EXHIBIT 10.64


PERFORMANCE AWARD AGREEMENT


This Performance
Award Agreement (the "Agreement") has been made as of ______________________ 
(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 2010 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 delegate,
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.  At
target performance, the number of Performance Shares and the number of tandem
Dividend Equivalents subject to this Award are each
______________________________.  Each Performance Share, upon becoming vested,
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 and before the Dividend Equivalent
expires.  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
Goal.  Except as otherwise provided in this Section 2, the Performance Shares
shall vest only if and to the extent the Committee, or its delegate, determines
that the TSR Performance Goal (as defined below) has been met (provided that
such determination shall be made not later than the first March 15 following
the end of the Performance Period, as defined below).  To the extent TSR
Performance Goal is not met, the Performance Shares that do not so become
vested shall be forfeited.  The Committee reserves
the right to reduce any vesting to the extent the Committee determines that such
reduction is equitable and appropriate based on overall financial performance,
including adjusted and reported earnings, capital deployment and credit
position during the Performance Period.  Provided Grantee’s
continuous employment by the Corporation, including Subsidiaries, has not
terminated, or as otherwise provided in Sections 2(b) or 2(c), all of the
Performance Shares subject to this Award shall become vested upon the written
determination by the Committee, or its delegate, 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 ________________ and ending
________________ (“Performance Period”),  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)

  	
   

  
	
   

  	
   

  	
   

  
	
  Lower than 25th

  	
  0%

  	
   

  
	
  *

  	
  *

  	
   

  
	
  25th

  	
  30%

  	
   

  
	
  *

  	
  *

  	
   

  
	
  50th   (target

  performance)

  	
  100%

  	
   

  
	
  * 

  	
  *

  	
   

  
	
  90th or
  higher

  	
  200%

  	
   

  




 


*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.


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 _________________, 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 _______________, such company shall
not be taken into account for purposes of this Agreement.


(b) In the
event that, prior to the date that the determination of the achievement of the
TSR 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 10
years of vesting service under the Duke Energy Retirement Cash Balance Plan,
the Progress Energy 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 such plans,
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 the TSR 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 the TSR 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 November 1 of the calendar year
immediately following the calendar year in which the Performance Period ends. 
In the event Grantee does not return to active service from such leave of
absence prior to November 1 of the calendar year immediately following the
calendar year in which the Performance Period ends, 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 the TSR 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 the TSR Performance Goal.  


Section 3.        Restrictive Covenants. 
 


(a) 
In consideration of the Award, Grantee agrees that during the period beginning
with termination of employment and ending with the third anniversary of the
Date of Grant ("Restricted Period"), Grantee shall not for any
reason, directly or indirectly, without the prior written consent of the
Corporation or its delegatee: (i) become employed, engaged or involved with a
competitor (defined below) of the Corporation or any Subsidiary in a position
that involves: providing services that relate to or are similar in nature or
purpose to the services performed by the Grantee for the Corporation or any
Subsidiary at any time during his or her previous three years of employment
with the Corporation or any Subsidiary; or, supervision, management, direction
or advice regarding such services; either as principal, agent, manager,
employee, partner, shareholder, director, officer or consultant (other than as
a less-than three percent (3%) equity owner of any corporation traded on any
national, international or regional stock exchange or in the over-the-counter
market); or, (ii)  induce or attempt to induce
any customer, client, supplier, employee, agent or independent contractor of
the Corporation or any of the Subsidiaries to reduce, terminate, restrict or
otherwise alter (to the Corporation’s detriment) its business relationship with
the Corporation.  


(b)      
The noncompetition obligations of clause (i) of the preceding sentence shall be
effective only with respect to a “competitor” of the Corporation or any
Subsidiary which is understood to mean any person or entity in competition with
the Corporation or any Subsidiary, and more particularly those persons and
entities 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 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 (other than the United States) where the Corporation, including
Subsidiaries, has at least $25 million in capital deployed as of termination of
Grantee's continuous employment by Corporation, including through its Subsidiaries;
(ii) the states of California, Colorado, Florida, Georgia, Illinois, Indiana,
Kentucky, Michigan, Minnesota, Mississippi, New York, North Carolina, Ohio,
Pennsylvania, South Carolina, Texas, Vermont, Wisconsin and Wyoming (iii) any other
state in the United States where the Corporation including the Subsidiaries,
has at least $25 million in capital deployed as of the termination of the
Grantee’s employment with the Corporation or any Subsidiary.  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 geographical areas, shall not render
this provision unenforceable as applied to any one or more of the other
restrictions, including geographical areas.  


 


(c)       
Grantee agrees not to: (i) disclose to any third
party or otherwise misappropriate any confidential or proprietary information
of the Corporation or of any Subsidiary (except as required by subpoena or
other legal process, in which event the Grantee will give the Chief Legal
Officer of the Corporation prompt notice of such subpoena or other legal
process in order to permit the Corporation or any affected individual to seek
appropriate protective orders); or, (ii) publish or provide any oral or written
statements about the Corporation or any Subsidiary, any of the Corporation's or
any 







 




 










 








 




 








Subsidiary's current or former officers,
executives, directors, employees, agents or representatives that are false,
disparaging or defamatory, or that disclose private or confidential information
about their business or personal affairs.   The obligations of this
paragraph are in addition to, and do not replace, eliminate, or reduce in any
way, all other contractual, statutory, or common law obligations Grantee may
have to protect the Corporation’s confidential information and trade secrets
and to avoid defamation or business disparagement.


 


(d)      
Notwithstanding any other provision of Section 3, the Grantee remains free to
report or otherwise communicate any nuclear safety concern, any workplace
safety concern, or any public safety concern to the Nuclear Regulatory
Commission, United States Department of Labor, or any other appropriate
governmental agency without providing the notice described in Section 3(c), and
the Grantee remains free to participate in any governmental proceeding or
investigation without providing the notice described in Section 3(c).


 


(e)      
If any part of this Section is held to be unenforceable because of the
duration, scope or geographical 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 geographical area.


 


(f)       
Nothing in Section 3 shall be construed to prohibit Grantee from being retained
during the Restricted Period in a capacity as an attorney licensed to practice
law, or to restrict Grantee from providing advice and counsel in such capacity,
in any jurisdiction where such prohibition or restriction is contrary to
law.  


 


(g)      
Grantee’s agreement to the restrictions provided for in this Agreement and the
Corporation’s agreement to provide the Award are mutually dependent
consideration. Therefore, notwithstanding any other provision to the contrary
in this Agreement, if the enforceability of any material restriction on Grantee
provided for in this Agreement is challenged and found unenforceable by a court
of law then the Corporation shall, at its election, have the right to recover
from Grantee the Award, or the Award’s fair market value received by Grantee on
the date of sale, transfer, or other disposition if Grantee has sold,
transferred, or otherwise disposed of the Award.   This provision
shall be construed as a return of consideration or ill-gotten gains due to the
failure of Grantee’s promises under the Agreement, and not as a liquidated
damages clause.  Nothing herein shall (i) reduce or eliminate the
Corporation’s right to assert that the restrictions provided for in this
agreement are fully enforceable as written, or as modified by a court pursuant
to Section 3, or (ii) eliminate, reduce, or compromise the application of
temporary or permanent injunctive relief as a fully appropriate and applicable
remedy to enforce the restrictions provided for in Section 3 (inclusive of its
subparts), in addition to recovery of damages or other remedies otherwise
allowed by law. 


 


Section 4.          Forfeiture.  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.  Any Dividend Equivalent subject to this Award shall expire at
the time its tandem Performance Share (i) is vested and paid, or deferred, or
(ii) is forfeited.


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 at the same time as the vested Performance Share as provided in Section
6, 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. Any required income tax withholdings
in respect of Dividend Equivalents attributable to Performance Shares shall be
satisfied by reducing the cash payment in respect of the required withholding
amount, unless the Committee, or its delegatee, in its discretion, requires
Grantee to satisfy such tax obligation by other payment to the Corporation.


Section 6.        Payment
of Performance Shares.   Payment of Performance Shares
subject to this Award that become vested shall be made to the Grantee on the
earlier of: (i) the calendar year immediately following the Performance Period,
or (ii) within 30 days after the occurrence of a "change in the
ownership," a "change in the effective control" or a
"change in the ownership of a substantial portion of the assets" of
the Corporation within the meaning of Section 409A of the Code, except to the
extent deferred by the Grantee in accordance with such procedures as the
Committee, or its delegatee, may prescribe from time to time or except to the
extent required to avoid accelerated taxation and/or tax penalties under
Section 409A of the Code.  Payment (or deferrals, as applicable) 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. 
Notwithstanding the foregoing, the number of shares of Common Stock that would
otherwise be paid or deferred (valued at Fair Market Value on the date the
respective Performance Share became vested, or if later, payable) shall be
reduced by the Committee, or its delegatee, in its sole discretion, to fully
satisfy tax withholding requirements, unless the Committee, or its delegate, in
its discretion requires Grantee to satisfy such tax obligation by other payment
to the Corporation.  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, Section 409A 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.  


To the extent
applicable, it is intended that this Agreement comply with the provisions of
Section 409A of the Code and that this Award not result in unfavorable tax
consequences to Grantee under Section 409A of the Code.  This Agreement will be
administered and interpreted in a manner consistent with this intent, and any
provision that would cause this Agreement to fail to satisfy Section 409A of
the Code will have no force and effect until amended to comply therewith (which
amendment may be retroactive to the extent permitted by Section 409A of the
Code).  The Corporation and the Grantee agree to work together in good faith in
an effort to comply with Section 409A of the Code including, if necessary,
amending this Agreement based on further guidance issued by the Internal
Revenue Service from time to time, provided that the Corporation shall not be
required to assume any increased economic burden.  Notwithstanding anything
contained herein to the contrary, to the extent required in order to avoid
accelerated taxation and/or tax penalties under Section 409A of the Code, the
Grantee shall not be considered to have terminated employment with Corporation
for purposes of this Agreement and no payments shall be due to him under this
Agreement which are payable upon his termination of employment until he would
be considered to have incurred a “separation from service” from the Corporation
within the meaning of Section 409A of the Code.  To the extent required in
order to avoid accelerated taxation and/or tax penalties under Section 409A of
the Code, amounts that would otherwise be payable and benefits that would
otherwise be provided pursuant to this Agreement during the six-month period
immediately following the Grantee’s termination of employment shall instead be
paid within 30 days following the first business day after the date that is six
months following his termination of employment (or upon his death, if
earlier).  In addition, for purposes of this Agreement, each amount to be paid
or benefit to be provided to the Grantee pursuant to this Agreement shall be
construed as a separate identified payment for purposes of Section 409A of the
Code.  


Grantee acknowledges
and agrees that payments made under this Agreement are subject to the
Corporation's requirement that the Grantee reimburse the portion of any payment
where such portion of the payment was    (i) inadvertently paid based on an
incorrect calculation, or (ii) predicated upon the achievement of financial
results that are subsequently the subject of a restatement caused or partially
caused by Grantee's fraud or misconduct.  


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 ___________, has signed
a duplicate of this Agreement, in the space provided below, and returned the
signed duplicate to ______________________________, 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:  



 


 


 


 


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
_____________________.


 


 


                      
                                                                                      ____________________________     
Grantee's Signature









 




 










 








 




 








 


                                                                                                            
____________________________      (print name)


 


 


                                                                                                            
____________________________      (address)