Duke Energy Corp. Retirement Benefit Equalization

DUKE ENERGY CORPORATION
RETIREMENT BENEFIT EQUALIZATION PLAN


(effective January 1, 1999)


1. Purpose. Duke Energy Corporation ("Company") hereby establishes, effective January 1, 1999, the Duke Energy Corporation Retirement Benefit Equalization Plan ("Plan"). The purpose of the Plan is to provide with respect to eligible employees, benefits in excess of those provided under the Duke Energy Retirement Cash Balance Plan, including plans merged therein, ("RCBP"). The Plan shall be an "excess benefit plan", within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is unfunded. The Plan supercedes the Duke Energy Corporation Executive Cash Balance Plan, including plans superceded thereby, for participants who only participated in the excess benefit plan part thereof, and the PanEnergy Corp Retirement Benefit Equalization Plan for any eligible employee.


2. Administration. The Company's Director of Employee Benefits is designated the Plan Administrator of the Plan. The Plan Administrator shall have full discretionary power and authority to administer and interpret the Plan, subject to the provisions of the Plan and as to such matters as are reserved to the Company, the Management Committee of its Board of Directors, and its Vice President -- Human Resources. The Plan Administrator may adopt such procedures as he deems necessary or helpful in administering the Plan and may designate one or more employees of the Company to maintain the records of the Plan and to perform such other duties as are assigned by the Plan Administrator. Notwithstanding the foregoing, the Plan Administrator shall not act upon any matter which relates solely to his individual participation in the Plan, but shall refer such matter to the Vice President -- Human Resources of the Company.


3. Eligibility. Any participant in the RCBP whose benefit under the RCBP has not commenced prior to January 1, 1999, shall be eligible to participate in the Plan. Notwithstanding the foregoing, no individual whose benefit commences under, or who, on or after January 1, 1999, is eligible to participate in, the Duke Energy Corporation


2 Executive Cash Balance Plan, including plans superceded thereby, or whose benefit commences under the PanEnergy Corp Retirement Benefit Equalization Plan shall be eligible to participate in the Plan.


4. Participating Affiliates. Each of the Company's affiliated companies that participates in the RCBP on behalf of its eligible employees shall be a participating affiliated company in the Plan and shall be liable to the Company for Plan benefits attributable to the participating affiliated company's own employees and the Plan Administrator's determination as to the amount of any such liability shall be conclusive.


5. Company's Obligation. Any Plan benefit shall be a general, unsecured obligation of the Company payable solely from the general assets of the Company, and neither a Plan participant nor his beneficiary(ies) or estate shall have any interest in any assets of the Company by virtue of the Plan. Nothing in this Section 5 shall be construed to prevent the Company from implementing or setting aside funds in a grantor trust subject to the claims of the Company's creditors. This Section 5 shall not require the Company to set aside any funds, but the Company may set aside such funds if it chooses to do so. The establishment of the Plan and any setting aside of funds by the Company with which to discharge its obligations under the Plan shall not be deemed to create a trust. Legal and equitable title to any funds so set aside, other than any grantor trust subject to the claims of the Company's creditors, shall remain in the Company and any funds so set aside shall remain subject to the general creditors of the Company, present and future, and no payment shall be made under this Plan unless the Company is then solvent.


6. Benefit and Form of Payment. The Plan benefit payable with respect to a Plan participant shall be the excess, if any, of:


(a) the RCBP benefit which would have become payable with respect to
the Plan participant, if the benefit accrual provisions of the RCBP were
administered without regard to its provisions that implement the maximum


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