SHALL MEAN THE DUKE POWER COMPANY COMPENSATION DEFERRAL
PLAN, FIRST EFFECTIVE AS OF JULY 1, 1983.
2.7
"CDP SUBACCOUNTS" SHALL HAVE THE MEAN PROVIDED IN SECTION 6.3.
2.8
"CHANGE IN CONTROL" SHALL BE DEEMED TO HAVE OCCURRED UPON:
(A)
AN ACQUISITION SUBSEQUENT TO THE EFFECTIVE DATE HEREOF BY ANY
INDIVIDUAL, ENTITY OR GROUP (WITHIN THE MEANING OF SECTION 13(D)(3) OR 14(D)(2)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")) (A
"PERSON") OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 PROMULGATED
UNDER THE EXCHANGE ACT) OF 30% OR MORE OF EITHER (A) THE THEN OUTSTANDING SHARES
OF COMMON STOCK OF DUKE ENERGY CORPORATION OR (B) THE COMBINED VOTING POWER OF
THE THEN OUTSTANDING VOTING SECURITIES OF DUKE ENERGY CORPORATION ENTITLED TO
VOTE GENERALLY IN THE ELECTION OF DIRECTORS; EXCLUDING, HOWEVER, THE FOLLOWING:
(1) ANY ACQUISITION DIRECTLY FROM DUKE ENERGY CORPORATION, OTHER THAN AN
ACQUISITION BY VIRTUE OF THE EXERCISE OF A CONVERSION PRIVILEGE UNLESS THE
SECURITY BEING SO CONVERTED WAS ITSELF ACQUIRED DIRECTLY FROM DUKE ENERGY
CORPORATION, (2) ANY ACQUISITION BY DUKE ENERGY CORPORATION AND (3) ANY
ACQUISITION BY AN EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) SPONSORED OR
MAINTAINED BY DUKE ENERGY CORPORATION OR ITS AFFILIATED COMPANIES;
(B)
DURING ANY PERIOD OF TWO (2) CONSECUTIVE YEARS (NOT INCLUDING ANY
PERIOD PRIOR TO THE EFFECTIVE DATE), INDIVIDUALS WHO AT THE BEGINNING OF SUCH
PERIOD CONSTITUTE THE BOARD (AND ANY NEW DIRECTORS WHOSE ELECTION BY THE BOARD
OR NOMINATION FOR ELECTION BY THE DUKE ENERGY CORPORATION'S SHAREHOLDERS WAS
APPROVED BY A VOTE OF AT LEAST 2/3 OF THE DIRECTORS THEN STILL IN OFFICE WHO
EITHER WERE DIRECTORS AT THE BEGINNING OF THE PERIOD OR WHOSE ELECTION OR
NOMINATION FOR ELECTION WAS SO APPROVED) CEASE FOR ANY REASON (EXCEPT FOR DEATH,
DISABILITY OR VOLUNTARY RETIREMENT) TO CONSTITUTE A MAJORITY THEREOF;
(C)
THE CONSUMMATION OF A MERGER, CONSOLIDATION, REORGANIZATION OR
SIMILAR CORPORATE TRANSACTION WHICH HAS BEEN APPROVED BY THE SHAREHOLDERS OF
DUKE ENERGY CORPORATION, WHETHER OR NOT DUKE ENERGY CORPORATION IS THE SURVIVING
CORPORATION IN SUCH TRANSACTION, OTHER THAN A MERGER, CONSOLIDATION, OR
REORGANIZATION THAT WOULD RESULT IN THE VOTING SECURITIES OF DUKE ENERGY
CORPORATION OUTSTANDING IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT
(EITHER BY REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING SECURITIES OF
THE SURVIVING ENTITY) AT LEAST 50% OF THE COMBINED VOTING POWER
2
OF THE VOTING SECURITIES OF DUKE ENERGY CORPORATION (OR SUCH SURVIVING ENTITY)
OUTSTANDING IMMEDIATELY AFTER SUCH MERGER, CONSOLIDATION OR REORGANIZATION;
(D)
THE CONSUMMATION OF (A) THE SALE OR OTHER DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF DUKE ENERGY CORPORATION OR (B) A COMPLETE
LIQUIDATION OR DISSOLUTION OF DUKE ENERGY CORPORATION, WHICH HAS BEEN APPROVED
BY THE SHAREHOLDERS OF DUKE ENERGY CORPORATION; OR
(E)
ADOPTION BY THE BOARD OF A RESOLUTION TO THE EFFECT THAT ANY
PERSON HAS ACQUIRED EFFECTIVE CONTROL OF THE BUSINESS AND AFFAIRS OF DUKE ENERGY
CORPORATION.
2.9
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
FROM TIME TO TIME.
2.10
"COMMITTEE" SHALL MEAN THE