0001193125-08-043884 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined • Ohio

This EMPLOYMENT AGREEMENT is made and entered into as of the 24th day of September, 2002 (the “Effective Date”), by and between Cinergy and James L. Turner (the “Executive”). This Agreement replaces and supersedes any and all prior employment agreements between Cinergy and the Executive. The capitalized words and terms used throughout this Agreement are defined in Section 11.

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RETENTION AWARD AGREEMENT
Retention Award Agreement • February 29th, 2008 • 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 Marc Manly (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”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined

The Employment Agreement between Cinergy Corp., its subsidiaries and/or its affiliates (“Cinergy”) and Marc E. Manly (the “Executive”) dated as of November 15, 2002 (the “Agreement”) is hereby amended pursuant to this amendment (the “Amendment”) effective as of the completion of the Merger (as defined in the Agreement and Plan of Merger, dated as of May 9, 2005, by and among Duke Energy Corporation, Cinergy Corp., Duke Holding Corp., Duke Acquisition Corp., and Cinergy Acquisition Corp.). In the event that the Merger does not occur, this Amendment shall be void ab initio and of no further force and effect.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined • North Carolina

THIS AGREEMENT, dated effective as of April 4, 2006, is made by and between Duke Energy Corporation, formerly known as Duke Energy Holding Corp., a Delaware corporation (the “Company”), and Marc E. Manly (the “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined

The Employment Agreement between Cinergy Corp., its subsidiaries and/or its affiliates (“Cinergy”) and James L. Turner (the “Executive”) dated as of September 24, 2002, as amended (the “Agreement”) is hereby amended effective as of December 14, 2005.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined

The Employment Agreement between Cinergy Corp., its subsidiaries and/or its affiliates (“Cinergy”) and Marc E. Manly (the “Executive”) dated as of November 15, 2002 (the “Agreement”) is hereby amended effective as of December 17, 2003.

SPLIT DOLLAR COLLATERAL ASSIGNMENT INSURANCE PLAN AGREEMENT AND SUMMARY PLAN DESCRIPTION
Split Dollar Collateral Assignment Insurance Plan Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined • North Carolina

THIS AGREEMENT made as of the first day of October, 1997, by and between Duke Energy Corporation, a North Carolina corporation having its principal place of business in Charlotte, North Carolina (the “Company”), and Henry B. Barron, Jr. (the “Employee”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined • North Carolina

This Restricted Stock Award Agreement (the “Agreement”) has been made as of February 1, 2006, (the “Date of Award”) between DUKE ENERGY CORPORATION, a North Carolina corporation, with its principal offices in Charlotte, North Carolina (the “Corporation”), and Henry B. Barron, Jr (the “Grantee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined

The Employment Agreement between Cinergy Corp., its subsidiaries and/or its affiliates (“Cinergy”) and James L. Turner (the “Executive”) dated as of September 24, 2002 (the “Agreement”) is hereby amended effective as of December 17, 2003.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Duke Energy CORP • Electric & other services combined

This Amendment to the Employment Agreement (“Amendment”) is entered into by and between James L. Turner (the “Executive”) and Cinergy dated July 19, 2004.

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