0001193125-04-042288 Sample Contracts

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 15th, 2004 • Duke Energy Corp • Electric services • North Carolina

This Separation Agreement and General Release (“Agreement”) is made and entered into January 30, 2004, by and between DUKE ENERGY CORPORATION, a North Carolina corporation, (including all of its subsidiaries and affiliates — all hereafter referred to as “Duke”); and Mr. Robert Brace (“Mr. Brace”). In consideration of the mutual covenants and promises of Mr. Brace and Duke, Duke and Mr. Brace voluntarily agree as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • Duke Energy Corp • Electric services • North Carolina

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 1st day of November, 2003, by and between PAUL M. ANDERSON (“Employee”) and DUKE ENERGY CORPORATION (“Duke Energy”), a North Carolina corporation with its principal executive offices in Charlotte, North Carolina.

SUPPLEMENTAL COMPENSATION AGREEMENT
Supplemental Compensation Agreement • March 15th, 2004 • Duke Energy Corp • Electric services

This Agreement is made and entered into between Dr. Ruth G. Shaw (“Dr. Shaw”) and Duke Power Company (“Duke”). In consideration of the mutual covenants and promises of Dr. Shaw and Duke, Duke and Dr. Shaw agree as follows:

AMENDMENT AND SUPPLEMENT TO KEY EMPLOYEE SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement and General Release • March 15th, 2004 • Duke Energy Corp • Electric services

This Amendment and Supplement to Key Employee Severance Agreement and General Release (the “Supplement”) is made and entered into as of February 2, 2004 (the “Effective Date”), by and between DUKE ENERGY CORPORATION (“Duke”), a North Carolina corporation with its principal executive offices in Charlotte, North Carolina, and Richard B. Priory (the “Executive”)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • Duke Energy Corp • Electric services

The Employment Agreement (“Agreement”) between Mr. Paul M. Anderson (“Mr. Anderson”) and Duke Energy Corporation (“Duke Energy”) dated November 1, 2003, is amended as follows:

CHRISTOPHER C. ROLFE Senior Vice President, Strategy. Planning and Human Resources Duke Energy Corporation PB04J / 422 South Church St. Charlotte, NC 28202-1904
Duke Energy Corp • March 15th, 2004 • Electric services

The purpose of this letter is to summarize the preliminary understandings we have reached concerning your claim to receive payment under the terms of your Key Employee Severance Agreement (“the KESA”) as a result of your leaving the Company’s employ. This letter of intent does not legally bind either you or the Company, except with respect to the confidentiality provisions set forth in paragraph 6 below, and neither of us will be under any legal obligation with respect to these matters unless and until a written definitive agreement has been fully executed and delivered.

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