Phantom Stock and Performance Awards 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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