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: April 6, 2006

(Date of earliest event reported): April 3, 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:

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

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

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

¨ 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

Continuation of Current Compensation

On April 4, 2006, the Company’s Compensation Committee approved the continuation of the base salary levels, short-term incentive opportunities and long-term incentive opportunities, as were in effect immediately prior to the completion of the merger (the “Merger”) by and among the registrant, Duke Power LLC (formerly Duke Energy Corporation and referred to herein as “Duke Energy NC”) and Cinergy Corp. (“Cinergy”), for each of its executive officers other than James E. Rogers, including those of its named executive officers who are entitled to receive base salary, short-term incentives and long-term incentives, if any (i.e., Messrs. Fred J. Fowler, Jim W. Mogg, David L. Hauser and Dr. Ruth G. Shaw).

Amendment to Employment Agreement with Paul M. Anderson

On April 4, 2006, the Company entered into an amendment to the employment agreement of Mr. Paul M. Anderson to reflect the changes to Mr. Anderson’s employment status upon closing of the Merger and certain other matters. The amendment modifies the agreement to make it clear that Mr. Anderson will serve as Chairman of the Company rather than as Chairman and Chief Executive Officer. The amendment provides that in addition to his duties as Chairman, Mr. Anderson also generally will have responsibilities for analyzing potential strategic alternatives, including the separation of the Company’s gas and electric businesses.

Prior to its amendment, Mr. Anderson’s employment agreement provided that he would be granted a performance share award covering up to 120,000 shares of common stock for 2006. Mr. Anderson and the Company mutually agreed that, in light of the change in his role and responsibilities, his maximum performance share award for 2006 would be reduced to 70,000 shares. The vesting of a portion of Mr. Anderson’s performance shares (i.e., 30,000 shares) continues to be based 80% on the Company’s ongoing diluted earnings per share and 20% on previously-established strategic objectives, and the vesting of the remaining 40,000 performance shares will be based exclusively on strategic objectives that take into account the nature of Mr. Anderson’s new duties. Finally, the amendment provides that, effective June 1, 2006, Mr. Anderson will be required to pay for the cost of personal travel on Company aircraft in accordance with the Company’s standard rates and policies, and he will be responsible for the payment of any taxes on any imputed income.

The foregoing summary is qualified in its entirety by reference to the terms of the amendment, a copy of which is attached and incorporated herein by reference.

Employment Agreement with James E. Rogers

On April 4, 2006, the Company entered into a three-year employment agreement with Mr. James E. Rogers to provide for his employment as the Company’s Chief Executive Officer and President, effective as of the closing of the Merger on April 3, 2006. The agreement supersedes his employment agreement with Cinergy, except as described below.

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Under the agreement, Mr. Rogers will not receive a base salary and will not be eligible to participate in cash bonus programs. Instead, he will be compensated substantially through the following equity awards. First, Mr. Rogers received an option to purchase 1,877,646 shares of the Company’s common stock at a per share exercise price equal to the fair market value of a share of the Company’s common stock on the date of grant. The option vests ratably in annual installments over three years. Mr. Rogers generally will be prohibited from selling stock acquired pursuant to the option until April 3, 2009 (or, if earlier, until his termination of employment). Second, Mr. Rogers received a phantom stock award covering 258,180 shares of the Company’s common stock, one twelfth of which were vested upon grant and one-twelfth of which will vest each quarter thereafter. Finally, Mr. Rogers received a performance share award covering up to 322,800 shares of the Company’s common stock. The award will vest in three equal tranches dependent upon performance criteria established by the Board for each of 2006, 2007 and 2008. Any performance shares that do not vest will be forfeited. For 2006, the performance criteria are weighted 80% on the Company’s diluted earnings per share and 20% on individual performance goals that are substantially similar to the previously-established strategic objectives applicable to Mr. Anderson prior to the Merger. The equity awards will vest in full upon death or disability, and if Mr. Rogers’ employment terminates for any other reason before April 3, 2009, a pro-rata portion of each award will vest, and any vested option will remain exercisable for its full term of ten years, (or, in the event of a termination for cause, ninety days). The vested phantom stock units and performance shares will not be paid until April 3, 2009 (or, if earlier, upon termination of employment), and will earn fully vested and currently payable cash dividend equivalents while they remain outstanding but unpaid.

Mr. Rogers generally is not eligible to participate in the Company’s benefit plans, but he will be permitted to participate in the Company’s medical and dental plans if he pays the required premiums. Mr. Rogers is also entitled to certain fringe benefits (such as an annual physical and transitional financial planning). Mr. Rogers also remains entitled to benefits under legacy plans and agreements of Cinergy, but Mr. Rogers’ rights to such benefits will be unaffected - neither enhanced nor diminished - by his employment with the Company.

The Company desires to provide for Mr. Rogers’ security, and accordingly, whenever feasible, the Company will require Mr. Rogers to use Company aircraft for his business travel. However, Mr. Rogers is required to pay for the cost of any personal travel in accordance with the Company’s standard rates and policies, and he also will be responsible for the payment of any taxes on any related imputed income. If Mr. Rogers incurs ordinary and reasonable expenses associated with his spouse accompanying him on business travel, and/or such travel is taxable to Mr. Rogers or his spouse, the Company will reimburse Mr. Rogers for those expenses and will make a tax gross-up payment to hold him harmless from such tax.

Upon his termination of employment by the Company without cause or by Mr. Rogers for good reason, as those terms are defined in the agreement, Mr. Rogers would be entitled (upon execution of a release of claims) to the severance benefits to which he would have been entitled under his prior employment agreement with Cinergy had his employment terminated immediately following the closing of the Merger (but in the case of any such termination of employment more than two years after the closing of the Merger, as if the Merger had not

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occurred). Generally this would entitle Mr. Rogers to cash severance equal to three times the sum of his salary and bonus, determined by reference to his employment at Cinergy Corp., together with certain other benefits (such as continued welfare benefits). Moreover, if any payment made to Mr. Rogers is subject to the “golden parachute” excise tax imposed under the Internal Revenue Code, the Company will make a tax gross-up payment to Mr. Rogers to hold him harmless from the effect of such excise tax.

The foregoing summary is qualified in its entirety by reference to the terms of the agreement, a copy of which is attached and incorporated herein by reference.

Retention Awards

On April 4, 2006, the Company granted retention awards to several of its executive officers, including Mr. David L. Hauser and Dr. Ruth G. Shaw. Pursuant to these awards, Mr. Hauser will receive $1,000,000 and Dr. Shaw will receive $900,000 if they remain employed with the Company for a period of two years, or upon an earlier death or disability, or, in the event of a “change in control” of the Company, upon a voluntary termination for “good reason” or an involuntary termination without “cause,” as each of those terms is defined in the retention award agreement. In addition, Dr. Shaw’s award provides that she will be entitled to a severance payment equal to two times the sum of her annual base salary and target short-term incentive opportunity if she terminates employment for any reason, other than involuntarily for “cause,” during the first quarter of 2007. In no event will Dr. Shaw be entitled to receive both retention and severance payments.

The foregoing summary is qualified in its entirety by reference to the terms of the retention awards, a copy of which are attached and incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Departure and Appointment of Principal Officers

Effective April 3, 2006, in connection with the Merger, Jim W. Mogg, President and principal executive officer of the registrant prior to the Merger, became Advisor to the Chairman of Duke Energy and David L. Hauser, Chief Financial Officer and Controller of the registrant prior to the Merger, became Group Executive and Chief Financial Officer of the registrant; and Steven K. Young became Vice President and Controller of the registrant.

On April 3, 2006, pursuant to the terms of the Merger, James E. Rogers, 58, became the registrant’s President and Chief Executive Officer. From December 2000 to April 2006, Mr. Rogers was the Chairman and Chief Executive Officer of Cinergy Corp. Mr. Rogers previously served as Cinergy’s Vice Chairman, President and Chief Executive Officer from December 1995 to December 2000. The information set forth above under Item 1.01 regarding Mr. Rogers’ employment agreement is incorporated herein by reference.

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Effective April 3, 2006, Mr. Hauser, 54, became Group Executive and Chief Financial Officer of Duke Energy. He was Chief Financial Officer of Duke Energy NC from March 2004 to April 2006 and served as Acting Chief Financial Officer from November 2003 to March 2004. He was named as a Group Vice President in January 2004. Prior to that, Mr. Hauser served as Senior Vice President and Treasurer of Duke Energy NC from June 1998 to November 2003 and Senior Vice President, Global Asset Development at Duke Energy NC from 1997 to June 1998. Also effective April 3, 2006, Mr. Young, 47, became Vice President and Controller of Duke Energy. He was Vice President and Controller of Duke Energy NC from June 2005 until April 2006. Mr. Young previously served in the following positions for Duke Energy NC’s regulated electric utility business: Group Vice President and Chief Financial Officer from March 2004 to June 2005, Senior Vice President and Chief Financial Officer from February 2003 to March 2004, and Vice President of Rates and Regulatory Affairs from April 1998 to February 2003.

Duke Energy does not have any form of employment agreement with Messrs. Hauser or Young, either written or oral, that guarantees salaries, salary increases, bonuses or benefits. Each of Mr. Hauser and Mr. Young is party to a change-in-control agreement that was entered into with Duke Energy NC dated July 1, 2005 (and effective August 18, 2005). Each agreement has an initial term of two years, after which time the agreement automatically extends from the first date of each month for one additional month. The principal terms and conditions of the change-in-control agreement, which are identical for Mr. Hauser and Mr. Young, are described below.

Each change-in-control agreement provides for payments and benefits to the executive in the event of termination of employment within two years after a “change in control” by Duke Energy without “cause” or by the executive for “good reason” (each such term as defined in the agreement) as follows: (1) a lump-sum cash payment equal to a pro-rata amount of the executive’s target bonus for the year in which the termination occurs; (2) a lump-sum cash payment equal to two times the sum of the executive’s annual base salary and target annual bonus opportunity in effect immediately prior to termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting “good reason”; (3) continued medical, dental and basic life insurance coverage for a two-year period following termination or, alternatively, a lump-sum cash payment equal to the aggregate cost of such coverage based on the premium costs of such coverage for former employees under COBRA, or the anticipated cost for such coverage for internal accounting purposes; (4) a lump-sum cash payment representing the present value of the amount the registrant would have allocated or contributed to the executive’s defined benefit pension plan and defined contribution savings plan accounts during the two years following the termination date, plus the unvested portion, if any, of the executive’s accounts as of the date of termination that would have vested during such two year period; and (5) continued vesting of long-term incentive awards, including awards of stock options but excluding awards of restricted stock, held but not vested or exercisable on the termination date, in accordance with their terms for two years following the termination date, with any options or similar rights thereafter remaining exercisable for 90 days, if their terms have not expired. If the executive would have become eligible for normal retirement at age sixty-five within the two-year period following termination, the two times multiple or two year period mentioned above will be reduced to the period from the termination date to the executive’s normal retirement date. The executive is also entitled to reimbursement of up to $50,000 for the

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cost of certain legal fees incurred by him in connection with claims under the agreements. In the event that any of the payments or benefits provided for in the change-in-control agreement otherwise would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Internal Revenue Code), the executive would be entitled to elect to reduce such payments or benefits to the maximum level that would not result in excise tax under Section 4999 of the Internal Revenue Code. In the event the executive becomes entitled to payments and benefits under the change-in-control agreement, he would be subject to a one-year noncompetition and nonsolicitation provision from the date of termination, in addition to certain confidentiality and cooperation provisions. “Change-in-control” does not include (1) any transactions contemplated by the Merger, or (2) the disposition of all or substantially all of the assets of Duke Energy or a complete liquidation or dissolution of the Duke Energy approved by the shareholders that in either case results from the separation of Duke Energy’s gas and electric businesses.

There are no arrangements or understandings between Mr. Rogers, Mr. Hauser or Mr. Young and any other person pursuant to which he was selected as an officer. There are no family relationships between Mr. Rogers, Mr. Hauser or Mr. Young and any executive officer or director of the registrant.

In 2005, Mr. Benjamin C. Rogers, the son of the registrant’s President and Chief Executive Officer, was an employee of Cinergy Services, Inc., a subsidiary of the registrant, and received an aggregate of approximately $181,842 in base salary and bonus.

Appointment of Directors

On April 3, 2006, the following individuals became the directors of the registrant, all of whom were former directors of either Duke Energy NC or Cinergy: Paul M. Anderson, Roger Agnelli, William Barnet III, G. Alex Bernhardt Sr., Michael G. Browning, Phillip R. Cox, William T. Esrey, Ann Maynard Gray, James H. Hance Jr., Dennis R. Hendrix, Michael E.J. Phelps, James T. Rhodes, James E. Rogers, Mary L. Schapiro and Dudley S. Taft.

The composition of the Board’s committees is as follows:

• Finance & Risk Management: Phelps, chair; Agnelli; Gray; Hance; Hendrix

• Audit: Cox, chair; Barnet; Bernhardt; Esrey; Rhodes; Schapiro

• Corporate Governance: Gray, chair; Browning; Esrey; Hendrix; Phelps; Schapiro

• Compensation: Hance, chair; Agnelli; Gray; Hendrix; Taft

• Nuclear Oversight: Rhodes chair; Barnet; Bernhardt; Browning; Taft

There are no arrangements or understandings between any director and any other person pursuant to which the director was selected as a director.

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Item 9.01. Financial Statements and Exhibits.

9.01(d) Exhibits.

Exhibits.

Exhibit 10.1	Employment Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
Exhibit 10.2	Performance Award Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
Exhibit 10.3	Phantom Stock Grant Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
Exhibit 10.4	Stock Option Grant Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
Exhibit 10.5	Second Amendment to Employment Agreement, dated as of April 4, 2006, by and among Paul M. Anderson, Duke Energy Holding Corp. (subsequently renamed Duke Energy Corporation) and Duke Energy Corporation (subsequently renamed Duke Power LLC)
Exhibit 10.6	Retention Award Agreement between Duke Energy Corporation and David L. Hauser, dated April 4, 2006
Exhibit 10.7	Severance and Retention Agreement between Duke Energy Corporation and Ruth Shaw, dated April 4, 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: April 6, 2006	By:	/s/ Marc E. Manly
	Name:	Marc E. Manly
	Title:	Group Executive and
		Chief Legal Officer

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EXHIBIT INDEX

Exhibit	Description
10.1	Employment Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
10.2	Performance Award Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
10.3	Phantom Stock Grant Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
10.4	Stock Option Grant Agreement between Duke Energy Corporation and James E. Rogers, dated April 4, 2006
10.5	Second Amendment to Employment Agreement, dated as of April 4, 2006, by and among Paul M. Anderson, Duke Energy Holding Corp. (subsequently renamed Duke Energy Corporation) and Duke Energy Corporation (subsequently renamed Duke Power LLC)
10.6	Retention Award Agreement between Duke Energy Corporation and David L. Hauser, dated April 4, 2006
10.7	Severance and Retention Agreement between Duke Energy Corporation and Ruth Shaw, dated April 4, 2006

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into on the 4th day of April, 2006, by and between James E. Rogers (the “Employee”) and Duke Energy Corporation, a Delaware corporation, to be effective as of April 3, 2006.

Recitals

WHEREAS, the Employee previously served as Chairman of the Board, President and Chief Executive Officer of Cinergy Corp. (“Cinergy”);

WHEREAS, Cinergy entered into an Agreement and Plan of Merger by and among Deer Holding Corp., a Delaware corporation, Duke Energy Corporation, a North Carolina corporation (“Old Duke”), Cinergy, Deer Acquisition Corp. and Cougar Acquisition Corp., dated as of May 8, 2005 (as amended, the “Merger Agreement”);

WHEREAS, Deer Holding Corp. has been renamed Duke Energy Corporation (Deer Holding Corp. as so renamed, “Duke Energy”);

WHEREAS, pursuant to the Merger Agreement, effective as of the “Effective Time” (as such term is defined in the Merger Agreement, the “Effective Time”), Cinergy and Old Duke became wholly-owned subsidiaries of Duke Energy;

WHEREAS, Duke Energy desires to employ the Employee to serve as its President and Chief Executive Officer effective as of the Effective Time, and the Employee desires to accept that position with Duke Energy; and

WHEREAS, the Effective Time occurred on April 3, 2006 (the “Effective Date”).

Agreement

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment. Duke Energy hereby employs the Employee, and the Employee hereby accepts such employment, effective as of the Effective Time, upon the terms and conditions set forth herein. Except as otherwise expressly provided herein, this Agreement sets forth the terms and conditions of the Employee’s employment by Duke Energy, represents the entire agreement of the parties with respect to that subject, and supersedes all prior understandings and agreements with respect to that subject. Without limiting the foregoing sentence, effective as of the Effective Time, this Agreement supersedes in its entirety the Employment Agreement by and between Cinergy and the Employee dated as of February 4, 2004 (the “Cinergy Employment Agreement”), and Exhibit D to the Merger Agreement, again in each case except as otherwise expressly provided herein.

2. Position and Duties.

(a) Duties. The Employee shall be employed by Duke Energy as President and Chief Executive Officer in accordance with Sections 4.04 and 4.05 of the by-laws of Duke Energy as in effect at the Effective Time, as amended. The Employee shall be responsible for the general management of the affairs of Duke Energy and shall perform all duties incidental to such positions which may be required by law and all such other duties as are properly required by the Board of Directors of Duke Energy (the “Board”). The Employee shall report directly to the Board. For administrative purposes, Duke Energy may designate the Employee as being employed by one or more of its subsidiaries.

(b) Engaging in Other Employment. While employed by Duke Energy, the Employee shall devote his full time and attention to Duke Energy and its subsidiaries and shall not be employed by any other person or entity. The Employee may reasonably participate as a member in community, civic, or similar organizations and may pursue personal investments, so long as such activities do not interfere with the performance of the Employee’s responsibilities as an employee in accordance with this Agreement, provided that the Employee may serve on corporate boards (other than the Board) with the approval of the Board, which approval shall not be unreasonably withheld, and provided further that the Employee’s service described on Exhibit A hereto is hereby approved as of the Effective Date.

(c) Loyal and Conscientious Performance. The Employee shall act at all times in compliance with the policies, rules and decisions adopted from time-to-time by Duke Energy, its Board and any employing subsidiaries and perform all the duties and obligations required of him by this Agreement in a loyal and conscientious manner.

(d) Location. The Employee’s principal office shall be at the principal executive offices of Duke Energy in Charlotte, North Carolina. Except for required business travel to an extent substantially consistent with the business travel obligations of senior Duke Energy executives, the Employee will not be required to relocate to a new principal place of business that is more than fifty (50) miles from such location.

3. Term of Employment. The term of the Employee’s employment pursuant to this Agreement shall commence at the Effective Time and end on the third anniversary of the Effective Date, unless terminated earlier pursuant to the provisions of this Agreement.

4. Salary; Bonus. The Employee shall not be paid a base salary, nor shall the Employee participate in the Duke Energy Corporation Executive Short-Term Incentive Plan (as it may be amended, or any successor thereto, the “STI Plan”) or any other annual cash bonus program. The Employee’s compensation will be primarily through the equity awards specified in Section 5 below.

5. Equity Awards. Duke Energy will cause equity awards (the “LTIP Awards”) to be made to the Employee as provided in this Section 5 to be evidenced by award agreements (each, an

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“Award Agreement”) with additional customary terms not otherwise inconsistent with the terms of this Section 5. The LTIP awards shall be made effective as of the first day legally permissible on or after the Effective Date (the “Grant Date”).

(a) Option. Duke Energy will grant to the Employee a nonqualified stock option (the “Option”) to purchase 1,877,646 shares of Duke Energy common stock. The exercise price of the Option will be the greater of the closing price of Duke Energy common stock on the Grant Date or the trading day most recently preceding the Grant Date. The normal expiration date of the Option will be the tenth anniversary of the Grant Date. The Option will not be vested at the Grant Date, but, except as otherwise provided herein, the Option will become ratably vested and exercisable on the three successive anniversaries of the Effective Date, as follows:

Date	Becoming Vested	Total Vested
First anniversary	625,882	625,882
Second anniversary	625,882	1,251,764
Third anniversary	625,882	1,877,646

Except as otherwise provided herein, the Employee may not dispose of any shares of Duke Energy Common Stock acquired upon the exercise of the Option until the earlier of the third anniversary of the Effective Date or the termination of the Employee’s employment with Duke Energy.

(b) Phantom Stock. Duke Energy will grant to the Employee an award of phantom stock units (“Phantom Stock Units”) with respect to 258,180 shares of Duke Energy common stock. One-twelfth (1/12^th) of the Phantom Stock Units will be vested as of the Grant Date. Except as otherwise provided herein, the remaining Phantom Stock Units will vest quarterly beginning July 1, 2006, as follows:

Date	Units Becoming Vested
July 1, 2006	21,515
Quarterly, with respect to each of ten calendar quarters, beginning with October 1, 2006	21,515

Vested Phantom Stock Units will be paid to the Employee in the form of shares of Duke Energy common stock (with each Phantom Stock Unit corresponding to one share of Duke Energy common stock) on or as soon as administratively feasible after the third anniversary of the Effective Date or, if earlier, as soon as administratively feasible after the termination of the Employee’s employment with Duke Energy, but not later than the last business day of the month following the month in which his employment with Duke Energy terminates and, in any event, no earlier or later than the applicable date or dates under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in order to avoid the imposition of any taxation under such Code section.

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(c) Performance Shares. Duke Energy will grant to the Employee a performance share award (a “Performance Share Award”) with respect to 322,800 shares of Duke Energy common stock. Each performance share represents the right to receive, conditioned upon vesting, one share of Duke Energy common stock. The Performance Share Award will not be vested at the Grant Date, but, except as otherwise provided herein, the Performance Share Award will vest as follows with respect to the various performance periods if the performance goals established by the Compensation Committee of the Board (the “Compensation Committee”) or other appropriate committee of the Board with respect to such period shall have been achieved:

Performance Period	Shares Vesting
Period beginning on the Grant Date and ending December 31, 2006	107,600
Calendar year ending December 31, 2007	107,600
Calendar year ending December 31, 2008	107,600

The Corporate Governance Committee and/or other appropriate committee of the Board shall establish performance goals for the Employee in respect of the Performance Share Award for each respective performance period, and the Performance Share Award will not vest unless and to the extent such goals are achieved (provided that vesting can occur at less than (but not more than) the target levels set forth above for any specified performance period as determined by the Compensation Committee and vesting shall be interpolated for performance above the threshold vesting level and below the target level set forth above). Vesting will occur only once the Compensation Committee determines that the performance goals have been met (provided that the determination of whether the performance goals in respect of any performance period have been met shall be made not later than the first March 15 following the end of the performance period). To the extent the performance goals are not met, the Performance Share Award will be forfeited and will cease to be outstanding. With respect to each of the respective performance periods, the performance goals shall be weighted as provided in the STI Plan (currently 80% on Duke Energy financial performance goals and 20% on individual performance goals), provided that the extent of goal attainment for any performance period shall be determined in the aggregate. The Duke Energy financial performance goals for any performance period shall be those established under the STI Plan. Vested Performance Share Award units will be paid to the Employee in the form of shares of Duke Energy common stock (with each Performance Share Award unit corresponding to one share of Duke Energy common stock) on or as soon as administratively feasible after the third anniversary of the Effective Date or, if earlier, as soon as administratively feasible after the termination of the Employee’s employment with Duke Energy, but not later than the last business day of the month following the month in which his employment with Duke Energy terminates and, in any event, no earlier or later than the applicable date or dates under Section 409A of the Code in order to avoid the imposition of any taxation under such Code section.

(d) Dividend Equivalents. Duke Energy will grant to the Employee dividend equivalent rights with respect to the Phantom Stock Award and the Performance Share Award for

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all periods while such Awards remain outstanding. Each dividend equivalent right represents the right to receive fully vested cash payments, at the time that cash dividends are paid on Duke Energy common stock, in an amount equivalent to the cash dividend paid on the number of shares of Duke Energy common stock represented by the shares of Duke Energy common stock underlying Phantom Stock Units and Performance Share Award units while such awards remain outstanding (i.e., have not been forfeited) but unpaid.

6. Fringe Benefits. The Employee shall be entitled to no less than five weeks of vacation annually, to be taken in accordance with Duke Energy’s policies, with no diminution in compensation. The Employee and his eligible dependents shall also be entitled to participate in Duke Energy’s or its affiliates’ medical and dental health care plans to the extent such plans are available generally to other similarly situated senior executives of Duke Energy and their eligible dependents (provided that the employee-paid portion of any premium contributions required of the Employee shall be made in any event on a post-tax rather than a pre-tax basis). The Employee shall also be entitled to, at the Employee’s election on an annual basis, either participation in Duke Energy’s Executive Physicals Program or an annual physical to be performed at the Mayo Clinic by a physician of the Employee’s choosing. Except for the foregoing, and except as expressly set forth elsewhere in this Agreement, the Employee will not be entitled to any other retirement, health, or welfare benefits, or to participation in, or the accrual of benefits under, any other retirement, health, or welfare benefit plan, practice, policy, or program of Duke Energy or any of its affiliates. Except as specifically set forth in this Agreement, the Employee shall not be entitled to any perquisite or fringe benefit, such as company automobiles, automobile allowances, and club memberships. The Employee shall be reimbursed for ordinary and reasonable expenses specifically including but not limited to those associated with entertainment and travel in accordance with Duke Energy policies and procedures. To the extent the Employee incurs ordinary and reasonable expenses associated with his spouse accompanying him on business travel, and/or to the extent such travel is treated by the taxing authorities as a taxable personal benefit to the Employee or his spouse, Duke Energy will reimburse the Employee for those expenses and will also pay to the Employee a tax gross-up payment in an amount sufficient to hold him harmless from any federal, state and local income and employment taxes due in respect of such taxable personal benefit and related gross-up payment. Notwithstanding anything in this Section 6 to the contrary, Duke Energy acknowledges that the Employee has previously been employed by Cinergy or its predecessor or affiliated entities, and by virtue of such previous employment he is entitled to benefits under various plans and agreements of Cinergy or its affiliates (exclusive of the Cinergy Employment Agreement or Exhibit D to the Merger Agreement). Duke Energy and the Employee agree that the Employee’s rights to such benefits will be unaffected - neither enhanced nor diminished - as a result of his employment by Duke Energy or its affiliates following the Effective Time. Without limiting the generality of the foregoing, Duke Energy and the Employee agree that his employment under this Agreement shall not be deemed or counted as service with Cinergy or any affiliate (as determined immediately before the Effective Time) or predecessor entity for any purpose, including the determination of retirement dates, under such plans and agreements.

7. Use of Duke Energy Aircraft. Duke Energy desires to provide for the security of the Employee during his travels, and accordingly, whenever feasible, Duke Energy will require the Employee to use Duke Energy aircraft for his business travel. The Employee will also be permitted

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to use Duke Energy aircraft for his personal travel within North America. The Employee’s access to such aircraft for personal travel will be subject to availability in light of the use of Duke Energy aircraft for other Duke Energy business. The Employee shall reimburse Duke Energy for the cost of any such personal travel in accordance with Duke Energy’s standard rates and reimbursement policies as in effect from time to time, and, to the extent that the provision of such aircraft is treated by the taxing authorities as a taxable personal benefit to the Employee, the Employee will be responsible for the payment of any taxes on such income, including making payments to Duke Energy to fund withholding obligations as described in Section 10 hereof.

8. Certain Financial Planning and Other Expenses. Duke Energy will reimburse the Employee for the reasonable cost of transitional financial and tax planning and advisory services incurred through April 15, 2007 (or, if later the date of timely filing of the Employee’s individual income tax return for 2006), and will also pay to the Employee a tax gross-up payment in an amount sufficient to hold him harmless from any federal, state and local income and employment taxes due in respect of such reimbursement and related gross-up payment. Duke Energy also will reimburse the Employee for the reasonable professional fees incurred by him incident to the negotiation, preparation and execution of this Agreement, but without provision for any tax gross-up payment.

9. Relocation Payments. The Employee’s employment hereunder requires that he relocate his principal residence to Charlotte, North Carolina. To compensate the Employee for the costs associated with such relocation, Duke Energy will reimburse the Employee for costs incurred on account of such relocation in accordance with the Cinergy relocations policies and procedures or, if more favorable, the Duke Energy relocation policies and procedures, as in effect with respect to other similarly situated senior executives of Cinergy from time to time.

10. Withholding. Duke Energy may effect withholdings, from the payments due to the Employee, for the payment of taxes and other lawful withholdings, in accordance with applicable law, and to pay contributions required with respect to the participation of the Employee and any eligible dependents in Duke Energy’s medical and dental health care plans. If circumstances arise in which such withholding is required on account of any compensation or benefits (including, without limitation, upon the payment of any compensation or benefits pursuant to Sections 5, 6, 7, 8 and 9), at a time when there are not cash payments being made to the Employee from which such withholding obligations can be satisfied, the Employee will deliver to Duke Energy, in advance, amounts sufficient to fund such withholding or contributions obligations; provided that, in satisfaction of any tax withholding requirement that may apply in respect of the delivery or vesting of shares of Duke Energy common stock pursuant to Section 5 hereof, the Employee at his election may require Duke Energy to withhold from any shares of Duke Energy common stock that otherwise would become vested or deliverable pursuant to Section 5 hereof shares with a fair market value (determined as of the date delivery or vesting otherwise would be made or occur) equal to the minimum amount of tax required to be withheld in respect of such vesting or delivery.

11. Confidentiality; Privileged Information.

(a) The Employee shall not, at any time, use (other than in the ordinary course of and for the purpose of fulfilling his duties as an employee of Duke Energy), divulge or otherwise

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disclose, directly or indirectly, any confidential and proprietary information (including without limitation any customer or prospect list, supplier list, acquisition or merger target, business plan or strategy, data, records, financial information or other trade secrets) concerning the business, policies or operations of Duke Energy or its affiliates that the Employee may have learned or become aware of at any time on or prior to the date hereof or during the term of the Employee’s employment by Duke Energy.

(b) The Employee further acknowledges and agrees that all “Company Materials,” which include, but are not limited to, computers, computer software, computer disks, tapes, printouts, source, HTML and other code, flowcharts, schematics, designs, graphics, drawings, photographs, charts, graphs, notebooks, customer lists, sound recordings, other tangible or intangible manifestation of content, and all other documents whether printed, typewritten, handwritten, electronic, or stored on computer disks, tapes, hard drives, or any other tangible medium, as well as samples, prototypes, models, products and the like, shall be the exclusive property of Duke Energy and, upon termination of the Employee’s employment with Duke Energy (or, in the event that the Employee continues as a director of Duke Energy, upon his ceasing to be a director of Duke Energy), or upon the request of Duke Energy, all Company Materials, including all copies thereof, as well as all other property of Duke Energy then in the Employee’s possession or control, shall be returned to Duke Energy. For purposes of this Section 11, “Company Materials” shall include all such materials of Duke Energy’s subsidiaries.

(c) The Employee acknowledges that the Company Materials may contain information that is confidential and subject to the attorney-client privilege of Duke Energy or its subsidiaries or otherwise protected by attorney work product immunity. Except as required by law, the Employee agrees not to disclose to any person (other than in-house or outside counsel for Duke Energy and its subsidiaries) the content or substance of any conversations or discussions that the Employee may have or may have had at any time, whether during his employment hereunder or otherwise. In addition, the Employee agrees that he will, if and to the extent directed by the general counsel of Duke Energy, cooperate fully with in-house or outside counsel for Duke Energy and its subsidiaries in connection with any investigation, litigation or other matter in which such counsel represents Duke Energy or its subsidiaries and acknowledges that his communications with such counsel will be subject to Duke Energy’s or its subsidiaries’ attorney-client privilege.

(d) The Employee acknowledges that these restrictions are reasonable and necessary to protect Duke Energy’s business and goodwill, and that the obligations under this Section 11 shall survive any termination of his employment. The Employee acknowledges that if any of these restrictions or obligations are found by a court having jurisdiction to be unreasonable or overly broad or otherwise unenforceable, he and Duke Energy agree that the restrictions or obligations shall be modified by the court so as to be reasonable and enforceable and if so modified shall be fully enforced.

12. Termination.

(a) In General. Notwithstanding anything to the contrary contained herein, the Employee’s employment may be terminated prior to the end of the term specified in Section 3 as follows:

(i) by the Employee, by resigning, with 90 days’ notice;

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(ii) automatically, upon the death of the Employee;

(iii) by Duke Energy upon 90 days’ notice.

Upon any termination, the Employee will be entitled to compensation, if any, accrued or payable as of the date of termination.

(b) Certain Terminations. The Employee shall be entitled to certain special severance payments and benefits (in addition to the provision made in Section 12(a), as applicable), as follows:

(i) If the Employee’s employment is terminated before the second anniversary of the Effective Date by Duke Energy without “Cause” or by the Employee with “Good Reason” (as those terms are defined in Exhibit B hereto):

(A) the Employee shall be entitled to the payments and benefits to which he would have been entitled under Section 5a(iii) of the Cinergy Employment Agreement, without interest, had the Employee’s employment been terminated immediately following the Effective Time, except that:

(I) No Accrued Obligations shall be payable;

(II) There shall be no additional vesting or age or service credit provided under Section 5(a)(iii)(3) of the Cinergy Employment Agreement; and

(III) The payments otherwise required under Section 5a(iii)(7) of the Cinergy Employment Agreement (relating to country club annual dues and assessments) shall not be provided; and

(B) a portion of each LTIP Award (to the extent then not already vested) shall vest immediately (in the case of the Performance Share Award, based on the target level of performance), such portion to be equal to (I) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination divided by (II) the number of days in the vesting period not yet concluded at the time of termination, and all vested Options (including those that vest pursuant to the operation of this subsection (b)(i)(B)) will remain exercisable for the full duration of their ten-year term.

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(ii) If the Employee’s employment is terminated on or after the second anniversary of the Effective Date but before the third anniversary of the Effective Date by Duke Energy without “Cause” or by the Employee with “Good Reason” (as those terms are defined in Exhibit B hereto):

(A) the Employee shall be entitled to the payments and benefits to which he would have been entitled under Section 5a(ii) of the Cinergy Employment Agreement, without interest, had the Employee’s employment been terminated immediately following the Effective Time (but determined as if no “Change in Control” or “Potential Change in Control” had occurred within the meaning of the Cinergy Employment Agreement), except that:

(I) No Accrued Obligations shall be payable;

(II) The payment otherwise required under Section 5a(ii)(2) of the Cinergy Employment Agreement (relating the Value Creation Plan under the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan) shall not be provided; and

(III) The medical and dental benefits otherwise required under Section 5a(ii)(3) of the Cinergy Employment Agreement shall be based on the medical and welfare benefit plans, practices, programs or policies of Duke Energy as applicable to other senior executives of Duke Energy, subject to the otherwise applicable terms and conditions of Section 5a(ii)(3)(A), (B) and (C) of the Cinergy Employment Agreement; and

(B) a portion of each LTIP Award (to the extent then not already vested) shall vest immediately (in the case of the Performance Share Award, based on the target level of performance), such portion to be equal to (I) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination divided by (II) the number of days in the vesting period not yet concluded at the time of termination, provided that if such a termination of employment occurs after December 31, 2008, then the Performance Share Award shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), and all vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)(B)) will remain exercisable for the full duration of their ten-year term.

(iii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, all outstanding and unvested LTIP Awards will vest immediately (in the case of the Performance Share Award, based on the target level of performance), and all vested Options (including those that vest pursuant to the operation of this subsection (b)(iii)) will remain exercisable for the full duration of their ten-year term.

(iv) If the Employee’s employment is terminated by the Employee other than with “Good Reason” (as defined in Exhibit B hereto), a portion of each LTIP Award (to the extent then not already vested) shall vest immediately (in the case of the Performance

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Share Award, based on the target level of performance), such portion to be equal to (I) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination divided by (II) the number of days in the vesting period not yet concluded at the time of termination, provided that if such a termination of employment occurs after December 31, 2008, then the Performance Share Award shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(iv), and all vested Options (including those that vest pursuant to the operation of this subsection (b)(iv)) will remain exercisable for the full duration of their ten-year term.

(v) If the Employee’s employment is terminated by Duke Energy for “Cause” (as defined in Exhibit B hereto), a portion of each LTIP Award (to the extent then not already vested) shall vest immediately (in the case of the Performance Share Award, based on the target level of performance), such portion to be equal to (I) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination divided by (II) the number of days in the vesting period not yet concluded at the time of termination, provided that if such a termination of employment occurs after December 31, 2008, then the Performance Share Award shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(v), and all vested Options (including those that vest pursuant to the operation of this subsection (b)(v)) will remain exercisable for a period of 90 days following termination (but not beyond their ten-year term), at which time they will expire.

Any capitalized terms used but not defined in this Section 12(b) shall have the meaning ascribed to them in the Cinergy Employment Agreement. The compensation and benefits to be provided under this Section 12(b) shall be provided only if the Employee timely executes and does not timely revoke a release of claims substantially in the form attached hereto as Exhibit C.

(c) Certain Special Payments.

(i) Whether or not the Employee becomes entitled to payments or benefits pursuant to Section 12(b) of this Agreement, if any of the payments or benefits received or to be received by the Employee during the term of this Agreement (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement of Duke Energy or Duke Energy or their affiliates) or otherwise by reason of this Agreement (a “Payment” or “Payments”) would be subject to any excise tax imposed by Section 4999 of the Code, together with any interest, penalties, additional tax or similar items that are incurred by the Employee with respect to the excise tax imposed by Section 4999 of the Code (collectively, the “Excise Tax”), then the Employee will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee of all taxes (including any interest, penalties, additional tax, or similar items imposed with respect thereto and the Excise Tax), including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon or assessable against the Employee due to the Payments.

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(ii) Subject to the provisions of this Section 12(c), all determinations required to be made under this Section 12(c), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the accounting firm which was, immediately prior to the Effective Date, Duke Energy’s independent auditor (the “Accounting Firm”), which shall provide detailed supporting calculations both to Duke Energy and the Employee within fifteen (15) business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by Duke Energy. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall, at the same time as it makes such determination, furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. All fees and expenses of the Accounting Firm shall be borne solely by Duke Energy. Any Gross-Up Payment, as determined pursuant to this Section 12(c), shall be paid by Duke Energy to the Employee within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon Duke Energy and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Duke Energy should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event of any Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Duke Energy to or for the benefit of the Employee, and Duke Energy shall indemnify and hold harmless the Employee for any such Underpayment, on an after-tax basis, including interest and penalties with respect thereto. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Employee’s employment, then, unless otherwise treated as an impermissible loan under applicable law, the Employee shall repay to Duke Energy, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment tax imposed on the Gross-Up Payment being repaid by the Employee to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code.

(iii) The value of any non-cash benefits or any deferred payment or benefit paid or payable to the Employee will be determined in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Employee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and applicable state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee’s residence on the date of the Employee’s termination of employment, net of the maximum reduction in federal income taxes that would be obtained from deduction of those state and local taxes.

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(iv) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Accounting Firm’s determination, an Excise Tax will be imposed on any Payment or Payments, Duke Energy will pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that Duke Energy has actually withheld from the Payment or Payments in accordance with law.

(d) Certain Payment Disputes. Duke Energy will reimburse the Employee for all reasonable legal fees and expenses incurred by the Employee (i) in successfully disputing pursuant to Section 19 a termination which is ultimately determined to constitute a termination of employment entitling him to benefits pursuant to Section 12(b) or (ii) in reasonably disputing pursuant to Section 19 whether or not Cinergy has terminated his employment for Cause (as defined in Exhibit B hereto). Payment will be made within five (5) business days after delivery of the Employee’s written request for payment accompanied by such evidence of fees and expenses incurred as Duke Energy reasonably may require.

13. Certain Legacy Compensation and Benefits

(a) Nothing herein shall be construed as adversely affecting the Employee’s right to receive compensation and benefits which have been awarded to him prior to the Effective Time, whether pursuant to his employment agreement currently in effect with Cinergy or otherwise, and such compensation and benefits shall not be taken into account by Duke Energy in determining the Employee’s right to compensation and benefits awarded by Duke Energy on or after the Effective Time. For the avoidance of doubt, Exhibit D hereto sets forth a list of key legacy benefits to which Employee is or will be entitled following the Effective Time.

(b) Without limiting the generality of Section 13(a) hereof, Duke Energy acknowledges and agrees that the Employee’s right to his supplemental retirement benefit provided, collectively, under the Cinergy Corp. Excess Pension Plan, the Cinergy Corp. Supplemental Executive Retirement Plan and Section 3b(ii) of the Cinergy Employment Agreement remains unaffected by this Agreement. Duke Energy agrees that, unless Cinergy has undertaken such action under the following clauses (i) and (ii) prior to the Effective Time, an amount equal to the full present value of the supplemental retirement benefit (including any nonvested portion thereof) calculated based on the actuarial factors applicable under the Cinergy Corp. Non-Union Employees’ Pension Plan as in effect at the time of contribution (i) shall be converted as of the Effective Time into an account under the Cinergy Corp. 401(k) Excess Plan and credited with earnings accruing thereon following the Effective Time in accordance with the terms of such 401(k) Excess Plan, and (ii) shall be contributed by Duke Energy on behalf of the Employee into a grantor trust established in respect of the Cinergy Corp. 401(k) Excess Plan. The Employee shall receive the vested portion of his account under the Cinergy Corp. 401(k) Excess Plan, including all earnings accrued thereon, in accordance with his supplemental retirement benefit distribution election.

14. Administration.

(a) Designation of Beneficiary. The Employee shall designate a person or persons (“Beneficiary”) to receive benefits hereunder following the death of the Employee by submitting to the Compensation Committee a designation of Beneficiary in the form required by the

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Compensation Committee. In the absence of a valid designation form, all such benefits shall be paid to the legal representative of the Employee’s estate. If Duke Energy has any doubt as to the proper Beneficiary to receive payments hereunder, Duke Energy shall have the right to withhold such payments until the matter is finally determined.

(b) No Assignment. No right or benefit under this Agreement shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge such rights or benefits shall be void.

(c) “Top-Hat” Plan. Duke Energy intends for the aspects of this Agreement that constitute a deferral of compensation until after termination of employment to be a “top-hat” plan (“Plan”) for a single highly compensated management employee which is exempt from substantially all of the requirements of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) pursuant to Sections 201(2), 301(a)(3), and 401(a)(l) of ERISA. Duke Energy is the sponsor of the Plan under Section 3(16)(B) of ERISA. The Compensation Committee is the named fiduciary of the Plan and as such shall have the authority to control and manage the operation and administration of the Plan except as otherwise expressly provided herein. The Compensation Committee may designate other persons to carry out fiduciary responsibilities hereunder. Any such designation must be in writing and must be accepted in writing by any such other person. The Compensation Committee is the administrator of the Plan within the meaning of Section 3(16)(A) of ERISA. As administrator, the Compensation Committee has the authority (without limitation as to other authority) to delegate its duties to agents and to make rules and regulations that it believes are necessary or appropriate to carry out the Plan. The Compensation Committee has the discretion as a Plan fiduciary to interpret and construe the terms and provisions of the Plan and to make factual determinations in connection therewith. A decision of the Compensation Committee with respect to any matter pertaining to the Plan shall be conclusive and binding upon all interested persons.

(d) Claims Procedure.

(i) Claim. If the Employee or a Beneficiary has any grievance, complaint, or claim concerning any aspect of the operation or administration of the Plan (collectively referred to herein as “claim” or “claims”), the Employee or Beneficiary shall submit the claim to the Compensation Committee, which shall have the initial responsibility for deciding the claim.

(ii) Written Claim. A claim for benefits will be considered as having been made when submitted in writing by the claimant to the Compensation Committee. No particular form is required for the claim, but the claim must identify the name of the claimant and describe generally the benefit to which the claimant believes he is entitled. The claim may be delivered personally during normal business hours or mailed to the Compensation Committee. All such claims shall be submitted in writing and shall set forth the relief requested and the reasons the relief should be granted. All such claims must be submitted within the “applicable limitations period.” The “applicable limitations period” shall be two years beginning on: (i) in the case of any lump-sum payment, the date on which the payment was made, (ii) in the case of an installment payment, the date of the first in the series of payments, or (iii) for all other claims, the date on which the action complained or grieved of occurred.

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(iii) Committee Determination. The Compensation Committee will determine whether, or to what extent, the claim may be allowed or denied under the terms of the Plan. If the claim is wholly or partially denied, the claimant shall be so informed by written notice within 90 days after the day the claim is submitted unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. Such extension may not exceed an additional 90 days from the end of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the final decision. If notice of denial of a claim (in whole or in part) is not furnished within the initial 90-day period after the claim is submitted (or, if applicable, the extended 90-day period), the claimant shall consider that his claim has been denied just as if he had received actual notice of denial.

(iv) Notice of Determination. The notice informing the claimant that his claim has been wholly or partially denied shall be written in a manner calculated to be understood by the claimant and shall include:

(1) The specific reason(s) for the denial.

(2) Specific reference to pertinent Plan provisions on which the denial is based.

(3) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary.

(4) Appropriate information as to the steps to be taken if the Employee or Beneficiary wishes to submit his claim for review.

(v) Appeal. If the claim is wholly or partially denied, the claimant (or his authorized representative) may file an appeal of the denied claim with the Compensation Committee requesting that the claim be reviewed. The Compensation Committee shall conduct a full and fair review of each appealed claim and its denial. Unless the Compensation Committee notifies the claimant that due to the nature of the benefit and other attendant circumstances he is entitled to a greater period of time within which to submit his request for review of a denied claim, the claimant shall have 60 days after he (or his authorized representative) receives written notice of denial of his claim within which such request must be submitted to the Compensation Committee.

(vi) Request for Review. The request for review of a denied claim must be made in writing. In connection with making such request, the claimant or his authorized representative may:

(1) Review pertinent documents.

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(2) Submit issues and comments in writing.

(vii) Determination of Appeal. The decision of the Compensation Committee regarding the appeal shall be promptly given to the claimant in writing and shall normally be given no later than 60 days following the receipt of the request for review. However, if special circumstances (for example, if the Compensation Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than 120 days after receipt of the request for review. However, if the Compensation Committee holds regularly scheduled meetings at least quarterly, a decision on review shall be made by no later than the date of the meeting which immediately follows the receipt of a request for review, unless the request is filed within 30 days preceding the date of such meeting. In such case, a decision may be made by no later than the date of the second meeting following the receipt of the request for review. If special circumstances (for example, if the Compensation Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than the third meeting following the receipt of the request for review. If special circumstances require that the decision will be made beyond the initial time for furnishing the decision, written notice of the extension shall be furnished to the claimant (or his authorized representative) prior to the commencement of the extension. The decision on review shall be in writing and shall be furnished to the claimant or to his authorized representative within the appropriate time for the decision. If a decision on review is not furnished within the appropriate time, the claim shall be deemed to have been denied on appeal.

(viii) Hearing. The Compensation Committee may, in its sole discretion, decide to hold a hearing if it determines that a hearing is necessary or appropriate in order to make a full and fair review of the appealed claim.

(ix) Decision. The decision on review shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions on which the decision is based.

(x) Exhaustion of Appeals. The Employee or Beneficiary must exhaust his rights to file a claim and to request a review of the denial of his claim before instituting any arbitration proceeding or bringing any civil action to recover benefits due to him under the terms of the Plan, to enforce his rights under the terms of the Plan, or to clarify his rights to future benefits under the terms of the Plan. No action at law or in equity to recover under this Plan shall be commenced later than one year from the date of the decision on review (or deemed denial if no decision is issued).

(xi) Committee’s Authority. The Compensation Committee shall exercise its responsibility and authority under this claims procedure as a fiduciary and, in such capacity, shall have the discretionary authority and responsibility (1) to interpret and construe the Plan and any rules or regulations under the Plan, and (2) to make factual determinations in connection therewith.

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15. Notice. Any notice to be given hereunder by either party to the other must be in writing and be effectuated either by personal delivery in writing or by mail, registered or certified, postage prepaid, with return receipt requested. Mailed notices shall be addressed to the parties at the following addresses:

If to Duke Energy or any other Duke Energy affiliate:

Chairman, Compensation Committee

cc:	Mr. Christopher C. Rolfe
	Group Executive and Chief HR Officer
	Duke Energy Corporation
	526 South Church Street
	Charlotte, North Carolina 28202

If to the Employee:

At the most recent contact information on file in the payroll records of Duke Energy

16. Waiver of Breach. The waiver by any party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by a party.

17. Severability. The invalidity or unenforceability of any particular provision in this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision were omitted.

18. Amendment. No modifications or amendments of the terms and conditions herein shall be effective unless in writing and signed by the parties or their respective duly authorized agents.

19. Governing Law and Forum Selection. The parties agree that any dispute, claim, or controversy based on common law, equity, or any federal, state, or local statute, ordinance, or regulation (other than workers’ compensation claims) arising out of or relating in any way to the Employee’s employment, the terms, benefits, and conditions of employment, or concerning this Agreement or its termination and any resulting termination of employment, including whether such a dispute is arbitrable, shall be settled by arbitration. This agreement to arbitrate includes but is not limited to all claims for any form of illegal discrimination, improper or unfair treatment or dismissal, and all tort claims. The Employee will still have a right to file a discrimination charge with a federal or state agency, but the final resolution of any discrimination claim will be submitted to arbitration instead of a court or jury. The arbitration proceeding will be conducted under the employment dispute resolution arbitration rules of the American Arbitration Association in effect at the time a demand for arbitration under the rules is made, and such proceeding will be

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adjudicated in Charlotte, North Carolina in accordance with the laws of the state of North Carolina, without regard to any applicable state’s choice of law provisions. The decision of the arbitrator(s), including determination of the amount of any damages suffered, will be exclusive, final, and binding on all parties, their heirs, executors, administrators, successors and assigns. Each party will bear its own expenses in the arbitration for arbitrators’ fees and attorneys’ fees, for its witnesses, and for other expenses of presenting its case. Other arbitration costs, including administrative fees and fees for records or transcripts, will be borne equally by the parties. Notwithstanding anything in this Section 19 to the contrary, if the Employee prevails with respect to any dispute submitted to arbitration under this Section 19, Duke Energy will reimburse or pay all legal fees and expenses that the Employee may reasonably incur as a result of the dispute.

20. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors, assigns, legal representatives and heirs, but neither this Agreement nor any rights hereunder shall be assignable by the Employee. Duke Energy will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Duke Energy to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Duke Energy would be required to perform it if no succession had taken place. Duke Energy’s failure to obtain such an assumption and agreement prior to the effective date of a succession will be a breach of this Agreement and will entitle the Employee to compensation from Duke Energy in the same amount and on the same terms as if the Employee’s employment were to terminate pursuant to Section 12(b)(i) or 12(b)(ii) hereof, as the case may be, treating the date on which any such succession becomes effective as the date of employment termination.

21. Full Settlement; Mitigation. Except as otherwise provided in this Agreement, Duke Energy’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement will not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that Duke Energy may have against the Employee or others. In no event will the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts (including amounts for damages for breach) payable to the Employee under any of the provisions of this Agreement and, except as provided in regard to medical and dental benefits to be provided in accordance with Sections 5a(ii)(3) and 5a(iii)(4) of the Cinergy Employment Agreement (as incorporated into Section 12(b) of this Agreement), those amounts will not be reduced simply because the Employee obtains other employment.

22. Code § 409A. It is the intention of Duke Energy and the Employee that this Agreement not result in unfavorable tax consequences to the Employee under Section 409A of the Code. Notwithstanding anything to the contrary herein, if the Employee is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any amounts otherwise payable to or in respect of him pursuant to this Agreement shall be delayed until the earliest date permitted by Section 409A(a)(2) of the Code. The Company and the Employee agree to work together in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that Duke Energy shall not be required to assume any increased economic burden.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

DUKE ENERGY CORPORATION
By:	James H. Hance, Jr.
Title:	Chairman, Compensation Committee
EMPLOYEE
James E. Rogers

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EXHIBIT A

Pursuant to Section 2(b), the following service of the Employee is hereby approved as of the Effective Date:

Service on the board of directors of Fifth Third Bancorp

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EXHIBIT B

For purposes of Section 12(b), “Cause” and “Good Reason” shall have the respective meanings set forth below:

“Cause” means:

(a) The willful and continued failure by the Employee to substantially perform the Employee’s duties with Duke Energy or any of its subsidiaries or to comply with the policies, rules and decisions adopted from time-to-time by Duke Energy, its Board and any employing subsidiaries of which the Employee is made aware or reasonably should be aware (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) that, if curable, has not been cured within 30 days after the Board has delivered to the Employee a written demand for substantial performance, which demand specifically identifies the manner in which the Employee has not substantially performed his duties. This event will constitute Cause even if the Employee issues a Notice of Termination (as described below) for Good Reason after the Board delivers a written demand for substantial performance.

(b) The breach by the Employee of the confidentiality provisions set forth in Section 11.

(c) The conviction of the Employee for the commission of a felony, including the entry of a guilty or nolo contendere plea, or any willful or grossly negligent action or inaction by the Employee that has a materially adverse effect on Duke Energy. For purposes of this definition of Cause, no act, or failure to act, on the Employee’s part will be deemed “willful” unless it is done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee’s act, or failure to act, was in the best interest of Duke Energy.

(d) Notwithstanding the foregoing, Duke Energy shall be deemed to have not terminated the employment of the Employee for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board (excluding the Employee, if he is a member of the Board) then in office at a meeting of the members of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with his counsel, to be heard by the members of the Board), finding that, in the good faith opinion of the members of the Board (excluding the Employee, if he is a member of the Board), the Employee had committed an act set forth above in this definition of Cause and specifying the particulars thereof in detail.

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“Good Reason” means:

(a) The material reduction without his consent of the Employee’s title, authority, duties, or responsibilities from those in effect immediately prior to the reduction, the failure by Duke Energy without the consent of the Employee to nominate the Employee for re-election to the Board, or a material adverse change in the Employee’s reporting responsibilities.

(b) Any breach by Duke Energy of any other material provision of this Agreement (including but not limited to the place of performance as specified in Section 2(d)).

(c) A failure by Duke Energy to require any successor entity to Duke Energy specifically to assume in writing all of Duke Energy’s obligations to the Employee under this Agreement.

Any termination of the Employee’s employment by Duke Energy for Cause or by the Employee for Good Reason will be communicated by a written Notice of Termination to the other party to this Agreement in accordance with the following requirements:

(a) The notice indicates the specific termination provision in this Agreement relied upon as the basis for termination.

(b) To the extent applicable, the notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment for Good Reason or Cause (as the case may be).

(c) If the date of termination of employment is other than the date of receipt of the notice, the notice specifies the date of termination, which will be no more than 30 days after the date the notice was given. The failure by the Employee or Duke Energy to set forth in the Notice of Termination any fact or circumstances that contributes to a showing of Good Reason or Cause will not waive any right of the Employee or Duke Energy under this Agreement or preclude the Employee or Duke Energy from asserting that fact or circumstance in enforcing rights under this Agreement.

(d) If for Cause, the notice must include a copy of a resolution duly adopted by the affirmative vote of not less three quarters (3/4) of the entire membership of the Board (excluding the Employee, if he is a member of the Board) at a meeting of the Board called and held for the purpose of considering the termination. The resolution must include a finding that, in the good faith opinion of the Board (excluding the Employee, if he is a member of the Board), the Employee was guilty of conduct set forth in the definition of Cause, and it must specify the particulars of the conduct in detail.

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EXHIBIT C

RELEASE OF CLAIMS

This RELEASE OF CLAIMS (the “Release”) is executed and delivered by James E. Rogers (the “Employee”) to DUKE ENERGY CORPORATION (together with its successors, “Duke”).

In consideration of the agreement by Duke to provide the Employee with the rights, payments and benefits under the Employment Agreement between the Employee and Duke dated                      (the “Employment Agreement”), the Employee hereby agrees as follows:

Section 1. Release and Covenant. The Employee, of his own free will, voluntarily and unconditionally releases and forever discharges Duke, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities with Duke) (the “Duke Releasees”) from, any and all past or present causes of action, suits, agreements or other claims which the Employee, his dependents, relatives, heirs, executors, administrators, successors and assigns has or may hereafter have from the beginning of time to the date hereof against Duke or the Duke Releasees upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any matters arising out of his employment by Duke and the cessation of said employment or any claim for compensation, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the North Carolina Equal Employment Protection Act and any other federal, state or local law, regulation or ordinance, or public policy, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. This Release shall not, however, constitute a waiver of any of the Employee’s rights under the Employment Agreement.

Section 2. Due Care. The Employee acknowledges that he has received a copy of this Release prior to its execution and has been advised hereby of his opportunity to review and consider this Release for 21 days prior to its execution. The Employee further acknowledges that he has been advised hereby to consult with an attorney prior to executing this Release. The Employee enters into this Release having freely and knowingly elected, after due consideration, to execute this Release and to fulfill the promises set forth herein. This Release shall be revocable by the Employee during the 7-day period following its execution, and shall not become effective or enforceable until the expiration of such 7-day period. In the event of such a revocation, the Employee shall not be entitled to the consideration for this Release set forth above.

Section 3. Nonassignment of Claims; Proceedings. The Employee represents and warrants that there has been no assignment or other transfer of any interest in any claim which the Employee may have against Duke or any of the Duke Releasees. The Employee represents that he has not commenced or joined in any claim, charge, action or proceeding whatsoever against Duke or any of the Duke Releasees arising out of or relating to any of the matters set forth in this Release. The

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Employee further agrees that he will not seek or be entitled to any personal recovery in any claim, charge, action or proceeding whatsoever against Duke or any of the Duke Releasees for any of the matters set forth in this Release.

Section 4. Reliance by Employee. The Employee acknowledges that, in his decision to enter into this Release, he has not relied on any representations, promises or agreements of any kind, including oral statements by representatives of Duke or any of the Duke Releasees, except as set forth in this Release and the Employment Agreement.

Section 5. Nonadmission. Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of Duke or any of the Duke Releasees.

Section 6. Communication of Safety Concerns. Notwithstanding any other provision of this Agreement, the Employee remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other appropriate federal or state governmental agency, and the Employee remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, the Employee is free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation if subpoenaed. The Employee shall give Duke, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof.

Section 7. Governing Law. This Release shall be interpreted, construed and governed according to the laws of the State of North Carolina, without reference to conflicts of law principles thereof.

This RELEASE OF CLAIMS AND is executed by the Employee and delivered to Duke on                     .

EMPLOYEE

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EXHIBIT D

(Legacy Benefits)

1. Outstanding equity awards granted under the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan and the Cinergy Corp. Stock Option Plan

2. Accrued benefit under the Cinergy Corp. Non-Union Employees’ Pension Plan, Cinergy Corp. Non-Union Employees’ 401(k) Plan, Cinergy Corp. 401(k) Excess Plan and Cinergy Corp. Nonqualified Deferred Incentive Compensation Plan

3. Grandfathered retiree medical benefits under the Cinergy Corp. Welfare Benefit Program

4. Deferred Compensation Agreement, dated December 16, 1992, as amended (PSI annuities)

5. Insurance Agreement, dated October 7, 1992, as amended

6. Performance award pursuant to Section 3.g. of Employment Agreement with Cinergy Corp., dated as of February 4, 2004

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EX-10.2

Exhibit 10.2

PERFORMANCE AWARD AGREEMENT

This Performance Award Agreement (the “Agreement”) has been made as of April 4, 2006 (the “Date of Award”) between Duke Energy Corporation, a Delaware corporation, with its principal offices in Charlotte, North Carolina (the “Company”), and James E. Rogers (the “Grantee”).

RECITALS

The Company has entered into an employment agreement with the Grantee dated April 4, 2006 (the “Employment Agreement”), pursuant to which it has agreed to make certain equity-based awards to the Grantee, including the award memorialized by this Performance Award Agreement. The Company has assumed the 1998 Long-Term Incentive Plan that, prior to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated May 8, 2005, by and among the Company, Duke Energy Corporation, a North Carolina corporation (“Old Duke”), Cinergy Corp., Deer Acquisition Corp. and Cougar Acquisition Corp., was maintained by Old Duke (the “Company Plan”). The grant memorialized by this Performance Award Agreement is not made pursuant to the Company Plan; however, for convenience, it shall be deemed to be made pursuant to a plan document with terms substantially identical to the Company Plan (such deemed plan document, the “Plan”). The applicable terms/provisions of the Plan are incorporated in this Performance Award Agreement by reference, including the definitions of terms contained in the Plan (except to the extent a term is otherwise defined herein).

PERFORMANCE AWARD

The Company has made this Performance Award, effective as of the Date of Award and upon the following terms and conditions:

Section 1. Number and Nature of Performance Shares and Dividend Equivalents. The number of Performance Shares and the number of tandem Dividend Equivalents subject to this Performance Award are each three hundred twenty-two thousand eight hundred (322,800). Each Performance Share represents a right to receive, following the vesting of the Performance Share, payment in the form of one share of common stock, no par value, of the Company (“Common Stock”). Each tandem Dividend Equivalent, until its expiration, represents a right to receive cash payments equivalent in amount to the cash dividends declared and paid on one share of Common Stock. Performance Shares 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 shareholder of the Company by virtue of this Performance Award.

Section 2. Vesting of Performance Shares. Except as otherwise provided in this Section 2, Performance Shares subject to this Performance Award shall become vested on the last day of the particular calendar year upon the written determination by the Committee, or its delegatee, in its sole discretion, that the Performance Goal that it has established for the particular calendar year has been achieved, together with the level of such achievement between threshold and target levels (provided that vesting can occur at less than (but not more than) the target levels set forth above for any specified performance period as determined by the Committee and vesting shall be interpolated for performance above the threshold vesting level and below the target level set forth above). The Committee’s written determination shall be provided no later than the ninetieth (90^th) day of the next calendar year. In this regard: (i) one hundred seven thousand six hundred (107,600) Performance Shares shall vest at the target level on December 31, 2006, subject to the achievement of the Performance Goal for calendar year 2006; (ii) one hundred seven thousand six hundred (107,600) Performance Shares shall vest at the target level on December 31, 2007, subject to the achievement of the Performance Goal for calendar year 2007; and (iii) one hundred seven thousand six hundred (107,600) Performance Shares shall vest at the target level on December 31, 2008, subject to the achievement of the Performance Goal for calendar year 2008.

In the event, and to the extent, that the Committee, or its delegatee, in its sole discretion, determines that the Performance Goal(s) for a particular calendar year have not been achieved, the Performance Shares whose vesting is subject to the Performance Goal(s), and respective tandem Dividend Equivalents, are thereupon forfeited. In the event that the Grantee’s continuous employment by the Company (including Subsidiaries) terminates by reason of death or disability (meaning any physical or mental illness or injury that precludes the Grantee from performing any job for which he is qualified and able to perform based upon his education, training or experience), any outstanding and unvested Performance Shares subject to this Performance Award shall immediately become vested, irrespective of whether there is a subsequent determination that the Performance Goal(s) have, or have not, been achieved. In the event that the Grantee’s continuous employment by the Company (including Subsidiaries) terminates for any other reason, a portion of each unvested Performance Share shall immediately vest based on the target level of performance), such portion to be equal to (i) the number of days elapsed at the time of termination (inclusive) in the performance period not yet concluded at the time of termination divided by (ii) the number of days in the performance period not yet concluded at the time of termination, irrespective of whether there is a subsequent determination that the Performance Goal(s) have, or have not, been achieved, provided that if such a termination of employment occurs after December 31, 2008, then the Performance Share Award shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment. Upon the termination of the Grantee’s continuous employment by the Company (including Subsidiaries), any fraction of an outstanding Performance Share that is vested shall be cancelled in exchange for a cash payment equal to the fair market value of such fraction of a Performance Share and any outstanding Performance Shares that are not vested (whether pursuant to the provisions of this paragraph or otherwise), and tandem Dividend Equivalents, shall be forfeited.

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Section 3. Forfeiture/Expiration. Except as otherwise expressly provided herein, any Performance Share subject to this Performance Award shall be forfeited upon the termination of the Grantee’s continuous employment by the Company (including Subsidiaries) from the Date of Award, to the extent not then or previously vested. Any right to future Dividend Equivalents subject to this Performance Award shall expire at the time the Performance Share with respect to which the Dividend Equivalent is in tandem is either paid or forfeited.

Section 4. Dividend Equivalent Payments. Payments with respect to any Dividend Equivalent subject to this Performance Award shall be paid in cash to the Grantee (or, if the Grantee is dead, the Grantee’s beneficiary) as soon as practicable whenever cash dividends are declared and paid with respect to the Common Stock after the Date of Award and before the Dividend Equivalent expires. 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 (or the Grantee’s beneficiary) receives such shares without the right to receive such dividend and the Grantee (or the Grantee’s beneficiary) would not otherwise be entitled to payment under the expiring tandem Dividend Equivalents with respect to such dividend, the Grantee (or the Grantee’s beneficiary), nevertheless, shall be entitled to such payment. Dividend Equivalent payments shall be subject to withholding for taxes.

Section 5. Payment of Performance Shares Payment under all vested Performance Shares subject to this Performance Award shall be made to the Grantee (or, if the Grantee is dead, the Grantee’s beneficiary) as soon as practicable following April 3, 2009 or, if earlier, the termination of the Grantee’s continuous employment by the Company (including Subsidiaries) but, in any event, no earlier or later than the applicable date or dates under Section 409A of the Code in order to avoid the imposition of any taxation under such Code section. Payment shall be subject to withholding for taxes and shall not occur until the Grantee (or the Grantee’s beneficiary) has arranged to meet this obligation to the satisfaction of the Executive Compensation and Benefits Department. Notwithstanding the foregoing, to the extent that Grantee fails to timely tender to the Corporation sufficient cash to satisfy withholding for tax requirements, such withholding shall be applied to reduce the number of shares of Common Stock that would otherwise be paid. Payment shall be in the form of one (1) share of Common Stock for each full Performance Share so vested, and any fractional Performance Share so vested shall not be paid unless and until subsequent vesting results in the full Performance Share becoming vested.

Section 6. No Employment Right. Nothing in this Agreement shall affect the right of the Company or any Subsidiary to terminate the employment of service of the Grantee at any time for any, or no, reason, or confer upon the Grantee the right to continued employment with the Company (including Subsidiaries).

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Section 7. Restrictions on Transfer, Beneficiary. Performance Shares and Dividend Equivalents subject to this Performance Award may not be sold, transferred, exchanged, assigned, pledged, hypothecated, alienated or otherwise encumbered. The Grantee may designate a beneficiary or beneficiaries to receive any payments that are due under Section 4 or 5 following Grantee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s Executive Compensation and Benefits Department for such purpose which completed form must be received by the Company’s Executive Compensation and Benefits Department before Grantee’s death. If the Grantee fails to designate a beneficiary, or if no designated beneficiary survives Grantee’s death, Grantee’s estate shall be deemed Grantee’s beneficiary.

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

Section 9. Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware applicable to transactions that take place entirely within that state.

Section 10. Conflicts with Plan and Correction of Errors. In the event that, due to administrative error, this Agreement does not accurately reflect a Performance Award properly granted to the Grantee pursuant to the Employment Agreement, the Company, 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.

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

ATTEST		DUKE ENERGY CORPORATION
By:		By:
			James H. Hance, Jr.
	Corporate Secretary	Its:	Chairman, Compensation Committee

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Acceptance of Performance Award

IN WITNESS OF Grantee’s acceptance of this Performance Award and Grantee’s agreement to be bound by the provisions of this Agreement, Grantee has signed this Agreement this 5th day of April 2006.

Grantee’s Signature

5

EX-10.3

Exhibit 10.3

PHANTOM STOCK AGREEMENT

This Phantom Stock Agreement (the “Agreement”) has been made as of April 4, 2006 (the “Date of Award”) between Duke Energy Corporation, a Delaware corporation, with its principal offices in Charlotte, North Carolina (the “Company”), and James E. Rogers (the “Grantee”).

RECITALS

The Company has entered into an employment agreement with the Grantee dated April 4, 2006 (the “Employment Agreement”), pursuant to which it has agreed to make certain equity-based awards to the Grantee, including the award memorialized by this Phantom Stock Agreement. The Company has assumed the 1998 Long-Term Incentive Plan that, prior to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated May 8, 2005, by and among the Company, Duke Energy Corporation, a North Carolina corporation (“Old Duke”), Cinergy Corp., Deer Acquisition Corp. and Cougar Acquisition Corp., was maintained by Old Duke (the “Company Plan”). The grant memorialized by this Phantom Stock Agreement is not made pursuant to the Company Plan; however, for convenience, it shall be deemed to be made pursuant to a plan document with terms substantially identical to the Company Plan (such deemed plan document, the “Plan”). The applicable terms/provisions of the Plan are incorporated in this Phantom Stock Agreement by reference, including the definitions of terms contained in the Plan (except to the extent a term is otherwise defined herein).

PHANTOM STOCK AWARD

The Company has made this Award, effective as of the Date of Award and upon the following terms and conditions:

Section 1. Number and Nature of Phantom Stock Units and Dividend Equivalents. The number of Phantom Stock units and the number of tandem Dividend Equivalents subject to this Award are each two hundred fifty-eight thousand one hundred eighty (258,180). Each Phantom Stock unit represents a right to receive, with respect to vested Phantom Stock units, payment in the form of one share of common stock, no par value, of the Company (“Common Stock”). Each tandem Dividend Equivalent, until its expiration, represents a right to receive cash payments equivalent in amount to the cash dividends declared and paid on one share of Common Stock. 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 shareholder of the Company by virtue of this Award.

Section 2. Vesting of Phantom Stock Units. Twenty-one thousand five hundred fifteen (21,515) Phantom Stock units subject to this Award shall be vested upon the Date of the Award. Except as otherwise provided herein, the remainder of the Phantom Stock units subject to this Award shall vest, as follows:

Number	Upon Grantee remaining continuously employed with the Corporation and Subsidiaries from the Date of Award through the last day of the Quarter immediately preceding the vesting date
21,515	July 1, 2006
21,515	October 1, 2006
21,515	January 1, 2007
21,515	April 1, 2007
21,515	July 1, 2007
21,515	October 1, 2007
21,515	January 1, 2008
21,515	April 1, 2008
21,515	July 1, 2008
21,515	October 1, 2008
21,515	January 1, 2009

In the event that the Grantee’s continuous employment by the Company (including Subsidiaries) terminates by reason of death or disability (meaning any physical or mental illness or injury that precludes the Grantee from performing any job for which he is qualified and able to perform based upon his education, training or experience), any outstanding and unvested Phantom Stock Units subject to this Award shall immediately become vested. In the event that the Grantee’s continuous employment by the Company (including Subsidiaries) terminates for any other reason, a portion of each unvested Phantom Stock unit shall immediately vest, such portion to be equal to (i) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination divided by (ii) the number of days in the vesting period not yet concluded at the time of termination. Upon the termination of the Grantee’s continuous employment by the Company (including Subsidiaries), any fraction of an outstanding Phantom Stock unit that is vested shall be cancelled in exchange for a cash payment equal to the fair market value of such fraction of a Phantom Stock unit and any outstanding Phantom Stock units that are not vested (whether pursuant to the provisions of this paragraph or otherwise), and tandem Dividend Equivalents, shall be forfeited.

Section 3. Forfeiture/Expiration. Except as otherwise expressly provided herein, any Phantom Stock units subject to this Award shall be forfeited upon the termination of the Grantee’s continuous employment by the Company (including Subsidiaries) from the Date of Award, to the extent not then or previously vested. Any

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right to future Dividend Equivalents subject to this Award shall expire at the time the Phantom Stock unit with respect to which the Dividend Equivalent is in tandem is either paid or forfeited.

Section 4. Dividend Equivalent Payments. Payments with respect to any Dividend Equivalent subject to this Award shall be paid in cash to the Grantee (or, if the Grantee is dead, the Grantee’s beneficiary) as soon as practicable whenever cash dividends are declared and paid with respect to the Common Stock after the Date of Award and before the Dividend Equivalent expires. 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 (or the Grantee’s beneficiary) receives such shares without the right to receive such dividend and the Grantee (or the Grantee’s beneficiary) would not otherwise be entitled to payment under the expiring tandem Dividend Equivalents with respect to such dividend, the Grantee (or the Grantee’s beneficiary), nevertheless, shall be entitled to such payment. Dividend Equivalent payments shall be subject to withholding for taxes.

Section 5. Payment of Phantom Stock Units. Payment under all vested Phantom Stock units subject to this Award shall be made to the Grantee (or, if the Grantee is dead, the Grantee’s beneficiary) as soon as practicable following April 1, 2009 or, if earlier, the termination of the Grantee’s continuous employment by the Company (including Subsidiaries). In no event will such payment be made later than the last business day of the month following the month in which his employment with Duke Energy or the employing subsidiary terminates but, in any event, no earlier or later than the applicable date or dates under Section 409A of the Code in order to avoid the imposition of any taxation under such Code section. Payment shall be subject to withholding for taxes and shall not occur until the Grantee (or the Grantee’s beneficiary) has arranged to meet this obligation to the satisfaction of the Executive Compensation and Benefits Department. Notwithstanding the foregoing, to the extent that Grantee fails to timely tender to the Corporation sufficient cash to satisfy withholding for tax requirements, such withholding shall be applied to reduce the number of shares of Common Stock that would otherwise be paid. Payment shall be in the form of one (1) share of Common Stock for each full Phantom Stock unit so vested, and any fractional Phantom Stock unit so vested shall not be paid unless and until subsequent vesting results in the full Phantom Stock unit becoming vested.

Section 6. No Employment Right. Nothing in this Agreement shall affect the right of the Company or any Subsidiary to terminate the employment of service of the Grantee at any time for any, or no, reason, or confer upon the Grantee the right to continued employment with the Company (including Subsidiaries).

Section 7. Restrictions on Transfer, Beneficiary. Phantom Stock units and Dividend Equivalents subject to this Award may not be sold, transferred, exchanged,

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assigned, pledged, hypothecated, alienated or otherwise encumbered. The Grantee may designate a beneficiary or beneficiaries to receive any payments that are due under Section 4 or 5 following Grantee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s Executive Compensation and Benefits Department for such purpose which completed form must be received by the Company’s Executive Compensation and Benefits Department before Grantee’s death. If the Grantee fails to designate a beneficiary or if no designated beneficiary survives Grantee’s death, Grantee’s estate shall be deemed Grantee’s beneficiary.

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

Section 9. Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware applicable to transactions that take place entirely within that state.

Section 10. Conflicts with Plan and Correction of Errors. In the event that, due to administrative error, this Agreement does not accurately reflect a Phantom Stock unit Award properly granted to the Grantee pursuant to the Employment Agreement, the Company, 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.

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

ATTEST		DUKE ENERGY CORPORATION
By:		By:
			James H. Hance, Jr.
	Corporate Secretary	Its:	Chairman, Compensation Committee

Acceptance of 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 5th day of April, 2006.

James E. Rogers

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EX-10.4

Exhibit 10.4

NONQUALIFIED STOCK OPTION CERTIFICATE

(Optionee: James E. Rogers

April 4, 2006 Grant Date)

THIS CERTIFIES THAT on the above-specified Grant Date, James E. Rogers (“Optionee”) has been awarded an OPTION to purchase an aggregate of one million, eight hundred seventy-seven thousand, six hundred forty six (1,877,646) shares of DUKE ENERGY CORPORATION Common Stock, no par value, at a price per share of $29.14, subject to the terms and conditions of this Certificate and the related Nonqualified Stock Option Agreement specifying the same Optionee and Grant Date as this Certificate (the “Agreement”).

THE OPTION shall expire ten (10) years from the Grant Date of this Certificate. Except as may be otherwise provided in the Agreement, the right to exercise THE OPTION shall vest as to a portion of the aggregate number of shares set forth above in accordance with the following schedule:

Number of Shares	Upon Optionee remaining continuously employed with the Company and Subsidiaries from the Grant Date through
625,882	April 3, 2007
625,882	April 3, 2008
625,882	April 3, 2009

THE OPTION, shall not be exercisable unless and until, and then only to the extent it is vested and shall not be exercisable as to less than twenty-five (25) shares, or, if less, all remaining shares then exercisable. Except as otherwise provided in the Agreement, no shares acquired upon exercise of the Option shall be sold, transferred, exchanged, assigned, pledged, hypothecated, alienated or otherwise encumbered until April 3, 2009 or, if earlier, the termination of the Optionee’s continuous employment by Duke Energy Corporation (including its subsidiaries).

IN WITNESS OF its agreement to be bound by the provisions of this Certificate and the Agreement, DUKE ENERGY CORPORATION has caused this Certificate to be signed on its behalf by its duly authorized officer this      day of April 2006 in duplicate.

ATTEST		DUKE ENERGY CORPORATION
By:		By:
			James H. Hance, Jr.
	Corporate Secretary	Its:	Chairman, Compensation Committee

IN WITNESS OF Optionee’s acceptance of THE OPTION and Optionee’s agreement to be bound by the provisions of this Certificate, the Agreement (including, but not limited to, Section 12 thereof, entitled “Optionee Confidentiality Obligations”) and the Plan, Optionee has signed this Certificate this 5th day of April 2006.

James E. Rogers

NONQUALIFIED STOCK OPTION AGREEMENT

(Optionee: James E. Rogers

April 4, 2006 Grant Date)

THIS AGREEMENT is made as of the Grant Date specified above (the “Grant Date”), between Duke Energy Corporation, a Delaware corporation (the “Corporation”), and the Optionee specified above (the “Optionee”).

RECITALS

The Corporation has entered into an employment agreement with the Optionee dated April 4, 2006 (the “Employment Agreement”), pursuant to which it has agreed to make certain equity-based awards to the Optionee, including the award memorialized by this Agreement. The Corporation has assumed the 1998 Long-Term Incentive Plan that, prior to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated May 8, 2005, by and among the Corporation, Duke Energy Corporation, a North Carolina corporation (“Old Duke”), Cinergy Corp., Deer Acquisition Corp. and Cougar Acquisition Corp., was maintained by Old Duke (the “Company Plan”). The grant memorialized by this Agreement is not made pursuant to the Company Plan; however, for convenience, it shall be deemed to be made pursuant to a plan document with terms substantially identical to the Company Plan (such deemed plan document, the “Plan”). The applicable terms/provisions of the Plan are incorporated in this Agreement by reference, including the definitions of terms contained in the Plan (except to the extent a term is otherwise defined herein).

1. Grant and Designation of Option. Pursuant to the provisions of the Employment Agreement, the Corporation hereby grants to the Optionee, subject to the terms and conditions of the Employment Agreement, this Agreement, and the related Nonqualified

Stock Option Certificate specifying the same Optionee and Grant Date as this Agreement, which certificate is incorporated herein by reference (the “Certificate”), the right and option to purchase from the Corporation the aggregate number of shares of common stock, 1,877,646 par value, of the Company (“Common Stock”) set forth on the Certificate at the per share price set forth on the Certificate (the “Option Price”), subject to any adjustment as provided in this Agreement or the Plan (collectively, the “Option”). The Option is not an incentive stock option within the meaning of Code Section 422A. This Agreement, together with the Certificate, shall constitute an “Award Agreement” under the Plan.

2. Term of Option and Vesting. Subject to earlier forfeiture, termination, acceleration or cancellation of the Option as provided in this Agreement or the Certificate, the term of the Option shall be for a period of ten (10) years from the Grant Date. Subject to the provisions of this Agreement, the Option shall vest at such times and as to such number of shares as determined on the basis of the schedule set forth on the Certificate.

3. Method of Exercise. To the extent that the right to purchase shares has become vested, the Option, or any part thereof, may be exercised by giving signed, written notice of exercise to the Corporation (the “Exercise Notice”) specifying the number of shares to be purchased, subject to Section 10. The date of exercise shall be the date the properly completed Exercise Notice is delivered to the Corporation. The Exercise Notice shall be accompanied by payment of the aggregate Option Price for the shares to be purchased, in the following manner:

(a) in U.S. dollars by personal check, bank draft or money order payable to the order of the Corporation, or by wire transfer or direct account debit; or

(b) by delivery of shares of Common Stock or other securities of the

Corporation with a Fair Market Value on the date of exercise at least equal to the Option Price for the shares being purchased, provided, that in the event any such share so delivered was acquired by Optionee pursuant to the Plan, or pursuant to a similar plan of the Corporation or Subsidiary, such share, throughout the six (6) month period immediately preceding such delivery, must (i) be owned by Optionee, (ii) not have been used or acquired in any “stock for stock” swap transaction, and (iii) not be subject to any restriction upon transferability or other incident of ownership or forfeiture condition imposed by the respective plan; or

(c) by combination of the methods described in paragraphs (a) and (b) above.

For purposes of paragraph (a) above, if, and in such manner, as the Optionee is permitted by the Corporation’s Executive Compensation and Benefits Department, and which is not contrary to federal or state securities or other laws, rules and regulations, the Optionee may provide for the payment of the aggregate Option Price for the shares to be purchased by delivering a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Corporation the amount of such aggregate Option Price. The Corporation, acting through its Executive Compensation and Benefits Department, may comply with applicable law by restricting the manner by which the Optionee may pay the Option Price or permitting an alternate method therefore.

Subject to Section 4 and the other applicable provisions of this Agreement and the Plan, in the event of the exercise of the Option, the Corporation shall deliver to the Optionee or, if applicable, to a broker designated by the Optionee, a certificate representing the shares of Common Stock purchased as a result of the exercise.

No partial exercise of the Option may be for fewer than twenty-five (25) shares or the full number of shares as to which the Option is exercisable at the time of such partial exercise, if less than twenty-five (25) shares.

4. Tax Withholding. Shares of Common Stock shall not be issued upon the exercise of the Option unless all federal, state and other governmental withholding tax requirements arising from such exercise have been satisfied by the Optionee or provision therefor has been made to the satisfaction of the Executive Compensation and Benefits Department. Notwithstanding the foregoing, to the extent that Optionee fails to timely tender to the Corporation sufficient cash to satisfy withholding for tax requirements, such withholding shall be applied to reduce the number of shares of Common Stock that would otherwise be deliverable upon exercise of the Option.

5. Nonalienation. The Option granted hereunder is not assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution, and is exercisable, during the Optionee’s lifetime, only by the Optionee. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon, or other voluntary or involuntary attempted alienation of, the Option, or any right or privilege conferred hereby, the Option and the right and privilege conferred hereby shall immediately become null and void. Notwithstanding the foregoing provisions of this Section 5, in accordance with Section 6.5 of the Plan, the Optionee may, with the advance approval of the Committee, transfer or assign some or all of the Option granted hereunder to members of the Optionee’s immediate family (as determined by the Committee) or to trusts, partnerships or corporations whose beneficiaries,

members or owners are members of the Optionee’s immediate family. Any such transfer or assignment shall be subject to the terms and conditions specified by the Committee as described in an Option Transfer Agreement to be executed by the Corporation, the Optionee and the assignee or transferee. Except to the extent provided in Sections 3 or 4 above or the foregoing provisions of this Section 5, in no event may shares of Common Stock subject to the Option be sold, transferred, exchanged, assigned, pledged, hypothecated, alienated or otherwise encumbered until April 3, 2009 or, if earlier, the termination of the Optionee’s continuous employment by the Corporation (including its subsidiaries).

6. Rights as a Stockholder. The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option prior to the date of issuance to Optionee of a certificate or certificates for such shares.

7. Effect of Termination of Employment. Except as otherwise provided in Section 7(a) or 7(b), below, the Option shall be forfeited in the event of the termination of the Optionee’s continuous employment by the Corporation (including its subsidiaries). The Committee may make such provision as it deems appropriate if the Optionee is on approved leave of absence from such employment. The Option shall be subject to the following provisions in the case of the cessation of the Optionee’s employment during the term of the Option:

(a) In the event that the Optionee’s continuous employment by the Corporation (including Subsidiaries) terminates by reason of death or disability (meaning any physical or mental illness or injury that precludes the Optionee from performing any job for which he is qualified and able to perform based upon his education, training or experience), any portion of the Option that is not then vested shall immediately become vested.

(b) In the event that the Optionee’s continuous employment by the Corporation (including Subsidiaries) terminates for any other reason, a portion of each unvested Option unit shall immediately vest, such portion to be equal to (i) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination divided by (ii) the number of days in the vesting period not yet concluded at the time of termination.

Subject to the limitations described in the foregoing provisions of this Section 7, the Option may be exercised, to the extent vested, at any time within ten (10) years from the Grant Date; provided that, if the Optionee’s employment terminates by reason of “Cause” within the meaning of Exhibit B to the Employment Agreement, the Option may be exercised, to the extent vested, at any time within ninety (90) days from the date of termination (provided that in no event may the Option be exercised more than ten (10) years from the Grant Date), after which time the Option shall expire.

8. Adjustments.

(a) If the outstanding shares of Common Stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities or property of the Corporation or another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split up, combination of shares or otherwise), or if the number of such shares of Common Stock shall be increased by a stock dividend or stock split, there

shall be substituted for or added to each share of Common Stock then subject to the Option the number and kind of shares of stock or other securities or property into which each outstanding share of Common Stock shall be so changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be. The Option shall also be amended, as to the shares then subject thereto, as to price and other terms as the Committee may deem necessary or appropriate to reflect such events. If there shall be any other change in the number or kind of outstanding shares of Common Stock, or of any stock shall have been changed, or for which it shall have been exchanged, and if the Committee shall in its sole discretion determine that such change equitably requires an adjustment in the Option, such adjustment shall be made by the Committee and shall be effective and binding upon the Optionee. In making any such substitution or adjustment pursuant to this Section 8, fractional shares may be ignored.

(b) The Committee shall have the power, in the event of any merger or consolidation of the Corporation with or into any other corporation, or the merger or consolidation of any other corporation with or into the Corporation, to amend the Option to permit the exercise thereof in whole or in part at any time, or from time to time, prior to the effective date of any such merger or consolidation and to terminate the Option as of such effective date. In no event may the Option be exercised more than ten (10) years from the Grant Date.

9. Notices. Except as otherwise provided in this Agreement, any notice to be given to the Corporation under this Agreement shall be addressed to the Executive Compensation and Benefits Department—Stock Option (PB04A), Duke Energy Corporation at P. O. Box 1244, Charlotte, North Carolina 28201-1244, and any notice to be given to the Optionee under this Agreement shall be addressed to the Optionee at the address for the Optionee obtained from the records of the Corporation’s Executive Compensation and Benefits Department; provided, however, that either party may substitute a different address by notice in writing to the other. Except as otherwise provided in this Agreement, any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope addressed as aforesaid and deposited, postage prepaid, in a post office or branch post office regularly maintained by the United States Government.

10. No Employment Rights. Nothing in the Plan, this Agreement or the Certificate shall confer upon the Optionee the right to continue in the employment or the service of the Company or any Subsidiary, or affect the right of the Corporation or any Subsidiary to terminate the employment or service of the Optionee at any time for any, or no, reason.

11. Successors and Assigns. This Agreement shall bind and inure to the benefit of, and be enforceable by, the Corporation, and its successors and assigns, and the Optionee, and the Optionee’s successors and assigns expressly permitted by Section 5.

12. Optionee Confidentiality Obligations. In accepting the Option, Optionee acknowledges that Optionee is obligated under company policy, and under federal/state law to protect and safeguard the confidentiality of trade secrets and other proprietary and confidential information belonging to the Corporation and the Subsidiaries that are acquired by Optionee during Optionee’s employment with the Corporation and the Subsidiaries, and

that such obligations continue beyond the termination of such employment. Optionee agrees to notify any subsequent employer of such obligations and that the Corporation and the Subsidiaries, in order to enforce such obligations, may pursue legal recourse not only against Optionee, but against a subsequent employer of Optionee.

13. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware applicable to transactions that take place entirely within the State of Delaware and, where applicable, the laws of the United States.

14. Determinations. Determinations by the Committee, or its delegatee, shall be final and conclusive with respect to the interpretation of the Plan, the Certificate or this Agreement.

15. Conflicts with Plan and Correction of Errors. In the event that, due to administrative error, the Certificate and this Agreement do not accurately reflect an option properly granted to the Optionee pursuant to the Employment Agreement, 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.

By their execution of the Certificate, the Corporation and Optionee enter into this Agreement and agree to be bound by its provisions.

EX-10.5

Exhibit 10.5

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

This Second Amendment, dated as of April 4, 2006, by and among Paul M. Anderson (the “Employee”), Duke Energy Holding Corp., a Delaware corporation subsequently renamed Duke Energy Corporation (“New Duke”), and Duke Energy Corporation, a North Carolina corporation (“Old Duke”).

WHEREAS, the Employee and Old Duke entered into an Employment Agreement as of November 1, 2003, as amended March 9, 2004 (the “Employment Agreement”), pursuant to which the Employee currently serves as the Chairman and Chief Executive Officer of Old Duke;

WHEREAS, the Employee and Old Duke entered into a Nonqualified Stock Option Agreement (“Option Agreement”), Phantom Stock Agreement (“Phantom Stock Agreement”), and Performance Award Agreement (the “Performance Award Agreement”), all dated as of November 17, 2003, to memorialize the grant of stock options, phantom stock and performance shares described, respectively, in Sections 5(a), (b) and (c) of the Employment Agreement;

WHEREAS, Old Duke and New Duke entered into an Agreement and Plan of Merger by and among the Old Duke, New Duke, Cinergy Corp. (“Cinergy”), Deer Acquisition Corp. and Cougar Acquisition Corp. dated May 8, 2005 (as it may have been and may be amended, the “Merger Agreement”); and

WHEREAS, pursuant to the Merger Agreement, effective as of the closing of the mergers contemplated by the Merger Agreement (the “Closing”), the Employee is to serve as the Chairman of the Board (but not Chief Executive Officer) of New Duke and the Employee is no longer to serve as a director or employee of Old Duke.

NOW, THEREFORE, in light of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, New Duke, Old Duke and the Employee hereby agree as follows:

1. Effective as of the Closing, New Duke shall assume all of the rights and obligations of Old Duke under the Employment Agreement, and all references in the Employment Agreement to “Duke Energy” and “Duke Energy Corporation” shall be deemed to be references to New Duke rather than Old Duke.

2. Effective as of the Closing, Employee shall be employed by New Duke and serve as Chairman of New Duke’s Board of Directors (but not as New Duke’s Chief Executive Officer), and all references in the Employment Agreement to Employee’s employment as Chairman and

Chief Executive Officer of Old Duke shall be deemed to be references to Employee’s employment as Chairman of New Duke. In his capacity as Chairman, the Employee shall have the rights, duties and responsibilities prescribed in Section 4.03 of the by-laws of New Duke (as they may be amended from time to time). In addition, the Employee shall have management responsibilities for analyzing potential strategic alternatives regarding the separation of New Duke’s gas and electric business and, if approved by the Board of Directors of New Duke, the implementation thereof, and in such capacity the President or other chief officer of the gas business shall report directly to the Employee (as well as to the President and Chief Executive Officer of New Duke).

3. For 2006, the Employee shall be entitled to a performance share award covering 70,000 shares of the common stock, no par value per share, of New Duke (the “New Performance Shares”) rather than 120,000 shares of such common stock (as otherwise would be provided pursuant to Section 5(c) of the Employment Agreement). During the first quarter of 2006, the performance goals with respect to the New Performance Shares shall be based 80% on New Duke’s ongoing diluted earnings per share (“EPS Goal”) and 20% on strategic objectives (“Strategic Objectives”); during the remainder of 2006, the performance goals shall only include strategic objectives. The EPS Goal shall continue to be those previously established by the Compensation Committee of the Board of Directors of Old Duke with respect to the 2006 performance share award previously made under Section 5(c) of the Employment Agreement. With respect to 30,000 of the New Performance Shares, the Strategic Objectives shall continue to be those previously established by the Compensation Committee of the Board of Directors of Old Duke with respect to such 2006 performance share award; with respect to the remaining 40,000 of the New Performance Shares, the Strategic Objectives shall be established by the Compensation Committee of the Board of Directors of New Duke taking into account the nature of the Employee’s duties after the Closing.

4. Effective as of the Closing, for purposes of determining under the Option Agreement, Phantom Stock Agreement and Performance Award Agreement whether a “Change in Control” has occurred within the meaning of such agreements and Old Duke’s 1998 Long-Term Incentive Plan, reference shall be made to whether there has occurred a Change in Control of New Duke under the definition of Change in Control under Old Duke’s 1998 Long-Term Incentive Plan as in effect immediately before the Closing (by substituting New Duke for Old Duke as used in such definition).

5. Effective as of June 1, 2006, in addition to any other payments required of the Employee pursuant to the existing provisions of

Section 7 of the Employment Agreement (relating to the payment of taxes attributable to personal travel on Duke Energy aircraft), the Employee shall also be required to reimburse New Duke for the cost of any personal travel on New Duke Aircraft in accordance with New Duke’s standard rates and reimbursement policies as in effect from time to time.

6. Except as amended by this Second Amendment, the Employment Agreement, Option Agreement, Phantom Stock Agreement and Performance Award Agreement shall continue in full force and effect in accordance with their respective terms.

7. This Second Amendment constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, writings and agreements among them.

IN WITNESS THEREOF, the Employee and the duly authorized representatives of Old Duke and New Duke have executed this Second Amendment as of the date first written above.

DUKE ENERGY CORPORATION

(A NORTH CAROLINA CORPORATION)

By: [NAME]

Title: [xxx]

DUKE ENERGY CORPORATION

(A DELAWARE CORPORATION)

By: [NAME]

Title: [xxx]

PAUL M. ANDERSON

EX-10.6

Exhibit 10.6

RETENTION AWARD AGREEMENT

THIS RETENTION AWARD AGREEMENT (the “Agreement”), effective as of April 4, 2006 (the “Date of Grant”), is made by and between Duke Energy Corporation (“Duke Energy”), a Delaware corporation, and David L. Hauser (the “Employee”), an employee of Duke Energy Corporation or one of its directly or indirectly held majority or greater-owned subsidiaries or affiliates (collectively referred to herein as the “Company”).

1. Contingent Award.

(a) Grant of Retention Award. In consideration of Employee’s service for the Company, Duke Energy hereby grants to the Employee the opportunity to earn a retention award (the “Retention Award”) pursuant to the terms of this Agreement.

(b) Vesting Schedule. Subject to earlier forfeiture as described below, the Retention Award shall become fully vested in its entirety if the Employee is continuously employed by the Company from the Date of Grant until the earliest to occur of the following dates (i) April 4, 2008, (ii) the date of the Employee’s death, (iii) the date on which the Company terminates the Employee’s employment other than for Cause, if such termination occurs during the two-year period following the occurrence of a Change in Control, (iv) the date on which the Employee voluntarily terminates employment for Good Reason, if such termination occurs during the two-year period following the occurrence of a Change in Control. Where used herein, the terms “Cause,” “Good Reason” and “Change in Control” shall have the meanings given to such terms in Section 9 hereof.

(c) Forfeiture of Retention Award. The Employee shall forfeit his or her Retention Award in its entirety if he or she ceases to remain continuously employed by the Company until the date on which the Retention Award vests in accordance with Section 1(b) hereof. The Employee also shall forfeit his or her Retention Award if he or she (i) receives severance benefits under any agreement other than this Agreement as a result of termination of employment following the Date of Grant and prior to the applicable vesting date described in Section 1(b) hereof or (ii) does not timely execute any waiver of claims in accordance with the Company’s request as a condition to receiving payment for his or her Retention Award.

2. Payment of Earned Retention Award. Except as otherwise provided herein, in the event that the Retention Award becomes fully vested in accordance with Section 1(b), the Employee shall be entitled to receive a lump sum cash payment equal to $1,000,000. Such payment shall be made as soon as administratively practicable following the date on which the Retention Award becomes vested.

The Company shall have the right to deduct from all payments made to the Employee pursuant to this Agreement such federal, state, local or other taxes as are, in the reasonable opinion of the Company, required to be withheld by the Company with respect to such payment.

3. Transferability. The contingent rights set forth in this Agreement are not transferable otherwise than by will or the laws of descent and distribution.

4. No Right to Continued Employment. Solely for purposes of this Agreement, Employee shall be deemed to be employed by the Company during all periods in which he or she is receiving benefits under any Company-sponsored short-term or long-term disability plan or program; provided, however, that nothing in this Agreement shall restrict the right of the Company to terminate the Employee’s employment at any time with or without cause.

5. Successors. The terms of this Agreement shall be binding upon and inure to the benefit of Duke Energy Corporation, its successors and assigns, and the Employee and the Employee’s beneficiaries, executors, administrators, heirs and successors.

6. Miscellaneous. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision has been omitted. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part of this Agreement. Except to the extent pre-empted by federal law, this Agreement and the Employee’s rights under it shall be construed and determined in accordance with the laws of the State of Delaware. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior communications, representations and negotiations in respect thereto. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Compensation Committee of Duke Energy, or its delegate, shall have final authority to interpret and construe this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Employee and his or her legal representative in respect of any questions arising under this Agreement.

7. Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties.

8. Source of Payment. Any payments to Employee under this Agreement shall be paid from the Company’s general assets, and Employee shall have the status of a general unsecured creditor with respect to the Company’s obligations to make payments under this Agreement. Employee acknowledges that the Company shall have no obligation to set aside any assets to fund its obligations under this Agreement.

9. Certain Definitions.

(a) Cause. “Cause” shall mean (i) a material failure by the Employee to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Employee’s position, (ii) the final conviction of the Employee of a felony or crime involving moral turpitude, (iii) an egregious act of dishonesty by the Employee (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Employee toward the customers or employees of the Company, (iv) a material breach by the Employee of the Duke Energy’s Code of Business Ethics, or (v) the failure of the Employee to cooperate fully with governmental investigations involving the Company; provided, however, that the Company shall not have reason to terminate the Employee’s employment for Cause pursuant to this Agreement unless the Employee receives written notice from the Company identifying the acts or omissions constituting Cause and gives the Employee a 30-day opportunity to cure, if such acts or omissions are capable of cure.

(b) Good Reason. “Good Reason” shall mean the occurrence (without the Employee’s express written consent which specifically references this Agreement) of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected within 30 days following written notice given in respect thereof: (i) a reduction in the Employee’s annual base salary (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees), (ii) a reduction in the Employee’s target annual bonus (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees), or (iii) the assignment to the Employee of a job position with a total point value under the Hay Point Factor Job Evaluation System that is less than seventy percent (70%) of the total point value of the job position held by the Executive on the Date of Grant; provided, however, that in the event there is a claim by the Employee that there has been such an assignment and the Company disputes such claim, whether there has been such an assignment shall be conclusively determined by the HayGroup (or any successor thereto) or if such entity (or any successor) is no longer in existence or will not serve, a consulting firm mutually selected by the Company and the Employee or, if none, a consulting firm drawn by lot from two nationally recognized consulting firms that agree to serve and that are nominated by the Company and the Employee, respectively (such consulting firm, the “Consulting Firm”) under such procedures as the Consulting Firm shall in its sole discretion establish; provided further that such procedures shall afford both the Company and the Employee an opportunity to be heard;

and further provided, however, that the Company and the Employee shall use their best efforts to enable and cause the Consulting Firm to make such determination within thirty (30) days of the Employee’s claim of such an assignment. The Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(c) Change in Control. “Change in Control” shall have the meaning given to such term in the Duke Energy Corporation 1998 Long-Term Incentive Plan, provided, however, that for purposes of clarity, no Change in Control shall be deemed to have occurred in connection with any transactions or events resulting from the separation of the Company’s gas and electric businesses or in connection with the transactions occurring pursuant to the Agreement and Plan of Merger dated as of May 8, 2005 by and among Duke Energy Corporation, Cinergy Corp., Deer Holding Corp., Deer Acquisition Corp. and Cougar Acquisition Corp., as it may be amended.

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective as of the date set forth herein.

EMPLOYEE	DUKE ENERGY CORPORATION
Signature:	By:

EX-10.7

Exhibit 10.7

SEVERANCE AND RETENTION AGREEMENT

THIS SEVERANCE AND RETENTION AGREEMENT (the “Agreement”), effective as of April 4, 2006 (the “Date of Grant”), is made by and between Duke Energy Corporation (“Duke Energy”), a Delaware corporation, and Ruth Shaw (the “Employee”), an employee of Duke Energy Corporation or one of its directly or indirectly held majority or greater-owned subsidiaries or affiliates (collectively referred to herein as the “Company”).

1. Contingent Award.

(a) Grant of Retention Award. In consideration of Employee’s service for the Company, Duke Energy hereby grants to the Employee the opportunity to earn a retention award (the “Retention Award”) pursuant to the terms of this Agreement.

(b) Vesting Schedule. Subject to earlier forfeiture as described below, the Retention Award shall become fully vested in its entirety if the Employee is continuously employed by the Company from the Date of Grant until the earliest to occur of the following dates (i) April 4, 2008, (ii) the date of the Employee’s death, (iii) the date on which the Company terminates the Employee’s employment other than for Cause, if such termination occurs during the two-year period following the occurrence of a Change in Control, (iv) the date on which the Employee voluntarily terminates employment for Good Reason, if such termination occurs during the two-year period following the occurrence of a Change in Control (each of the items (i)-(iv) shall constitute a “Vesting Event”). Where used herein, the terms “Cause,” “Good Reason” and “Change in Control” shall have the meanings given to such terms in Section 9 hereof.

(c) Forfeiture of Retention Award. The Employee shall forfeit her Retention Award in its entirety if she ceases to remain continuously employed by the Company until the date on which the Retention Award vests in accordance with Section 1(b) hereof. The Employee also shall forfeit her Retention Award if she does not timely execute any waiver of claims in accordance with the Company’s request as a condition to receiving payment for her Retention Award.

(d) Severance Benefit. If, during the period January 1, 2007 - April 1, 2007, but before the occurrence of a Vesting Event, the Employee voluntarily terminates her employment for any reason, or the Company terminates the Employee’s employment other than for Cause, then (i) the Employee shall forfeit her Retention Award in its entirety pursuant to Section 1(c), and (ii) the Company shall pay the Employee a severance benefit equal to 200% of the sum of her annual base salary and her annual target short-term incentive opportunity as soon as reasonably practicable following the

expiration of any revocation period contained in any waiver and release the Company asks the Employee to sign in connection with such termination.

2. Payment of Earned Retention Award. Except as otherwise provided herein, in the event that the Retention Award becomes fully vested in accordance with Section 1(b), the Employee shall be entitled to receive a lump sum cash payment equal to $900,000. Such payment shall be made as soon as administratively practicable following the date on which the Retention Award becomes vested. The Company shall have the right to deduct from all payments made to the Employee pursuant to this Agreement such federal, state, local or other taxes as are, in the reasonable opinion of the Company, required to be withheld by the Company with respect to such payment.

3. Transferability. The contingent rights set forth in this Agreement are not transferable otherwise than by will or the laws of descent and distribution.

4. No Right to Continued Employment. Solely for purposes of this Agreement, Employee shall be deemed to be employed by the Company during all periods in which she is receiving benefits under any Company-sponsored short-term or long-term disability plan or program; provided, however, that nothing in this Agreement shall restrict the right of the Company to terminate the Employee’s employment at any time with or without cause.

5. Successors. The terms of this Agreement shall be binding upon and inure to the benefit of Duke Energy Corporation, its successors and assigns, and the Employee and the Employee’s beneficiaries, executors, administrators, heirs and successors.

6. Miscellaneous. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision has been omitted. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part of this Agreement. Except to the extent pre-empted by federal law, this Agreement and the Employee’s rights under it shall be construed and determined in accordance with the laws of the State of Delaware. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior communications, representations and negotiations in respect thereto. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Compensation Committee of Duke Energy, or its delegate, shall have final authority to interpret and construe this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Employee and her legal representative in respect of any questions arising under this Agreement.

7. Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties.

8. Source of Payment. Any payments to Employee under this Agreement shall be paid from the Company’s general assets, and Employee shall have the status of a general unsecured creditor with respect to the Company’s obligations to make payments under this Agreement. Employee acknowledges that the Company shall have no obligation to set aside any assets to fund its obligations under this Agreement.

9. Certain Definitions.

(a) Cause. “Cause” shall mean (i) a material failure by the Employee to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Employee’s position, (ii) the final conviction of the Employee of a felony or crime involving moral turpitude, (iii) an egregious act of dishonesty by the Employee (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Employee toward the customers or employees of the Company, (iv) a material breach by the Employee of the Duke Energy’s Code of Business Ethics, or (v) the failure of the Employee to cooperate fully with governmental investigations involving the Company; provided, however, that the Company shall not have reason to terminate the Employee’s employment for Cause pursuant to this Agreement unless the Employee receives written notice from the Company identifying the acts or omissions constituting Cause and gives the Employee a 30-day opportunity to cure, if such acts or omissions are capable of cure.

(b) Good Reason. “Good Reason” shall mean the occurrence (without the Employee’s express written consent which specifically references this Agreement) of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected within 30 days following written notice given in respect thereof: (i) a reduction in the Employee’s annual base salary (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees), (ii) a reduction in the Employee’s target annual bonus (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees), or (iii) the assignment to the Employee of a job position with a total point value under the Hay Point Factor Job Evaluation System that is less than seventy percent (70%) of the total point value of the job position held by the Executive on the Date of Grant; provided, however, that in the event there is a claim by the Employee that there has been such an assignment and the Company

disputes such claim, whether there has been such an assignment shall be conclusively determined by the HayGroup (or any successor thereto) or if such entity (or any successor) is no longer in existence or will not serve, a consulting firm mutually selected by the Company and the Employee or, if none, a consulting firm drawn by lot from two nationally recognized consulting firms that agree to serve and that are nominated by the Company and the Employee, respectively (such consulting firm, the “Consulting Firm”) under such procedures as the Consulting Firm shall in its sole discretion establish; provided further that such procedures shall afford both the Company and the Employee an opportunity to be heard; and further provided, however, that the Company and the Employee shall use their best efforts to enable and cause the Consulting Firm to make such determination within thirty (30) days of the Employee’s claim of such an assignment. The Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(c) Change in Control. “Change in Control” shall have the meaning given to such term in the Duke Energy Corporation 1998 Long-Term Incentive Plan, provided, however, that for purposes of clarity, no Change in Control shall be deemed to have occurred in connection with any transactions or events resulting from the separation of the Company’s gas and electric businesses or in connection with the transactions occurring pursuant to the Agreement and Plan of Merger dated as of May 8, 2005 by and among Duke Energy Corporation, Cinergy Corp., Deer Holding Corp., Deer Acquisition Corp. and Cougar Acquisition Corp., as it may be amended.

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective as of the date set forth herein.

EMPLOYEE	DUKE ENERGY CORPORATION
Signature:	By: