**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 youto 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 alsounderstand 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 anunderstanding 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 terminateyour 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 dateof 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 eligibleto 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 benefitretirement 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 suchsuccessors 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 obligationsfor 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 AGREEDTO 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
 

August4, 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 asto 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 itsaffiliated 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 toparticipate 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 tocause 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, inits 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 lieuof 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 proceedingsentence, 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 EnergyRetirement 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 theamount 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 youremployment 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 amountby 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 withTETCO. 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 orDEC, 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 fullyexecuted original to the undersigned. The other fully executed original is for your records. 

 
DUKE ENERGY CORPORATIONBy: /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 theLetter 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 withDuke 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 performanceduring 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 previouslyprovided 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 EnergyCorporation’s Chairman and Chief Executive Officer. 

 
Very truly yours,/s/    PAUL M. ANDERSON        **Paul M. Anderson**
 
cc:Fred J. Fowler  Christopher C. Rolfe