Exhibit 10.2


PERFORMANCE
AWARD AGREEMENT


This Performance Award
Agreement (the “Agreement”) has been made as of March 2, 2007 (the “Date
of Grant”) between Duke Energy Corporation,
a Delaware corporation, with its principal offices in Charlotte, North Carolina
(the “Corporation”), and                    (the “Grantee”).


RECITALS


Under the Duke Energy Corporation 2006 Long-Term
Incentive Plan, as it may, from time to time, be further amended (the “Plan”),
the Compensation Committee of the Board of Directors of the Corporation (the “Committee”),
or its delegatee, has determined the form of this Agreement and selected the
Grantee, as an Employee, to receive the award evidenced by this Agreement (the “Award”)
and the Performance Shares and tandem Dividend Equivalents that are subject
hereto.  The applicable provisions of the
Plan are incorporated in this Agreement by reference, including the definitions
of terms contained in the Plan (unless such terms are otherwise defined
herein).


AWARD


In accordance with the Plan, the Corporation has made this Award,
effective as of the Date of Grant and upon the following terms and conditions:


Section 1.              Number and Nature of Performance Shares and Tandem
Dividend Equivalents.  The number (at maximum
performance) of Performance Shares and the number (at maximum performance) of
tandem Dividend Equivalents subject to this Award are each                     (            ).  The number of such Performance Shares that
may become vested upon determination of achievement of each Performance Goal at
target, as provided in Section 2(a), is                   
(     ).  Each
Performance Share, upon becoming vested before its expiration, represents a
right to receive payment in the form of one (1) share of Common Stock.  Each tandem Dividend Equivalent, after its
tandem Performance Share vests, represents a right to receive a cash payment
equivalent in amount to the aggregate cash dividends declared and paid on one
(1) share of Common Stock for the period beginning on the Date of Grant and ending
on the date the vested, tandem Performance Share is paid or deferred.  Performance Shares and Dividend Equivalents
are used solely as units of measurement, and are not shares of Common Stock and
the Grantee is not, and has no rights as, a shareholder of the Corporation by
virtue of this Award.











Section 2.              Vesting of Performance Shares.


(a)  Performance Goals


(i)            The following Performance Goal shall
apply with respect to one-half of the Performance Shares and Dividend
Equivalents covered by this Agreement. 
Provided Grantee’s continuous employment by the Corporation, including
Subsidiaries, has not terminated, or as otherwise provided in Sections 2(b) or
2(c), one-half of the Performance Shares subject to this Award shall become
vested upon the written determination by the Committee, or its delegatee, in
its sole discretion, of the extent to which the Corporation achieves the “TSR
Performance Goal,” which is the Corporation’s Total Shareholder Return (“TSR”)
percentile ranking among the companies that are in the Philadelphia Utility
Index as of the end of the Performance Period, with higher percentile ranking
for more positive/less negative TSR, for the period beginning January 1, 2007
and ending December 31, 2009 (“Performance Period”), at, or above, the 30th percentile, in accordance with
the applicable vesting percentage specified for such percentile ranking in the
following schedule:




	
  Percentile

  Ranking

  	
   

  	
  Vesting

  Percentage

  (Applicable to

  Target # of

  Shares)

  	
   

  	
  Vesting

  Percentage

  (Applicable to

  Maximum # of

  Shares)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lower
  than 30th

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  30th

  	
   

  	
  50

  	
  %

  	
  33.33

  	
  %

  
	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  50th

  	
   

  	
  100

  	
  %

  	
  66.66

  	
  %

  
	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  70th or higher

  	
   

  	
  150

  	
  %

  	
  100

  	
  %

  










*When
such determination is of a percentile ranking between those specified, the Committee,
or its delegatee, in its sole discretion, shall interpolate to determine the
applicable vesting percentage.


and such Performance Shares
that do not so become vested shall be forfeited.  For purposes of this Agreement, TSR means the
change in fair market value over a specified period of time, expressed as a
percentage, of an initial investment in specified common stock, with dividends
reinvested, all as determined utilizing such methodology as the Committee, or
its delegatee, shall approve, provided, however, that the Committee, or its
delegatee, shall have the discretion to make appropriate and equitable
adjustments to the TSR of any company (including the 











Corporation) whose shares
trade ex-dividend as of December 31, 2009, provided, however, that no such
adjustment shall be permitted if it would result in the loss of the otherwise
available exemption of the Award under Section 162(m) of the Code.  In the event that a company becomes a member
of the Philadelphia Utility Index following January 1, 2007, such company shall
not be taken into account for purposes of this Agreement.


(ii)           The following Performance Goal shall
apply with respect to one-half of the Performance Shares and Dividend
Equivalents covered by this Agreement. 
Provided Grantee’s continuous employment by the Corporation, including
Subsidiaries, has not terminated, or as otherwise provided in Sections 2(b) or
2(c), one-half of the Performance Shares subject to this Award shall become
vested upon the written determination by the Committee, or its delegatee, in
its sole discretion, of the extent to which the Corporation achieves the “CAGR
Performance Goal,” which is based on the Corporation’s compounded annual growth
rate (“CAGR”) with respect to its ongoing earnings per share (“EPS”), as calculated
in accordance with Exhibit A, for the Performance Period at, or above,
4%, in accordance with the applicable vesting percentage specified for CAGR in
the following schedule:




	
  CAGR

  	
   

  	
  Vesting

  Percentage

  (Applicable to

  Target # of Shares)

  	
   

  	
  Vesting

  Percentage

  (Applicable to

  Maximum # of

  Shares)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lower
  than 4%

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  4%

  	
   

  	
  50

  	
  %

  	
  33.33

  	
  %

  
	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  5%

  	
   

  	
  100

  	
  %

  	
  66.66

  	
  %

  
	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  6% or higher

  	
   

  	
  150

  	
  %

  	
  100

  	
  %

  










*When
such determination is at a level between those specified, the Committee, or its
delegatee, in its sole discretion, shall interpolate to determine the
applicable vesting percentage.


and such Performance Shares
that do not so become vested shall be forfeited.


(b) In the event that, prior to the date that the determination of the
achievement of each Performance Goal is made, the Grantee’s continuous
employment by the Corporation, including Subsidiaries, terminates, the
Performance Shares subject to this Award are thereupon forfeited, except that
if such employment terminates 











(i) at a time when Grantee has attained age 55 and has at least five
years of vesting service under the Duke Energy Retirement Cash Balance Plan or
Cinergy Corp. Non-Union Employees’ Pension Plan, or under another retirement
plan of the Corporation or a Subsidiary which plan the Committee, or its
delegatee, in its sole discretion, determines to be the functional equivalent
of the Duke Energy Retirement Cash Balance Plan or the Cinergy Corp. Non-Union
Employees’ Pension Plan, unless the Committee, or its delegatee, in its sole
discretion, determines that Grantee is in violation of any obligation
identified in Section 3, (ii) as the result of the Grantee’s death, (iii) as
the result of the Grantee’s permanent and total disability within the meaning
of Code Section 22(e)(3), (iv) as the result of the termination of such
employment by the Corporation, or employing Subsidiary, other than for cause,
as determined by the Corporation or employing Subsidiary, in its sole
discretion, or (v) as the direct and sole result, as determined by the
Corporation, or employing Subsidiary, in its sole discretion, of the
divestiture of assets, a business, or a company, by the Corporation or a
Subsidiary, the Performance Shares subject to this Award shall vest upon such
determination of the achievement of each Performance Goal, at such vesting
percentage determined by the Committee, or its delegatee, in its sole
discretion, by prorating on the basis of the portion of the Performance Period
that such employment continued while Grantee was entitled to payment of salary
(unless such termination occurs after the end of the Performance Period, in
which event the number of Performance Shares earned, if any, shall not be
prorated).


In the event that Grantee is on an employer-approved, personal leave of
absence on the date that the determination of the achievement of each
Performance Goal is made, then, unless prohibited by law, vesting shall be
postponed and shall not occur unless and until Grantee returns to active service
in accordance with the terms of the approved personal leave of absence and
before the second anniversary of the commencement of such leave of absence;
unless the Committee or delegatee determines otherwise, in the event Grantee
does not return to active service from such leave of absence prior to the
second anniversary of the commencement of such leave of absence, any
Performance Shares covered by this Award that were not vested as of the
commencement of such leave shall be immediately forfeited (as if Grantee
terminated employment for purposes of Section 4 hereof). .  Further, in the event that such determination
is made and during any portion of the Performance Period the Grantee was on
employer-approved, personal leave of absence, the applicable vesting percentage
shall be determined by the Committee, or its delegatee, in its sole discretion,
to reflect only that portion of the Performance Period during which such
employment continued while the Grantee was entitled to payment of salary.


(c) In the event that a Change in Control occurs before the Performance
Period has ended and (i) before the Grantee’s continuous employment by the
Corporation, including Subsidiaries, terminates, or (ii) after such employment
terminates during the Performance Period, (A) at a time when Grantee is 











considered “retired”, unless the Corporation, in its sole discretion,
determines that Grantee is in violation of any obligation identified in Section
3, or (B) as the result of an event listed in items (ii) — (v) of the first
sentence of Section 2(b), the Performance Shares subject to this Award shall
vest upon such occurrence, at such vesting percentage determined by the
Committee, or its delegatee, in its sole discretion, by prorating down,
assuming performance at the target level for each Performance Goal, on the basis of the portion of the Performance Period that
has elapsed prior to the time of such occurrence (or such earlier termination
of employment), and the remaining Performance Shares shall be forfeited,
irrespective of any subsequent determination of the achievement of each
Performance Goal.


Section 3.              Violation of Grantee Obligation.  In consideration of the continued vesting
opportunity provided under Section 2 following the termination of Grantee’s
continuous employment by the Corporation, including Subsidiaries, if, at the
time of such termination of employment, Grantee is considered “retired”,
Grantee agrees that during the period beginning with such termination of
employment and ending with the third anniversary of the Date of Grant (“Restricted
Period”), Grantee shall not (i) without the prior written consent of the
Corporation, or its delegatee, become employed by, serve as a principal,
partner, or member of the board of directors of, or in any similar capacity
with, or otherwise provide service to, a competitor, to the detriment, of the
Corporation or any Subsidiary, or (ii) violate any of Grantee’s other
noncompetition obligations, or any of Grantee’s nonsolicitation or
nondisclosure obligations, to the Corporation or any Subsidiary.  The noncompetition obligations of clause (i)
of the preceding sentence shall be limited in scope and shall be effective only
to competition with the Corporation or any Subsidiary in the businesses
of:  production, transmission, distribution,
or retail or wholesale marketing or selling of electricity; resale or arranging
for the purchase or for the resale, brokering, marketing, or trading of
electricity or derivatives thereof; energy management and the provision of
energy solutions; development and management of fiber optic communications
systems; development and operation of power generation facilities, and sales
and marketing of electric power, domestically and abroad; and any other
business in which the Corporation, including Subsidiaries, is engaged at the
termination of Grantee’s continuous employment by the Corporation, including
Subsidiaries; and within the following geographical areas (i) any country in
the world where the Corporation, including Subsidiaries, has at least US$25
million in capital deployed as of termination of Grantee’s continuous
employment by Corporation, including Subsidiaries; (ii) the continent of North
America; (iii) the United States of America and Canada; (iv) the United States
of America; (v) the states of North Carolina, South Carolina, Virginia,
Georgia, Florida, Texas, California, Massachusetts, Illinois, Michigan, New
York, Colorado, Oklahoma and Louisiana; (vi) the states of North Carolina,
South Carolina, Texas, Colorado, Ohio, Kentucky, and Indiana; and (vii) any
state or states with respect to which was conducted a business of the
Corporation, including Subsidiaries, which business constituted a substantial
portion of 











Grantee’s employment.  The
Corporation and Grantee intend the above restrictions on competition in
geographical areas to be entirely severable and independent, and any invalidity
or enforceability of this provision with respect to any one or more of such
restrictions, including areas, shall not render this provision unenforceable as
applied to any one or more of the other restrictions, including areas.  If any part of this provision is held to be
unenforceable because of the duration, scope or area covered, the Corporation
and Grantee agree to modify such part, or that the court making such holding
shall have the power to modify such part, to reduce its duration, scope or
area, including deletion of specific words and phrases, i.e., “blue penciling”,
and in its modified, reduced or blue pencil form, such part shall become
enforceable and shall be enforced. 
Nothing in Section 3 shall be construed to prohibit Grantee being
retained during the Restricted Period in a capacity as an attorney licensed to
practice law, or to restrict Grantee providing advice and counsel in such
capacity, in any jurisdiction where such prohibition or restriction is contrary
to law.


Section 4.              Forfeiture/Expiration.  Any Performance Share subject to this Award shall be
forfeited upon the termination of the Grantee’s continuous employment by the
Corporation, including Subsidiaries, from the Date of Grant, except to the
extent otherwise provided in Section 2, and, if not previously vested and paid,
or deferred, or forfeited, shall expire immediately before the tenth (10th) anniversary of the Date of Grant. 
Any Dividend Equivalent subject to this Award shall expire at the time
its tandem Performance Share (i) is vested and paid, or deferred, (ii) is
forfeited, or (iii) expires.


Section 5.              Dividend
Equivalent Payment.  Payment
with respect to any Dividend Equivalent subject to this Award that is in tandem
with a Performance Share that is vested and paid shall be paid in cash to the
Grantee as soon as practicable following the vesting and payment of the
Performance Share, or, if the vested Performance Share is deferred by Grantee
as provided in Section 6, payment with respect to the tandem Dividend
Equivalent shall likewise be deferred. 
The Dividend Equivalent payment amount shall equal the aggregate cash
dividends declared and paid with respect to one (1) share of Common Stock for
the period beginning on the Date of Grant and ending on the date the vested,
tandem Performance Share is paid or deferred and before the Dividend Equivalent
expires.  However, should the timing of a
particular payment under Section 6 to the Grantee in shares of Common Stock in
conjunction with the timing of a particular cash dividend declared and paid on
Common Stock be such that the Grantee receives such shares without the right to
receive such dividend and the Grantee would not otherwise be entitled to
payment under the expiring Dividend Equivalent with respect to such dividend,
the Grantee, nevertheless, shall be entitled to such payment.  Dividend Equivalent payments shall be subject
to withholding for taxes.


Section 6.              Payment of Performance Shares.  Payment of Performance Shares subject to this Award shall
be made to the Grantee as soon as 











practicable following the time such Performance Shares become vested in
accordance with Section 2 prior to their expiration but in no event later than
30 days following such vesting event, except to the extent deferred by the
Grantee in accordance with such procedure as the Committee, or its designee,
may prescribe.  Payment shall be subject
to withholding for taxes. Payment shall be in the form of one (1) share of
Common Stock for each full vested Performance Share, and any fractional vested
Performance Share shall be rounded up to the next whole share for purposes of
both vesting under Section 2 and payment under Section 6.  In the event that payment, after any
reduction in the number of shares of Common Stock to satisfy withholding for
tax requirements, would be for less than ten (10) shares of Common Stock, then,
if so determined by the Committee, or its delegatee, in its sole discretion,
payment, instead of being made in shares of Common Stock, shall be made in a
cash amount equal in value to the shares of Common Stock that would otherwise
be paid, valued at Fair Market Value on the date the respective Performance
Shares became vested.


Section 7.              No
Employment Right.  Nothing in this Agreement or in the Plan
shall confer upon the Grantee the right to continued employment with the
Corporation or any Subsidiary, or affect the right of the Corporation or any
Subsidiary to terminate the employment or service of the Grantee at any time
for any reason.


Section 8.              Nonalienation.  The Performance Shares and
Dividend Equivalents subject to this Award are not assignable or transferable
by Grantee.  Upon any attempt to
transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such
Performance Share or Dividend Equivalent, or of any right or privilege
conferred hereby, or upon the levy of any attachment or similar process upon
such Performance Share or Dividend Equivalent, or upon such right or privilege,
such Performance Share or Dividend Equivalent, or such right or privilege,
shall immediately become null and void.


Section 9.              Determinations.  Determinations
by the Committee, or its delegatee, shall be final and conclusive with respect
to the interpretation of the Plan and this Agreement.


Section 10.            Governing Law.  This Agreement shall be
governed, construed and enforced in accordance with the laws of the State of
Delaware applicable to transactions that take place entirely within that state.


Section 11.            Conflicts
with Plan, Correction of Errors, and Grantee’s Consent.  In the event that any provision of this Agreement conflicts in any way
with a provision of the Plan, such Plan provision shall be controlling and the
applicable provision of this Agreement shall be without force and effect to the
extent necessary to cause such Plan provision to be controlling.  In the event that, due to administrative
error, this Agreement does not accurately reflect an 











Award properly granted to the Grantee pursuant to the Plan, the
Corporation, acting through its Executive Compensation and Benefits Department,
reserves the right to cancel any erroneous document and, if appropriate, to
replace the cancelled document with a corrected document.  It is the intention of the Corporation and
the Grantee that this Award not result in unfavorable tax consequences to
Grantee under Code Section 409A. 
Accordingly, Grantee consents to such amendment of this Agreement as the
Corporation may reasonably make in furtherance of such intention, and the
Corporation shall promptly provide, or make available to, Grantee a copy of any
such amendment.


Section 12.            Compliance with Law.  The Corporation shall make reasonable
efforts to comply with all applicable federal and state securities laws applicable
to the Plan and this Award; provided, however, notwithstanding any other
provision of this Award, the Corporation shall not be obligated to deliver any
shares of Common Stock pursuant to this Award if the delivery thereof would
result in a violation of any such law.


Notwithstanding the foregoing, this Award is subject
to cancellation by the Corporation in its sole discretion unless the Grantee,
by not later than                     , 2007, has
signed a duplicate of this Agreement, in the space provided below, and returned
the signed duplicate to the Executive Compensation and Benefits Department -
Performance Award (ST05F), Duke Energy Corporation, P. O. Box 1007,
Charlotte, NC 28201-1007, which, if, and to the extent, permitted by the
Executive Compensation and Benefits Department, may be accomplished by
electronic means.


IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed and granted in Charlotte, North Carolina, to be
effective as of the Date of Grant.


	
  ATTEST

  	
   

  	
  DUKE ENERGY CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Corporate Secretary

  	
   

  	
  Its:

  	
  Chief Executive Officer

  



 











Acceptance
of Performance Award


IN WITNESS OF Grantee’s acceptance of this
Performance Award and Grantee’s agreement to be bound by the provisions of this
Agreement and the Plan, Grantee has signed this Agreement this           
day of                                            , 2007.


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (print name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (social security number)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (address)

  



 











EXHIBIT A


CALCULATION OF CAGR


The
Committee shall calculate CAGR using the following methodology.


CAGR
= [2009 EPS / 2006 EPS (without regard to Spectra Energy Corp)] 1/3 - 1


CAGR
= (2009 EPS / $1.07)1/3 - 1


“EPS”
for this purpose shall be equal to Duke Energy’s diluted ongoing earnings per
share, as reported in Duke Energy’s earnings releases.  Transactions that will be excluded from
actual results in determining EPS include, but are not limited to, the
following: (i) gains and losses on asset sales, with the exception of gains and
losses associated with routine land sales (e.g. easements, rights of way) made
in the normal course of business; (ii) changes in accounting principles
mandated by FASB (that are not assumed in the financial plan); (iii)
enterprise-wide restructuring charges; (iv) asset impairments; (v)
mark-to-market impacts arising from economically hedging the output within the
Commercial Power segment; (vi) discontinued operations (if discontinued
operations arise during the year, the EBIT portion of the amount reported as
discontinued operations will be added back to 
business unit ongoing EBIT for purposes of calculating that business
unit’s ROCE); and (viii) significant, unanticipated non-recurring reserve
accruals and reversals (e.g. legal settlements).  Such transactions must be equal to or greater
than $10 million, either individually or in the aggregate for multiple
transactions similar in nature, in order to qualify for exclusion.  Excluding routine asset sales made in the
normal course of business, as identified above, financial plan ongoing earnings
does not include any gains or losses associated with asset sales.  Transactions that will qualify for
adjustments to the above EPS performance levels include, but are not limited
to, the following:  (i) impacts of
mark-to-market accounting arising from economically hedging the output within
the Commercial Power segment; (ii) financial plan operating earnings associated
with the sale of any assets outside those included in the financial plan, as
any such sales occur, prospectively from the date of sale; and (iii) the impact
of actual operating earnings associated with asset divestitures assumed in the
financial plan caused by any differences between assumed and actual divestiture
timing (no asset divestitures are assumed in the 2007 financial plan).  For the asset sale related items above, such
transactions must be equal to or greater than $10 million of EBIT, either
individually or in the aggregate for multiple transactions similar in nature,
in order to qualify for performance level adjustment.