DUKE ENERGY CORPORATION
EXECUTIVE CASH BALANCE PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999
SECTION 1 PURPOSE OF PLAN
The purpose of the Duke Energy Corporation Executive Cash Balance Plan (the "Plan") is to provide additional
retirement benefits for a select group of management or highly compensated employees. The Plan was effective
as of January 1, 1997, and has been amended from time to time and is amended and restated herein as of
January 1, 1999. Effective January 1, 1999, the Plan replaces the PanEnergy Corp Key Executive Retirement
Benefit Equalization Plan and all benefits provided thereunder shall be provided in accordance with the terms set
forth herein. The Plan is intended to be a non-qualified, unfunded plan of deferred compensation for a select
group of management or highly compensated employees under the Employee Retirement Income Security Act of
1974 ("ERISA"), as amended, and shall be so interpreted and administered.
SECTION 2 DEFINITIONS
Wherever used herein, a pronoun or adjective in the masculine gender includes the feminine gender, the singular
includes the plural, and the following terms have the following meanings unless a different meaning is clearly
required by the context:
2.1 "Beneficiary" means the person or persons designated by a Participant, or by another person entitled to
receive benefits hereunder, to receive benefits following the death of such person.
2.2 "Board of Directors" means the Board of Directors of Duke Energy Corporation.
2.3 "Change in Control" shall be deemed to have occurred upon;
(i) 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
thirty percent (30%) or more of either (A) the then outstanding shares of common stock of Duke Energy