0001104659-06-056935 Sample Contracts

AMENDMENT TO PHANTOM STOCK AWARD AGREEMENT
Phantom Stock Award Agreement • August 24th, 2006 • Duke Energy CORP • Electric & other services combined

The Phantom Stock Award Agreement, dated as of , 2004, is hereby amended, effective as of August 19, 2006, by adding the following at the end of Section 5 of the Agreement:

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AMENDMENT TO PERFORMANCE AWARD AGREEMENT AND PHANTOM STOCK AWARD AGREEMENT
Performance Award Agreement • August 24th, 2006 • Duke Energy CORP • Electric & other services combined

The Performance Award Agreement, dated as of 2004, and the Phantom Stock Award Agreement, dated as of , 2004, are hereby amended, effective as of August 19, 2006, by replacing the last sentence of the first paragraph of Section 2(a) of each Agreement with the following:

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