0001104659-08-056400 Sample Contracts

AMENDMENT TO PHANTOM STOCK AND PERFORMANCE AWARDS
Phantom Stock and Performance Awards • September 2nd, 2008 • Duke Energy CORP • Electric & other services combined

The Phantom Stock Agreement between Duke Energy Corporation and James E. Rogers dated April 4, 2006, and the Performance Award Agreement between Duke Energy Corporation and James E. Rogers dated April 4, 2006 (the “Agreements”) are amended, effective August 26, 2008, as follows:

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AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • September 2nd, 2008 • Duke Energy CORP • Electric & other services combined

The Deferred Compensation Agreement dated December 16, 1992 between PSI Energy Inc., a predecessor to Duke Energy Corporation (the “Company”) and James E. Rogers (the “Agreement”) is amended, effective August 26, 2008, as follows:

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 2nd, 2008 • Duke Energy CORP • Electric & other services combined • North Carolina

THIS AGREEMENT, dated as of August 26, 2008, is made by and between Duke Energy Corporation, a Delaware corporation (the “Company”), and (the “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 2nd, 2008 • Duke Energy CORP • Electric & other services combined

The Employment Agreement dated April 4, 2006 between Duke Energy Corporation and James E. Rogers (the “Agreement”) is amended, effective August 26, 2008, as follows:

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