Secon Amendment to Employment Agreement



 Exhibit 10.5 
 SECOND AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
 This Second Amendment, dated as of April 4, 2006, by and among Paul M. Anderson (the “Employee”), Duke Energy Holding Corp., a Delaware
corporation subsequently renamed Duke Energy Corporation (“New Duke”), and Duke Energy Corporation, a North Carolina corporation (“Old Duke”). 
 WHEREAS, the Employee and Old Duke entered into an Employment Agreement as of November 1, 2003, as amended March 9, 2004 (the “Employment Agreement”), pursuant to which the Employee currently
serves as the Chairman and Chief Executive Officer of Old Duke; 
 WHEREAS, the Employee and Old Duke entered into a Nonqualified Stock
Option Agreement (“Option Agreement”), Phantom Stock Agreement (“Phantom Stock Agreement”), and Performance Award Agreement (the “Performance Award Agreement”), all dated as of November 17, 2003, to memorialize the
grant of stock options, phantom stock and performance shares described, respectively, in Sections 5(a), (b) and (c) of the Employment Agreement; 
 WHEREAS, Old Duke and New Duke entered into an Agreement and Plan of Merger by and among the Old Duke, New Duke, Cinergy Corp. (“Cinergy”), Deer Acquisition Corp. and Cougar Acquisition Corp. dated
May 8, 2005 (as it may have been and may be amended, the “Merger Agreement”); and 
 WHEREAS, pursuant to the Merger
Agreement, effective as of the closing of the mergers contemplated by the Merger Agreement (the “Closing”), the Employee is to serve as the Chairman of the Board (but not Chief Executive Officer) of New Duke and the Employee is no longer
to serve as a director or employee of Old Duke. 
 NOW, THEREFORE, in light of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, New Duke, Old Duke and the Employee hereby agree as follows: 
 1.
Effective as of the Closing, New Duke shall assume all of the rights and obligations of Old Duke under the Employment Agreement, and all references in the Employment Agreement to “Duke Energy” and “Duke Energy Corporation” shall
be deemed to be references to New Duke rather than Old Duke. 
 2. Effective as of the Closing, Employee shall be employed by
New Duke and serve as Chairman of New Duke’s Board of Directors (but not as New Duke’s Chief Executive Officer), and all references in the Employment Agreement to Employee’s employment as Chairman and 







 Chief Executive Officer of Old Duke shall be deemed to be references to Employee’s employment as
Chairman of New Duke. In his capacity as Chairman, the Employee shall have the rights, duties and responsibilities prescribed in Section 4.03 of the by-laws of New Duke (as they may be amended from time to time). In addition, the Employee shall
have management responsibilities for analyzing potential strategic alternatives regarding the separation of New Duke’s gas and electric business and, if approved by the Board of Directors of New Duke, the implementation thereof, and in such
capacity the President or other chief officer of the gas business shall report directly to the Employee (as well as to the President and Chief Executive Officer of New Duke). 
 3. For 2006, the Employee shall be entitled to a performance share award covering 70,000 shares of the common stock, no par value per
share, of New Duke (the “New Performance Shares”) rather than 120,000 shares of such common stock (as otherwise would be provided pursuant to Section 5(c) of the Employment Agreement). During the first quarter of 2006, the performance
goals with respect to the New Performance Shares shall be based 80% on New Duke’s ongoing diluted earnings per share (“EPS Goal”) and 20% on strategic objectives (“Strategic Objectives”); during the remainder of 2006, the
performance goals shall only include strategic objectives. The EPS Goal shall continue to be those previously established by the Compensation Committee of the Board of Directors of Old Duke with respect to the 2006 performance share award previously
made under Section 5(c) of the Employment Agreement. With respect to 30,000 of the New Performance Shares, the Strategic Objectives shall continue to be those previously established by the Compensation Committee of the Board of Directors of Old
Duke with respect to such 2006 performance share award; with respect to the remaining 40,000 of the New Performance Shares, the Strategic Objectives shall be established by the Compensation Committee of the Board of Directors of New Duke taking into
account the nature of the Employee’s duties after the Closing. 
 4. Effective as of the Closing, for purposes of
determining under the Option Agreement, Phantom Stock Agreement and Performance Award Agreement whether a “Change in Control” has occurred within the meaning of such agreements and Old Duke’s 1998 Long-Term Incentive Plan, reference
shall be made to whether there has occurred a Change in Control of New Duke under the definition of Change in Control under Old Duke’s 1998 Long-Term Incentive Plan as in effect immediately before the Closing (by substituting New Duke for Old
Duke as used in such definition). 
 5. Effective as of June 1, 2006, in addition to any other payments required of the
Employee pursuant to the existing provisions of 







 Section 7 of the Employment Agreement (relating to the payment of taxes attributable to personal
travel on Duke Energy aircraft), the Employee shall also be required to reimburse New Duke for the cost of any personal travel on New Duke Aircraft in accordance with New Duke’s standard rates and reimbursement policies as in effect from time
to time. 
 6. Except as amended by this Second Amendment, the Employment Agreement, Option Agreement, Phantom Stock Agreement
and Performance Award Agreement shall continue in full force and effect in accordance with their respective terms. 
 7. This
Second Amendment constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, writings and agreements among them. 
 IN WITNESS THEREOF, the Employee and the duly authorized representatives of Old Duke and New Duke have executed this Second Amendment as of the date
first written above. 
  

	
	DUKE ENERGY CORPORATION
	(A NORTH CAROLINA CORPORATION)
	
	 

	By: [NAME]
	Title: [xxx]
	
	DUKE ENERGY CORPORATION
	(A DELAWARE CORPORATION)
	  

	By: [NAME]
	Title: [xxx]
	
	PAUL M. ANDERSON