as, a stockholder of the Corporation by virtue of this Award.

Section 2.     Vesting of Phantom Stock Units. The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:

a.Upon Grantee continuously remaining an Independent Director from the Date of Grant through            .

b.100%, upon Grantee ceasing to continuously remain an Independent Director, provided such cessation constitutes a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (i) after Grantee has attained age sixty-two (62) and has completed at least ten (10) years of continuous service as an Independent Director (including, if applicable, continuous service as a member of the board of directors of Cinergy Corp.), (ii) on or after the date of the annual meeting of the stockholders of the Corporation coinciding with, or next following, Grantee’s attainment of age seventy (70), (iii) by reason of Grantee’s total and permanent disability within the meaning of Code Section 22(e)(3), or (iv) by reason of Grantee’s death.

c.100%, upon the occurrence of a Change in Control, provided such occurrence would satisfy the distribution requirements of Code Section 409A(a)(2)(A)(v).

Section 3.     Forfeiture/Expiration. Any Phantom Stock unit subject to this Award shall be forfeited upon Grantee ceasing to continuously remain an Independent Director from the Date of Grant, except to the extent otherwise provided in Section 2, and, if not previously vested and paid, or deferred, or forfeited, shall expire immediately before the tenth anniversary of the Date of Grant. Any Dividend Equivalent subject to this Award shall expire at the time the unit of Phantom Stock with respect to which the Dividend Equivalent is in tandem (i) is vested and paid, or deferred, (ii) is forfeited, or (iii) expires.

Section 4.     Dividend Equivalent Payments. Payments with respect to any Dividend Equivalent subject to this Award shall be paid in cash to the Grantee as soon as practicable following any time cash dividends are declared and paid with respect to the Common Stock on or after the Date of Grant and before the Dividend Equivalent expires (but in no event shall such payment be made later than March 15 of the year following the calendar year in which the dividends are paid to the holders of Common Stock). However, should the timing of a particular payment under Section 5 to the Grantee in shares of Common Stock in conjunction with the timing of a particular cash dividend declared and paid on Common Stock be such that the Grantee receives such shares without the right to receive such dividend and the Grantee would not otherwise be entitled to payment under the expiring Dividend Equivalent with respect to such dividend, the Grantee, nevertheless, shall be entitled to such payment.

Section 5.     Payment of Phantom Stock Units. Payment of Phantom Stock units subject to this Award shall be made to the Grantee as soon as practicable following the time such units become vested in accordance with Section 2 prior to their expiration, but in no event later than 30 days following such vesting, except to the extent deferred by Grantee. Payment shall be in the form of one (1) share of Common Stock for each full vested unit of Phantom Stock and any partial vested Phantom Stock unit

shall be valued on the basis of the corresponding part of the Fair Market Value of a share of Common Stock on the date the respective partial Phantom Stock unit became vested and shall be paid in cash.

Section 6.     No Right to Continue to Be an Independent Director. Nothing in this Agreement or in the Plan shall confer upon the Grantee the right to continue as an Independent Director or to be nominated as a candidate for re-election as an Independent Director.

Section 7.     Nonalienation. The Phantom Stock units and Dividend Equivalents subject to this Award are not assignable or transferable by the Grantee. Upon any attempt to transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such Phantom Stock unit or Dividend Equivalent, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon such Phantom Stock unit or Dividend Equivalent, or upon such right or privilege, such Phantom Stock unit or Dividend Equivalent or right or privilege, shall immediately become null and void.

Section 8.     Determinations. Determinations by the Board, or its delegatee, shall be final and conclusive with respect to the interpretation of the Plan and this Agreement.

Section 9.     Governing Law. The validity and construction of this Agreement shall be governed by the laws of the state of Delaware applicable to transactions taking place entirely within that state.

Section 10.   Certain Definitions. The following shall apply notwithstanding anything in this Agreement or the Plan to the contrary. The term “Change in Control” has the meaning given such term in Section 12.2 of the Duke Energy Corporation 1998 Long-Term Incentive Plan, as amended; provided, however, that no Change in Control shall be deemed to occur in respect of any transactions or events resulting from the separation of the Corporation’s gas and electric businesses. The term “Independent Director” means a member of the Board who is not an employee of the Corporation or any entity that is wholly owned, directly or indirectly, by the Corporation, or any other affiliate of the Corporation that is so designated, from time to time, by the Board.

Section 11.   Conflicts with Plan and Correction of Errors. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such Plan provision shall be controlling and the applicable provision of this Agreement shall be without force and effect to the extent necessary to cause such Plan provision to be controlling. In the event that, due to administrative error, this Agreement does not accurately reflect a Phantom Stock Award properly granted to Grantee pursuant to the Plan, the Corporation, acting through its Executive Compensation and Benefits Department, reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document. It is the intention of the Corporation and the Grantee that this Award not result in unfavorable tax consequences to Grantee under Code Section 409A. Accordingly, Grantee consents to such

amendment of this Agreement as the Corporation may reasonably make in furtherance of such intention, and the Corporation shall promptly provide, or make available to, Grantee a copy of any such amendment.

NOTWITHSTANDING THE FOREGOING, this Award is subject to cancellation by the Corporation in its sole discretion unless the Grantee, by not later than          has signed a duplicate of this Agreement, in the space provided below, and returned the signed duplicate to the Executive Compensation and Benefits Department - Phantom Stock (STO5F), Duke Energy Corporation, P. O. Box 1007, Charlotte, NC 28201-1007, which, if and to the extent permitted may be accomplished by electronic means.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed and granted in Charlotte, North Carolina, to be effective as of the Date of Grant.

ATTEST:		DUKE ENERGY CORPORATION
By:		By:
	Corporate Secretary	Its:	Chief Executive Officer

Acceptance of Phantom Stock Award

IN WITNESS OF Grantee’s acceptance of this Award and Grantee’s agreement to be bound by the provisions of this Agreement and the Plan, Grantee has signed this Agreement this         day of                      .

Grantee’s Signature

(print name)

(social security number)

(address)

Election to Defer

This Agreement (“Agreement”) is made and entered into as of            by and between Duke Energy Corporation, a Delaware corporation (the “Company”) and             (the “Director”).

WHEREAS, the Company and the Director wish to provide for the deferral of the payment of certain shares of the Company’s common stock (“Common Stock”) that may be payable upon the vesting of the Phantom Stock Award Agreement provided to the Director by the Company (the “Award”) in       in consideration for the Director’s service as a member of the Company’s Board of Directors (“Board”).

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Director hereby agree as follows:

1.   Account.   The Company shall establish a bookkeeping account for the benefit of the Director (the “Account”). The balance in the Account shall reflect the shares of Common Stock credited by the Company, and adjustments thereto for dividend equivalents, in accordance with Section 2 hereof.

2.   Credit to, and Adjustment of, Account.   Effective upon the vesting of the Director’s Award, the Company shall credit to the Account the number of shares of Common Stock that otherwise would have been delivered to the Director pursuant to the Award. The amount credited to the Account, plus dividend equivalents thereon, shall be deemed to be invested at all times in shares of Common Stock, in accordance with procedures established from time to time by the Board or its delegate. The Board or its delegate may make or provide for such adjustments in the number of shares of Common Stock credited to the Account as the Board or its delegate, in its sole discretion exercised in good faith, may determine is equitably required in order to prevent dilution or enlargement of the Director’s rights that otherwise would result from (i) any stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets or issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Board or its delegate, in its sole discretion exercised in good faith, may provide, in substitution for the Common Stock credited to the Account, such alternative consideration as it may determine to be equitable in the circumstances.

3.   Payments to Director.   The Director will be entitled to receive the shares of Common Stock then-credited to his Account as soon as administratively practicable following the date on which the Director ceases to be a director of the Company and its affiliates. The lump sum payment shall be made in the form of shares of Common Stock, and cash in lieu of any fractional share. The payment to the Director of a single lump sum payment shall discharge all obligations of the Company to the Director under

this Agreement. Notwithstanding the above, the date on which the Director ceases to be a director of the Company shall be deemed to have not occurred for purposes of this Agreement unless such cessation constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations promulgated thereunder.

4.   Death.   If the Director dies before the balance of his Account has been paid to him, the balance of the Account shall be paid to the Director’s beneficiary in a single lump sum payment as soon as administratively practicable following the date of the Director’s death. The lump sum payment shall be made in the form of shares of Common Stock, and cash in lieu of any fractional share. The Director’s “beneficiary” is the person or persons, including one or more trusts, designated by the Director to receive payment of the Account in the event of the death of the Director on a form provided by the Company. If the Director fails to designate a beneficiary or designates a beneficiary who fails to survive him, the Director’s beneficiary shall be his estate.

5.   Administration.   The Company, through the Board or its delegate, shall be responsible for the general administration of the Agreement and for carrying out the provisions hereof. All payments under this Agreement shall be paid by the Company out of its general assets. No amount payable under this Agreement may be assigned, transferred, encumbered or subject to any legal process for the payment of any claim against the Director or his or her beneficiary. This Agreement may be amended from time to time by a writing signed by both parties hereto which makes specific reference to this Agreement. This Agreement and the Director’s rights under it shall be construed and determined in accordance with the laws of the State of Delaware. This Agreement shall be binding upon the successors and assigns of the parties hereto.

6.   Compliance with Law.   This Agreement shall be construed, administered and governed in a manner that is consistent with, and that satisfies the requirements of, Section 409A of the Code and any regulations promulgated thereunder, so that taxation to the Director is deferred under this Agreement until distribution as provided hereunder.

7.   Tax Withholding.   To the extent required by law, the Company will withhold all applicable income and other taxes from amounts otherwise payable under this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties as of the date first written above.

DIRECTOR DUKE ENERGY CORPORATION

EX-99.1

Exhibit 99.1

May 12, 2006	MEDIA CONTACT:	Peter Sheffield
	Phone:	980/373-4503
	24-Hour:	704/382-8333
	ANALYST CONTACT:	Julie Dill
	Phone:	980/373-4332

Duke Energy Announces Plans to Exit Commercial Marketing
and Trading Business

CHARLOTTE, N.C. — Duke Energy’s board of directors has approved a plan to pursue the sale or other disposition of its commercial marketing and trading business.

The affected operations include Cinergy Marketing and Trading, LP, and Cinergy Canada, Inc., as well as applicable subsidiaries and affiliates. The exit is not expected to have a material impact on Duke Energy’s ongoing earnings.

“The strategic decision to exit the marketing and trading operation is aligned with our continued focus on lowering the company’s risk profile,” said James E. Rogers, president and chief executive officer. “It is also consistent with the decision Duke Energy made in September 2005 to wind-down the trading associated with its North American wholesale power operations.”

“While we’re moving to monetize this piece of the business, we remain committed to the power, gas and coal marketing and trading operations that optimize our commercial asset position in the Midwest.”

Duke Energy will continue to own and operate a diverse fuel mix of wholesale power generation assets, approximately 8,700 megawatts, located in the Midwestern United States.

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Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: http://www.duke-energy.com.

Non-GAAP Financial Measures
Duke Energy’s management uses ongoing earnings, which is a non-GAAP financial measure as it represents earnings from continuing operations plus any discontinued operations from its Crescent Resources real estate unit, adjusted for the impact of special items, as a measure to evaluate operations of the company. Special items represent certain charges and credits which management believes will not be recurring on a regular basis. Management believes that the discussion of ongoing earnings provides useful information to investors, as it allows them to more accurately compare the company’s ongoing performance across periods. In 2006, ongoing earnings will be used as the basis for employee incentive bonuses. The most directly comparable GAAP measure for ongoing earnings is reported earnings from continuing operations, which includes the impact of special items. Due to the forward-looking nature of ongoing earnings for future periods, the company is unable to forecast the impact of the strategic decision to exit the marketing and trading operation on reported earnings as the company is unable to forecast any special items for future periods that might result from this decision.

Forward-Looking Statements
This document includes statements that do not directly or exclusively relate to historical facts. Such statements may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can typically identify forward-looking

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statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other similar words. The forward-looking statements reflect management’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from the forward-looking statements included in this document. These risks and uncertainties include, among other things, state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures, and affect the speed at and degree to which competition enters the electric and natural gas industries; the outcomes of litigation and regulatory investigations, proceedings or inquiries; the weather and other natural phenomena; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; general economic conditions, including any potential effects arising from terrorist attacks and any consequential hostilities or other hostilities; changes in environmental and other laws and regulations to which Duke Energy and its subsidiaries are subject or other external factors over which Duke Energy has no control; the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; the amount of collateral required to be posted from time to time in Duke Energy’s transactions; competition and regulatory limitations affecting the success of Duke Energy’s divestiture plans, including the prices at which Duke Energy is able to sell its assets; the performance of electric generation, pipeline and natural gas processing facilities; the extent of success in connecting natural gas supplies to gathering and processing systems and in connecting and expanding natural gas and electric markets; conditions of the capital markets and equity markets during the periods covered by the forward-looking statements; and opportunities for Duke Energy’s business units, including the timing and success of efforts to develop domestic and international power, pipeline, gathering, liquefied natural gas, processing and other infrastructure projects. Additional factors that may affect the future results of Duke Energy are set forth in the Duke Power Company LLC and

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Cinergy Corp. filings with the Securities and Exchange Commission (“SEC”), which are available at
www.duke-energy.com/investors/. Duke Energy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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