0001193125-06-074927 Sample Contracts

RETENTION AWARD AGREEMENT
Retention Award Agreement • April 6th, 2006 • Duke Energy CORP • Electric & other services combined • Delaware

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”).

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PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • April 6th, 2006 • Duke Energy CORP • Electric & other services combined • Delaware

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”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2006 • Duke Energy CORP • Electric & other services combined

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”).

SEVERANCE AND RETENTION AGREEMENT
Severance and Retention Agreement • April 6th, 2006 • Duke Energy CORP • Electric & other services combined • Delaware

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”).

PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • April 6th, 2006 • Duke Energy CORP • Electric & other services combined • Delaware

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”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2006 • Duke Energy CORP • Electric & other services combined • North Carolina

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.

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