0001104659-09-012136 Sample Contracts

PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • February 25th, 2009 • Duke Energy CORP • Electric & other services combined • Delaware

This Performance Award Agreement (the “Agreement”) has been made as of February 19, 2009 (the “Date of Grant”) between Duke Energy Corporation, a Delaware corporation, with its principal offices in Charlotte, North Carolina (the “Corporation”), and (the “Grantee”).

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PHANTOM STOCK AWARD AGREEMENT
Phantom Stock Award Agreement • February 25th, 2009 • Duke Energy CORP • Electric & other services combined • Delaware

This Phantom Stock Award Agreement (the “Agreement”) has been made as of February 19, 2009, (the “Date of Grant”) between Duke Energy Corporation, a Delaware corporation, with its principal offices in Charlotte, North Carolina (the “Corporation”), and (the “Grantee”).

PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • February 25th, 2009 • Duke Energy CORP • Electric & other services combined • Delaware

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

PHANTOM STOCK AWARD AGREEMENT
Phantom Stock Award Agreement • February 25th, 2009 • Duke Energy CORP • Electric & other services combined • Delaware

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

EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2009 • Duke Energy CORP • Electric & other services combined • North Carolina

This Employment Agreement (the “Agreement”) is entered into as of the 19th day of February, 2009 (the “Effective Date”), by and between James E. Rogers (the “Employee”) and Duke Energy Corporation, a Delaware corporation (“Duke Energy”).

NONQUALIFIED STOCK OPTION AGREEMENT (Optionee: James E. Rogers Grant Date)
Nonqualified Stock Option Agreement • February 25th, 2009 • Duke Energy CORP • Electric & other services combined • Delaware

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”).

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