Duke Energy Corporation (DUK)

ARTICLE VIII
AMENDMENT AND TERMINATION

The Committee retains the sole and unilateral right to terminate, amend, modify or supplement this Plan, in whole or in part, at anytime.  The Committee may delegate the right to amend the Plan, subject to any limitations it may impose, to an officer of the Company.  No such action shall adversely affect a Participant’s right to receive amounts then credited to a Participant’s account with respect to events occurring prior to the date of such amendment.  With respect to Part II of the Plan, subject to Section 6.5 hereof, the Committee may, in its sole discretion to the extent permitted in Section 409A of the Code, provide for the acceleration of the time or schedule of a payment under the Plan upon the termination of the Plan.  In the event of a Change in Control, the Plan shall become irrevocable and may not be amended or terminated without the written consent of each Plan Participant who may be affected in any way by such amendment or termination either at the time of such action or at any time thereafter.  This restriction in the event of a Change in Control shall be determined by reference to the date any amendment or resolution terminating the Plan is actually signed by an authorized party rather than the date such action purports to be effective.

ARTICLE VIII

AMENDMENT AND TERMINATION

8.1           General Rule.  The Board of Directors or its delegate may (a) terminate the Plan with respect to future Participants or future benefit accruals for current Participants; and (b) amend the Plan in any respect, at any time.  No such termination or amendment may reduce the amount of any then accrued benefit of any Participant and any attempt to do so shall be void.  Subject to Section 6.7 hereof, the Committee may, in its sole discretion to the extent permitted in Section 409A of the Code, provide for the acceleration of the time or schedule of a payment of Post-2004 Deferrals under the Plan upon the termination of the Plan.