exhibit 10.6.2


 


amendment
to the 


CINeRGY
Corp. excess pension plan


 


The
Cinergy Corp. Excess Pension Plan, as amended and restated effective as of
December 31, 2008, as subsequently amended (the "Plan"), is hereby
amended effective as of the close of business on February 2, 2010.


(1)            Explanation of Amendment


For purposes of clarity, the Plan is amended
such that the benefit under the Plan will be calculated without regard to the
early retirement provisions applicable to employees who terminate employment
under the redeployment status opportunity provisions of the Cinergy severance
opportunity plan.


(2)            Amendment 


Section 4.2(b)(ii) of the Plan is amended in
its entirety to read as follows:


"(ii)           "Unrestricted
Benefit" means, for purposes of this Section 4.2, the monthly equivalent
of the benefit to which the Participant would be entitled under the Cinergy
Pension Plan, if that benefit had been determined without regard to the
limitations imposed on qualified retirement plan benefits under Sections 415(b)
and (e) of the Code, and the limitation imposed on qualified retirement plan
compensation under Section 401(a)(17) the Code, except that, notwithstanding
the foregoing:


(A)            Nonelective Contributions. 
To the extent and only to the extent specified by the Committee, any
nonelective employer contributions (other than matching contributions) made on
behalf of a Participant under the Cinergy Corp. 401(k) Excess Plan during any
applicable period shall be taken into account when calculating such
Participant's Unrestricted Benefit.  The Committee from time to time, in its
sole discretion, may designate other amounts that shall be taken into account
when calculating a Participant's Unrestricted Benefit.


(B)            Accrued Vacation Pay.  A
Participant's benefit under the Plan shall be calculated by (i) determining the
Participant's Highest Average Earnings under the Cinergy Pension Plan by
including Accrued Vacation Pay in Earnings when paid at the Participant's
termination of employment, and (ii) without taking into account the provision
in the Cinergy Pension Plan that provides that the Participant's Highest
Average Earnings will be determined without regard to Accrued Vacation Pay,
with the resulting amount, increased by the average annual Accrued Vacation
Pay, if any, paid at the Participant's termination of employment.


(C)           No Rule of 85 Grow-In.  A
Participant's benefit under the Plan shall be calculated without taking into
account the special early retirement provisions in the Cinergy Pension Plan for
employees who terminate employment under the redeployment status opportunity
provisions of the Cinergy severance opportunity plan (i.e., in particular, the
provision that permits an unreduced early retirement benefit for a Participant
who (i) as of his applicable Severance from Service Date under the Cinergy
Pension Plan had reached age 50, (ii) elected to defer receipt of his pension
under the Cinergy Pension Plan to at least age 55, and (iii) the sum of his age
at commencement of his benefit under the Cinergy Pension Plan and years of
Service under the Cinergy Pension Plan equals or exceeds 85)."


IN WITNESS WHEREOF,
Duke Energy Corporation has caused this Amendment to be executed effective as
of the date specified below.


DUKE ENERGY CORPORATION


By:            /s/ JENNIFER L.
WEBER____________________


Title:        
Senior Vice President and Chief


                 Human Resources Officer


Date:       
February 2, 2010