eXHIBIT 10.6.1


 


amendment
to the 


CINeRGY
Corp. excess pension plan


The
Cinergy Corp. Excess Pension Plan, as amended and restated effective as of
December 31, 2008 (the "Plan"), is hereby amended effective as of the
close of business on January 31, 2010 or such other date specified below.


(1)            Explanation of Amendment


The Plan is amended to change the sponsor of
the Plan from Cinergy Corp. to Duke Energy Corporation and to clarify the
treatment of banked vacation under the Plan.


(2)            Amendment 


(a)            Effective
as of November 1, 2009, the last sentence of Section 4.2(b)(ii) of the Plan is
amended in its entirety to read as follows:


"Notwithstanding
the foregoing, a Participant's benefit under the Plan shall be calculated by
(i) determining the Participant's Highest Average Earnings 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."


(b)           The
first two sentences of Article VIII of the Plan are hereby amended in their
entirety to read as follows:


"Duke
Energy Corporation retains the sole and unilateral right to terminate, amend,
modify or supplement the Plan, in whole or in part, at anytime.  Amendment
shall be through action of the Board of Directors of Duke Energy Corporation or
the Committee.  The Board of Directors of Duke Energy Corporation or the
Committee may delegate its respective right to amend the Plan, subject to any
limitations it may impose, to an officer of the Company."


(c)           
Section 9.1 of the Plan is hereby amended in its entirely to read as follows:


"9.1         
Top Hat Plan.  Duke Energy Corporation intends for the Plan to be an
unfunded "top-hat" plan for a select group of management or highly
compensated employees which is exempt from substantially all of the
requirements of Title I of ERISA pursuant to Sections 201(2), 301(a)(3), and
401(a)(1) of ERISA.  Duke Energy Corporation is the Plan sponsor under Section
3(16)(B) of ERISA."


IN WITNESS WHEREOF,
Cinergy Corp. has caused this Amendment to be executed effective as of the date
specified below and Duke Energy Corporation accepts sponsorship of the Plan
effective as of the close of business on January 31, 2010.


CINERGY CORP.                                                                                                  
DUKE ENERGY CORPORATION


By:            /s/ JENNIFER L.
WEBER                                                                       By:        
   /s/ JENNIFER L. WEBER__________


Title:
       Senior Vice President and Chief                                                             
Title:        Senior Vice President and Chief


                Human Resources Officer                            
                                                          Human Resources
Officer


Date:      
January 28, 2010                                                                                     
Date:      January 28, 2010