DUKE ENERGY CORPORATION
EXECUTIVE SAVINGS PLAN
As Amended and Restated Effective on January 1, 1999
The purpose of this Plan is to provide deferred compensation for a select group of management or highly
compensated employees. This Plan replaces the Supplementary Defined Contribution Plan, the Compensation
Deferral Plan and the Incentive Deferral Plan, all of which were formerly maintained by the Company. This Plan
also amends and restates the Duke Energy Corporation Executive Savings Plan as effective January 1, 1998 and
replaces the Panhandle Eastern Corporation Key Executive Deferred Compensation Plan as amended and
restated January 1, 1996 ("KEDCP") for those KEDCP participants electing to participate herein. This Plan is
intended to a nonqualified, unfunded plan of deferred compensation for a select group of management or highly
compensated employees under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and shall be so interpreted.
TITLE AND EFFECTIVE DATE
1.1 This Plan shall be known as the Duke Energy Corporation Executive Savings Plan (hereinafter referred to as
1.2 The Plan was first effective on January 1, 1997, and has been amended from time to time, having been
amended and restated as set forth herein, effective January 1, 1999.
2.1 "Account" shall mean the record of deferrals and contributions and adjustments thereto maintained with
respect to each Participant pursuant to Article VI.
2.2 "Base Pay" shall mean, for each Participant, the base salary as defined by the Company's normal payroll
practices and procedures, paid during a Plan Year (or which would have been paid during a Plan Year but for
salary reductions and elective deferrals under Code Sections 125 and 401(k) and Base Pay deferrals under this
Plan). In no event shall Base Pay include any compensation, whether paid or deferred, pursuant to Incentive
2.3 "Beneficiary" means the person or persons designat