Exhibit 10.2


DUKE ENERGY CORPORATION

DIRECTORS’ SAVINGS PLAN

(Amended and Restated Effective January 1, 2008)


ARTICLE I



ESTABLISHMENT AND PURPOSE OF PLAN


 


The Duke
Energy Corporation Directors’ Savings Plan (the “Plan”) was established,
effective January 1, 1997, by Duke Energy Corporation, formerly named Duke
Power Company, and has subsequently been amended from time to time.  The Cinergy Corp. Directors’ Deferred
Compensation Plan and the obligation to pay certain deferred equity awards were
merged with and into the Plan effective as of January 1, 2008 (the “Effective
Date”).  The purpose of the Plan is to
provide deferred compensation for the Nonemployee Directors of the Board.  This amendment and restatement of the Plan is
effective as of the Effective Date.


ARTICLE II



DEFINITIONS


 


Wherever
used herein, the singular includes the plural and the following terms have the
following meanings unless a different meaning is clearly required by the
context.


2.1           “Account”
means the single bookkeeping account established and maintained pursuant to the
Plan in the name of each Participant, and into which (a) any Fixed Interest
Account, Variable Interest Account or subaccount in the Restricted Stock Fund
that had been maintained pursuant to the Plan in the name of the respective
Participant was consolidated on January 1, 2001, (b) amounts were
transferred as of January 1, 2008 from the Cinergy Corp. Directors’ Deferred
Compensation Plan and (c) deferred LTIP Awards were transferred as of January
1, 2008 from freestanding deferral agreements previously entered into by
certain Participants who previously served on the Board of Directors of Cinergy
Corp.  Each Participant’s Account shall
be a bookkeeping entry only and shall be used solely as a device to measure and
determine the amounts, if any, to be paid to the Participant or his or her
beneficiary under the Plan.


2.2           “Affiliated
Group” shall mean the Company and all entities with whom the Company would be
considered a single employer under Sections 414(b) and 414(c) of the Code,
provided that in applying Section 1563(a)(1), (2), and (3) for purposes of
determining a controlled group of corporations under Section 414(b) of the
Code, the term “at least 45 percent” is used instead of “at least 80 percent”
each place it appears in Code Section 1563(a)(1), (2), and (3), and in applying
Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or
businesses (whether or not incorporated) that are under common control for
purposes of Section 414(c), the term “at least 45 percent” is used instead of “at
least 80 percent” each place it appears in that regulation.  Such term shall be interpreted in a manner
consistent with the definition of “service recipient” contained in Section 409A
of the Code.


 

















 


2.3           “Board of Directors”
or “Board” means the Board of Directors of the Company.


2.4           “Change
in Control” shall be deemed to have occurred upon:


(a)           an
acquisition subsequent to the Effective Date by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 30% or more of either (A) the then outstanding
shares of Company common stock or (B) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors; excluding, however, the following:  (1) any acquisition directly from the
Company, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired directly
from the Company, (2) any acquisition by the Company and (3) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or of its affiliated companies;


(b)           during any
period of two (2) consecutive years (not including any period prior to the
Effective Date), individuals who at the beginning of such period constitute the
Board of Directors (and any new Directors whose election to the Board or
nomination for election by the Company’s shareholders was approved by a vote of
at least 2/3 of the Directors then still in office who either were Directors at
the beginning of the period or whose election or nomination for election was so
approved) cease for any reason (except for death, disability or voluntary
retirement) to constitute a majority thereof;


(c)           the
consummation, after the Effective Date, of a merger, consolidation,
reorganization or similar corporate transaction, which has been approved by the
shareholders of the Company, whether or not the Company is the surviving
Company in such transaction, other than a merger, consolidation, or
reorganization that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 50% of the combined voting power of the voting
securities of the Company (or such surviving entity) outstanding immediately
after such merger, consolidation, or reorganization;


(d)           the
consummation, after the Effective Date, of (A) the sale or other
disposition of all or substantially all of the assets of the Company or
(B) a complete liquidation or dissolution of the Company, which has been
approved by the shareholders of the Company; or


(e)           the
adoption by the Board of Directors, after the Effective Date, of a resolution
to the effect that any person has acquired effective control of the business
and affairs of the Company.


2.5           “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


2.6           “Committee”
means the Compensation Committee of the Board of Directors or its delegate.


 


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2.7           “Company”
means Duke Energy Corporation and its successors, including, without
limitation, the surviving corporation resulting from any merger or
consolidation of Duke Energy Corporation with any other corporation, limited
liability company, joint venture, partnership or other entity or entities.


2.8           “Compensation”
means all retainers, Committee chair fees and meeting/committee fees earned by
Nonemployee Directors for services actually rendered in conjunction with
service on the Board of Directors.


2.9           “Director”
means a member of the Board of Directors of the Company.


2.10         “Duke
Energy Common Stock Fund” shall mean the Investment Option that invests
primarily in Duke Energy Corporation common stock.


2.11         “Duke
Energy Common Stock - Stock Deferrals Subaccount” shall have the meaning
provided in Section 4.5.


2.12         “Effective
Date” means January 1, 2008.


2.13         “Fixed
Interest Subaccount” means an account crediting interest at the fixed rates
applicable under the Duke Power Company Compensation Deferral Plan for Outside
Directors as it existed on December 31, 1996, prior to January 1,
2001.


2.14         “Investment
Options” shall mean the various investment options that are made available from
time to time under the Plan, which options generally shall correspond to the
investment options made available from time to time under the Company’s RSP.


2.15         “Legacy
Cinergy Plans” shall mean, collectively, the Cinergy Corp. Directors’ Deferred
Compensation Plan and the freestanding deferral agreements pursuant to which
LTIP Awards were previously deferred, and have not yet been distributed, by
Participants who were on the Board of Directors of Cinergy Corp.


2.16         “LTIP Award”
shall mean any award, other than a stock option or restricted stock award,
granted under a long-term incentive plan maintained by the Company or its
affiliates (including the Company’s 2006 Long-Term Incentive Plan).


2.17         “Nonemployee
Director” means a member of the Board of Directors who is not employed by any
entity in the Affiliated Group.


2.18         “Participant”
shall mean any individual for whom an Account is maintained under the
Plan.  However for the purposes of
Article III, the term Participant shall mean only those Participants who
remain eligible to participate in the Plan.


2.19         “Performance-Based
Compensation” shall mean that portion of a Participant’s compensation the
amount of which, or the entitlement to which, is contingent on the satisfaction
of pre-established organizational or individual performance criteria relating
to a performance period of at least twelve (12) consecutive months, and which
satisfies the requirements for “performance-based compensation” under Section
409A of the Code, including the requirement that the performance criteria be
established in writing by not later than (i) ninety (90) days after 


 


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the
commencement of the period of service to which the criteria relates and (ii)
the date the outcome ceases to be substantially uncertain.  Where a portion of an amount of compensation
would qualify as Performance-Based Compensation if the portion were the sole
amount available under a designated incentive plan, that portion of the award
will not fail to qualify as Performance-Based Compensation if that portion is
designated separately on the deferral election or is otherwise separately
identifiable under the terms of the designated incentive plan, and the amount
of each portion is determined independently of the other.


2.20         “Plan”
shall mean the Duke Energy Corporation Directors’ Savings Plan, as amended.


2.21         “Plan Year”
shall mean the calendar year.


2.22         “Post-2004
Deferrals” shall have the meaning provided in Section 4.2.


2.23         “Pre-2005
Deferrals” shall have the meaning provided in Section 4.2.


2.24         “Prior Plan”
shall have the meaning provided in Section 4.1.


2.25         “Restricted
Stock Fund” means the fund crediting Restricted Stock Units prior to
January 1, 2001.


2.26         “Retirement
Plan” means the Duke Power Company Retirement Plan for Outside Directors as it
existed on December 31, 1996.


2.27         “RSP” shall
mean the Duke Energy Retirement Savings Plan, as amended.


2.28         “Separation
from Service” shall mean a termination of service with the Affiliated Group in
such a manner as to constitute a “separation from service” as defined under
Section 409A of the Code.  To the extent
permitted by Section 409A of the Code, the Committee retains discretion, in the
event of a sale or other disposition of assets, to specify whether a Participant
who provides services to the purchaser immediately after the transaction has
incurred a Separation from Service.  With
respect to Pre-2005 Deferrals, the term “Separation from Service” shall mean a
termination of service on the Board or otherwise within the meaning of the Plan
or applicable Prior Plan as in effect immediately prior to the Effective Date.


2.29         “Specified
Employee” shall mean, as of any date, a “specified employee”, as defined in
Section 409A of the Code (as determined under the Company’s policy for
determining specified employees on the relevant date), of the Company or any
entity which would be considered to be a single employer with the Company under
Section 414(b) or Section 414(c) of the Code.


2.30         “Spectra
Energy Common Stock Fund” shall have the meaning provided in Section 4.6.


2.31         “Variable
Interest Account” means an account crediting interest at a variable rate, prior
to January 1, 2001.


 


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ARTICLE III



ELIGIBILITY AND DEFERRAL ELECTIONS


 


3.1           Eligibility.  Active Nonemployee Directors participating in
the Plan or in the Legacy Cinergy Plans immediately prior to the Effective Date
will continue to participate in the Plan on and after the Effective Date.  Notwithstanding anything contained in Section
3.1 to the contrary, any individual with respect to whom amounts have been
assumed from Prior Plans as described in Section 4.1 shall automatically
participate, and be a “Participant,” in the Plan with respect to such
amounts.  An individual’s right to defer
shall cease with respect to the Plan Year following the Plan Year in which he
or she ceases to be eligible to participate in the Plan, although such
individual shall continue to be subject to all of the terms and conditions of
the Plan for as long as he or she remains a Participant.  Upon the occurrence of a Participant’s
Separation from Service during a Plan Year, any then-outstanding deferral
election shall be cancelled and no additional amount shall be deferred pursuant
to such deferral election.


3.2           Deferral
Elections — Compensation.  Any
individual who on or after the Effective Date becomes a Nonemployee Director
will become a Participant in the Plan upon beginning to serve as a member of
the Board of Directors.  Each eligible
Participant may irrevocably elect to defer in accordance with the terms of this
Plan, a percentage up to 100% (such percentage to be a multiple of 1%) of such
Participant’s Compensation for each Plan Year. 
Unless an earlier date is specified by the Committee, such election must
be made by the Participant not later than the beginning of such Plan Year or
within 30 days of a Participant initially becoming eligible to participate
in the Plan (or any other plan required to be aggregated with the Plan under
Section 409A of the Code).  In the event
that a Participant first becomes eligible to participate in the Plan other than
on the first day of a Plan Year, he or she shall have no right to defer
Compensation prior to the date that is 30 days after he or she initially
becomes eligible to participate in the Plan, and his or her deferral election
shall apply only to Compensation earned beginning 30 days after he or she
initially becomes eligible to participate in the Plan.  Compensation deferred shall be credited to
the Participant’s Account at the time such Compensation otherwise would be paid
to the Participant.  Unless otherwise
specified by the Committee in accordance with procedures established from time
to time, an election to defer Compensation shall apply only with respect to the
Compensation earned in the Plan Year following the Plan Year in which the
deferral election is made, and such deferral election cannot be revoked.


3.3           Deferral Elections - LTIP Awards.  Each eligible Participant may irrevocably
elect to defer, in accordance with the terms of this Plan, the entire amount of
any LTIP Award, subject to the following conditions:


(a)           General
Rule.  Except as otherwise provided
in this Section, the deferral election shall be made by, and shall become
irrevocable as of, December 31 (or such earlier date as specified by the
Committee) of the Plan Year next preceding the Plan Year for which such LTIP
Award is granted.  In the event that a
Participant first becomes eligible to participate in the Plan other than on the
first day of a Plan Year but after the commencement of a performance period, he
or she shall have the right to make a deferral election within 30 days after
initially becoming eligible to participate but the deferral election shall only
apply to that portion of the LTIP Award that is earned for such performance
period equal to the total amount of the LTIP Award earned during such 


 


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performance
period multiplied by a fraction, the numerator of which is the number of days
beginning on the day immediately after the date that is 30 days after the
Participant initially becomes eligible to participate and ending on the last
day of the performance period, and the denominator of which is the total number
of days in the performance period.


(b)           Compensation
Subject to Vesting.   To the extent
permitted by the Committee, and notwithstanding anything contained in this
Section to the contrary, the deferral election with respect to an LTIP Award
that is subject to a forfeiture condition requiring the Participant’s continued
services for a period of at least 12 months from the date that the Participant
obtains a “legally binding right” to such compensation (within the meaning of
Section 409A of the Code) must be made by, and shall become irrevocable as of,
the thirtieth day following the date that the Participant obtains the legally
binding right to such compensation, provided that the election is made at least
twelve months in advance of the earliest date at which the forfeiture condition
could lapse.  For this purpose, a
condition will not be treated as failing to require the Participant to continue
to provide services for a period of at least 12 months merely because the
condition immediately lapses upon the death or disability (as defined in
Section 409A of the Code) of the Participant, or upon a Change in Control (as
defined in Section 409A of the Code), provided that if such death, disability,
or Change in Control occurs and the condition lapses before the end of such
12-month period, the deferral election made under this Section 3.3(b) shall not
apply to such compensation.


(c)           Performance-Based
Compensation.  To the extent
permitted by the Committee, and notwithstanding anything contained in this
Section to the contrary, the deferral election with respect to an LTIP Award
that constitutes Performance-Based Compensation must be made by, and shall
become irrevocable as of, the date that is six months before the end of the
applicable performance period (or such earlier date as specified by the
Committee on the deferral election), provided that in no event may such
deferral election be made after such LTIP Award has become “readily
ascertainable” within the meaning of Section 409A of the Code.  In order to make a deferral election under
this Section 3.3(c), the Participant must perform services continuously from
the later of the beginning of the performance period or the date the
performance criteria are established through the date a deferral election
becomes irrevocable under this Section 3.3(c). 
An election made under this Section shall not apply to any portion of
the Performance-Based Compensation that is actually earned by a Participant
regardless of satisfaction of the performance criteria.


(d)           Crediting
Date.  Upon the date that an LTIP
Award that the Participant has elected to defer otherwise would have been
payable, the number of shares of stock or the cash payment that would have
become so payable but for the deferral election shall be credited to the Duke
Energy Common Stock - Stock Deferrals Subaccount.


(e)           Dividend
Equivalents.  Dividend equivalents,
to the extent deferred, shall also be deferred and credited to the Participant’s
Duke Energy Common Stock - Stock Deferrals Subaccount commencing on the payment
date of the first cash dividend of Duke Energy Common Stock that is declared
after the date on which the deferred LTIP Award vests.


 


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ARTICLE IV



ACCOUNTS AND PRIOR PLANS


 


4.1           Prior
Plans.  As described in more detail
in Appendix A, the Plan governs the terms and conditions of all or a portion of
the amounts previously earned under the following plans (each a “Prior Plan”):  (i) the Cinergy Corp. Directors’ Deferred
Compensation Plan and (ii) LTIP Awards previously deferred through freestanding
deferral agreements (and not yet distributed) by Participants who previously
were on the Board of Directors of Cinergy Corp. 
Amounts that were previously payable under the Prior Plans and that have
been credited to Accounts hereunder shall remain subject to the same vesting
schedule and elections (including deferral and distribution elections) and
beneficiary designations that were controlling under the applicable Prior Plan
immediately prior to the date such amounts were credited to Accounts under the
Plan until a new election is made in accordance with the terms of this Plan
that by its terms supersedes the prior election.  This Plan shall recognize any amount that was
properly deferred by a Participant under a Prior Plan but that had not yet been
credited to his or her account thereunder as of the date the obligations under
such plan were assumed by this Plan. 
Each Participant’s right to receive any benefit that has been
transferred to this Plan shall be determined solely pursuant to the terms of
this Plan.  All of the Company’s
obligations and Participants’ rights with respect to the amounts previously
payable under the Prior Plan shall automatically be extinguished and become
obligations and rights under this Plan without further action as of the Effective
Date.


4.2           Application
of Code Section 409A to Prior Plans.


(a)           Pre-2005
Deferrals.  Any “amounts deferred” in
taxable years beginning before January 1, 2005 under the Plan or Prior Plan,
within the meaning of Section 409A of the Code, and any earnings thereon (“Pre-2005
Deferrals”), shall be governed by the terms of the Plan or Prior Plan, as
applicable, as in effect on October 3, 2004, and it is intended that such
amounts and any earnings thereon be exempt from the application of Section 409A
of the Code.  Nothing contained herein is
intended to materially enhance a benefit or right existing under the Plan or
Prior Plan as of October 3, 2004 or add a new material benefit or right to such
Plan or Prior Plan.


(b)           Post-2004
Deferrals.  Any “amounts deferred” in
taxable years beginning on or after January 1, 2005 under the Plan or Prior
Plan, within the meaning of Section 409A of the Code, and any earnings thereon
(“Post-2004 Deferrals”), shall be governed by the terms and conditions of the
Plan.


4.3           Maintenance
of Participant Accounts.  An Account
shall be established and maintained with respect to each Participant.  Each Account shall reflect the amounts
credited thereto pursuant to Article IV, plus or minus adjustments made in
accordance with the provisions of Article IV and reduced by distributions
made in accordance with Article VI.


4.4           Phantom
Investment Options Generally.  In
accordance with such rules as the Committee shall approve, Investment Options
shall be available hereunder that generally correspond with each RSP investment
option and such other investment options as are determined to be appropriate by
the Committee.  Each Participant
hereunder shall specify, in accordance with this Section and rules established
by the Committee, the “investment” of his or 


 


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her Account
in one or more Investment Options hereunder. 
The Participant’s Account shall thereafter be automatically adjusted
daily (or on such other basis as the Committee shall approve), upward or
downward, in proportion to the total percentage return experienced for the
respective period on amounts invested in the Investment Options.  Accounts under the Plan shall be bookkeeping
accounts reflecting units of phantom Investment Options hereunder which mirror
the performance that would have resulted from an actual investment in the
corresponding Investment Option(s).  No
amounts actually shall be invested hereunder in any Investment Option.  The Plan’s investment option that corresponds
to the RSP’s Duke Energy Common Stock Fund shall be referred to as the “Duke
Energy Common Stock Fund”.


4.5           Duke
Energy Common Stock - Stock Deferrals Subaccount.   Amounts credited to a Participant’s Account
pursuant to Section 3.3 shall be held in a subaccount within such
Participant’s Account (the “Duke Energy Common Stock - Stock Deferrals
Subaccount”).  The amounts in the Duke
Energy Common Stock - Stock Deferrals Subaccount shall be credited and
maintained as units of a phantom investment that mirrors the performance of
Duke Energy Corporation common stock (with cash dividends reinvested).  No transfers may be made into or out of the
Duke Energy Common Stock - Stock Deferrals Subaccount.


4.6           Adjustments
to Reflect Spin-Off of Spectra Energy Corp. 
Each phantom unit of Duke Energy Corporation common stock credited to
the Duke Energy Common Stock - Stock Deferrals Subaccount and the Duke Energy
Common Stock Fund on behalf of a Participant at the time of the spin-off of
Spectra Energy Corp, whether under the Plan or a Prior Plan, was converted, as
of such spin-off, into phantom units of Spectra Energy Corp common stock and
phantom units of Duke Energy Corporation common stock and reallocated as
described below.  The number of phantom
units of Spectra Energy Corp common stock was equal to the number of shares of
Spectra Energy Corp common stock to which the Participant would have been
entitled on the spin-off had the phantom units of Duke Energy Corporation
common stock represented actual shares of Duke Energy Corporation as of the
record date of the spin-off, the resulting number of phantom units of Spectra
Energy Corp common stock being rounded down to the nearest whole unit.  The resulting number of phantom units of
Spectra Energy Corp common stock was automatically transferred from the Duke
Energy Common Stock - Stock Deferrals Subaccount and the Duke Energy Common
Stock Fund and credited to the Investment Option that invested primarily in
Spectra Energy Corp common stock (the “Spectra Common Stock Fund”), effective
as of the spin-off.  Each Participant is
entitled to elect, pursuant to rules and procedures prescribed by the Company,
to reallocate amounts deemed invested in the Spectra Common Stock Fund into any
other open Investment Option.  The
Spectra Common Stock Fund shall be closed to additional deferrals and to
transfers from any other Investment Option.


4.7           Adjustments
to Stock Funds.  If there shall occur
any merger, consolidation, liquidation, issuance of rights or warrants to
purchase securities, recapitalization, reclassification, stock dividend,
spin-off, split-off, stock split, reverse stock split or other distribution
with respect to the shares of the Company or Spectra Energy Corp, or any
similar corporate transaction or event in respect of such shares, then the
Committee shall, in the manner and to the extent that it deems appropriate and
equitable to the Participants and consistent with the terms of this Plan, cause
a proportionate adjustment to be made in number and kind of shares deemed held
under the Plan.  Moreover, in the event
of any such transaction or event, the Committee, in its discretion, may provide
in substitution for any or all outstanding shares under the Plan such


 


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alternative
consideration as it, in good faith, may determine to be equitable under the
circumstances.


4.8           Fixed
Interest Subaccount.  The portion of
a Participant’s Account that, as of December 31, 2000, was maintained as a
Fixed Interest Subaccount, shall be transferred, on January 1, 2001, to a
special fixed interest investment option, where it shall continue to be
credited with interest in the same manner and at the rates that would have been
applicable under the Fixed Interest Subaccount had the Fixed Interest
Subaccount continued.  On and after
January 1, 2001, the Participant (or, if the Participant is dead, the
Participant’s beneficiary) may elect to transfer amounts from the fixed
interest investment option to any open investment option, but the fixed
interest investment option shall be closed to additional deferrals and to
transfer from any other investment option.


ARTICLE V



VESTING


 


5.1           General
Rule.  A Participant is 100% vested
in his or her Account.


ARTICLE VI



PAYMENT OF BENEFITS


 


6.1           Commencement Date.  Except as otherwise provided below, following
Separation from Service, a Participant will receive, or will begin to receive,
payment of his or her benefits under this Plan, which consist of the portion of
his or her Account that is vested, as determined under Article V.  Each Participant who served on the Board of
Directors on January 1, 2001, who made an irrevocable election prior to
such date, and who continuously served on the Board of Directors through
attainment of age 62, shall not commence to receive his or her payment of
his or her benefits under the Plan until attainment of age 70 or his or her
earlier death.


6.2           Election
of Distribution Option.


(a)           Pre-2005
Deferrals.  With respect to Pre-2005
Deferrals, each Participant has been provided the opportunity to elect from
among the distribution options specified in Section 6.3, the manner in
which such Participant’s Account shall be paid following Separation from
Service.  A Participant may elect to
change the distribution option for his or her Pre-2005 Deferrals, other than
any such amounts attributable to the Legacy Cinergy Plans, to a distribution
option permitted under Section 6.3 once in any 12 month period, but any such
change shall become effective one year from the date on which the election form
was submitted to the Committee, but only if the Participant remains on the
Board of Directors throughout such one year period.  Failure to timely elect a distribution option
with respect to Pre-2005 Deferrals shall result in a deemed election of five
annual installments with respect to such amounts.


 


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(b)           Post-2004 Deferrals.  With respect to each amount deferred under
the Plan after 2007, each Participant shall, in accordance with procedures
established from time to time by the Committee and no later than the last day
for filing the deferral election to which such deferrals relate, be entitled to
make a separate class-year election from among the distribution options
specified in Section 6.4.  With respect
to all amounts deferred under the Plan after 2004 and before 2008, each
Participant shall, in accordance with procedures established from time to time
by the Committee consistent with Section 6.6, be entitled to make a single
election (which may be separate for deferrals of LTIP Award and deferrals of
other Compensation) from among the distribution options specified in Section
6.4.  A Participant may not elect to
change such elections.  Failure to timely
elect a distribution option with respect to Post-2004 Deferrals shall result in
a deemed election of payment in a single lump sum.


6.3           Distribution
Options for Pre-2005 Deferrals. 
Subject to the foregoing, the following distribution options are
available with respect to Pre-2005 Deferrals:


(a)           Lump
Sum.  Payment of the full amount of
the Participant’s Account as soon as administratively feasible after the first
business day of the month following the month in which occurs the Separation
from Service occurs.


(b)
          Term Payments.  Payment of the full amount of the Participant’s
Account in either five or ten annual installments.  The amount to be distributed in each
installment shall be determined by dividing the installments then remaining by
the Account balance to obtain the cash amount and/or number of whole shares of
Company common stock, including the cash amount for any fractional share, to be
paid in the current installment.  An
annual installment shall be paid as promptly as administratively feasible after
the cash amount and number of whole shares of Company common stock, including
the cash amount for any fractional share, are to be included in the installment
have been determined.


(c)           Discretion to Change Distribution
Option.  The Board of Directors may,
in its sole discretion, shorten or lengthen the time period over which a
benefit is to be paid or to provide for periodic payment of a benefit that
otherwise would be paid in lump sum or for lump sum payment of a benefit that
otherwise would be paid periodically.


(d)           Legacy
Cinergy Plans.  Notwithstanding
Section 6.3(a), 6.3(b) and 6.3(c), Pre-2005 Deferrals attributable (i) to the
Cinergy Corp. Directors’ Deferred Compenation Plan shall be payable in a lump
sum payment on the first business day of the Plan Year following the Plan Year
in which the Participant has a Separation from Service and (ii) to freestanding
agreements under which LTIP Awards were deferred by certain Participants who
previously served on the Board of Directors of Cinergy Corp. shall be payable
in a lump sum payment within 60 days following Separation from Service.


6.4           Distribution
Options for Post-2004 Deferrals. 
Subject to the foregoing, the following distribution options are
available with respect to Post-2004 Deferrals:


(a)           Lump Sum.  Payment of the full amount of the Participant’s
Account on the first business day of the month following the month in which the
Participant’s Separation from Service occurs.


 


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(b)           Term
Payments.  Payment of
the full amount of the Participant’s Account in annual installments over a
period from two to ten, or fifteen, years. 
The amount to be distributed in each installment shall be determined by
dividing the installments then remaining by the Account balance to obtain the
cash amount and/or number of whole shares of Company common stock, including
the cash amount for any fractional share, to be paid in the current
installment.  Annual installments shall
be paid on the first business day of the month following the month in which the
Participant’s Separation from Service occurs and on each applicable anniversary
thereafter.


 


(c)           Default
Distribution Option.  To the extent
that a Participant does not designate the distribution option of an amount
deferred or contributed to his or her Account, such amount (adjusted for
earnings and losses) shall be distributed in a single lump sum during the
60-day period following the date on which the Participant’s Separation from
Service occurs.


6.5           Form of
Payment.  All amounts due under the
Plan shall be paid in cash, except that units in the Duke Energy Common Stock
Fund and the Duke Energy Common Stock - Stock Deferrals Subaccount shall be
converted to whole shares of Company common stock and cash for any fractional
share.  To the extent that the delivery
of any shares of Company common stock to a Participant under this Plan
otherwise would cause all or any portion of the Plan to be considered an “equity
compensation plan” as such term is defined in Section 303A(8) of the New York
Stock Exchange Listed Company Manual or any successor rule (“Listed Company
Manual”), then such shares shall be paid from, and shall count against the
share reserve of, a Company-sponsored “equity compensation plan” designated by
the Committee that complies with the shareholder approval requirements
contained in the Listed Company Manual.


6.6           Transition
Relief for Payment Elections — Post-2004 Deferrals.  With respect to Post-2004 Deferrals, a
Participant designated by the Committee may, no later than a date specified by
the Committee (provided that such date occurs no later than December 31, 2008
or such other date as permitted under Section 409A of the Code) elect on a form
provided by the Committee to (a) change the date of payment of his or her
Subaccounts or (b) change the distribution option of his or her Subaccounts to
a distribution option otherwise permitted for that Subaccount under the
Plan.  The Committee may also take any
action that it deems necessary, in its sole discretion, to amend prior deferral
elections or payment elections of a Participant, without the Participant’s
consent, to conform such elections to the terms of this Plan.  This Section is intended to comply with
Notice 2007-86, any subsequent notice or guidance, and the applicable proposed
and final Treasury Regulations issued under Section 409A of the Code and shall
be interpreted in a manner consistent with such intent.


6.7           Mandatory
Six-Month Delay — Post-2004 Deferrals. 
Except as otherwise provided in Sections 6.8(a), in no event may
payments of Post-2004 Deferrals commence, with respect to any Participant who
is a Specified Employee as of his or her Separation from Service, prior to the
first business day of the seventh month following such Separation from Service
(or if earlier, upon the Participant’s death) if such amounts are otherwise
payable pursuant to the Participant’s Separation from Service.  Any amount that is postponed as a result of
the prior sentence shall be accumulated through and paid on the first business
day of the seventh month following such Separation from Service (or if earlier,
upon the Participant’s death).


 


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6.8           Discretionary
Acceleration of Payment.  To the
extent permitted by Section 409A of the Code, the Committee may, in its sole discretion,
accelerate the time or schedule of a payment of Post-2004 Deferrals under the
Plan as provided in this Section.  The
provisions of this Section are intended to comply with the exception to
accelerated payments under Treasury Regulation Section 1.409A-3(j) and shall be
interpreted and administered accordingly.   
Except as otherwise specifically provided in this Plan, the Committee
may not accelerate the time or schedule of any payment or amount scheduled to
be paid under the Plan within the meaning of Section 409A of the Code.


(a)           Domestic
Relations Orders.   The Committee
may, in its sole discretion, accelerate the time or schedule of a payment under
the Plan to an individual other than the Participant as may be necessary to
fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the
Code).


(b)           Payment
Upon Income Inclusion Under Section 409A. 
Subject to Section 6.7 hereof, the Committee may, in its sole
discretion, provide for the acceleration of the time or schedule of a payment
under the Plan at any time the Plan fails to meet the requirements of Section
409A of the Code. The payment may not exceed the amount required to be included
in income as a result of the failure to comply with the requirements of Section
409A of the Code.


(c)           Certain
Offsets.  Subject to Section 6.7
hereof, the Committee may, in its sole discretion, provide for the acceleration
of the time or schedule of a payment under the Plan as satisfaction of a debt
of the Participant to the Company (or any entity which would be considered to
be a single employer with the Company under Section 414(b) or Section 414(c) of
the Code), where such debt is incurred in the ordinary course of the service
relationship between the Company (or any entity which would be considered to be
a single employer with the Company under Section 414(b) or Section 414(c) of
the Code) and the Participant, the entire amount of reduction in any of the
taxable years of the Company (or any entity which would be considered to be a
single employer with the Company under Section 414(b) or Section 414(c) of the
Code) does not exceed $5,000, and the reduction is made at the same time and in
the same amount as the debt otherwise would have been due and collected from
the Participant.


(d)           Bona
Fide Disputes as to a Right to a Payment. 
Subject to Section 6.7 hereof, the Committee may, in its sole
discretion, provide for the acceleration of the time or schedule of a payment
under the Plan where such payments occur as part of a settlement between the
Participant and the Company (or any entity which would be considered to be a
single employer with the Company under Section 414(b) or Section 414(c) of the
Code) of an arm’s length, bona fide dispute as to the Participant’s right to
the deferred amount.


(e)           Other
Events and Conditions.  Subject to
Section 6.7 hereof, a payment may be accelerated upon such other events and
conditions as the Internal Revenue Service may prescribe in generally
applicable guidance published in the Internal Revenue Bulletin.


6.9           Delay
of Payments.  To
the extent permitted under Section 409A of the Code, the Committee may, in its
sole discretion, delay payment of Post-2004 Deferrals under any of the 


 


12

















 


following
circumstances, provided that the Committee treats all payments to similarly
situated Participants on a reasonably consistent basis:


(a)           Federal
Securities Laws or Other Applicable Law. 
A Payment may be delayed where the Committee reasonably anticipates that
the making of the payment will violate federal securities laws or other
applicable law; provided that the delayed payment is made at the earliest date
at which the Committee reasonably anticipates that the making of the payment
will not cause such violation.  For
purposes of the preceding sentence, the making of a payment that would cause
inclusion in gross income or the application of any penalty provision or other
provision of the Code is not treated as a violation of applicable law.


(b)           Other
Events and Conditions.  A payment may
be delayed upon such other events and conditions as the Internal Revenue
Service may prescribe in generally applicable guidance published in the
Internal Revenue Bulletin.


6.10         Actual
Date of Payment.  If calculation of the amount of
the payment is not administratively practicable due to events beyond the
control of the Participant (or beneficiary), the payment will be treated as
made upon the date specified under the Plan if the payment is made during the
first calendar year in which the calculation of the amount of the payment is
administratively practicable. Notwithstanding the foregoing, payment must be
made no later than the latest possible date permitted under Section 409A of the
Code. Moreover, notwithstanding any other provision of this Plan to the
contrary except Section 6.7, and to the extent permitted by Section 409A of the
Code, a payment will be treated as made upon the date specified under the Plan
if the payment is made as close as administratively practicable to the relevant
payment date specified herein, and in any event within the same calendar year.


ARTICLE VII



DEATH BENEFITS


 


7.1           Designation
of Beneficiary.  If a Participant
dies while still having a vested Account balance under the Plan, the vested
unpaid balance shall be payable to the Participant’s beneficiary or
beneficiaries as a death benefit.  The
Company will provide each Participant with a form whereby the Participant may
designate a beneficiary or beneficiaries by filing the completed form with the
Company before the Participant’s death. 
If a deceased Participant did not designate a beneficiary, or if the
designated beneficiary should predecease the Participant, the Account shall be
paid to the estate of the Participant.


7.2           Form of
Payment.  If a Participant (or a
beneficiary previously designated by a deceased Participant) dies before
receiving all amounts payable hereunder, then the remaining amounts payable
shall be paid to the specified beneficiary of such deceased person in
accordance with the distribution option in effect; provided, however, that if
such deceased person has failed to specify a surviving beneficiary, then all
Pre-2005 Deferrals shall be paid to the deceased Participant’s or beneficiary’s
estate in lump sum.


 


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ARTICLE VIII



AMENDMENT AND TERMINATION


 


8.1           General
Rule.  The Board of Directors or its
delegate may (a) terminate the Plan with respect to future Participants or
future benefit accruals for current Participants; and (b) amend the Plan in any
respect, at any time.  No such
termination or amendment may reduce the amount of any then accrued benefit of
any Participant and any attempt to do so shall be void.  Subject to Section 6.7 hereof, the Committee
may, in its sole discretion to the extent permitted in Section 409A of the
Code, provide for the acceleration of the time or schedule of a payment of
Post-2004 Deferrals under the Plan upon the termination of the Plan.


ARTICLE IX



ADMINISTRATION


 


9.1           The
Committee is the named fiduciary of the Plan and as such shall have the
authority to control and manage the operation and administration of the Plan
except as otherwise expressly provided in this Plan document.  The named fiduciary may designate persons
other than the named fiduciary to carry out fiduciary responsibilities under
the Plan.  Any such allocation or
designation must be in writing and must be accepted in writing by any such
other person.


9.2           The
Committee is the administrator of the Plan. 
As administrator, the Committee has the authority (without limitation as
to other authority) to delegate its duties to agents and to make rules and
regulations that it believes are necessary or appropriate to carry out the
Plan.  The Committee has the discretion
as a Plan fiduciary (i) to interpret and construe the terms and provisions
of the Plan (including any rules or regulations adopted under the Plan),
(ii) to determine questions of eligibility to participate in the Plan and
(iii) to make factual determinations in connection with any of the foregoing.  A decision of the Committee with respect to
any matter pertaining to the Plan including without limitation the individuals
determined to be Participants, the benefits payable, and the construction or
interpretation of any provision thereof, shall be conclusive and binding upon
all interested persons.  No Committee
member shall participate in any decision of the Committee that would directly
and specifically affect the timing or amount of his or her benefits under the
Plan, except to the extent that such decision applies to all Participants under
the Plan.


ARTICLE X



CLAIMS PROCEDURE


 


10.1         A person
with an interest in the Plan shall have the right to file a claim for benefits
under the Plan and to appeal any denial of a claim for benefits.  Any request for a Plan benefit or to clarify
the claimant’s rights to future benefits under the terms of the Plan shall be
considered to be a claim.


 


14

















 


10.2         A claim for
benefits will be considered as having been made when submitted in writing by
the claimant (or by such claimant’s authorized representative) to the
Committee.  No particular form is
required for the claim, but the written claim must identify the name of the
claimant and describe generally the benefit to which the claimant believes he
or she is entitled.  The claim may be
delivered personally during business hours or mailed to the Committee.


10.3         The
Committee will determine whether, or to what extent, the claim may be allowed
or denied under the terms of the Plan.  If
the claim is wholly or partially denied, the claimant shall be so informed by
written notice 90 days after the day the claim is submitted unless special
circumstances require an extension of time for processing the claim.  If such an extension of time for processing
is required, written notice of the extension shall be furnished to the claimant
prior to the termination of the initial 90-day period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Plan expects to render the final decision. 
If notice of denial of a claim (in whole or in part) is not furnished
within the initial 90-day period after the claim is submitted (or, if
applicable, the extended 90-day period), the claimant shall consider that his
or her claim has been denied just as if he or she had received actual notice of
denial.


10.4         The notice informing the claimant that his claim has been
wholly or partially denied shall be written in a manner calculated to be
understood by the claimant and shall include:


(a)           The
specific reason(s) for the denial.


(b)           Specific
reference to pertinent Plan provisions on which the denial is based.


(c)           A
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary.


(d)           Appropriate
information as to the steps to be taken if the claimant wishes to submit his or
her claim for review.


10.5         If the
claim is wholly or partially denied, the claimant (or his or her authorized
representative) may file an appeal of the denied claim with the Committee
requesting that the claim be reviewed. 
The Committee shall conduct a full and fair review of each appealed
claim and its denial.  Unless the
Committee notifies the claimant that due to the nature of the benefit and other
attendant circumstances he or she is entitled to a greater period of time
within which to submit his or her request for review of a denied claim, the
claimant shall have 60 days after he or she (or his or her authorized
representative) receives written notice of denial of his or her claim within
which such request must be submitted to the Committee.


10.6         The request for review of a denied claim must be made in
writing.  In connection with making such
request, the claimant or his or her authorized representative may:


(a)           Review
pertinent documents.


(b)           Submit
issues and comments in writing.


 


15
















10.7         The
decision of the Committee regarding the appeal shall be promptly given to the
claimant in writing and shall normally be given no later than 60 days
following the receipt of the request for review.  However, if special circumstances (for
example, if the Committee decides to hold a hearing on the appeal) require a
further extension of time for processing, the decision shall be rendered as
soon as possible, but no later than 120 days after receipt of the request
for review.  However, if the Committee holds
regularly scheduled meetings at least quarterly, a decision on review shall be
made by no later than the date of the meeting which immediately follows the
Plan’s receipt of a request for review, unless the request is filed within
30 days preceding the date of such meeting.  In such case, a decision may be made by no
later than the date of the second meeting following the Plan’s receipt of the
request for review.  If special
circumstances (for example, if the Committee decides to hold a hearing on the appeal)
require a further extension of time for processing, the decision shall be
rendered as soon as possible, but no later than the third meeting following the
Plan’s receipt of the request for review. 
If special circumstances require that the decision will be made beyond
the initial time for furnishing the decision, written notice of the extension
shall be furnished to the claimant (or his or her authorized representative)
prior to the commencement of the extension. 
The decision on review shall be in writing and shall be furnished to the
claimant or his or her authorized representative within the appropriate time
for the decision.  If a decision on
review is not furnished within the appropriate time, the claim shall be deemed
to have been denied on appeal.


10.8         The
Committee may, in its sole discretion, decide to hold a hearing if it
determines that a hearing is necessary or appropriate in order to make a full
and fair review of the appealed claim.


10.9         The
decision on review shall include specific reasons for the decision, written in
a manner calculated to be understood by the claimant, as well as specific
references to the pertinent Plan provisions on which the decision is based.


10.10       A person
must exhaust his or her rights to file a claim and to request a review of the
denial of his or her claim before bringing any civil action to recover benefits
due to him under the terms of the Plan, to enforce his or her rights under the
terms of the Plan, or to clarify his or her rights to future benefits under the
terms of the Plan.


10.11       The
Committee shall exercise its responsibility and authority under this claims
procedure as a fiduciary and, in such capacity, shall have the discretionary
authority and responsibility (1) to interpret and construe the Plan and any
rules or regulations under the Plan, (2) to determine the eligibility of
Nonemployee Directors to participate in the Plan, and the rights of
Participants to receive benefits under the Plan, and (3) to make factual
determinations in connection with any of the foregoing.


ARTICLE XI



GENERAL PROVISIONS


 


11.1         No right or
interest of any person entitled to a benefit under the Plan shall be subject to
voluntary or involuntary alienation, assignment, or transfer of any kind.


 


16

















 


11.2         No right or
benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to benefits under this
Plan.  Notwithstanding the foregoing, to
the extent permitted by Section 409A of the Code and subject to Section 6.8,
the Committee shall honor a judgment, order or decree from a state domestic
relations court which requires the payment of part or all of a Participant’s or
beneficiary’s interest under this Plan to an “alternate payee” as defined in
Section 414(p) of the Code.


11.3         The Company’s
obligations under this Plan shall be as unfunded and unsecured promise to
pay.  The Company shall not be obligated
under any circumstances to fund its financial obligations under this Plan.  The Company may establish a grantor trust to
assist it in meeting its obligations under this Plan.  The Company shall not be obligated to
establish such a trust, and if established, the Company shall not be obligated
to make contributions to the trust. All payments under the Plan will be made
from the general funds of the Company.


11.4         This Plan
shall be construed and administered in accordance with the laws of the State of
North Carolina to the extent that such laws are not preempted by Federal law.


11.5         Transfer
of Accounts.  The Account of each
member of the Board of Directors of Spectra Energy Corp or its predecessor
companies (a “Spectra Energy Participant”) maintained under the Plan
immediately prior to the spin-off of Spectra Energy Corp was transferred to the
Spectra Energy Corp Directors’ Savings Plan and assumed by Spectra Energy Corp
as of the spin-off (the “Assumed Amounts”). 
For purposes of this Plan, the term “Assumed Amounts” shall include any
amount of Compensation of a Spectra Energy Participant that is earned but not
yet paid as of the spin-off and phantom stock units granted to a Spectra Energy
Participant under the Duke Energy Corporation 1998 Long-Term Incentive
Plan, that were properly deferred by a member of the Spectra Energy Corp Board
of Directors under the Plan but that had not yet been credited to his or her
Account under the Plan as of the spin-off. 
Each such Spectra Energy Participant shall have no further rights under
the Plan immediately after his or her Account is transferred to the Spectra
Energy Corp Directors’ Savings Plan and assumed by Spectra Energy Corp in
accordance with the terms and conditions of the Employee Matters Agreement by
and between Duke Energy Corporation and Spectra Energy Corp (the “Employee
Matters Agreement”).  Capitalized terms
used in this Section that are not defined in this Plan shall have the meaning
set forth in the Employee Matters Agreement.


11.6         Compliance
with Section 409A of the Code.  It is
intended that the Plan comply with the provisions of Section 409A of the Code,
so as to prevent the inclusion in gross income of any amounts deferred
hereunder in a taxable year that is prior to the taxable year or years in which
such amounts would otherwise actually be paid or made available to Participants
or Beneficiaries. This Plan shall be construed, administered, and governed in a
manner that effects such intent, and the Committee shall not take any action
that would be inconsistent with such intent. 
Although the Committee shall use its best efforts to avoid the
imposition of taxation, interest and penalties under Section 409A of the Code,
the tax treatment of deferrals under this Plan is not warranted or
guaranteed.  Neither the Company, the
other members of the Affiliated Group, their respective directors, officers,
employees and advisors, the Board, nor the Committee (nor its designee) shall
be held liable for any taxes, interest, penalties or other monetary amounts
owed by any Participant, beneficiary or other taxpayer as a result of the
Plan.  Any reference in this Plan to
Section 409A of the Code will also include any proposed, temporary or final
regulations, or any other guidance, promulgated with respect to such Section
409A of the Code 


 


17

















 


by the U.S.
Department of Treasury or the Internal Revenue Service.  For purposes of the Plan, the phrase “permitted
by Section 409A of the Code,” or words or phrases of similar import, shall mean
that the event or circumstance shall only be permitted to the extent it would
not cause an amount deferred or payable under the Plan to be includible in the
gross income of a Participant or beneficiary under Section 409A(a)(1) of the
Code.


11.7         Electronic
or Other Media.  Notwithstanding any
other provision of the Plan to the contrary, including any provision that
requires the use of a written instrument, the Committee may establish
procedures for the use of electronic or other media in communications and
transactions between the Plan or the Committee and Participants and
beneficiaries.  Electronic or other media
may include, but are not limited to, e-mail, the Internet, intranet systems and
automated telephonic response systems.


 


This
amendment and restatement of the Plan has been executed on behalf of the
Company this 31st day of October, 2007.


 


	
   

  	
  DUKE ENERGY
  CORPORATION  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen R. Feld

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President, Corporate
  Human Resources

  



 


 


18

















 


Appendix A


 


Prior Plans


 


A-1         Cinergy Corp. Directors’ Deferred
Compensation Plan.  As of
January 1, 2008, each Participant’s Account was credited with the amount,
if any, then credited to the Participant’s account under the Cinergy Corp.
Directors’ Deferred Compensation Plan.


A-2         Deferred Stock Awards for Legacy
Cinergy Directors.  As of
January 1, 2008, each Participant’s Account was credited with the LTIP
Awards, if any, previously deferred through freestanding deferral agreements
(and not yet distributed) by each Participant who previously was on the Board
of Directors of Cinergy Corp.  Such
amounts shall be credited to the Duke Energy Common Stock - Stock Deferrals
Subaccount.


 


19