Agreement between Duke Energy and Jimmy W. Mogg



 Exhibit 10-23 
  
 PANHANDLE EASTERN CORPORATION 
  
 America’s Natural Gas Transportation Company 
  
 Dan R. Hennig 
 Vice President 
 Human Resources & Administration 
  
 May 25, 1995 
  
 Mr. Jim Mogg 
  
 Dear Jim: 
  
 As you have accepted a transfer to Associated Natural Gas Corporation (“ANGC”), you know that your new position will require you
to relocate to Denver, Colorado. You also know that you will cease to participate in benefit plans offered to employees of Panhandle Eastern Corporation (“PEC”) and will participate in benefit plans offered to employees of ANGC. You also
understand that, as when you were employed by PEC, you will be an “at-will” employee with ANGC; that is, your employment with ANGC is terminable by either you or ANGC at any time for any reason or no reason at all. 
  
 The purpose of this memorandum is to memorialize an
understanding between you, ANGC and PEC as to what will happen should you desire to terminate your employment with ANGC by your retirement. In such event, you will give ANGC and PEC at least ninety (90) days’ notice of your desire to terminate
your employment by retirement. Upon receipt of such notice, you will be transferred to a position of equal base salary at PEC or one of its non-ANGC subsidiaries, selected by PEC management, and you shall be an employee of such entity from the date
of your transfer to the date of your retirement. It is important to PEC that you provide this management transition period in connection with the functional development of its non-jurisdictional operations. Upon such transfer, you will be eligible
to participate in employee benefit plans generally available to employees of the employing company. 
  
 In addition, if, upon your subsequent retirement, it is determined that your retirement benefit under PEC’s defined benefit
retirement plans is less than it would have been had you not accepted the transfer to ANGC, PEC will pay you the difference out of its general assets. 
  
 P.O Box 1642 Houston, Texas 77251-1642 5400 Westheimer Court 77056-5310 713-627-5850 
  









 J. W. Mogg 
 May 25, 1995 
 Page 2 
  
 This understanding is binding upon the successors and assigns of PEC. However, it is not binding upon such
successors or assigns in the event of a sale or transfer of ANGC prior to the date of your retirement should you elect to remain with ANGC in the event of such sale or transfer rather than retire or transfer to another PEC subsidiary. 
  
 This memorandum does not create any additional obligations
for either you or PEC and ANGC other than those specifically provided herein. 
  
 Please acknowledge your receipt and acceptance of the terms of this memorandum by signing and dating it in the space designated below. 
  
 Sincerely, 
  

	
	
	/s/    DAN R. HENNIG        
	Dan R. Hennig Vice President,
	Human Resources and Administration

  
 ACCEPTED AND AGREED
TO THIS 25th DAY OF May, 1995.          
  

	
	
	/s/    J. W. MOGG        
	 

  









  

					
	Duke	 	 	 	    Duke Energy Corporation
	Energy.	 	 	 	    5400 Westheimer Court
	 	 	 	 	    P.O. Box 1642
	 	 	 	 	     Houston, TX 77251-1642

  
 August
4, 2001 
  
 Mr. Jimmy W. Mogg 
  
 Dear Jim: 
  
 You currently are employed by Duke Energy Field Services, LLC (“FS”), an entity in which Duke Energy Corporation
(“DEC”), directly or indirectly, holds an ownership interest of approximately 70%, but which is not considered herein to be an affiliated company of DEC. The purpose of this letter is to memorialize an understanding between you and DEC as
to what will happen should you decide to terminate your employment with FS in order to retire. In such event, you agree to provide DEC at least thirty (30) day’s notice in advance of the effective date of termination of your FS employment,
which notice shall be directed in writing to DEC’s Group President, Energy Transmission, or successor DEC position. You further agree, that coincident with the termination of your FS employment, to accept employment with DEC, or one of its
affiliated companies, for a period of at least sixty (60) days, with a base salary rate which is not less than the rate in effect at FS at the time you provided DEC with notice of your decision to terminate FS employment, and with eligibility to
participate in the Duke Energy Corporation Executive Cash Balance Plan (“ECBP”), if such plan is then active, and in such other employee benefit plans as are generally available to employees of the employing company, and DEC agrees to
cause the offer of such employment to be made. During the period of such employment, you shall provide such management transition services and other assistance in connection with the development of non jurisdictional operations, as DEC may require.

  
 Upon the subsequent termination of such employment, unless DEC determines, in
its sole discretion, that your performance during such employment has not been satisfactory, you shall become entitled to the following special benefits. First, if the ECBP is then active, your account therein shall receive a fully vested,
supplemental credit in an amount equal to the “make-up amount”, which credit, together with any other vested portion of such account, shall be payable in accordance with the terms of the ECBP. If the ECBP is not then active, then, in lieu
of a supplemental credit to your account therein, you shall receive payment, in an amount equal to the make-up amount, subject to withholding for taxes and other lawful purposes, out of DEC’s general assets. For purposes of the proceeding
sentence, the make-up amount shall be equal to the amount, if any, by which A exceeds B, where: 
  
 “A” is the amount DEC determines to be the present value of the aggregate benefits to which you would have been entitled under the Duke Energy
Retirement Cash Balance Plan (“RCBP”) and the ECBP upon the subsequent termination of your employment with DEC and its affiliated companies, if your employment since June 29, 1995, had been with Texas Eastern Transmission Corporation
(“TETCO”); and 
  










					
	Mr. Jimmy W. Mogg	 	-2-	 	August 4, 2001

  
 “B” is the
amount DEC determines to be the present value of the aggregate benefits to which you are entitled under the RCBP and the ECBP, and under any similar program(s) provided by FS (including, but not limited to, any portion of any FS individual account,
employee or executive, savings or retirement program that is not attributable to either employee contributions/employee deferral credits or company matching contributions/company matching credits, or both), upon the subsequent termination of your
employment with DEC and its affiliated companies, but adjusted to negate the effect of any prior distribution(s). 
  
 Second, while you remain eligible for retiree coverage under any DEC-sponsored group health plan, you shall be entitled to periodic reimbursement from DEC for the amount
by which DEC determines that the employer subsidy for such coverage to which you are actually entitled, is less than the employer subsidy for such coverage to which you would have been entitled if your employment since June 29, 1995, had been with
TETCO. DEC shall increase such reimbursement by the IRS Supplemental Tax Rate and other applicable state or local rates in effect at the time of such reimbursement. 
  
 This letter does not create any additional obligations, other than those specifically provided herein, for either you or
DEC, and its affiliated companies, and the agreement contained herein may only be amended by written instrument executed by both you and DEC. 
  
 Please acknowledge your agreement to the terms of this letter by signing and dating both originals in the space designated below and return one fully
executed original to the undersigned. The other fully executed original is for your records. 
  

			
	DUKE ENERGY CORPORATION
		
	By:	 	/s/    Fred J. Fowler        
	 	 	 
		
	 Its:
	 	Group President, Energy Transmission


  
 Acknowledgment of AGREEMENT hereto, this 
                      day of             , 2001. 
  

	
	
	/s/    Jimmy W. Mogg        
	 

  

 4 









					
	Duke	 	 	 	PAUL M. ANDERSON
	Energy	 	 	 	Chairman and Chief
	 	 	 	 	Executive Officer
			
	 	 	 	 	Duke Energy Corporation
	 	 	 	 	526 South Church Street
	 	 	 	 	EC3X8
	 	 	 	 	Charlotte, NC 28202-1802
	 	 	 	 	704 382 3525
	 	 	 	 	704 382 5600 fax

  
 March 29, 2004 
  
 Mr. Jimmy W. Mogg 
  
 Dear Jim: 
  
 I am writing to you regarding the Letter Agreement, dated August 4, 2001, between you and Duke Energy Corporation (the “Letter Agreement”). Briefly, under the
Letter Agreement, if you satisfy certain advance notice requirements in connection with your decision to terminate your employment with Duke Energy Field Services, LLC (“FS”) in order to retire, and you accept subsequent employment with
Duke Energy Corporation (“DEC”), including its affiliates, that continues for at least a specified minimum period, then, upon termination of that subsequent employment, unless DEC determines, in its sole discretion, that your performance
during such subsequent employment has not been satisfactory, you become entitled to certain special, retirement-type benefits. 
  
 On January 1, 2004, your FS employment terminated and you became employed by DEC, including its affiliates, which employment continues through this day. You previously
provided notice of a March 1, 2004, retirement date, but your continuing employment beyond that date, effectively, superceded that notice. 
  
 In order to continue implementation of the Letter Agreement in light of these developments, at such time as you should decide to terminate your employment with DEC,
including its affiliates, in order to retire, you should provide DEC at least thirty (30) days’ notice in advance of the effective date of termination of such employment, which notice is to be directed in writing to Duke Energy
Corporation’s Chairman and Chief Executive Officer. 
  

	
	Very truly yours,
	
	/s/    PAUL M. ANDERSON        
	Paul M. Anderson

  

	cc:	Fred J. Fowler 


	 	Christopher C. Rolfe