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                                                                    EXHIBIT 10.9

                             DUKE ENERGY CORPORATION
                      RETIREMENT BENEFIT EQUALIZATION PLAN

                           (effective January 1, 1999)


1. Purpose. Duke Energy Corporation ("Company") hereby establishes, effective
January 1, 1999, the Duke Energy Corporation Retirement Benefit Equalization
Plan ("Plan"). The purpose of the Plan is to provide with respect to eligible
employees, benefits in excess of those provided under the Duke Energy Retirement
Cash Balance Plan, including plans merged therein, ("RCBP"). The Plan shall be
an "excess benefit plan", within the meaning of Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), that is unfunded.
The Plan supercedes the Duke Energy Corporation Executive Cash Balance Plan,
including plans superceded thereby, for participants who only participated in
the excess benefit plan part thereof, and the PanEnergy Corp Retirement Benefit
Equalization Plan for any eligible employee.


2. Administration. The Company's Director of Employee Benefits is designated the
Plan Administrator of the Plan. The Plan Administrator shall have full
discretionary power and authority to administer and interpret the Plan, subject
to the provisions of the Plan and as to such matters as are reserved to the
Company, the Management Committee of its Board of Directors, and its Vice
President -- Human Resources. The Plan Administrator may adopt such procedures
as he deems necessary or helpful in administering the Plan and may designate one
or more employees of the Company to maintain the records of the Plan and to
perform such other duties as are assigned by the Plan Administrator.
Notwithstanding the foregoing, the Plan Administrator shall not act upon any
matter which relates solely to his individual participation in the Plan, but
shall refer such matter to the Vice President -- Human Resources of the Company.


3. Eligibility. Any participant in the RCBP whose benefit under the RCBP has not
commenced prior to January 1, 1999, shall be eligible to participate in the
Plan. Notwithstanding the foregoing, no individual whose benefit commences
under, or who, on or after January 1, 1999, is eligible to participate in, the
Duke Energy Corporation


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Executive Cash Balance Plan, including plans superceded thereby, or whose
benefit commences under the PanEnergy Corp Retirement Benefit Equalization Plan
shall be eligible to participate in the Plan.


4. Participating Affiliates. Each of the Company's affiliated companies that
participates in the RCBP on behalf of its eligible employees shall be a
participating affiliated company in the Plan and shall be liable to the Company
for Plan benefits attributable to the participating affiliated company's own
employees and the Plan Administrator's determination as to the amount of any
such liability shall be conclusive.


5. Company's Obligation. Any Plan benefit shall be a general, unsecured
obligation of the Company payable solely from the general assets of the Company,
and neither a Plan participant nor his beneficiary(ies) or estate shall have any
interest in any assets of the Company by virtue of the Plan. Nothing in this
Section 5 shall be construed to prevent the Company from implementing or setting
aside funds in a grantor trust subject to the claims of the Company's creditors.
This Section 5 shall not require the Company to set aside any funds, but the
Company may set aside such funds if it chooses to do so. The establishment of
the Plan and any setting aside of funds by the Company with which to discharge
its obligations under the Plan shall not be deemed to create a trust. Legal and
equitable title to any funds so set aside, other than any grantor trust subject
to the claims of the Company's creditors, shall remain in the Company and any
funds so set aside shall remain subject to the general creditors of the Company,
present and future, and no payment shall be made under this Plan unless the
Company is then solvent.


6. Benefit and Form of Payment. The Plan benefit payable with respect to a Plan
participant shall be the excess, if any, of:


          (a) the RCBP benefit which would have become payable with respect to
     the Plan participant, if the benefit accrual provisions of the RCBP were
     administered without regard to its provisions that implement the maximum

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     amount of retirement income limitations imposed by Section 415 of the
     Internal Revenue Code of 1986, as amended ("Code"); over

          (b) the RCBP benefit which, in fact, becomes payable, with respect to
     the Plan participant.


Notwithstanding the foregoing, no Plan benefit shall be payable with respect to
a Plan participant prior to the termination of the participant's employment with
the Company and all its affiliated companies and any Plan benefit that becomes
payable shall be subject to the same terms and conditions as the corresponding
RCBP benefit, including, but not limited to, where the RCBP benefit becomes
payable on account of the Plan participant's death, the identification of the
eligible surviving spouse or other beneficiary to whom the Plan benefit is to
be paid.


     The Plan benefit shall be calculated at such time as the RCBP benefit
commences to be paid. In accordance with such procedures as the Plan
Administrator shall prescribe, the Plan benefit shall be calculated as a lump
sum amount and, thereafter, the amount of any unpaid Plan benefit shall be
credited with interest, at such rate, and in a manner substantially similar to,
that used to determine Interest Credits under the RCBP, for each full calendar
month unpaid. The Plan benefit shall be paid in five (5) annual installments,
with the initial installment to be paid as soon as administratively feasible
following the end of the calendar year during which the RCBP benefit commences
to be paid and any subsequent installment to be paid as soon as administratively
feasible following the end of the calendar year during which the
immediately-prior installment was paid. The amount of an installment shall be
equal to the then unpaid Plan benefit divided by the number of then remaining
installments (including the installment then being calculated). Notwithstanding
the foregoing, the amount of any installment shall not be less than the lesser
of (i) $25,000.00, or (ii) the full then unpaid Plan benefit, and the number of
installments is subject to curtailment by application of such minimum. In the
event that any installment becomes payable to the estate of a deceased
individual, the full then unpaid Plan benefit shall be paid to such estate in a
lump sum.


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     In the event that a Plan benefit is payable with respect to a Plan
participant and if at such time the Plan participant has outstanding any debt,
obligation or other liability representing an amount owing to the Company or any
of its affiliated companies, then the Company may offset such amount owed by the
Plan participant against the Plan benefit to be paid.


     To the extent required by applicable law, the Company shall make
appropriate withholdings from the Plan benefit payments.


7. Amendment and Termination. The Company by written instrument, authorized by
action of the Management Committee of its Board of Directors, may amend or
terminate the Plan in any manner and at any time, provided, that no such change
shall apply to any Plan benefit accrued, whether or not payable, on account of
the corresponding RCBP benefit having accrued, prior to the date written notice
of the change has been provided to the respective Plan participant and that no
such change shall adversely affect such Plan benefit becoming payable and being
paid.


8. Nonassignability. Neither a Plan participant nor any other person shall have
any right to commute, sell, assign, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable under the Plan, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No Plan benefit payable shall, prior to actual Plan benefit payment, be subject
to seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Plan participant or any other person, nor be
transferable by operation of law in the event of the Plan participant's or any
other person's bankruptcy or insolvency.


9. Employment Not Guaranteed. Nothing contained in this Plan nor any action
taken hereunder shall be construed as a contract of employment or as giving any
employee any right to be retained in the employ of the Company or any of its
affiliated companies.


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10. Procedures for Claims for Benefits and for Review of Denied Claim. Any claim
for Plan benefits must be in writing and directed to the Plan Administrator and
must be made no later than ninety (90) days after the Plan benefit is claimed to
have become payable on account of a Plan eligible employee's termination of
employment. If a claimant has made a claim for Plan benefits and any portion of
the claim is denied, the claimant will receive a written notice from the Plan
Administrator. The notice will state the specific reasons for the denial and
specific reference to pertinent Plan provisions upon which the denial was based.
Also, it will give a description of any additional information or material
necessary to complete your claim and an explanation of why such information or
material is necessary. Finally, the notice will provide appropriate information
on the steps to take if the claimant wishes to submit the claim for review.


     A claim will be deemed denied if the claimant does not receive notification
within 90 days after the Plan Administrator's receipt of the claim, plus any
extension of time for processing the claim, not to exceed 90 additional days, as
special circumstances require. Prior to the expiration of the initial 90 days,
the claimant must be given a written notice that an extension is necessary, and
the claimant must be informed of the special circumstances requiring the
extension and date by which the claimant can expect a decision regarding the
claim.


     Within 60 days after the date of written notice denying any benefits or the
date the claim is deemed denied, the claimant or the claimant's authorized
representative may write to the Plan Administrator requesting a review of that
decision. The request for review must contain an explanation of why the claimant
believes the decision regarding the claim is incorrect, and must include such
issues, comments, documents and other evidence the claimant wishes considered in
the review. The claimant may also review pertinent documents in the Plan
Administrator's possession. The Plan Administrator will make a final
determination with respect to the request for review as soon as practicable. The
Plan Administrator will advise the claimant of the determination in writing and
will


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set forth the specific reasons for the determination and the specific references
to any pertinent Plan provision upon which the determination is based.

     A request will be deemed denied on review if the Plan Administrator fails
to give the claimant a written notice of final determination within 60 days
after receipt of the request for review, plus any extension of time for
completing the review, not to exceed 60 additional days, as special
circumstances require. Prior to the expiration of the initial 60 days, the Plan
Administrator must advise the claimant in writing if any extension is necessary,
stating the special circumstances requiring the extension and the date by which
the claimant can expect a decision regarding the review of the claim.

11. Successors, Mergers or Consolidation. The Plan shall inure to the benefit of
and be binding upon: (i) the Company, and its successors and assigns, including
without limitation, any person, organization or corporation which may acquire
all or substantially all of the assets and business of the Company, or any
corporation into which the Company may be merged or consolidated; and (ii) Plan
participants and their heirs, executors, administrators and legal
representatives.


12. Construction. The Plan shall be governed by, and interpreted and enforced in
accordance with, the laws of the State of North Carolina.


     IN WITNESS WHEREOF, Duke Energy Corporation has caused its duly authorized
officer to execute this document on its behalf, this 22nd day of December 1999.


                              DUKE ENERGY CORPORATION


                              By:  /s/ CHRISTOPHER C. ROLFE
                                   -----------------------------------------
                              Its: Vice President
                                   -----------------------------------------
                                   Corporate Human Resources


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