OFFICIAL COPY ^ E D - ncuc.commerce.state.nc.us · OFFICIAL COPY ^ E D ~ - NOV 0 5 2012 Clerk's...

OFFICIAL COPY ^ E D ~ - NOV 0 5 2012

Clerk's Office N.C. Utilities Commission

Forwarded by Alex Bernhardt/Executive/Bernhardt on 07/29/2012 09:29 PM

From: Alex Bernhardt/Executive/Bernhardt T o : " " A l e x B e r n h a r d t / ' ! Redacted . Personal Into j .

Date: 07/17/2012 01:07 PM Subject: Fw: December 2011 Board Letter


From: Alex Bernhardt/Executive/Bernhardt To: "Rogers., Jim" Oim.Rogersftduke-energy.com>, Date: 01/05/2012 12:18 PM Subject: Re: December 2011 Board Letter

Jim ,

Excellent l e t t e r j containing many f i n e achievements . Thanks f o r your leadership ! !

Alex

From: "Rogers, Dim" <3im.Rogersftduke-energy•com>

To: Ann Gray {Ridaeted - Personal info p * "BarnetB, W \ Redacted - Personal hrto j "Bernhardt, Alex - bernfianit"

j Redacted-PereVnalTnfo j> Dan DiMicco ^_'"jRedactVd'ij*ersoân^ 3im Hance <|""~Redactedi-PereonaMnfo _ 3ohn _ _

Forsgren fRe"dTcled~Pe7sônarr^fo> Michael Browning {_Redacted[-PcrsonaMnfo p , "Reinsch, 3im r~

fA^cted :>cre6nal into_ j , Sharp - j Redacted - Personal Info ], "Rhodes, Jim -r _ _ ? ^ ^ : P ^ o n a l l h f o _ _ " J J "Rogers,

J i m f " ' Redicttd - PtraonidIrrto

Cc: Bonny Light \ ' Redt^TPereonaflnfo"" " j , El izabeth G i l l i am j Redacted - Personal Into) J o y c e H i o t t rRedacted"-Peraonaijnfb~!> _ _

~"C'uFr€nci7'"fCatfiy t " P " Redacted - PersinaTrnfoJ"" "j>> Kieca Pointdujour f l . R«??5^T^*^0?^^~"I~ZI;» L n da

Canipe ^ y y ^ ^ ^ ^ j ^ j ^ ^ ^ ^ B ^ l ^ Z ^ P * Mari lyn Voigt jRâcwi-PMon-MnfoSandra Thrower _ Redacted^Personaijnfo j ,

Sandra thrower r~ RedM^-?ersona"l1nfo

Date: 01/05/2012 09:42 AM

DUKE_NCUC_0 0000001

DUKE NCUC 00000001-A

Subject: December 2011 Board Letter

Attached is my December 2911 board letter. Please let me know i f you have any questions

Best, 3im{attachment "December 2011 Board Letter.docx" deleted by Alex Bernhardt/Executive/Bernhardt]

DUKE_NCUC_0 0000002



From: Alex Bernhardt/Executive/Bernhardt To: "Alex Bernhardt," f"~~~7^^KteV^]^FMnallnfo~~~ Date: 07/17/2012 12:08 PM Subject: Fw: Availability for a Special Telephonic Duke Energy Board

Meeting


From: Alex Bernhardt/Executive/Bernhardt To: "Harrington, Sue C" <Sue.HarrinetonlSduke-energy. cotn> . Cc: lindacani pejRe^^^p^riiTTnfo"; Date: 04/20/2012 08742 AM Subject: Re: Availability for a Special Telephonic Duke Energy Board

Meeting

Sue ,

While I can make anytime on May 29 or 30 work , they are not ideal for me . Currently , I am schduled to go with Keith Trent to Texas to see the solar and wind farms a l l day on May 31 and Dune 1 , and while I would like to make that t r i p with Keith , I could cancel i t i f I am needed on those two days.

The week of June 4 is better for me . I can be available a l l day Monday , June 4 , through Thursday , June 7 , and while Friday , June 8 is not ideal , I can make i t work i f necessary .

Depending on which day and time you select , I might consider driving to Charlotte to meet in person , as opposed to 2 to 3 hours on a speakerphone.

tks Alex

From: "Harr ington, Sue C" <Sue.Harringtonflduke-energv.com>

To: " f lames • hance 'R»<i«t.<t-p™n.iinh> j " <ian)es.h3ncej8carlvle. com> . "Reinsch, Jim

[^dac^7^™P^I i^ r ° '~ j * " - , o h n Forse^en" <jh"forsgreri^~!.^~r?*>. "Bernhardt, Alex [ " " ^ j ^ " ^ " ^ ! ' '

o l e x b e r n h a r d t r ^ ? ^ ' " : ^ ^ ' ' " ^ ' "Ann M. Gray" < a rag r a yl jgj^T^^j f f ig j jT- >, "Dan DiMicco f dan. dimiccofiB^^SMSmfl "

<dan. dimiccdLR»d»ct»d-p"moninfoj "Rhodes, Dim !i«t*c«.p«mi»*

DUKE_NCUC_0 0000003


„ < ir h od es ] t ^ • ' , 3im Hance <ihhanceC-r?,^^:"^.fy?a>iP-r-> . Michael Browning < mb rO wn i n g{fl Redacted - Personal Inlo

Sharp - i ^H—S<sharpr^>-^*—, "Ba rne tB j f i ^T , ^ . . ! <wbarnet5**'--j~g |!^3

C.c : _ _ ^TQX Light [ R<^ct?^_:P?L :5?!!^L'n*?__ \» "El izabeth G i l l i am !" R«tocUd reonaijnio^~j" Redacted ! Joyce H io t t

Redacted "Kieca Pointdujour i Redacted - Personal Info ' ' — 2 " - ~ ~ - J ^ ^ I ^ ^ ^ E 7 1 ~ ~'.'""I Linda Canipe _

L " J ^ ^ ^ ^ ^ ^ ^ G ^ C ! ^ " " " • ' ' M a r i l y n V O i g t r ^ ! ^ ^ ^ r i ! » ^ ! ! J I ^ ) " [Redacted - Personal Info j Sandra S Thrower '

<sandra.s.throwenr " Redacted ] "Sandra Thrower •

Date: 04/19/2012 04:05 PM

Subject: Availability for a Special Telephonic Duke Energy Board Meeting

We would like to poll for availability for a possible 2 to 3 hour special telephonic Duke Energy Board meeting during the week of May 29 through Dune 1 or lune 4 through Dune 8 for a merger status update. We are polling in the event we need to have an update on the merger before the regularly-scheduled June 25-26 Board meeting. At this time we do not know i f this teleconference w i l l be necessary, but we want to plan ahead as best we can to be considerate of your schedules. Please provide your availability between Sam and 5pm Tuesday, May 29th through Friday, Dune 1st and again Monday, Dune 4th through Friday, Dune 8th.

Thank you. Sue

Sue C. Harrington Assistant Corporate Secretary Duke Energy Corporation 550 South Tryon St/DEC45A P.O. Box 1321 (28201) Charlotte^ NC _28202 P h o n e : ^Redacted - F ^ ^ n a l ln*o j

F a x : fRcdac ted • P * r c o n * l I n f o !

Sue. Harr I'ngt "oiigduke"- energy. com

DUKE_NCUC_0 0000004


111. AGENDA '^ijj+i?"

^^^^

DUKE ENERGY CORPORATION

BOARD OF DIRECTORS MEETING TUESDAY, AUGUST 24, 2010 - 8:00 A.M. TO 12:00 P.M.

WEST BADEN ROOM AT THE WEST BADEN SPRINGS HOTEL WEST BADEN SPRINGS, INDIANA

Directors: Present

James E. Rogers, Chair Secretary William Bamet, III G. Alex Bemhardt, Sr. Counsel Michael G. Browning :

Daniel R. DiMicco ; Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

A. Independent Director Session (8:00-8:30)

B. Executive Session - CEO Report, including Utility Merger and Acquisition Update (Jim Rogers/Lynn Good) (8:30-10:30)

• Management and Chief Executive Officer Approved Transactions

BREAK (10:30-10:45)

C. Edwardsport IGCC Project Update (Jim Turner) (10:45-11:15)

D. Financial Report (Lynn Good) (11:15-11:30) • Financial Results as of July 31,2010

E. Executive Session (Jim Rogers) (11:30-12:00) • Report of the Audit Committee (Michael Browning) • Report ofthe Compensation Committee (Jim Hance) • Report of the Corporate Governance Committee (Ann Gray) • Report of the Finance and Risk Management Committee (Bill Bamet) • Report ofthe Nuctear Oversight Committee (Jim Rhodes)

#332110

DUKE_NCUC_00000005


A * * * * * * * * * * * *

MATTERS TO BE CONSIDERED AND ACTED UPON: : Motion Second Vote CONSENT AGENDA

#332310

Items Recommended from the Finance and Risk Manaqftmgnt r.nmrnit^-

Confidential General Item:

(4) Approval of Minutes of Board of Directors' Meeting Held on June 21-22, 010

Next Scheduled Meetings: | j p

October 25, 2010 Audit Committee Meeting October 25, 2010 Compensation Committee Meeting October 25, 2010 Corporate Governance Commrttee Meeting October 25,2010 Finance and Risk Management Committee Meeting October 25, 2010 Nuclear Oversight Committee Meeting (Oconee Nuclear Station) October 26,2010 Duke Energy Corporation Board Meeting

SIP

DUKE_NCUC_0 0000006


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION DULY CALLED. CONVENED AND HELD AT THE WEST BADEN SPRINGS HOTEL, 8538 WEST BADEN AVENUE, WEST BADEN SPRINGS, INDIANA, ON TUESDAY, AUGUST 24, 2010, AT 8:00 A.M PURSUANT TO NOTICE

Persons present at the meeting:

Members Present:

Members Absent:

Others Present

James E. Rogers, Chair William Bamet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Foregren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None

Lynn J. Good, Group Executive and Chief Financial Officer

Dhiaa M. Jamil, Group Executive, Chief Generation Officer and Chief Nuclear Officer

Marc E. Manly, Group Executive, Chief Legal Officer and Corporate Secretary

James L. Turner. Group Executive; President and Chief Operating Officer, U.S. Franchised Electric and Gas

Jennifer L. Weber, Senior Vice President and Chief Human Resources Officer

Mr. Rogers determined that a quorum was present and called the meeting to

order. The Board of Directors (the "Board-) first met in executive session to discuss

Project Granite, a potential business combination with a company given the code name

of'Platinum." During the course ofthe executive session, Messrs. Browning, Hance and.

Bamet; Dr. Rhodes; and Ms. Gray provided reports oftheir respective commrttee

meetings held the day before. As part of his report of the meeting of the Finance and

1 OEC0a.24.10 1373688

DUKE NCUC 00000007


Risk Management Committee, Confidential

Confidential

PEC 0824.10

nroasd

DUKE_NCUC_0 0000008


existing booked goodwifl. Mr. Manly discussed issues fnvoMng regulatory approvals.

Following discussion in response to a number of questions, the meeting was

adjourned.

Respectfully submitted,

Secretary of the Meeting

DEC 08-24 10 f973B88

DUKE NCUC 00000009


Confidential

' " " "«73e88

DUKE_NCUC_0 0000010


FURTHER RESOLVED, That the Corporation and each of its officers be. and they hereby are, authorized and directed, in the name and on behalf of the Corporation and subject to the conditions set forth in these resolutions, to do or cause to be done any and all such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, documents and certificates (including all regulatory approvals, if required, and any and all amendments or supplements thereto, modifications, extensions or waivers thereof or replacements therefor), as such officers), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and ail of the foregoing resolutions.

FURTHER RESOLVED, That, ail agreementB, instruments, documents and certificates executed and delivered and all other actions taken by or with the consent or direction of any of the officers of the Corporation in connection with any of the foregoing matters prior to the date hereof are approved, adopted, authorized, ratified and confirmed in all respects.

DEC 06.24.10 0373388

DUKE_NCUC_0 0000011


Confidential

DEC 08.24.10 #373688

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and the President and Chief Executive Officer of the Corporation on June 29, 2010, approved DE Carolinas' request to enter into the Proposed Transaction;

WHEREAS, in accordance with the Corporation's Approval of Business Transactions Policy, the Proposed Transaction cannot be consummated without the approval of the Board of Directors of the Corporation; and

WHEREAS, the Board of Directors of the Corporation has evaluated the information presented to it and has determined that the consummation ofthe Proposed Transaction is in the best interest of the Corporation and its shareholders.

RESOLVED, That the Board of Directors of the Corporation hereby authorizes the Proposed Transaction and the taking of all actions as are necessary and appropriate to effectuate the Proposed Transaction.

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, and subject to the conditions set forth in these resolutions, to do or cause to be done any and all such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, documents and certificates (including all regulatory approvals, if required, and any and all amendments or supplements thereto, modifications, extensions or waivers thereof or replacements therefor), as such officer(s), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED. That, all agreements, instruments, documents and certificates executed and delivered and all other actions taken by or with the consent or direction of any of the officers of the Corporation in connection wrth any of the foregoing matters prior to the date hereof are approved, adopted, auttiorized, ratified and confirmed in all respects.

DEC 08.24.10 •373888

DUKE_NCUC_0 0000013


Confidential

DEC 00.24.10

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Confidential WHEREAS, the Board of Directors of DE Carolinas authorized the Proposed

Transaction on August 9, 2010; the Corporation's Transaction Review Commrttee reviewed and recommended approval ofthe Proposed Transaction on August 9,2010; and the President and Chief Executive Offlcer of the Corporation approved the ' Proposed Transaction on August 17, 2010;

WHEREAS, in accordance with the Corporation's Approval of Business Transactions Policy, the Proposed Transaction cannot be consummated without the approval ofthe Board of Directors ofthe Corporation; and

WHEREAS, the Board of Directors of the Corporation has evaluated the infomiation presented to it and has determined that the consummation of the Proposed Transaction Is In the best interest of the Corporation and its shareholders.

RESOLVED, That the Board of Directors of the Corporation hereby authorizes the Proposed Transaction and the taking of all actions as are necessary and appropriate to effectuate the Proposed Transaction.

FURTHER RESOLVED, That the Corporation and each of rts officers be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, and subject to the conditions set forth in these resolutions, to do or cause to be done any and all such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, documents and certificates (including all regulatory approvals, if required, and any and all amendments or supplements thereto, modifications, extensions or waivers thereof or replacements therefor), as such officer(s)t upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED, That, all agreements, instruments, documents and certificates executed and delivered and all other actions taken by or with the consent or direction of any of the officers of the Corporation in connection with any of the foregoing matters prior to the date hereof are approved, adopted, authorized, ratified and confirmed in all respects.

DEC 06.24.10 *3nm

DUKE_NCUC_0 0000015


A G E N D A DUKE ENERGY CORPORATION

SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING FRIDAY, SEPTEMBER 3,2010-9:00 AM. TO 10:00 A.M.

In-House Partidpanta to meet In CBO Confervnce Room

528 South Church Street Charfofto, Worth Carolina

DiaUn Number: f Redacted - Peisonal Info Conferee Code:;

Directors: Present

James E. Rogers, Chair William Bamet, III G. Alex Bemhardt. Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary,

Counsel

Others Present

A. Update on Project Granite (Jim Rogers) (9:00-10:00)

#365749

DUKE NCUC 00000016


MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON FRIDAY. SEPTEMBER 3 2010, AT 9:00 A.M.. PURSUANT TO NOTICE


Members Present: James E. Rogers, Chair William Bamet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray. Lead Director James H. Hance, Jr E. James Reinsch James T. Rhodes Philip R. Sharp

Member Absent:

Others Present

None


Marc E. Manfy, Group Executive, Chief Legal Officer and Corporate Secretary

Mr. Rogers called the roll of those members on the telephone conference call,

determined that a quorum was present and called the meeting to order. Mr. Manly, the

secretary, acted as such and kept minutes.

Mr. Rogers indicated that the purpose of the call was to provide an update to the

Board of Directors (the "Board") on Project Granite, a potential business combination

with a company given the code name of "Platinum," and his meeting and phone call with

the Chief Execuiive Officer of Platinum.

Notice of Appeal DEC 09.03. tO #373674

DUKE NCUC 00000017


Notice of Appeal

Notice of Appeal i i

At this point, Mr. Manty and Ms. Good exited the meeting, and the Board

continued in executive session.



DEC 00.03.10 *373S74

DUKE_NCUC_0 0000018


A


SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING MONDAY, SEPTEMBER 20,2010 - 2:00 P.M. TO 3:00 P.M.

//vMooae Participants to moot fn CEO Conforwtco Room

520 Socrffc Church Street, Charlotle, North Carolina

Dial'fn Numbor. t Redacted - Personal Info Confefm Code:

Directors: Present

James E. Rogers, Chair William Bamet, III "" G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp "

Secretary

Counsel

Others Present

A. Update on Project Granite (Jim Rogers)

B. Edwardsport Settlement, as necessary (Jim Rogers)

•367213

DUKE NCUC 00000019


f

MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON MONDAY, SEPTEMBER 20, 2010, AT 2:00 P.M., PURSUANT TO NOTICE


Members Present: James E. Rogers, Chair William Bamet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes

Member Absent:

Others Present

Philip R. Sharp



James L. Turner, Group Executive; President and Chief Operating Officer, U.S. Franchised Electric and Gas

Mr. Rogers took a roll call of participants on the telephone conference call,

detennined that a quomm was present, and called the meeting to order. Mr. Manly, the

secretary, acted as such and kept minutes of the meeting.

Mr. Rogers indicated that the purpose of the special meeting was to provide the

Board of Directors (the "Board") an update on Project Granite, a potential business

combination with a company given the code name of "Platinum," as well as to provide

an opportunity for discussion of the tentatrve settlement with respect to cost recovery of

the Edwardsport IGCC Project.

Notice of Appeal DEC 09 20.10 #374009

DUKE NCUC 00000020


Notice of Appeal Notice of Appeal

Prrvi leged

rwiteged

Priviieoed

Notice of Appeal

Notice of Appeal

Tfere being no farther business, the special meeting of the Board of Directors was then adjourned.



DEC 09.20. tO •374009

DUKE_NCUC_0 0000021


A G E N D A W DUKE ENERGY CORPORATION

BOARD OF DIRECTORS MEETING TUESDAY, OCTOBER 26, 2010 - 8:00 A.M. T012:30 P.M.

THE BOARD ROOM AT 526 SOUTH CHURCH STREET CHARLOTTE, NORTH CAROLINA

Directors: -Present

James E. Rogers, Chair Secretary William Bamet, III G. Alex Bemhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present, John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp


B. Executive Session, including status report by Gibson Dunn on Indiana Investigation (8:30-9:30)

C. Utility Merger and Acquisition Update, including Project Granite (Jim Rogers/ Lynn Good/Marc Manly) (9:30-11:00)

BREAK (11:00-11:15)

D. Ohio Standard Service Offer ("SSO") Update (Keith Trent/Jim Turner) (11:15-12:00)

E. Executive Session (Jim Rogers) (12:00-12:30)

• Report of the Audit Committee (Michael Browning)

• Report of the Compensation Committee (Jim Hance)

Report of the Corporate Governance Committee (Ann Gray)

Report of the Finance and Risk Management Committee (Bill Bamet)

Report of the Nuclear Oversight Committee (Jim Rhodes)

#332388

DUKE_NCUC_0 0000022


MATTERS TO BE CONSIDERED AND ACTED UPON:

CONSENT AGENDA Motion Second Vote

Items Recommended from the Corporate Governance Committee:

(1) Approval of Advancement of Expenses Related to Crescent Litigation of Certain Current and Former Emptoyees

Items Recommended from the Finance and Risk Manaaement Committee:

j Notice of Appeal General Item:

(6) Approval of Minutes of Board of Directors' Meetings Held on August 24, 2010; Septembers, 2010; and September20, 2010

Next Scheduled Meetings:

November 4, 2010

Decembers, 2010 Decembers, 2010 Decembers, 2010 December 8, 2010

December 9, 2010

Special Telephonic Audit Committee Meeting (3Q Form 10-Q)

Audit Committee Meeting Compensation Committee Meeting Corporate Governance Committee Meeting Finance and Risk Management Committee Meeting

Duke Energy Corporation Board Meeting

#332368

DUKE NCUC 00000023


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION DULY CALLED, CONVENED AND HELD AT 526 S. CHURCH STREET, CHARLOTTE, NORTH CAROLINA, ON TUESDAY, OCTOBER 26 2010, AT 8:00 A.M.. PURSUANT TO NOTICE


Members Present: James E. Rogers. Chair William Barnet, III G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None Members Absent:

Others Present: Lynn J. Good, Group Executive and Chief Finandal Officer


Wayne A. Schrader, Partner, Gibson Dunn & Crutcher LLP ("Gibson Dunn")

F. Joseph Warin, Partner, Gibson Dunn

Upon being called to order by Ms. Gray, who chaired the session and determined

that a quorum was present, the independent members of the Board of Directors (the

"Board") first met in executive session without any member of management present.

Following the independent director session, Mr. Rogers joined the meeting. He

invited Messrs. Warin and Schrader of the law firm of Gibson Dunn to join as well,

introduced them and asked them to present their tentative findings concerning Privileged

nvileged

Privileged They

DEC 10 28.10 •382929

DUKE NCUC 00000024


Confidential

DEC 10.26,10 f382929

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Confidential

DEC 10.26,10 #382929

DUKE_NCUC_0 000002 6


Confidential

DEC 10.26 10 •382929

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Confidential Confidential jRedacted - Privilege

Redacted - Privilege

Confidential

DEC 10.26.10 0382929

DUKE_NCUC_0 0000028


There being no further business, the meeting of the Board was then adjourned.


Secretary of the_Meeting

DEC 10.26.10 »3S2929

DUKE__NCUC_0000002 9


R-1

Confidential

DEC 10.26.10 #362929

DUKE_NCUC_0 0000030


Confidential

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose of the foregoing resolution.

FURTHER RESOLVED, That all actions heretofore taken by any ofthe proper officers of the Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

DEC 10.26.10 #382929

DUKE_NCUC_0 0000031


R-2

Confidential

DEC 10.26.10 •382929

DUKE_NCUC_0 0000032


R-3

Confidential

10 DEC 10.26. tO #382929

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R-4

Confidential

Notice of Appeal

FURTHER RESOLVED, That the proper officers of the Corporation be. and they hereby are, authorized and directed to negotiate, prepare, execute and deliver one or more Indentures between the Corporation and a trustee selected by such officers, permitting the issuance from time to time of unsecured debt obligations of the Corporation comprising the Notes, in such form as such officers deem necessary and appropriate and in the best interests of the Corporation and its shareholders.

FURTHER RESOLVED, That the proper officers of the Corporation be, and they hereby are, authorized to negotiate, prepare, execute and deliver on behaff of the Corporation, from time to time, one or more indentures supplemental to the above-mentioned Indentures for the purpose of amending the terms and conditions and forms of the Notes to be issued thereunder in such fomi as such officers deem necessary and appropriate and in the best interests of the Corporation and its shareholders.

11 DEC 10.26.10 #382929

DUKE_NCUC_00000034


Confidential

12 DEC 10.26.10 #382936

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Confidential FURTHER RESOLVED, That the proper officers of the Corporation are hereby

authorized to do or cause to be done all such other acts and things (including, without limitation, entering into all such agreements and executing all such other documents) as m their judgment may be necessary or advisable in order to carry out the intent of the foregoing resolutions, and each of them, and that all actions heretofore taken by or at the direction of such officers in connection with the matters contemplated by such resolutions, be and hereby are, in all respects, ratified, confirmed and approved.

DEC 10.26.10 082929

t3

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R-5

Confidential

14 DEC t0 26,1D #382929

DUKE_NCUC_0 0000037


A G E N D A


SPECIAL. IN-PERSON MEETING OF THE BOARD OF DIRECTORS TO BE HELD AT 10:00 A.M. ON FRIDAY, NOVEMBER 19,2010

IN THE TRYON ROOM AT THE WESTIN CHARLOTTE HOTEL CHARLOTTE, NORTH CAROLINA

Directors: Present

James E. Rogers, Chair Secretary William Bamet, III G. Alex Bemhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

A. Situation Overview (Lynn Good) (10:00-10:15)

B. Due Diligence Findings (Lynn Good/Dhiaa Jamil/Marc Manly/Jim Turner/ Jennifer Weber) (10:15-11:45)

BREAK (11:45-12:00)

C. Value Proposition (Lynn Good) (12:00-12:45)

D. Regulatory Approvals and Strategy (Marc Manly/Jim Turner) (12:45-1:50)

• Federal Energy Regulatory Commission • Department of Justice Approval Process • Regulatory Strategy

E. Timeline and Next Steps (Lynn Good/Marc Manly) (1:50-2:00)

#373808

DUKE_NCUC_0 0000039


MINUTES OF A SPECIAL IN-PERSON MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT THE WESTIN CHARLOTTE HOTEL, 601 SOUTH COLLEGE STREET, CHARLOTTE, NORTH CAROLINA, ON FRIDAY, NOVEMBER 19, 2010, AT 10:00 A.M., PURSUANT TO NOTICE


Members Present:

Members Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G. Alex Bemhardt, Sr. Michael G, Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T, Rhodes Philip R. Sharp

None



Marc E. Manly, Group Executive, • Chief Legal Officer and Corporate Secretary

B. Keith Trent, Group Executive and President, Commercial Businesses

James L. Turner, Group Executive; President and Chief Operating Officer, U.S. Franchised Electric and Gas

Jennifer L. Weber, Senior Vice President and Chief Human Resources Officer

lan Connor of JPMorgan Steven A. Rosenblum of Wachtell, Lipton, Rosen & Katz

Mr. Rogers determined that a quorum was present and called the special

meeting of the Duke Energy Corporation (the "Corporation*) Board of Directors (the

"Board") to order. Mr. Manly, the secretary, acted as such and kept the minutes.

DEC 11.19.10 0303033

DUKE NCUC 00000040


Confidential [Notice of Appeal Redacted - Privilege

Redacted • Privilege

Confidential

DEC 11.t9.10 0383033

DUKE_NCUC_0 0000041


Notice of Appeal

Messrs. Turner and Manly then presented on the

Mr. Rogers updated the Board on his conversations with his counterpart at

Platinum, including the meeting with the two of them and their respective lead directors.

At this point, membere of management and the advisors exited the meeting, and

the Board continued in executive session to discuss the potential transaction. Following

their executive session, the Board met with the Chief Executive Officer of Platinum to

discuss a variety of matters, including an extensive discussion of Platinum's nuctear

operations and other issues that had been discussed in the due diligence session, as

well as his view and vision for building long-term success for the combined company,

and "cuitural" issues associated with leadership, leadership style and communications

with relevant stakeholders.

There being no further business of the Board, the meeting was then adjourned.


DEC 11.19 10 #383033


3

DUKE NCUC 00000042


A G E N D A


BOARD OF DIRECTORS MEETING THURSDAY, DECEMBER 9, 2010 - 8:00 AM. TO 12:30 P.M.


Directors: Present

James E. Rogers, Chair Secretary William Bamet, III G. Alex Bemhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

^ I p A. Independent Director Session f8:0O-8:30)

B. Utility Merger and Acquisition Update, including Project Granite (Jim Rogers/ Lynn Good/Marc Manly) (8.30-9:00)

C. Ohio Market Rate Offer (Keith Trent/Julie Janson) (9:00-9:20)

D. Five-Year (2011-2015) Business Plans (Lynn Good/Keith Trent/Dhiaa Jamil) (9:20-11:00)

BREAK (11:00-11:20)

E. China Update (Lynn Good/Keith Trent) (11:20-11:40)

F. Crisis Management (Roberta Bowman) (11:40-12:00)

G. Executive Session (Jim Rogers) (12:00-12:30)

• Report of the Audit Committee (Michael Browning) • Report of the Compensation Committee (Jim Hance) • Report of the Corporate Governance Committee (Ann Gray) • Report of the Finance and Risk Management Committee (Bill Bamet)

#347088

DUKE_NCUC_0 0000043


: * * * * * * • # *-m *

MATTERS TO BE CONSIDERED AND ACTED UPON: Motion Second Vote CONSENT AGENDA

Item Recommended from the Corporate Governance Committee:

(1) Approval of Designation of Director Nominees Approval of Determination of Director Independence Approval of Committee Assignmente and Committee Chairmanships Approval of Determination that the Composition of Audit Committee Satisfies New York Stock Exchange and Securities arid Exchange Commission Requirements Approval of Desighatioh of the Audit Committee Financial Experts Approval of Time and Place for 2011 Annual Meeting of Shareholders and Record D te for Shareholders Entitled to Vote

Item Recommended from the Finance and Risk Manaaement Committee:

(2) (3) (4)

(5) (6)

Notice of Appeal General Items:

(11) Approval of the Appointment of Officers (12) Designation ofthe "Section 16 Officers-and Securities and Exchange Commission

"Executive Officers" (13) Establish 2013 Dates and Locations of Board and Committee Meetings (14) Approval of Minutes of Board of Directors' Meetings Held on October 26,2010,

and November 19, 2010, and of Project Granite Transaction Committee Meeting Held on October 14.2010


February , 2011

February ,2011 February 21, 2011 Febmary 21, 2011 February 21, 2011 February 21, 2011 February 21, 2011

February 22. 2011

Special Corporate Governance Committee Meeting (CEO Evaluation) Special Audit Committee Meeting (Fourth Quarter Earnings Release) Nuclear Oversight Committee Meeting Compensation Committee Meeting Corporate Governance Committee Meeting Finance and Risk Management Committee Meeting Audit Committee Meeting


#347083

DUKE NCUC 00000044


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION. DULY CALLED, CONVENED AND HELD AT 526 S. CHURCH STREET. CHARLOTTE, NORTH CAROLINA, ON THURSDAY, DECEMBER 9,2010. AT 8:00 A.M., PURSUANT TO NOTICE


Members Present

Members Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G.Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None

Roberta B. Bowman, Senior Vice President and Chief Sustainability Officer



Julie S. Janson, President, Duke Energy Ohio and Duke Energy Kentucky

David S. Maltz, Vice President, Legal and Assistant Corporate Secretary


James L. Turner. Group Executive; President and Chief Operating Officer, U.S. Franchised Electric and Gas

Upon being called to order by Ms. Gray, who chaired the session and

determined that a quorum was present, the independent members ofthe Board of

Directors (the "Board") first met in executive session without any member of

management present.

DEC 12.00.10

DUKE NCUC 00000045


•i ! i i i i ,j ! i

j i

Confidential ! i

DEC 1Z09.10 11(390948

DUKE_NCUC_0000004 6


Confidential

DEC 12.09.10 *390WS

DUKE_NCUC_0 0000047


I , • -j

Confidential

DUKE_NCUC_0 0000048


Confidential

DEC 12.09.10 K39094S

DUKE_NCUC_0 0000049


There being no further business, the meeting of the Board was then

adjourned.


Acting Secretary of (fie flJ eating

DEC 12.00.10 #390949

DUKE_NCUC_0 0000050


R-1

WHEREAS, the Corporate Governance Commrttee ofthe Board of Directors of Duke Energy Corporation (the "Corporation") recommends thatthe Board of Directors approve the persons listed below to be designated as director nominees of the Corporation; and

WHEREAS, the Board of Directors ofthe Corporation, having carefully considered the matter, is of the opinion that it would be in the best interests of the Corporation and its shareholders to approve such recommendation.

RESOLVED, That, in accordance with the recommendation ofthe Corporate Governance Committee, the following persons be, and they hereby are, designated as director nominees of the Corporation, to sen/e in accordance with the Certificate of Incorporation and the By-Laws of the Corporation and at the discretion of the Board of Directors and to serve for a temn of one year or until their successors are duly elected and qualified:

William Barnet, III G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes James E. Rogers Philip R. Sharp

FURTHER RESOLVED, That the director nominees be submitted to the shareholders of the Corporation and recommended by this Board of Directors for election as directors and such election be presented for business at the Corporation's 2011 Annual Meeting of Shareholders and included in the Corporation's proxy statement for such meeting.

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fulty into effect the intent and purpose of the foregoing resolutions.

FURTHER RESOLVED, That ail actions heretofore taken by any of the proper officers ofthe Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

DEC 12.09.10 #390949

DUKE_NCUC_0 0000051

DUKE NCUC 0b000051-A

R-2

WHEREAS, the Corporate Governance Committee ofthe Board of Directors of Duke Energy Corporation (the "Corporation") has applied the Director Independence Standards as set forth in Exhibit A to its review of the independence of the directors listed on the document attached hereto as Exhibit B and has determined that such directors are independent under applicable rules and regulations including, without limitation, the standards of independence set forth in the New York Stock Exchange Listed Company Manual (the "NYSE Manual") and in the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

WHEREAS, the Corporate Governance Committee has recommended that the Board of Directors of the Corporation conclude that each of the directors listed on the document attached hereto as Exhibit B is an independent director.


RESOLVED, That, in accordance with the recommendation of the Corporate Governance Commrttee, the Board of Directors of the Corporation, having considered afl personal and business relationships between each of the directors listed on Exhibit B and having found that each such individual has no material relationship that would interfere with his or her independent judgment in carrying out the responsibilities of a director, and on the basis of this determination and after due consideration of (i) the definition of an "independent director" in Section 303A.02 of the NYSE Manual and (ii) the Director Independence Standards, each such director listed on Exhibit B be, and hereby is, determined to be an "independent director" of the Corporation for purposes of Section 303A.02 of the NYSE Manual.

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose ofthe foregoing resolutions.


DEC 12.09.10 #390949

DUKE_NCUC_0 0000052


EXHIBIT A

As part of this affirmative deteimirution, the Beard of Directors adopted the foflowing categorical standards for retaliortships that are deemed not to impair a directors' independence:

Refatiott:ihtp

Notice of Appeal p w £ w : & vVmlom* oi dirfeweitojmtswsaûn few prJGT-s-a^ca. or WiTflptwatiw* yfjreJ3ttt<l io mtxsix levl a&wnfoac kcs. Ixzu D=jk« energy o? ib

received ffiniiTi comfftnsafetp i nw t)u*ta liwxegt* ^ any cwrjwhy tha) vwa-a wtosisNMy »i>t*.-fl £r>ie.njy ei aw at we &f siid) ct)mp<*j«ion, rfuong tweiV*-

T*m t&txiar has flot rwswfid more Jtvan S'JJD.OJX? w fjlfact «m«in«ipo ftftm.

such ccjpêtttsfcn : ot?wf ttWK> ^nti twrntsiRfts *e«t WK} psjma. ; iy c*«r

Sosiês* fiftJas*aftijis Payments for property or services are made between Duko Energy or its sutefdlaries and a company affiliatetT with the director or immediate family member who is a current executive officer of lha affirfated company.

atiiJ^stM «*n>fja^ j-'s ftivtmêrr! ^ trf ife kai Sireo yiew*: aiid .* Rfsaiienship must i?e intfns «3W»e a* Dtitoj SiWf^* b) •

flwfcsisSafy's b^siwsii 8n0 ttn *'«pi':*'!<fi!gj*> lemw..

iorffitjiiKjixaj* ia ouistswi^g JieMe«n DiAo finie^V rttr sybsifiiwici'msd a OTmtJ^y effitatcir wsh the in suy erf ittissl ^.rea 1;sea( ¥*af* ; ^

* Hwirtiomih^ «««J tes ey Jia er<5.jn3 .course'of Ouse s f g y * ij< if* Siiisidfdry'* busirmss and aw's-^togih twms.

dsQ^:<); ' ! m ^ a « ^ ! m ^ member was

poft^wfiyWwijfl^y ^ CVaHfl Sfwgy-s pr«hsnt

tlW or if^rnrt-iista Swijy /mmfcef ftaa not fessn fttr^tawsd witnif J stw jjwt

OiJ>t« 'Siiwgy'a pmiAra H«s^'fve.<ifrK;*ra st.lh» *"»-T» !iTn<i'5«ve;J on that

•rtiiach pijiw Of rt* wto&im*;* h«va an equity

The; bt-AirwiA* irtiisJ. w.iiorta. ;n:tlw. cs*isMy.«twrM DuJoi SfM.-gys «• ;t*

An ?inmetS3ta;feni;iy.ni3mtfar i4a.i s^stoyeo foihte' )?!3m WtSKWSvft cif^W} of* ai*rrj*jfiy (tia? dt)C!i

wNch ' ^ ^w Eraâty cf itai ws»idê».h*v* isrt tqul.iy

•A>r»ij ffttts ftrtfâey 5.fEi*«<a Ouê efttcsf s ofit* SiiiisMffift*?^ t u * * * * s sud fî

The director and immediate family membere together have an ownership interost in a company that does business wtth Duke Energy or its subskfiarles or in ytiich Ouke Energy or Its subsidiaries have an equity interest.

• • ....a:. - = ~- ;\, »rrr DEC IZtM.tO #390949

DDKE NCUC 00000053


Notice of Appeal

jj :i i

10 DEC 12.09.10 #390M9

DUKE_NCUC_0 0000054


EXHIBIT B

Duke Energy Corporation Board - Independent Directors

William Bamet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

11 DEC 12.03.10 #390949

DUKE_NCUC_0 0000055


R-3

RESOLVED, That the Board of Directors of Duke Energy Corporation, pursuant to the recommendation of the Corporate Governance Committee, hereby approves the following committee assignments and committee chairmanships:

DUKE ENERGY CORPORATION Committees ofthe Board of Directors

Effective December 9, 2010

• J

AUDIT COMMITTEE

Michael G. Browning - Chair G. Alex Bernhardt, Sr. John H. Forsgren James T. Rhodes Philip R. Sharp

CORPORATE GOVERNANCE COMMITTEE

Ann M. Gray - Chair Michael G. Browning Daniel R. DiMicco

COMPENSATION COMMITTEE

James H. Hance, Jr. - Chair Daniel R. DiMicco John H. Forsgren Ann M. Gray

FINANCE AND RISK MANAGEMENT COMMITTEE

William Bamet, HI - Chair Michael G. Browning Ann M. Gray James H. Hance, Jr. E. James Reinsch

! -- J

NUCLEAR OVERSIGHT COMMITTEE

James T. Rhodes - Chair William Barnet, III G. Alex Bemhardt, Sr. E. James Reinsch Philip Ri Sharp

FURTHER RESOLVED, That the proper officers ofthe Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose of the foregoing resolution.

FURTHER RESOLVED, That all actions heretofore taken by any of the proper officers of the Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

12 DEC 12.09.10 0390949

DUKE NCUC 00000056


R-4

WHEREAS, the Corporate Governance Committee ofthe Board of Directors of Duke Energy Corporation (the "Corporation""J has previously determined that all members of the Board of Directors of the Corporation are independent as such term is defined in Section 303A.02 ofthe New York Stock Exchange Listed Company Manual (the "NYSE Manual");

WHEREAS, the Securrties and Exchange Commission, pursuant to Section 301 of the Sarbanes-Oxley Act of 2002, requires that a corporation^ audit committee members be independent, as defined in Section 10A(m) of the Securities Exchange Act of 1934, as amended (the "Exchange Act*) and Rule 10A-3(b)(1) promulgated thereunder;

WHEREAS, the NYSE Manual requires that a corporation's audit committee members satisfy the requirements of Sections 303A.06 and 303A.07 of the NYSE Manual and Rule 10A-3(b)(1) ofthe Exchange Act;

WHEREAS, the Corporate Governance Committee has given consideration to all relevant facts and circumstances surrounding any relationships between the members of the Audit Committee of the Corporation and the Corporation;

WHEREAS, the Corporate Governance Committee has recommended that the Board of Directors of the Corporation should conclude that each of the members of the Audit Committee of the Corporation is independent as set forth in Rule 10A-3 of the Exchange Act and Sections 303A.06 and 303A.07 of the NYSE Manual; and

WHEREAS, the Board of Directors of the Corporation, having carefully considered the matter, is of the opinion that it would be in the best interests of the Corporation and its shareholders to approve such recommendation.

RESOLVED, That, in accordance with the recommendation of the Corporate Governance Committee, the Board of Directors of the Corporation having considered all personal and business relationships between each of the members of the Audit Commrttee of the Corporation and having found that each such individual has no material relationship that would interfere with his independent judgment in carrying out the responsibilities of a director and has received no consulting, advisory or other compensatory fee, and on the basis of this determination and after due consideration of the requirements of "independence" with respect to members of the Audit Committee as set forth in Rule 10A-3 of the Exchange Act and Sections 303A.06 and 303A.07 of the NYSE Manual, each such member ofthe Audit Committee of the Corporation be, and hereby is, determined to be an "independent director" of the Corporation for purposes of Sections 303A.06 and 303A.07 ofthe NYSE Manual and Rule 10A-3 ofthe Exchange Act.

13 DEC 12.06.10 #390949

DUKE_NCUC_00000057


FURTHER RESOLVED, That each such member of the Audit Committee of the Corporation be, and hereby is, determined to be financialfy literate pursuant to Section 303A.07 of the NYSE Manual.

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fuffy into effect the intent and purpose of the foregoing resolution.


•. 7

14 DEC 12.09.10 #390949

DUKE_NCUC_0 0000058


R-5

WHEREAS, the Corporate Governance Commrttee of the Board of Directors of Duke Energy Corporation (the "Corporation") has reviewed the qualifications ofthe members of the Audit Committee and has determined that the composition of such committee satisfies the requirements ofthe New York Stock Exchange (the "NYSE") and Securities and Exchange Commission;

WHEREAS, the Corporate Governance Commrttee has reviewed the qualifications of Mr. Michael G. Browning and has determined that Mr. Browning should be designated as an "audit commrttee financial expert";

WHEREAS, the Corporate Governance Committee has recommended that the Board of Directors approve such designation; and

WHEREAS, the Board of Directors ofthe Corporation, having carefully considered the matter, is of the opinion that it would be in the best interests ofthe Corporation and its shareholders to approve such recommendation.

RESOLVED, That, in accordance with the recommendation ofthe Corporate Governance Committee, the Board of Directors ofthe Corporation has determined that Mr. Browning be, and he hereby .is, designated as an "audit.committee financial expert" as such term is defined in Item 401(h) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose of the foregoing resolution.


15 DEC 12.09.10 #390949

DUKE_NCUC_0 0000059


RS

WHEREAS, the Corporate Governance Committee ofthe Board of Directors of Duke Energy Corporation (the "Corporation") recommends that the Board of Directors approve the fixing of the date and time of the 2011 Annual Meeting of Shareholders of Duke Energy Corporation as May 5, 2011, at 10:00 a.m. and fixing the place of said meeting as the O. J. Miller Auditorium in the Energy Center, 528 South Church Street, Charlotte, North Carolina;

WHEREAS, the Corporate Governance Committee of the Board of Directors of the Corporation further recommends fixing the record date for determination of shareholders entitled to notice of and to vote at such annual meeting at the close of business on March 10, 2011; and

WHEREAS, the Board of Directors ofthe Corporation, having carefully considered the matter, is of the opinion that it would be in the best Interests of the Corporation and its shareholders to approve such recommendations.

RESOLVED, That, in accordance with the recommendations of the Corporate Governance Commrttee and pursuant to the By-Laws of the Corporation, the Board of Directors hereby fixes the date and time of the Annual Meeting of Shareholders of Corporation as May 5, 2011, at 10:00 a.m. and hereby fixes the place of said meeting as the O. J. Miller Auditorium in the Energy Center, 526 South Church Street, Charlotte, North Carolina.

FURTHER RESOLVED, That pursuant to the By-Laws of the Corporation, the Board of Directors hereby declares that holders of record of the shares of all common stock of the Corporation at the close of business on March 10, 2011, shall be entitled to notice of and to vote at such annual meeting in accordance with the law and the applicable provisions of the Articles of Incorporation of the Corporation, as amended.

FURTHER RESOLVED, That the Corporate Secretary hereby is authorized to file the proxy statement in connection with such meeting with the Securities and Exchange Commission and directed to make distribution of such proxy material, including notice of such meeting, to all shareholders ofthe Corporation in accordance with the By-Laws of the Corporation and as required by law.

FURTHER RESOLVED, That the proper officers of the Corporation hereby are authorized to take such additional actions as shall be necessary or desirable to carry out the intent ofthe foregoing resolutions, including delegation of authority to the Corporate Secretary the ability to revise the meeting time, the meeting place and/or the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders of the Corporation as he may determine necessary tn his best judgment and in the best interests ofthe Corporation and its shareholders.

16 DEC 12.09.10 #390949

n

DUKE_NCUC_000000 60



17 DEC 12.09.10 #390949



R-7

WHEREAS, the Finance and Risk Management of the Board of Directors of Duke Energy Corporation (the "Corporation") recommends that the preliminary 2011 financing plan underlying the 2011 business plan be approved substantially in the fomi as presented to the meeting; and

WHEREAS, the Board of Directors of the Corporation, having carefully considered the matter, deems it advisable and in the best interests of the Corporation and its shareholders to approve the preliminary 2011 finandal plan underlying the 2011 business plan as recommended by the Finance and Risk Management Committee.

RESOLVED, That the preliminary 2011 financing plan underlying the 2011 business plan be, and the same hereby is, approved, in the form presented to this meeting of the Board of Directors of Duke Energy Corporation (the "Corporation") with such changes in the amounts and types of securities to be issued by the Corporation and each respective subsidiary as may be deemed proper and in the best interests of the Corporation by the officers of the Corporation carrying out such financing plan pursuant to their delegated authority, subject to (i) the overall limitation that the total amount of financing carried out under the approval shall not exceed the total amount set forth in the plan, unless approved in accordance with the relevant internal controls policies, and (ii) the Corporations' Finance and Risk Management Committee review of non-traditional or highly structured products before the Corporation engages in such activity.

FURTHER RESOLVED, That the request to, from time to time, refinance existing debt to achieve economic savings is approved, provided, such refinancing is deemed proper and in the best interests of the Corporation and its shareholders by the officers of the Corporation, and does not materially alter the existing structure or nature ofthe debt.

FURTHER RESOLVED, Ttiat the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose of the foregoing resolutions.

FURTHER RESOLVED, That all actions heretofore taken by any of the proper officers ofthe Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

18 DEC 12.09.10 #390949



R-8

Confidential

19 DEC 12.09 JO #390949



R-9

Confidential

•i

20 DEC 12.09.10 #390949

DUKE_NCUC_0 0000064


R-10

Confidential

DEC 12.0S.)0 9390949



Confidential

DEC 12.09.10 #390949

DUKE_NCUC_0 0000066


R-11

RESOLVED, That, pursuant to the By-Laws of Duke Energy Corporation (the "Corporation"), the persons whose names are set forth below be, and they hereby are, duly appointed to the offices of the Corporation set forth below opposite his or her name, to serve at the pleasure of this Board of Directors of the Corporation until its next annual organizational meeting and until their respective successors shall be duly appointed and shall qualify, or until any such person's eariier resignation, removal or termination of employment.

FURTHER RESOLVED, That officers previously appointed to existing offices in the Corporation that are not set forth below opposite their names are hereby removed from such office.

Executive Officer Grouo

President and Chief Executive Officer James E. Rogers

Group Executive and Chief Financial Officer Lynn J. Good Group Executive, Chief Generation Officer and Chief Nuclear Officer Dhiaa M. Jamil Group Executive, Chief Lefjal Officer and Corporate Secretary Marc E. Manly Group Executive and President, Commercial Businesses B. Keith Trent Group Executive; President and Chief Operating Officer, U.S. Franchised Electric and Gas

James L. Turner

Senbr Vice President, Investor Relations and Treasurer Stephen G. De May Senior Vice President and Controller Steven K. Young

Officer Group

President, Office of Nuclear Development Ellen T. Ruff

Senior Vice President and Chief Sustainability Offlcer Roberta B. Bowman Senior Vice President, Audit Services and Chief Ethics and Compliance Officer Jeffery G. Browning Senior Vice President, Tax Keith G. Butler Senior Vice President, Financial Planninp and Analysts Myron L Caldwell Senior Vice President and Chief Customer Officer Gianna M. Manes Senior Vice President and Chief Technology Offlcer David W. Mohler Senior Vice President and Chief Information Officer A. R. Muilinax Senior Vice President. Supply Chain and Chief Procurement Officer Ronald R. Reising Senior Vice President, Federal Government and Reflulatory Affairs William F. Tyndall Senior Vice President and Chief Human Resources Officer Jennifer L. Weber

Vice President Merpers and Acquisitions Richard B. Bates Vice President Global Risk Manaqement and Insurance and Chief Risk Officer Swati V. Daji Vice President Legal and Assistant Corporate Secretary David S. Maltz Vice President, Federal Policy and Government Affairs Beverly K Marshall Vice President Leaal and Assistant Corporate Secretary Robert J. Ringel Vice President Energy Efficiency Theodore E. Schultz Vice President, Environmental, Health and Safety Policy John L StoweH

DEC 12.09.10 #390949

23

DUKE NCUC 00000067


Assistant Treasurer Michael A. Carrick Assistant Treasurer Donna T. Council Assistant Corporate Secretary Richard G. Beach Assistant Corporate Secretary Sue C. Harrington Assistant Corporate Secretary Robert T. Lucas III

FURTHER RESOLVED, That the proper officers of the Corporation be. and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose of the foregoing resolutions.


f . !

24 DEC 12.09.10 #390949

DUKE NCUC 00000068


R-12

Confidential

25 DEC 12.09.10 0390949



R-13

Confidential

26 DEC 12.09.10 #390949

DURE_NCUC_0 0000070


Ifill w

Mm-

..-mo.

A G E N D A


SPECIAL IN-PERSON MEETING OF THE BOARD OF DIRECTORS TO BE HELD AT 11:00 A.M. ON WEDNESDAY, JANUARY 5,2011

IN THE TRYON ROOM AT THE WESTIN CHARLOTTE HOTEL CHARLOTTE, NORTH CAROLINA

DlaNn Number: ' Redacted-PersonalJnfo j

Conferee Code;

Directors: Present James E. Rogers, Chair Secretary William Bamet, III G. Alex Bernhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco _ _ _ Others Present. John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch _ _ _ James T. Rhodes :

Philip R. Sharp

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

A. Situation Overview (Lynn Good) (11:00-11:15)

B. Due Diligence Update (Lynn Good/Dhiaa Jamil/Marc Manly/Jennifer Weber) (11:15-11:45)

C. Regulatory Approvals and Strategy (Marc Manly) (11:45-12:15)

BREAK (12:15-12:30)

D. Value Proposition (Lynn Good) (12:30-1:15)

E. Advisor Fairness Financial Analyses (1:15-2:15) • J.P. Morgan Securities L.L.C. • Bank of America Merrill Lynch

BREAK (2:15-2:30)

F. Merger Agreement (Marc Manly) (2:30-3:45)

G. Timeline and Next Steps (Lynn Good/Marc Manly) (3:45-4:00)

#386971

DUKE_NCUC_00000071


MINUTES OF A SPECIAL IN-PERSON MEETING OF I ^ 0 A R D 0 F D'ACTORS OF DUKE ENERGY S ? , F ! P r 2 l

R A T I O N ' A DELAWARE CORPORATION DULY CALLED, CONVENED AND HELD AT THE WESTIN CHARLOTTE HOTEL. 601 SOUTH COLLEGE STREET ? A ^ L £ ! r r E ' N O R T H CAROLINA, ON WEDNESDAY ' M N U A R Y S ^ O I I . A T i r O O A M , PURSUANTTO NOTICE


Members Present: James E. Rogers, Chair

Members Absent:

Others Present

William Bamet III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. (via teleconference) E. James Reinsch James T. Rhodes Philip R. Sharp

None

Richard B. Bates, Vice President, Mergers and Acquisitions


Dhiaa M. Jamil, Group Executive, Chief Generation - - Officer and Chief Nuclear Officer

David S. Mate, Vice President, Legal and Assistant Corporate Secretary



Jennifer L, Weber, Senior Vice President and Chief Human Resources Officer

James R. Elliott 111, Managing Director and Global Head of M&A, J.P. Morgan Securities LLC ("JPM")

lan C. Connor, Managing Director, JPM Laurie Coben, Managing Director and Co-Head of

Global Energy & Power, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")

Brant M. Meleski, Managing Director, Merrill Lynch Steven A. Rosenblum, Partner, Wachtell Lipton

Rosen & Katz ("Wachtell")

DEC 01.05.11

DUKE NCUC 00000072


Confidential Confldenllal

Privileged

Confidential

Redacted - Privilege DEC 01:05.1 r

DUKE NCUC 00000073


Confidential

DEC 01.03.11

DUKE NCUC 00000074


Confidential

Confidential .Privileged...;

DEC 01 OS 11 #39642*

DUKE_NCUC_0 0000075


Mr. Rogers then asked Ms. Good to discuss the timeline and next steps in the

process. Among other matters, she indicated that the Platinum Board would be meeting

on Friday. January 7. and that the Corporation would (Ike to schedule a telephonic

Board call on Saturday, January 8, to recommend a final exchange ratio for the

transaction, to have the banking consultants provide their fairness opinions based on

that ratio and their final analyses, and to ask the Board to consider a vote for approval

of the transaction.

There being no further business ofthe Board, the meeting was then adjourned.



DEC 01.05.11 «3S642S

DUKE NCUC 00000076



SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING SATURDAY, JANUARY 8,2011 -12:00 P.M. T01:00 P.M.

ln-Hous9 Participants to maet tn CEO Con ferenco Room

526 South Church Street, Charlotte, North Carolina

Diat-in Number L_ * 5 ^ ! ! ^ i ^ 5 2 ™ ! i ! ! ^ _ Conferee C o c t e f ^ i - ™ ]

Directors: Present

James E. Rogers, Chair Secretary^ William Bamet, III G. Alex Bemhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present. John H. Forsgren . Ann M. Gray . . — James H. Hance, Jr.

^ E. James Reinsch S i l l James T. Rhodes

Philip R. Sharp

MATTER TO BE CONSIDERED AND ACTED UPON: Motion Second Vote

CONSENT AGENDA

(1) Approval of Project Granite

#389470

DUKE_NCUC_0 0000077


MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON SATURDAY, JANUARY 8 2011, AT 12:00 NOON, PURSUANTTO NOTICE '


Members Present James E. Rogers, Chair William Barnet, III G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Members Absent.

Others Present: None




James R. Elliott III, Managing Director and Global Head of M&A, J.P. Morgan Securities LLC ("JPM')

lan C. Connor, Managing Director, JPM Laurie Coben, Managing Director and Co-Head of

Global Energy & Power, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")

Steven A. Baronoff, Chairman of Global Mergers and Acquisitions, Merrill Lynch

Steven A. Rosenblum, Partner, Wachtell, Lipton, Rosen & Katz ("Wachtell")

Nancy B. Greenbaum, Counsel, Wachtell

Mr. Rogers, having confirmed that all members ofthe Board of Directors (the

"Board") were present called the meeting to order. Mr. Rogers then asked Mr. Rosenblum

to review with the Board the duties of the directors in connection with their consideration of

DEC 01.06.11 #395068

DUKE NCUC 00000078


Confidential Confidential

Confidential

Confidential DEC 01.08.11 #395066

DUKE NCUC 00000079


Confidential

DEC 01.08.11

DUKE NCUC 00000080


Confidential

DEC 01 M l 1

DUKE NCUC 00000081


Confidential

DEC (M.M.11

DUKE NCUC 00000082


Confidential

oeing no further business, the meeting was then adjourned.

Respectfully submitted.

Secretary of the Meeting T

DEC 01.08.11

DUKE NCUC 00000083


R-1

Confidential

DEC 01.08.11 £585068

DUKE_NCUC_0 0000084


Confidential

DEC 01 .Ofl. 11 •395068

DUKE_NCUC_00000085


Confidential

DUKE_NCUC_0 0000088


Confidential

12 DEC 01.08.11

nesoss

DUKE_NCUC_0 0000089


NYSE Listing Mattel

Confidential

DUKE_NCUC_0 0000090


Confidential

DUKE_NCUC_0 0000091


Confidential

15 DEC 0108.11 #306068

DUKE_NCUC_0 0000092


Confidential

OEC 01.08.11 1 ® #385068

DUKE_NCUC_0 0000093


Confidential

17 DEC 01.0S.11 #395088

DUKE_NCUC_0 0000094


DUKE_NCUC_0 0000095


A G E N D A


BOARD OF DIRECTORS MEETING TUESDAY, FEBRUARY 22, 2011 - 8:00 AM. TO 12:30 P.M.


Directors: Present

James E. Rogers, Chair Secretary William Bamet, ill G. Alex Bemhardt, Sr. Counsel.: Michael G. Browning Daniel R, DiMicco Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp ;

* * * * * * * * * * » * * * * * * # * * * * * * # * * * * * * * * * * * * * * » * * * * * * * * * « * * * * * * * *

A. Independent Director Session f8:00-8:30)

B. Executive Session (Jim Rogers) (8:30-9:30) • Discussion of Chairman, President and CEO Evaluation

C. Financial Report (Lynn Good) (9:30-10:00) • Review of the 2010 Form 10-K • January Financial Results • 2011 Operating Plan Discussion

BREAK (10:00-10:10)

D. Merger Integration Update (Lynn Good/Marc Manly/A.R. Mullinax) (10:10-10:50)

E. Edwardsport Update (Doug Esamann/Marc Manly/Rick Haviland) (10:50-11:30)

F. Commercial Businesses Report (Keith Trent) (11:30-11:45)

G. Litigation/Investigations Report (Marc Manly) (11:45-12:00)

H. Executive Session (Jim Rogers) (12:00-12:30)

• Report of the Audit Committee (Michael Browning) • Report of the Compensation Committee (Jim Hance) • Report of the Corporate Governance Committee (Ann Gray)

• Board Self-Assessment Questionnaire Results i m > • Report of the Finance and Risk Management Committee (Bill Bamet) 111 • Report of the Nuctear Oversight Commrttee (Jim Rhodes)

0355656

DUKE_NCUC_0 0000096


* * * * * * * * *

MATTERS TO BE CONSIDERED • P ' AND ACTED UPON: Motion Second Vote

CONSENT AGENDA

Items Recommended from the Audit Committee: (1) Approval of Inclusion of the Year-End 2010 Consolidated Financial Statements,

Selected Notes to the Financial Statements and Significant Accounting Issues and Management's Discussion and Analysis of Financial Condition and Results of Operations in the Corporation's 2010 Form 10-K

(2) Approval of Deloitte & Touche LLP as Independent Accountant for 2011 and Shareholder Ratification of Such Selection

(3) Approval of the Amended and Restated Audit Committee Charter

Item Recommended from the Compensation Committee: (4) Approval of Future Say-on-Pay Votes on an Annual Basis (5) Approval of Compensation Pursuant to Say-on-Pay Vote

Items Recommended from the Finance and Risk Mananenrmnt CnrnmittAA-

Notice of Appeal jj^.!?,!?^.n!f?lg.f?jg.4Mm t h e Nuclear Oversight Committee:

Notice of Appeal General Items: (10) Approval of the 2011 Operating Plan (11) Approval of Filing the 2010 Annual Report on Form 10-K (12) Designation of the "Section 18 Officers'* and Securities and Exchange Commission

"Executive Officers" (13) Approval of Minutes of Board of Directors' Meetings Held on December 9, 2010;

January 5, 2011; and January 8,2011


March _, 2011 Compensation Committee (teleconference - proxy statement) May 2011 Audit Committee (teleconference - earnings) May 4,2011 Nuclear Oversight Committee Meeting May 4,2011 Compensation Committee Meeting May 4, 2011 Corporate Governance Committee Meeting May 4, 2011 Finance and Risk Management Committee Meeting May 4,2011 Audit Committee Meeting ^ May 5, 2011 Duke Energy Corporation Board Meeting/Annual Shareholder Meeting l|Jk> !

#355856

DUKE_NCUC_0 0000097


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT 526 S. CHURCH STREET, CHARLOTTE, NORTH CAROLINA, ON TUESDAY, FEBRUARY 22, 2011, AT 8:00 A.M., PURSUANT TO NOTICE


Members Present:

Members Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G. Alex Bernhardt Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None

Douglas F. Esamann, President, Duke Energy Indiana Lynn J. Good, Group Executive and

Chief Financial Officer Richard W. Haviland. Senior Vice President, Construction

and Major Projects Dhiaa M. Jamil, Group Executive. Chief Generation

Officer and Chief Nuctear Officer Marc E. Manly, Group Executive, Chief Legal Officer

and Corporate Secretary A. R. Mullinax, Senior Vice President and

Chief Information Officer B. Keith Trent, Group Executive and President,

Commercial Businesses Jennifer L. Weber, Group Executive, Human

Resources and Corporate Relations Steven K. young, Senior Vice President and Controller

Upon being called to order by Ms. Gray, who chaired the session and determined

that a quorum was present, the independent members of the Duke Energy Corporation

(the 'Corporation") Board of Directors (the "Board") first convened in executive session

to discuss a variety of matters. Following that executive session, Mr. Rogers entered

DEC 02.22.11 •411288

DUKE NCUC 00000098


Confidential

Confidential Pnvtisgeci

'PnvlEeQGfd Esamann discusser Privjfeaed

DEC 03^2.11 #411288

DUKE NCUC 00000099


Privileged

Confidential Confidential

Privileged

Piivileged

Confidential

! i

DEC 02.22.11 M l 1288



Confidential

\ I LJ

DEC 02.22.11 M112&8

DUKE_NCUC_0 0000101


Confidential

DEC 02.22.11 *411283

DUKE_NCUC_0 0000102


Notice of Appeal

Notice of Appeal

Wrth respect to the remaining items on the Consent Agenda, on motion by

Mr. Drowning, seconded by Mr. Hance, Items 11 and 12 on the Consent Agenda were

unanimously approved by the Board.

There being no further business, the meeting was adjourned.



DEC 02.22.11 M l 1280

DUKE_NCUC_0 0000103


R-1

WHEREAS, the Audit Commrttee of the Board of Directors of Duke Energy Corporation (the "Corporation") has reviewed the consolidated financial statements, selected notes to the financial statements and significant accounting issues and Management's Discussion and Analysis of Financial Condftion and Results of Operations in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 Form 10-K"), and has recommended including this infonnation in the Corporation's 2010 Form 10-K; and

WHEREAS, the Board of Directors ofthe Corporation, having carefully considered the matter, is of the opinion that it would be in the best interests of the Corporation and Hs shareholders to approve such recommendation.

RESOLVED, That the Board of Directors of the Corporation, pursuant to the recommendation of the Audit Committee, hereby approves the inclusion of the consolidated financial statements, selected notes to the financial statements and significant accounting issues and Management's Discussion and Analysis of Financial Condition and Results of Operations in the Corporation's 2010 Form 10-K.

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose ofthe foregoing resolution.

FURTHER RESOLVED, That ail actions heretofore taken by any of the proper officers of the Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

DEC 02.22.11 #411268

DUKE_NCUC_0 0000104


R-2

Notice of Appeal

DEC 02.22.11 Ml 1268

DUKE_NCUC_0 0000105

DUKE NCUC .00000105-A

R-3

Notice of Appeal

DEC 02.22 11 #411238

DUKE_NCUC_0 0000106


Notice of Appeal

10 DEC 02.22.11 *4112SS

DUKE_NCUC_0 0000107


Notice of Appeal

11 DEC 02-22.11 #411288

DUKE_NCUC_0 0000108

DUKE NCUC 0000010&-A

(—i

i 1

Notice of Appeal

12 DEC 02.22.11 M11288

DUKE_NCUC_0 0000109


Notice of Appeal

13 DEC 02.22.11 #411268

DUKE_NCUC_0 0000110


Notice of Appeal

14 DEC 02.22.11 •411288

DUKE_NCUC_0 0000111


Notice of Appeal

15 DEC 02.2211 #411288

DUKE_NCUC_00000112


Notice of Appeal

J0 DEC 02.22.11 •411268

DUKE_NCUC_0 0000113


R-5

Notice of Appeal ! I

17 DEC 02.22.11 IM11288

DUKE_NCUC_0 0000114


R-6 f

Notice of Appeal f t

L 1

18 DCC 02.22.11 #411286

DUKE_NCUC_0 0000115


R-7

Notice of Appeal

19 DEC 02.22.11 0411236

DUKE_NCUC_0 0000116


Notice of Appeal

20 DEC 02.22.11 (Ml 1288

DUKE_NCUC_0 0000117


R-8

Notice of Appeal

21 DEC 02.22.11 0411288

DUKE_NCUC_0 0000118


R-9

Notice of Appeal

• i ! i ! i /

22 DEC 02.22.11

DUKE_NCUC_0 0000119


R-9

Notice of Appeal

23 DEC 02.22.11 Ml 1288

DUKE_NCUC_0 0000120


R-10 p

Notice of Appeal

24 DEC 02.22.11 Ml 1238

DUKE_NCUC_0 0000121


R-11

Notice of Appeal

25 DEC 02.22.11

DUKE_NCUC_0 0000122


R-12 f".

Notice of Appeal

! 1

26 DEC 02.22.11 M11288



A G E N D A


SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING WEDNESDAY, APRIL 6, 2011 - 8:00 AM. TO 10:00 AM.

In-Houso ParOciptnta to moot In CEO Conference Room

526 South Church Street, Chariotte, North Caroiina

Dial-in Number < Redacted - Personal jnfo Conferee Coiie: ^-T^LT

Directors: Present

James E. Rogers, Chair William Barnet III G. AJex Bemhardt, Sr. Michael G. Browning Daniel R. DjMicco John H. Forsgren Ann M. Gray James H. Hance, Jr.: E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary^

Counsel

Others Present

A. Progress Energy Nuclear Update (Lynn Good/Dhiaa Jamil/ Marc Manly) (8:00-8:30)

B. Line of Credit Established for the Charlotte Host Committee for the Democratic National Convention (Jim Rogers) (8:30-9:00)

C. Ohio Market Rate Offer Update (Keith Trent) (9:00-9:15)

D. Merger Integration Update (Lynn Good/Manc Manly) (9:15-9:30)

E. Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle (IGCC) Project Update (Doug Esamann/Lynn Good/Marc Manly) (9:30-10 00)

#405030

DUKE NCUC 00000124


MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON WEDNESDAY, APRIL 6, 2011, AT 8:00 A.M., PURSUANT TO NOTICE


Members Present:

Members Absent:

Others Present:

James E. Rogers. Chair William Barnet, III G. Alex Bemhardt, Sr. Michael G. Browning John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Daniel R. DiMicco

Douglas F. Esamann, President, Duke Energy Indiana Lynn J. Good, Group Executive and

. Chief Financial Officer Dhiaa M. Jamil, Group Executive, Chief Generation

Officer and Chief Nuclear Officer David S. Maltz, Vice President, Legal and

Assistant Corporate Secretary Marc E. Manly, Group Executive,

Chief Legal Officer and Corporate Secretary B. Keith Trent, Group Executive and President,

Commercial Businesses

Mr. Rogers, having determined that a quorum ofthe Duke Energy Corporation

(the "Corporation") Board of Directors (the "Board") was present, called the meeting to

order. Mr. Manly, the secretary, acted as such and kept the minutes.

Notice of Appeal DEC 04.08.11 #410337

DUKE NCUC 00000125


Confidential

Confidenliaf- Nutfear

Confidential- Nuctesf

Confidential OEC 04 09 11 #410357

DUKE NCUC 00000126


Confidential

Pnysfeged Privileged

Pnv figged" Confidential

Confidential DEC 04.06.11 •410357

DUKE NCUC 00000127


At this point, Messrs. Browning and Hance exited the meeting. Mr. Esamann

finished his presentation and reviewed media and communication pians and other next

steps regarding the IGCC project.

Mr. Rogers reviewed the process for the Charlotte bid fbr the Democratic National

Convention and the Corporation's response to the Democratic National Convention's

requirement for the credit support for the Host Committee, which was key to winning the

bid. He explained the rational for economic development and the impact shown to date on

the city and region. A discussion ensued, and Mr. Rogers responded to questions.

There being no further business, the meeting was then adjourned.


Secretary of the Meeting \

"'1 i

: t

i

DEC(W.06.11 #410357

DUKE_NCUC_0 0000128


A G E N D A

^ DUKE ENERGY CORPORATION

BOARD OF DIRECTORS MEETING THURSDAY, MAY 5, 2011 - 8:00 A.M. TO 12:30 P.M.


Directors; Present

James E. Rogers, Chair _______ Secretary William Bamet, III G. Alex Bernhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr E. James Reinsch James T. Rhodes Philip R. Sharp

ff l l

A. Independent Director Session f8:00-8:30>

B, Merger Integration Update (Lynn Good/Marc Manly/A.R. Mullinax) (8;30-9:45)

ADJOURN FOR ANNUAL MEETING OF SHAREHOLDERS (9:45) RECONVENE FOLLOWING ANNUAL MEETING OF SHAREHOLDERS (11:45)

C. Financial Report (Lynn Good) (11:45-12:00) • March Financial Results

D. Executive Session (Jim Rogers) (12:00-12:30)

• Report of the Audit Committee (Michael Browning)

• Report of the Compensation Committee (Jim Hance)

• Report of the Corporate Governance Committee (Ann Gray)

• Report ofthe Finance and Risk Management Committee (Bill Bamet)

• Report of the Nuclear Oversight Committee (Jim Rhodes)

#371029

DUKE_NCUC_0 0000129



CONSENT AGENDA

Motion Second Vote

Item Recommended from the Compensation Committee:

(1) Approval of Director Compensation

Hems Recommended from the Corporate Governance Committee:

(2) Approval of the Amended and Restated Certificate of Incorporation (3) Ratification of the Date, Time and Place for the Special Meeting of Shareholders and

the Record Date for Shareholders Entitteid to Vote

Items Recommended from the Finance and Risk Management Committee:

Confidential General ttem:

(7) Approval of Minutes of Board of Directors' Meetings Held on February 22, 2011, and April 6, 2011


June 20-21,2011 June 21, 2011

August , 2011 August , 2011

August 22, 2011 August 22, 2011 August 22, 2011 August 22, 2011 August 22, 2011 August 23, 2011

Duke Energy Corporation Board Retreat Finance and Risk Management Committee Meeting

Special Telephonic Audit Committee Meeting (2Q Earnings Release) Special Telephonic Audit Committee Meeting (2Q Form 10-Q)

Nuclear Oversight Committee Meeting Compensation Committee Meeting Corporate Governance Commrttee Meeting Finance and Risk Management Committee Meeting Audit Committee Meeting Duke Energy Corporation Board Meeting

#371029

DUKE NCUC 00000130


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT 526 S. CHURCH STREET, CHARLOTTE, NORTH CAROLINA, ON THURSDAY, MAY 5, 2011, AT8:00A.M. r PURSUANT TO NOTICE


Members Present:

Members Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None



David S. Maitz, Vice President, Legal and Assistant Corporate Secretary


A. R. Mullinax, Senior Vice Presidentand Chief Information Officer

B. Keith Trent, Group Executive and President. Commercial Businesses

Jennifer L. Weber, Group Executive, Human Resources and Corporate Relations

Steven A. Rosenblum of Wachtell, Lipton, Rosen & Katz ("Wachteir)

Confidential #415969

DUKE NCUC 00000131


Confidential




DEC 05.05.11 #415969

DUKE_NCUC_0 0000132


R-1

Confidential

DEC 05.05.11 S415969

DUKE_NCUC_0 0000133


REVIEW AND RECOMMEND APPROVAL OF DIRECTOR COMPENSATION

Each year, Duke Energy reviews the compensation it provides to its non-employee directors to ensure competitiveness with appropriate peer groups. The goal of this analysis is to structure a compensation package that is competitive in the markets where Duke Energy competes for directors and, from time to time, recommend changes for approval by the Board of Directors based on trends in the appropriate competitive market. Attached as Exhibit A is an analysis, prepared by the Compensation Committee's independent compensation consultant, ofthe competitiveness of Duke Energy's Director Compensation Program.

Management recommends that no changes be made to the existing Director Compensation Program at this time, but management recommends a review of the program following the merger with Progress Energy as described below. Following is a summary of the current retainers and meeting fees paid under the Duke Energy Director Compensation Program:

Confidential

Notice of Appeal Confidential

•EC 05.05.11 #415969

DUKE_NCUC_0 0000134


R-2

Confidential

DEC 05.05.11 #415969

DUKE_NCUC_0 0000135


Confidential

DEC C5.05.11 #415969

DUKE_NCUC_0 0000136


Exhibit A

Form of Certificate of Amendment

Confidential

DEC 05.05.11 #415969

DUKE_NCUC_0 0000137


Confidential

DEC 05-05.11 #415969

DUKE_NCUC_0 0000138


R-4

Confidential

DEC 05.05.11 #415969

DUKE_NCUC_0 0000139


R-5

Confidential

10 DEC 05.05 11 #415969

DUKE_NCUC_0 0000140


Confidential

11 DEC 05.05.11 #415969 .

DUKE_NCUC_0 0000141


R-6

Confidential

12 DEC 05.05.11 #415569

DUKE_NCUC_0 0000142


Notice of Appeal

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, to do or cause to be done any and aii such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, guaranties, letters of credit, bonds, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officer(s), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED, That all agreements, instruments, documents and certificates executed and delivered and all other actions taken by, or with the consent or under the direction of, any of the officers of the Corporation in connection with the Transaction Funding prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

13 DEC 05.05.11 #415969

DUKE_NCUC_0 0000143


fcfSS?ssa

Regulatory Bottlenecks

A G E N D A


BOARD OF DIRECTORS MEETING MONDAY, JUNE 20,2011 -11:30 AM. TO TUESDAY, JUNE 21, 2011 - 2:30 P.M.

DOUGLASS ROOM AT THE FOUR SEASONS HOTEL WASHINGTON, DC

Directors: Present

James E. Rogers, Chair Secretary William Bamet, lit G. Alex Bernhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T: Rhodes Philip R; Sharp

Monday. June 20.2011

LUNCH with Guest Speakers - Chairman ofthe Council of Economic Advisers Austan Goolsbee and David Sanger, Chief Washington Correspondent for The New York Times H 1:30-1:30)

A. Merger Update (Lynn Good/Dhiaa Jamil/Marc Manly/A.R. Muilinax) (1:30-2:30) • Update on Timeline and Critical Path Items • Update on Synergies • Status Report of "Day One" Requirements

• Crystal River 3 and Consideration of Post-Announcement Events

Open Board Discussion (2:30-3:00)

BREAK (3:00-3:15) B. Need:to "Remake" U.S. Energy Infrastructure (David Rothkopf, Strategic Consultant)

(3:15-4:00) • Challenge of Aging Energy Infrastructure • Shifts in Supply, Price and Markets • Funding and Likely Trends in an Era of Fiscal Constraints and

#414889 2

DUKE_NCUC_0 0000144


Public Policy Drivers Impacting the new Duke Energy (Jim Rogers/Bill Tyndall) (4:00-5:00) f j f • The Current Status in Washington - what is likely to move in the

remaining 2011-2012 Congressional Session? • Assessment of Key Federal Policy Risks • Assessment of Key Federal Value Drivers • Positioning New Duke Energy to Meet Challenges and Opportunities of

Future Energy Policy

Discussion with Bill Johnson (5:00-6:00)

RECEPTION with Congressional Members from Duke Energy's Service Areas (6:30-7:30)

DINNER with Guest Speaker Dana Perino, Fox Commentator and former Bush White House Press Secretary (7:30)

Reconvene on Tuesday. June 21, 2011

Notice of Appeal Open Board Discussion (10:15-10:45)

BREAK (10:45-11:00)

F. Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle (IGCC) Project Update (Doug Esamann/Marc Manly/Rick Haviland) (11:00-11:45)

LUNCH with Guest Speaker NRC Commissioner William Ostendorff (11:45-1:15)

G. Report ofthe Finance and Risk Management Committee Meeting (Bill Bamet) (1:15-1:30)

H. Roundtable Discussion and Wrap-up (Jim Rogers) (1:30-2:30) HI

#4148892

DUKE_NCUC_0 0000145


* * * * * * * * * * * * *

i l l


CONSENT AGENDA

Motion Second Vote

Items Recommended from the Finance and Risk Manaqement Committee:

Notice of Appeal General Item:

(5) Approval of the Date, Time and Place for the Special Meeting of Shareholders and the Record Date for Shareholders Entitled to Vote

(6) Approval of Minutes of Board of Directors' Meeting Held on May 5, 2011


July 29, 2011 August 5, 2011

August 22, 2011 August 22, 2011 August 22. 2011 August 22. 2011 August 22. 2011

August 23, 2011

Special Telephonic Audit Commrttee Meeting (2Q Earnings Release) Special Telephonic Audit Committee Meeting (2Q Form 10-Q)

Audit Committee Meeting Compensation Committee Meeting Corporate Governance Committee Meeting Finance and Risk Management Committee Meeting Nuclear Oversight Committee Meeting

Duke Energy Corporation Board Meeting/Special Shareholder Meeting

#414889.2

DUKE NCUC 00000146


DUKE_NCUC_0 0000147


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED. CONVENED AND HELD AT THE FOUR SEASONS HOTEL. 2800 PENNSYLVANIA AVENUE NORTHWEST, WASHINGTON, DC ON MONDAY, JUNE 20, 2011. AT 11:30 A.M., THROUGH TUESDAY. JUNE 21,2011, AT 2:30 P.M., PURSUANT TO NOTICE


Members Present:

Members Absent:

Others Present

DEC 05.20-21.11 #422959

James E. Rogers, Chair William Bamet. Ill G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None

Roberta B. Bowman, Senior Vice President and Chief Sustainability Officer

Douglas F Esamann, President, Duke Energy Indiana Lynn J. Good, Group Executive and Chief Finandal Officer Richard W. Haviland, Senior Vice President Construction

and Major Projects Dhiaa M. Jamil, Group Executive, Chief Generation Officer

and Chief Nuclear Officer David S. Maltz, Vice President, Legal and

Assistant Corporate Secretary Marc E. Manly, Group Executive, Chief Legal Officer

and Corporate Secretary A. R. Mullinax, Senior Vice Presidentand

Chief Information Officer B. Keith Trent, Group Executive and President.

Commercial Businesses William F. Tyndall, Senior Vice President, Federal

Government and Regulatory Affairs Jennifer L Weber, Group Executive, Human Resources

and Corporate Relations Steven A. Rosenblum of Wachtell, Lipton, Rosen & Katz

("Wachtell")

1

DUKE NCUC 00000148


Confidential

Confidential

DUKE_NCUC JD 000014 9


Notice of Appeal

) NoUce of Appeal Privileged.

9

Notice of Appeal

Notice of Appeal

DECOS.20-21.11 0422959

DUKE_NCUC_0 0000150


Confidential

DEC 06.20-21.11 #422959

DUKE_NCUC_0 0000151


Confidential Notice of Appeal

Notice of Appeal Privileged

! !

Notice of Appeal

DEC 08.20-21.11 *A77959

DUKE_NCUC_0 0000152



Respectfully submrtted.


DEC 06.20-2Ml #422958

DUKE_NCUC_0 0000153


R-1

Confidential

f t...

DEC 06.20.21.11 #422959

DUKE_NCUC_0 0000154


R-2

Confidential

K i

DEC 06.20-21.11

DUKE_NCUC_0 0000155


E i

WHEREAS, on June 1, 2011, the Corporation's Transaction Review Committee reviewed the Proposed Transaction and recommended approval of the Proposed Transaction conferring on the Group Executive and President, Commercial Businesses authority to review and approve the specific terms and conditions of the Proposed Transaction, subject to the condition that the Corporation's President and Chief Executive Officer review and approve any material changes to the term and conditions of the Proposed Transaction, and on June 6, 2011, the Corporation's President and Chief Executive Officer reviewed and approved the Proposed Transaction;

WHEREAS, in accordance with the Corporation's Approval of Business Transactions Policy, the Transaction Funding cannot be provided without the approval of the Board of Directors of the Corporation; and

WHEREAS, the Board of Directors ofthe Corporation has reviewed the information presented to it in connection with the foregoing recitals and has detennined that it is in the best interests of the Corporation and its shareholders to approve and to provide the Transaction Funding.

RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name of and on behalf of the Corporation, to enter into arrangements for the advancement of funds by the Corporation to Renewables and to effect the Transaction Funding, which may occur directly or indirectly, and by way of loan, capital contribution or any combination thereof and to issue parental guaranties or other instruments to support obligations of Renewables in an amount not to exceed the Transaction Funding.

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, to do or cause to be done any and all such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, guaranties, letters of credit, bonds, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officerfs), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED, That all agreements, instruments, documents and certificates executed and delivered and all other actions taken by, or with the consent or under the direction of, any of the officers of the Corporation in connection with the Transaction Funding prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

DEC 06.20-21.tl "22959

DUKE_NCUC_00000156


R-3

Confidential

10 DEC0e.20-21.1T #42»59

DUKE_NCUC_0 0000157


Notice of Appeal

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name and on behaif of the Corporation, to do or cause to be done any and ail such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, guaranties, letters of credit, bonds, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officer(s), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED, That all agreements, instruments, documents and certificates executed and delivered and all other actions taken by, or with the consent or under the direction of, any ofthe officers of the Corporation in connection with the Transaction Funding prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

DEC 06.20-21.11 *422859

11

DUKE NCUC 00000158


R-4 i i

Confidential H • - ! 1 1

12 DEC 06.20.21. t1 #422960

DUKE_NCUC_0 0000159


Confidential

13 DEC 06.20-21.11

DUKE_NCUC_0 0000160


! J

Confidential

14 DEC 06J0-21.11 #422959

DUKE_NCUC_00000161


Confidential

n

15 DEC 06.2031.11 0422059

DUKE_NCUC_0 0000162


R-5

Notice of Appeal r"

16 DEC 08.2O-21.11 #422959

DUKE_NCUC_0 0000163



BOARD OF DIRECTORS MEETING TUESDAY, AUGUST 23, 2011 - 8:00 AM. T012:30 P.M.


Directors:

James E. Rogers, Chair William Bamet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Present

Secretary^

Counsel

Others Present


B. Merger Integration Update (Lynn Good/Dhiaa Jamil/Marc Manly/A.R. Mullinax) (8:30-9:10)

C. Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle (IGCC) Project Update (Doug Esamann/Marc Manly/Rick Haviland) (9:10-9:30)

D. Financial Report (Lynn Good) (9:30-9:45) • July 31, 2011, Financial Results

ADJOURN FOR SPECIAL MEETING OF SHAREHOLDERS (9:45)

SPECIAL MEETING OF SHAREHOLDERS (10:00-11:15)

RECONVENE FOLLOWING SPECIAL MEETING OF SHAREHOLDERS (11:30)

E. Executive Session with Chief Executive Officer (11:30-12:00)

F. Executive Session (Jim Rogers) (12:00-12:30) • Report of the Audit Committee (Michael Browning) • Report of the Compensation Committee (Jim Hance) • Report of the Corporate Governance Committee (Ann Gray) • Report ofthe Finance and Risk Management Committee (Bill Barnet) • Report of the Nuclear Oversight Committee (Jim Rhodes)

#371169

DUKE NCUC 00000164


* * * * * * * * * * * * *


CONSENT AGENDA

Motion Second Vote

Item Recommended from the Finance and Risk Management Committee:

Notice of Appeal General Item:

(2) Approval of Minutes of Board of Directors' Meeting Held on June 20-21,2011


October 24, 2011 October 24, 2011 October 24, 2011 October 24,2011 October 24, 2011

October 25, 2011

Audit Committee Meeting Compensation Committee Meeting Corporate Governance Committee Meeting Finance and Risk Management Committee Meeting Nuclear Oversight Committee Meeting (Oconee Nuciear Station)


mm-

#371169

DUKE NCUC 00000165


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGV CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT 526 S. CHURCH STREET, CHARLOTTE, NORTH CAROLINA, ON TUESDAY. AUGUST 23, 2011, AT 8:00 A.M., PURSUANT TO NOTICE


Members Present

Members Absent:

Others Present:

James E. Rogers, Chair William Bamet, III G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Foregren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None

Douglas F Esamann, President, Duke Energy Indiana Lynn J. Good, Group Executive and Chief Financial Officer Richard W. HavBand, Senior Vice President, Construction


and Chief Nuclear Officer Marc E. Manly, Group Executive. Chief Legal Officer and

Corporate Secretary - A. R. Mullinax, Senior Vice President and

Chief Information Officer B. Keith Trent. Group Executive and President

Commercial Businesses Jennifer L. Weber. Group Executive. Human Resources

and Corporate Relations

The members of the Duke Energy Corporation (the "Corporation") Board of

Directors (the "Board") first met in executive session. Mr. Rogere determined that a

quorum was present and called the meeting to order.

I DEC 08.23.11 M2«m>

DUKE NCUC 00000166


Confidential

j Confidential j

PfivtJeged

Confidential •EC OS 33.11

DUKE NCUC 00000167


i

Confidential Following the financial presentation, Mr. Man(y and Ms. Good left the meeting,

and the Board continued in executive session tor the reports ofthe committee meetings.

_^ r' ?^e_r?_rai?!.r!?<?_??e I!?6*!."? j ^ J t l ^ i ® ? ^ ? ? - L -Notice p i Appea l !

Notice of Appeal At the conclusion of the committee reports, on motion and second the Board

unanimously approved the minutes of the meeting held on June 20-21,2011.

There being no further business ofthe Board, the meeting was adjourned.

Respectfully submitted, r


I DEC aaL23.ii #4240*0

DUKE NCUC 00000168


R-1

Confidential a m

DECMJS.11 «424S»

DUKE_NCUC_0 0000169


Notice of Appeal

ihou h ^ ^ S ? L N P ) ' T h a t ^ C o f P o r a t i o n and each of its officers be. and £ X ^ f t t ^ 0 " 2 ^ a n d d i r e c t e d ' i n t h 9 n a m e ^ on behatf of the Coloration, ? o . i ^ ^ U 8 e to ^ f " 1 ! ^ a n d a " B u c h o t h e r Q c t e to execute and delive? or cause to be executed and delivered, ail such other agreements, instruments guaranties, tetters of credit, bonds, documents and certificateB (incfuding any and all ammdmente or supplements thereto, modifications, extensiona or waivers thereof or replacements therefor), as such officerfs), upon the advice of counsel for the

n 1 3 f r ' r n a y i e T J 1 ! ? f f a r y " d e s f r o b t e to ^ the Intent and accomplish the purpose of any and all of the foregoing resolutions.

F U R T H E R RESOLVED, That aH agreements, instruments, documents and cerfflkates executed and delivered and afi other actions taken by, or with the consent or under the direction of. any of the officers ofthe Corporation In connection with the Transition Funding prior to the date hereof be, and they hereby are. approved adopted, authorized, ratified and confirmed in afl respects

DEC 06.23 11 M24M0

DUKE NCUC 00000170


A G E N D A


SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING WEDNESDAY, OCTOBER 19, 2011 -4 :00 P.M. TO 5:00 P.M.

In-House Participants to maet in Room 4829 at the Duke Enargy Center

550 South Tryon Street, Chariotte, North Caroiina

Dial-in Number \ Redacted - PersonaTjnfo j Conferee Co(te:j~~ —"--i

Directors: Present

James E. Rogers, Chair William Bamet, III G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M, Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary,

Counsel

Others Present

* * * * * * * * * * * * * * * *

Matter to be Considered and Acted Uoon:

1. Approval of Additional Funding for Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle (IGCC) Project (Doug Esamann/Marc Manly/Rick Haviland)

Motion Second Vote

#425805

DUKE NCUC 00000171


MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION. A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON WEDNESDAY, OCTOBER 19, 2011, AT 4:00 P.M., PURSUANT TO NOTICE


Members Present:

Member Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G. Alex Bernhardt, Sr. Michael G. Browning John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Daniel R, DiMicco

Douglas F Esamann, President, Duke Energy Indiana Lynn J. Good, Group Executive and

Chief Financial Officer Richard W. Haviland; Senior Vice President, Construction

and Major Projects Marc E. Manly, Group Executive,

Chief Legal Officer and Corporate Secretary Steven K. Young, Senior Vice President and Controller



Confidential DEC 10.19,11 #433726

DUKE NCUC 00000172


Confidential




DEC 10.19.11 (•433726

DUKE_NCUC_0 0000173


R-1

Confidential

DEC 10.19.11 #433726

DUKE_NCUC_0 0000174


Confidential WHEREAS, a hearing on this matter will be conducted before the Indiana Utility

Regulatory Commission (IURC) starting October 26, 2011; however, DE Indiana desires to proceed with the Project as planned while pursuing IURC approval for the revised budget;

WHEREAS, on October 19, 2011, the Board of Directors of DE Indiana, while DE Indiana is pursuing IURC approval, authorized the request and the receipt of the 2011 Additional Funding forthe Project; on October 19, 2011, the Corporation's Transaction Review Committee, while DE Indiana is pursuing IURC approval, reviewed and recommended for approval the 2011 Additional Funding for the Project; and on October 19,2011, the President and Chief Executive Officer of the Corporation, while DE Indiana is pursuing IURC approval, approved DE Indiana's request for the 2011 Additiona! Funding for the Project;

WHEREAS, in accordance with the Corporation's Approval of Business Transactions Policy, the Additional Funding for the Project cannot be provided without the approval of the Board of Directors of the Corporation; and

WHEREAS, the Board of Directors ofthe Corporation has evaluated the information presented to it and deems it advisable and in the best interests of the Corporation and its shareholders, if considered necessary and appropriate by the proper officers of the Corporation, to satisfy DE Indiana's request for the 2011 Additional Funding.

Confidential FURTHER RESOLVED, That the Corporation and each of its officers be, and

they hereby are, authorized and directed, in the name and on behatf of the Corporation, and subject to the conditions set forth in these resolutions to do or cause to be done any and all such other acts, and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof or replacements therefor), as such officer(s), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

DEC 10.19.11 £433726

DUKE_NC0C_O 0000175


FURTHER RESOLVED, That all agreements, instruments, documents and certificates executed and delivered and all other actions taken by any ofthe officers of the Corporation in connection with the Project prior to the date hereof, are approved, adopted, authorized, ratified and confirmed in all respects.

DEC 10.19.11 #433726



i J

DUKE_NCUC_0 0000177



BOARD OF DIRECTORS MEETING TUESDAY, OCTOBER 25, 2011 - 8:00 A.M. TO 12:30 P.M.

BOARD ROOM AT THE DUKE ENERGY CENTER CHARLOTTE, NORTH CAROLINA

Directors: Present

James E. Rogers, Chair Secretary William Barnet, III G. Alex Bemhardt, Sr. Counsel -Michael G. Browning Daniel R. DiMicco Others Present, John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch :

James T. Rhodes Philip R. Sharp

Safety Message


B. Executive Session with Chief Executive Officer (8:30-9:30)

C. Merger Integration Update, including Crystal River and Day 1 Items (Lynn Good/Dhiaa Jamil/Marc Manly/A.R. Mullinax) (9:30-10:45)

BREAK (10:45-11:00)

D. Duke Energy Stand-alone Financial Plan Update and New Duke Energy Financial Plan Preview (Lynn Good) (11:00-11:30)

E. Update on Ohio Regulatory Environment (Keith Trent) (11:30-12:00)

F. Executive Session (Jim Rogers) (12:00-12:30) • Report of the Audit Committee (Michael Browning) • Report of the Compensation Committee (Jim Hance) • Report of the Corporate Governance Committee (Ann Gray) • Report of the Finance and Risk Management Committee (Bill Bamet) • Report of the Nuclear Oversight Committee (Jim Rhodes)

0424258

DUKE_NCUC_0 0000178


* * * * * * * * * * * * *

MATTERS TO BE CONSIDERED AND ACTED UPON: Motion Second Vote

CONSENT AGENDA


Notice of Appeal General Items:

(4) Merger-Related Items: Approval of Resizing Board to 18 Directors

/ • Approval of Candidates to Serve as Directors and Determination of Independence

/ • Approval of Designation of Lead Director / • Approval of Formation of Regulatory Policy and Operations Committee

Approval of Amended and Restated Principles for Corporate Governance • Approval of Assumption of Progress Energy Management Change-in-Control

Plan and Supplemental Senior Executive Retirement Plan • Approval of Conversion of Stock Awards and Plans to Reflect the Merger and

Reverse Stock Split Approval of Filing S-8 to Register Shares for Progress Energy, Inc. 401(k) Plans and Other Equity Compensation Plans

/ • Election of President and Chief Executive Officer of Duke Energy Corporation • • Election of Executive Chairman of the Duke Energy Corporation Board of Directors

<5) Approval of Minutes of Board of Directors' Meeting Held on August 23, 2011


November 2, 2011 Special Telephonic Audit Committee Meeting (3Q Earnings and 3Q Form 10-Q)

December 7, 2011 Audit Committee Meeting December 7, 2011 Compensation Committee Meeting December 7, 2011 Corporate Governance Committee Meeting December 7, 2011 Finance and Risk Management Committee Meeting

December 8, 2011 Duke Energy Corporation Board Meeting

•424258

DUKE_NCUC_0 0000179


Confidential

«33785 October 25. 2011

DUKE_NCUC_0 0000180


Notice of Appeal Notice of Appeal <: PRIVILEGED

PRIVILEGED -.

Notice of Appeal

W33785 OdobBf 25. 2011

DUKE_NCUC_0 0000181


Confidential

3433783 Odobei 25, 2011

DUKE_NCUC_0 0000182


Confidential

Notice of Appeal

W33785 October 25. 2011

DUKE_NCUC_0 0000183


Notice of Appeal

At this point, there being no further matters to come before the Board, the

meeting was adjourned.



# 4 3 3 7 8 5 Ociober 25,2011

DUKE_NCUC_0 0000184


R-1

RESOLVED, That the Board of Directors of Duke Energy Corporation (the "Corporation") does hereby declare out of the surplus earnings or net profits of the Corporation, a quarterly cash dividend at the rate of $0.25 per share upon the outstanding shares of common stock of the Corporation, payable in cash on December 16, 2011, to shareholders of record at the close of business on November 18, 2011.

M337B5 October 25. 2011

DUKE_NCUC_0 0000185


1 R-2

WHEREAS, the Board of Directors of Duke Energy Corporation (the "Corporation"), at its duly convened meeting held on February 22,2011, approved the 2011 financing plan underlying the 2011 business plan;

WHEREAS, the Finance and Risk Management Committee of the Board of Directors of the Corporation has recommended that the 2011 financing plan be revised substantially in the form as presented at the meeting; and

WHEREAS, the Board of Directors of the Corporation, having carefully considered the matter, deems it advisable and in the best interests ofthe Corporation and its shareholders that the 2011 financial plan underlying the 2011 business plan be revised as recommended by the Finance and Risk Management Committee.

RESOLVED, That the changes to the 2011 financing plan underlying the 2011 business plan be, and the same hereby are, approved, in the form presented at this meeting of the Board of Directors of the Corporation with such changes in the amounts and types of securrties to be issued by the Corporation and each respective subsidiary as may be deemed proper and in the best interests of the Corporation by the officers of the Corporation carrying out such financing plan pursuant to their delegated authority, subject to (i) the overall limitation that the total amount of financing carried out under the approval shall not exceed the total amount set forth in the plan, unless approved in accordance with the relevant internal controls policies, and (ii) prior Finance and Risk Management Committee review of material transactions using non-traditional or highly structured products.

FURTHER RESOLVED, That the request to, from time to time, refinance existing debt to achieve economic savings is approved, provided, such refinancing is deemed proper and in the best interests of the Corporation and its shareholders by the officers of the Corporation, and does not materially alter the existing structure or nature of the debt.

FURTHER RESOLVED, Thatthe proper officers ofthe Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose ofthe foregoing resolutions.


*4337S5 October 25. 2011

DUKE_NCUC_0 0000186


R-3

Notice of Appeal

Confidential

FURTHER RESOLVED, That the Corporation and each of its officers be, and r-^ they hereby are, authorized and directed, in the name and on behalf of the •; [ Corporation, to do or cause to be done any and all such other acts and to execute : j and deliver, or cause to be executed and delivered, all such other agreements, ; _ )

' M 3 3 7 B 5 October 25, 2011

DUKE_NCUC_00000187


guaranties, letters of credit, bonds, instruments, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officer(s), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED. That all agreements, instruments, documents and certificates executed and delivered and aii other actions taken by any of the officers of the Corporation in connection with the Transaction prior to the date hereof, are approved, adopted, authorized, ratified and confirmed in all respects.

n

"33785 October 25. 2011

DUKE_NCUC_0 0000188


R-4 (Merger-Related Resolutions)

Confidential

10 W 3 3 7 8 5 Ociober 25, 2011

DUKE_NCUC_0 0000189

DUKE NCUC O0000ia9-A


Confidential

11 #433785 Ocjober25.2011

DUKE_NCUC_00000190


WHEREAS, the Corporation's Board, having carefully considered the matter, '~) is of the opinion that it would be in the best interests of the Corporation and its \ shareholders to approve such recommendation. j

RESOLVED, Thatthe Corporation's Board, upon recommendation ofthe Committee, hereby elects the Designees to the Board of Directors, effective as of the Effective Time, with terms expiring at the 2012 Annual Meeting of Shareholders.

RESOLVED, That the Corporation's Board, upon recommendation of the Committee and having considered all personal and business relationships between each of the Designees and the Corporation and having found that each such individual, other than Mr. Johnson, has no material relationship that would interfere with his independent judgment in carrying out the responsibilities of a director, and on the basis of this determination and after due consideration of (i) the definition of an "independent director" in Section 303A.02 of the NYSE Manual and (ii) the Director Independence Standards, all of the Designees, other than Mr. Johnson, be, and they each hereby are, determined to be an "independent director" ofthe Corporation for purposes of Section 303A.02 of the NYSE Manual and as set forth in the Exchange Act.

FURTHER RESOLVED, That the proper officers ofthe Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or j appropriate to carry fully into effect the intent and purpose of the foregoing .• resolutions.

FURTHER RESOLVED, That all actions heretofore taken by any ofthe proper officers ofthe Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

12 M33785 Ociober 25, 2011

DUKE_NCUC_0 0000191


As part of this affirmative determinat'on, the Board of Directors adopted the following categorical standards for relationships that are deemed not to impair a directors' independence:

j Relationftttip R(fîr«rt56Tit* fenmateriaifty of Rclaticotiilp . i

i i

Conf i I i

! !

idential ttipjfTSitM Sest, ffiirri'Oy** Eiw^v ?j« •

fecewea dif-eci spfjrtsaiiaiifmfr. Dtifc* CfiKgy,

'Dijk« Ewt^y al tiK! sack sctfashiJvsatjoo, diifit^j anjf was/e-yfswjirs p«rf6d withifi

;Tfte dirac^f has fii^ received ft?t?f« (han 31S0.iSJa'inii*r»st jxsnfwssaiBjn

pejtsisr! w<3N!yffaiiVi-c<ds!sry*a tD^pttrssaticji f<?r prior ;

^rtivijcn Dyke So^gy « fti SwiKi&aifea erd ii * Pa^mfjot arrsteinis rrEJsi ?we«««fi fiw t;fi«Jier«r$i;0M,fi0Octr 2^<rf

tfv« ji^fabKi £3omsany'a revenues |n any st H* !'a« Pv** EHSJ • RfiititiWwt^j masl ba'inlhe ofdiASfycniirBe 0?pHfce Snsrgy's orils

eob«?f6*r/ii IBJ'SHWSS awJ on *?r.'fi fln iih tenns..

Indabtadneec ts outslandrig between Ouke Energy or its subsidiaries and a company affiliated* whh the director or Immediate family member.

• :)ndsh£«*fo!$*4i amounts awal nas iKOMi<(;if% irf sifJsiateo «(r*f>«fr/s'" apv.ofas fca^ tii?*e Osizii yetyi, wts

•. - KaiSsnstHp TMisI bs'in tte ordinary .oewrw of CuK* Eêtsy1* i;r

iftii ;hf«ej yes^'g.? m w ^ V m vQzsf of anolhcr. 'cGmârivaoy.s* •

Thft ditscfot- .erf i!rfs«*a» tsm^y i;:«fi)ti«( i1* M

invdiich Dyse tnergv its sixbsiifefsa* haw an

"ê'b'tiSi^ftM rriwst .bir dfln* L>> H e' onSinjwy cuurwj irf Ouie Bogy's or. iis

Jiialastss feus:^S3*'*^5 OuHe Eis^gy ar^ts

;L; ttm (R?/r*€*t3 ^ m c o r feds «) eve d8*sts»,s Sxszws, s i * fcutisMsss must t-a iicmir--*5,5^ff33*'-y tc?js» ofpyks.E^wtjy's M st :5U3?Snftisry'*

JM30128 October 25, 2011

J' :

DUKE NCUC 00000192


Confidential

14 # 4 3 3 7 8 5 Odobar 25. 2011

DUKE_NCUC_0 0000193



WHEREAS, on January 8, 2011, Duke Energy Corporation, a Delaware corporation (the "Corporation"); Diamond Acquisition Corporation, a North Carolina corporation and wholly-owned subsidiary of the Corporation ("Merger Sub"); and Progress Energy, Inc., a North Carolina corporation ("Progress"), entered into an Agreement and Plan of Merger (the "Merger Agreement") (all capitalized terms used in these resolutions and not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement); and

WHEREAS, the Merger Agreement contemplates that, effective as of the Effective Time of the Merger, the Corporation is responsible for designating an individual to serve as the lead independent director ofthe Corporation.

RESOLVED, That Ann Maynard Gray be, and she hereby is, appointed, designated and confirmed as Lead Director of the Corporation's Board of Directors (the "Board"1), to sen/e in accordance with the By-Laws of the Corporation and at the discretion of the Board, effective as of the Effective Time of the Merger.

15 1 , 4 3 3 7 8 5 Odober 25.2011

DUKE_NCUC_0 0000194



WHEREAS, on January 8,2011, Duke Energy Corporation, a Delaware corporation (the "Corporation"); Diamond Acquisition Corporation, a North Carolina corporation and wholly-owned subsidiary of the Corporation ("Merger Sub"); and Progress Energy, Inc., a North Carolina corporation ("Progress"), entered into an Agreement and Plan of Merger (the 3Merger Agreement") (all capitalized terms used in these resolutions and not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement);

WHEREAS, the Merger Agreement contemplates that, effective as of the Effective Time of the Merger, the standing committees of the Corporation's Board of Directors (the "Board") will consist of the Corporation's existing standing committees with the addition of a Regulatory Policy and Operations Committee;

WHEREAS, the Corporate Governance Committee (the "Committee") ofthe Corporation's Board, after having carefully considered the matter, recommends the formation of a Regulatory Policy and Operations Committee as an additional standing committee of the Corporation's Board effective as of the Effective Time of the Merger; and

WHEREAS, the Corporation's Board, having carefully considered the matter, is ofthe opinion that it would be in the best interests ofthe Corporation and its shareholders to approve such recommendation.

RESOLVED, That the Corporation's Board, upon recommendation ofthe Committee, hereby authorizes and fomns a Regulatory Policy and Operations Committee of the Board effective as of the Effective Time of the Merger and agrees that the Regulatory Policy and Operations Committee shall have such responsibilities, powers and duties as will be specified in a charter for this committee.

FURTHER RESOLVED, That the proper officers of the Corporation be and they are hereby duly authorized to take or cause to be taken, all such further action as shall be necessary or advisable, including, but not fimited to making disclosures and governmental or other filings, to carry fully into effect the intent and purposes of the foregoing resolution.

FURTHER RESOLVED, That ail actions taken by any of the proper officers of the Corporation in connection with the foregoing resolutions prior to the date hereof, are approved, adopted, authorized, ratified and confirmed in all respects.

16 iM3373S October 25, 2011

DUKE_NCUC_0 0000195



WHEREAS, the Board of Directors (the -Board") of Duke Energy Corporation (the "Corporation"), at its duly convened meeting on February 19, 2009, approved and adopted the Amended and Restated Principles for Corporate Governance (the "Principles"), which had been previously approved on October 25, 2007;

WHEREAS, on January 8, 2011, the Corporation, a Delaware corporation; Diamond Acquisition Corporation, a North Carolina corporation and wholly-owned subsidiary of the Corporation ("Merger Sub"); and Progress Energy, Inc., a North Carolina corporation ("Progress"), entered into an Agreement and Plan of Merger (the "Merger Agreement") (all capitalized terms used in these resolutions and not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement);

WHEREAS, the Merger Agreement contemplates that, prior to the Effective Time of the Merger, the Principles will be amended to provide that the normal retirement date for directors will be the annual shareholder meeting held in the calendar year following the calendar year in which such director reaches the age of 71;

WHEREAS, the Corporate Governance Committee (the "Committee") ofthe Corporation's Board, after having carefully considered the matter, recommends that the Principles be approved and adopted in the form attached hereto as Exhibit A (the "Amended and Restated Principles") effective as of the Effective Time of the Merger; and

WHEREAS, the Corporation's Board deems it advisable and in the best interests of the Corporation and its shareholders that the Amended and Restated Principles be approved.

RESOLVED, That the Corporation's Board, pursuant to the recommendation of the Committee, hereby deems that the Amended and Restated Principles be, and hereby is, approved substantially in the form as set forth in Exhibit A attached hereto effective as of the Effective Time ofthe Merger.

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose of the foregoing resolutions.

FURTHER RESOLVED, That all actions taken by, or with the consent or under the direction of, any ofthe officers of the Corporation in connection wfth the foregoing resolutions prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

17 **33785 Caabet 25.2011

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PRINCIPLES FOR CORPORATE GOVERNANCE

(Amended and Restated as of f January 1. 2012 or effective with meraerp

An effective Board will positively influence shareholder value and enhance the reputation of Duke Energy Corporation (the "Company") as a constructive resource in the communities where it does business. Good governance practices will provide a framework for timely responses to issues affecting the Company and thereby maximize the effectiveness ofthe Board. The Board of Directors of the Company adopts these Principles for Corporate Governance to signal its strong commitment to good corporate governance practices.

Principles for Corporate Governance

1. Responsibilities of Directors

• The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be In the best interests of the Company and its shareholders. In discharging that obligation, directors are entitled to rely on the honesty and integrity ofthe Company's senior executives and its outside advisors and auditors.

H • A director is expected to spend the time and effort necessary to property i j

discharge his or her responsibilities.

• A director is expected to regularly attend meetings ofthe Board and committees on which the director serves and be adequately prepared to participate fully in any discussion.

• A director should at all times discharge his or her responsibiitties with the highest standards of ethical conduct, in conformity with applicable laws and regulations, and act solely in the best interest ofthe Company's shareholders.

• The directors are entitled to have the Company purchase reasonable D&O liability insurance on their behalf; to receive the benefits of indemnification to the fullest extent permitted by law and the Company's charter, bylaws and any indemnification agreements; and to benefit from exculpation as provided by state law and the Company's charter.

2. Director Nominations

• The Corporate Governance Committee will have the primary responsibility for - - i nominating candidates for election to the Board.

—J

18 # 4 3 3 7 8 5 October 25.2011

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• Nominees wiil be leaders in their field, have broad experience, show familiarity with national and international issues, possess sound business judgment, and have other attributes that will enhance shareholder value.

• The Board will seek acting or former executive officers of complex businesses, leading academics, successful entrepreneurs and individuals who will add diversity to the Board.

• The Board will possess certain experiences and core competencies that are identified as essential to the success of the Company.

• Each Director or Director nominee also should:

- Possess fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness.

- Have a genuine interest in the Corporation and a recognition that, as a member ofthe Board, one is accountable to the shareholders ofthe Corporation, not to any particular interest group.

- Have, as a general rule, a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted. global business organization.

- Be the present or former Chief Executive Officer, Chief Operating Officer, or substantially equivalent level executive officer of a highly complex organization such as a corporation, university or major unit of government, or a professional who regularly advises such organizations.

- Have no irreconcilable conflict of interest or legal impediment which would interfere with the duty of loyalty owed to the Corporation and its shareholders. (Review with the CEO, Chairman ofthe Board or Chairman of the Corporate Governance Committee any relationships of the Director or Director nominee with competitors, suppliers, customers or service providers to the Corporation, which might be construed as an irreconcilable conflict of interest).

- Have the ability and be willing to spend the time required to function effectively as a Director.

- Be compatible and able to work well with other Directors and executives in a team effort with a view to a long-term relationship with the Corporation as a Director.

19 1 , 4 3 3 7 8 5 October 25, 2011

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- Have independent opinions and be willing to state them in a constructive manner.

- Be a shareholder of the Corporation (within a reasonable time of election to the Board).

Directors will be selected on the basis of talent and experience without regard to race, religion, sex or national origin. The Corporation seeks a Board with a diversity of background among its members and a Board that wil! possess certain core competencies.

The following procedure is recommended whenever a vacancy occurs on the Board or the Board wishes to add to its membership. First, potential candidates are identified through the efforts of an external search organization or otherwise. Next, the Chairman of the Board or the Chairman ofthe Corporate Governance Committee shall make initial exploratory contacts with the potential candidates. Then, an opportunity shal! be arranged for the members of the Corporate Governance Committee or as many as can do so to meet the potential candidates. The Corporate Governance Committee shall then select a candidate to recommend to the Board of Directors for consideration and appointment. Board members appointed in this manner shall serve, absent unusual circumstances, until their election by the Corporation's shareholders at the next annual meeting of 1 shareholders of the Corporation. ' j

The Committee will evaluate a director candidate recommended by a shareholder in the same manner and to the same extent as it evaluates director candidates identified by other means.

3. Voting for Directors

• tn an uncontested election of directors, any nominee who receives a greater number of votes "withheld" from his or her election than votes Tor* his or her election will, within five days following the certification of the shareholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Corporate Governance Committee. As used herein, an "uncontested election of directors" is an election in which the number of nominees is not greater than the number of Board seats open for election.

• The Corporate Governance Committee will consider such tendered resignation and, promptly following the date of the shareholders' meeting at which the election occurred, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the Corporate Governance Committee will : i consider all factors deemed relevant by the members of the Corporate Governance Committee including, without limitation, the stated reason or reasons why shareholders who cast "withhold" votes for the director did so,

20 * 4 3 3 7 8 5 October 25. 2011

DUKE JSICUC_0 0000199


the quaftfications of the director (including, for example, the impact the director's resignation would have on the Company's compliance with the requirements ofthe Securities and Exchange Commission, the New York Stock Exchange and these Principles for Corporate Governance), and whether the director's resignation from the Board would be in the best interests ofthe Company and its shareholders.

The Corporate Governance Committee aiso will consider a range of possible alternatives concerning the director's tendered resignation as members ofthe Committee deem appropriate including, without limitation, acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Corporate Governance Committee to have substantially resulted in the "withheld" votes.

The Board will take formal action on the Corporate Governance Committee's recommendation no later than 90 days following the date ofthe shareholders* meeting at which the election occurred. In considering the Corporate Governance Committee's recommendation, the Board will consider the information, factors and alternatives considered by the Corporate Governance Committee and such additional information, factors and attematives as the Board deems relevant.

Following the Board's decision on the Corporate Governance Committee's recommendation, the Company will promptly disclose, in a Form 8-K filed with the Securities and Exchange Commission, the Board's decision, together with a full explanation ofthe process by which the decision was made and, if applicable, the Board's reason or reasons for rejecting the tendered resignation.

No director who, in accordance with this policy, is required to tender his or her resignation, shaft participate in the Corporate Governance Committee's deliberations or recommendation, or in the Board's deliberations or determination, with respect to accepting or rejecting his or her resignation as a director. If a majority of the members of the Corporate Governance Committee received a greater number of votes "withheld" from their election than votes "for" their election, then the independent directors then serving on the Board who received a greater number of votes "for- their election than votes "withheld" from their election will appoint an ad hoc Board committee from amongst themselves (the "Ad Hoc Commrttee"), consisting of such number of directors as they may determine to be appropriate, solely for the purpose of considering and making a recommendation to the Board with respect to the tendered resignations, The Ad Hoc Committee shalf serve in place of the Corporate Governance Committee and perform the Corporate Governance Committee's duties for the purposes of this policy. Notwithstanding the foregoing, if an Ad Hoc Committee would have been

21 #433785 October 25,2011

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created but fewer than three directors would be eligible to serve on it (including in circumstances where the entire Board receives a greater number of votes "withheld" from their election than votes "for" their election", the entire Board (other than the directors whose resignation is being considered) will make the determination to accept or reject the tendered resignation without any recommendation from the Corporate Governance Committee and without the creation of an Ad Hoc Committee.

4. Director Orientation

• New directors will receive a comprehensive package of orientation materials.

• Senior managers and other appropriate personnel and outside advisors will brief new directors on the Company and the industry, including the Company's strategic plans, intemai control procedures, compliance programs, code of ethics and related policies, management and internal and independent auditors.

• Directors will be encouraged to take advantage of field visits to Company facilities.

5. Combination of Chairman and Chief Executive Officer

• The positions of Chairman of the Board and Chief Executive Officer may be held by the same individual.

6. Lead Director

• Unless an independent director is filling the role of Chairman of the Board, the Board wiil elect a Lead Director, from among the independent members of the Board, who will serve as a liaison between the Board, the Chairman of the Board and the Chief Executive Officer. The Lead Director will have the following specific duties and responsibilities, among others:

- Lead, in conjunction with the Corporate Governance Committee, the process for review ofthe Chief Executive Officer and Board.

- Preside at all meetings ofthe Board at which the Chairman of the Board is not present, including executive sessions ofthe outside members of the Board, and apprise the Chairman of the Board of the issues considered, as appropriate.

- In the event of the death or incapacity of the Chairman of the Board or in other situations where it is not possible or appropriate for the Chairman to assume leadership of the Board, become the acting Chairman of the Board until such time as a Chairman of the Board shall have been selected.

22 tf*53785 October 25, 2011

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..J

- Assist the Chairman of the Board and the Chief Executive Officer in setting agendas and schedules of Board meetings.

- Review and approve agendas and schedules of Board meetings, including advising on quality, quantity and timeliness of information.

- CaH meetings of the outside members of the Board when necessary and appropriate.

- Be available for consultation and direct communication with the Company's major shareholders.

• The name ofthe Lead Director shall be disclosed in the Compan/s proxy statement for the annual meeting of shareholders, together with a method for interested parties to communicate directly with the Lead Director or with the non-management directors as a group.

7. Size ofthe Board

• Smaller boards tend to be more effective.

• Due to the size of the Company and the advantages of experience and perspective from legacy companies, the optimal size of the board is believed to be between fourteen and eighteen directors.

8. Frequency of Meetings

• The Board will meet as frequently as required to attend to the business of the Company.

• Regular meetings will be supplemented by teleconference meetings as required.

9. Independence of Directors

• Independent directors will constitute a substantial majority of the Board.

• The Corporate Governance Committee will confirm that the composition of relevant committees conforms to applicable director independence requirements.

10. Service on Other Boards

• Interlocking directorships will only be allowed in conformance with applicable laws and regulations.

• Current directors will notify the Chairman of the Board v/hen considering a request for service on another board, and the Corporate Governance

23 #413785 October 25.2011

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Committee will discuss potential conflicts of interest and whether the service would interfere with such director's ability to properly discharge his or her duties.

• Outside members of the Board will serve on no more than four other public company Boards without the prior approval of the Board.

• Neither the CEO nor the Executive Chainnan may serve on any other company Boards, other than not-for-profit organizations, without the prior approval of the Board.

11. Directors Whose Responsibilities Change

• A director whose occupational responsibilities change will, as a matter of course, submit a letter of resignation, except where the duties changed as a result of normal retirement.

• The Corporate Governance Committee will review letters of resignation to determine whether a resignation should bo accepted.

12. Term Limits

• Limits will not be imposed on the terms of directors.

13. Retirement Age

• The normal retirement date will be the annual meeting held in the calendar year following the calendar year in which such director reaches the age of 71.

14. Director Compensation / Share Ownership

• Director compensation and benefits will be competitive, reasonable and customary in comparison to companies that are similarly situated.

• The Board, upon the recommendation of the Compensation Committee, will approve director compensation and benefits.

• Stock ownership guidelines will require directors to have a financial stake in the Company.

15. Assessing the Board's Performance

• The Corporate Governance Committee will annually assess the Board's performance.

• The Corporate Governance Committee is responsible for coordinating the annual self-assessments of the individual directors.

24 0433785 October 25,2011

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;"""] • The Corporate Governance Committee wili address any issues concerning the performance of an individual director.

• Directors are encouraged to make suggestions as to Board practices.

16. Board Interaction with Institutional Investors, Press, Customers

• The Chief Executive Officer has primary responsibility for communications with various stakeholders.

• Board members who meet with stakeholders should first coordinate with management.

17. Board Access to Management

• Board members have complete access to management.

• The Board welcomes the exposure of top managers to the Board.

18. Selection of Agenda Items for Board Meetings

• The Chief Executive Officer and the Chairman of the Board with the assistance of management and the Lead Director will establish the agenda for Board meetings.

; - J • Board members are free to suggest agenda items.

• The Board annually reviews long-term strategic plans and reviews strategic updates.

• The Board annually reviews operating plans and specific goals at the beginning of the year and financial performance periodically.

19. Board Materials Distributed In Advance

• The Board will be fully informed of major proposals.

• Materials will be distributed approximately one week prior to each Board meeting.

• Materials will be brief but thorough.

• The Secretary will discuss adequacy of materials with Board members periodically.

20. Board Presentations

• Presentation materials shall be provided in advance of meetings.

25 * 4 3 3 7 8 5 OctoDer 25, 2011

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23. Frequency and Length of Committee Meetings

• The committee chair wiil determine the frequency and length of meetings,

• Committee actions will be reported to the full Board.

• All directors are free to attend any committee meetings but may be excluded by the committee as the committee deems appropriate in order to carry out its responsibilities.

24. Evaluation of the Chief Executive Officer

• Directors are encouraged to comment to the Chief Executive Officer, the Chairman of the Board or the Chairman of the Corporate Governance Committee upon the performance of the Chief Executive Officer when circumstances warrant.

• The Corporate Governance Committee will conduct annually a formal evaluation of the Chief Executive Officer and will consider factors such as individual perfomiance, the extent to which measures related to enterprise challenges are successfully achieved, the feedback of directors and the advice of outside experts when recommending changes to the Compensation Committee which shall establish the compensation of the Chief Executive Officer.

26 #433735 October 25. 2011

I

• Sensitive matters may be discussed without written materials. j

• Board members will review fully all materials and will be prepared for crisp and focused discussion on management proposals.

21. Number of Committees

• The committees shal! indude Audit, Compensation, Corporate Governance, Finance and Risk Management, Regulatory Policy and Operations, and Nuclear Oversight.

• Each committee will have a formal statement of responsibilities in the form of a charter complying with all applicable laws, rules and regulations.

22. Assignment and Rotation of Committee Members

• The Corporate Governance Committee will recommend to the Board the assignment of Board members to committees.

• The rotation of committee memberships will be encouraged, but not mandated.

DUKE_NCUC_0 0000205


25. Succeesion Planning and Development Plan

• The Chairman of the Board and/or the Chief Executive Officer will review management succession plans at least annually with the Board of Directors.

• The Board will recommend Chief Executive Officer succession plans at feast annually.

• The Board will seek to assure that the status of organizational strengths is equal to requirements of long-range goals.

26. Periodic Review

• The Corporate Governance Committee will review the Principles for Corporate Governance periodically and wiil make recommendations to the Board as appropriate.

27. Executive Sessions

• The outside members of the Board will hold regular meetings without management.

• The Lead Director will preside over executive sessions ofthe Board.

28. Continuing Education

• Directors are encouraged to take advantage of continuing education opportunities that will enhance their ability to fulfill their responsibilities.

27 < M 3 3 7 a 5 October 25, 2011

DUKE_NCUC_0 00 002 06



WHEREAS, the Board of Directors (the "Board") of Duke Energy Corporation, a Delaware corporation (the "Company'), has previously approved an Agreement and Plan of Merger, dated as of January 8, 2011 (the "Merger Agreement"), by and among the Company, Diamond Acquisition Corporation and Progress Energy, Inc. ("Progress Energy"), pursuant to which Diamond Acquisition Corporation, a wholly owned subsidiary of the Company, shall merge with and into Progress Energy and Progress Energy shall become a wholly owned subsidiary ofthe Company;

WHEREAS, Progress Energy maintains the Progress Energy, Inc. Management Change-in-Control Plan (the "Progress Energy CIC Plan") and the Amended and Restated Supplemental Senior Executive Retirement Plan of Progress Energy, Inc (the "Progress Energy SERP");

WHEREAS, the Company Is required, pursuant to Section 5.07(d) and Section 5.07(f) ofthe Merger Agreement, to assume, as ofthe Effective Time (as defined in the Merger Agreement), all obligations under the Progress Energy CIC Plan and the Progress Energy SERP; and

WHEREAS, the Compensation Committee ofthe Company's Board ofDirectors (the "Committee") has recommended, and the Board deems it appropriate to approve, the following resolutions to facilitate the foregoing matters.

RESOLVED. That the Company hereby assumes, as of the Effective Time, all obligations under the Progress Energy CiC Plan and the Progress Energy SERP.

FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized to execute and deliver all documents and to perform all actions necessary to carry fully into effect the intent and purposes of the foregoing resolutions.

FURTHER RESOLVED, That all acts and things heretofore done by any director, officer, employee or agent of the Company, on or priorto the date ofthe adoption of these resolutions, in connection with the transactions contemplated by these resolutions be, and the same hereby are, in all respects ratified, confirmed, approved and adopted as acts on behalf of the Company.

28 #133785 October 25. 2011

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WHEREAS, the Board of Directors (the "Board") of Duke Energy Corporation, a Delaware corporation (the "Compan/), has previously approved an Agreement and Plan of Merger, dated as of January 8, 2011 (the "Merger Agreement"), by and among the Company, Diamond Acquisition Corporation and Progress Energy, Inc. ("Progress Energ/), pursuant to which Diamond Acquisition Corporation, a wholly owned subsidiary ofthe Company, shall merge with and into Progress Energy and Progress Energy shall become a wholly owned subsidiary of the Company;

WHEREAS, Progress Energy and its affiliates maintain various equity incentive programs (collectively, the "Progress Energy Stock Plans') under which awards are denominated in shares of common stock of Progress Energy, no par value ("Progress Energy Common Stock");

• WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Progress Energy Stock Plans will be assumed as of the Effective Time (as defined in the Merger Agreement) and awards held underthe Progress Energy Stock Plans immediately prior to the Effective Time will be assumed and converted as ofthe Effective Time into awards denominated in shares of common stock ofthe Company, par value $0,001 per share ("Duke Stock") based on the Exchange Ratio (as defined in the Merger Agreement and adjusted for the 1-for-3 reverse stock split), as contemplated by the Merger Agreement and the Progress Energy Stock Plans, with the number of Progress Adjusted Restricted Stock Units (as defined in the Merger Agreement), pursuant to each outstanding award, to be rounded up to the nearest whole share and the number of Progress Adjusted Performance Shares (as defined in the Merger Agreement) and Other Progress Adjusted Equity Awards (as defined in the Merger Agreement) or other share equivalents measured based on Progress Energy Common Stock held in share-based (rather than unitized) stock funds, pursuant to each outstanding award or Progress Employee Benefit Plan (as defined in the Merger Agreement), to be rounded up to the nearest thousandth of a share;

Confidential

29 #433785 October 25.2011

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1 I

Confidential

30 /M337a5 Ociober 25.2011

DUKE_NCUC_00000209


Notice of Appeal

Confidential FURTHER RESOLVED, That the proper officera of the Company be, and they

hereby are, authorized to execute and deliver all documents and to perform all actions necessary to carry fully into effect the intent and purposes of the foregoing resolutions.

FURTHER RESOLVED, That all acts and things heretofore done by any director, officer, employee or agent of the Company, on or prior to the date of the adaption of these resolutions, in connection with the transactions contemplated by these resolutions be, and the same hereby are, in all respects ratified, confirmed, approved and adopted as acts on behalf of the Company.

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Confidential

n '. i

E

LJ 32

#433785 October 25, 2011

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Confidential

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Confidential

34 #433785 October 25.2011

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Confidential

• }

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Confidential

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J I I

Confidential

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n i

I i LJ

Confidential

J 38

DEC 10.25.11 #433785

DUKE_NCUC_00000217



BOARD OF DIRECTORS MEETING THURSDAY, DECEMBER 8, 2011 - 8:00 A.M. TO 12:30 P.M.

BOARD ROOM AT THE DUKE ENERGY CENTER CHARLOTTE, NORTH CAROUNA

Directors: Present

James E. Rogers, Chair William Bamet, III G. Alex Bemhardt, Sr. Michael G: Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

V.

Secretary,

Counsel Others Present

Confidential

#424361

DUKE NCUC 00000218


***********

MATTERS TO BE CONSIDERED AND ACTED UPON: CONSENT AGENDA

Motion Second Vote

Item Recommended from the Corporate Governance Committee:

(1) Approval of Amended and Restated Stock Ownership Guidelines (2) Approval of Designation of Director Nominees (3) Approval of Determination of Director Independence (4) Approval of Determination that the Composition of Audit Committee Satisfies

New York Stock Exchange and Securities and Exchange Commission Requirements (5) Approval of Designation ofthe Audit Committee Financial Experts (6) Approval of Date, Time and Place for 2012 Annual Meeting of Shareholders and

Record Date for Shareholders Entitled to Vote

Item Recommended from the Finance and Risk Manaqement Committee:

Confidential General Items:

(12) Approval ofthe Appointment of Officers (13) Designation ofthe "Section 16 Officers" and Securities and Exchange Commission

"Executive Officers" (14) Approval of Delegation of Authority to the Audit Committee to Approve the Filing of

the Corporation's 2011 Annual Report on Fonn 10-K (15) Approval of Minutes of Board of Directors' Meetings Held on October 19, 2011, and

October 25,2011 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *


February 13, 2012

Febmary , 2012

February 27, 2011 February 27. 2011 February 27, 2012 February 27, 2011 February 27, 2012 February 27, 2012

February 28, 2012

Special Corporate Governance Committee Meeting (CEO Evaluation) Spec ia l A u d i t C o m m i t t e e M e e t i n g (Fourth Quarter Earnings Release and Form 10-K) Nuclear Oversight Committee Meeting Corporate Governance Committee Meeting Regulatory Policy and Operations Audit Committee Meeting Finance and Risk Management Committee Meeting Compensation Committee Meeting


iM24961

DUKE NCUC 00000219


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT 550 SOUTH TRYON STREET, CHARLOTTE, NORTH CAROLINA, ON THURSDAY, DECEMBER 8, 2011, AT 8:00 A.M., PURSUANT TO NOTICE


Members Present

Member Absent:

Others Present:

James E. Rogers, Chair William Barnet. Ill G. Alex Bernhardt, Sr. Michael G. Browning (via teleconference) Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director E. James Reinsch James T. Rhodes Philip R. Sharp

James H. Hance, Jr.

Douglas F Esamann, President, Duke Energy Indiana






Patricia D. Galloway, Chief Executive Officer, Pegasus-Global Holdings Inc.

Randall L. Speck, Partner, Kaye Scholer LLP

After determining that a quorum was present, the Duke Energy Corporation

(the "Corporation") Board of Directors (the "Board") first met in executive session

without Mr. Rogers or other members of management to discuss a variety of

matters.

DEC 12.08.11 1*437687

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Mr. Rogers joined the meeting, and the directors continued their

discussions in executive session.

Notice of Appeal

Notice of Appeal

i i i i i i i i i .Privileged

Notice of Appeal Notice of Appeal Privileged

Notice of Appeal

Notice of Appeal

DEC 12.0S.11 #437687

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Confidential

DEC 12.08.11 #437867

DUKE_NCUC_00000222


Notice of Appeal

• E C 12.03.11 #437687

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Notice of Appeal

DEC 12.09.11 #437637

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Confidential n i i

u

DEC 12.08.11 lH3768r

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Notice of Appeal There being no further matters of business, the meeting ofthe Board of

Directors was then adjourned.


Secretary ofthe Meeting

DEC 12.06.11 #437557

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R-1

WHEREAS, the Board of Directors (the "Board") of Duke Energy Corporation (the "Corporation"), at its duly convened meeting on August 26.2008, approved and adopted the Stock Ownership Guidelines Policy to be effective as of January 1, 2009;

WHEREAS, on January 8, 2011, the Corporation, a Delaware corporation; Diamond Acquisition Corporation, a North Carolina corporation and wholly-owned subsidiary of the Corporation ("Merger Sub"): and Progress Energy. Inc., a North Carolina corporation ("Progress'), entered into an Agreement and Plan of Merger (the "Merger Agreement") (all capitalized terms used in these resolutions and not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement);

WHEREAS, the Corporate Governance Committee (the "Committee") ofthe Corporation's Board, after having carefully considered the matter, recommends thatthe Stock Ownership Guidelines Policy be approved and adopted in the form attached hereto as Exhibit A (the "Amended and Restated Stock Ownership Guidelines Policy"), effective as of the Effective Time of the Merger; and

WHEREAS, the Corporation's Board deems it advisable and in the best interests of the Corporation and its sharehplders that the Amended and Restated Stock Ownership Guidelines Policy be approved.

RESOLVED, That the Corporation's Board, pursuant to the recommendation of the Commrttee, hereby deems that the Amended and Restated Stock Ownership Guidelines Policy be, and hereby is, approved substantially in the form as set forth in Exhibit A attached hereto, effective as of the Effective Time of the Merger.

FURTHER RESOLVED, That the proper officers ofthe Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may detemnine necessary, desirable or appropriate to carry fully into effect the intent and purpose of the foregoing resolutions.

FURTHER RESOLVED, That ail actions taken by, or with the consent or under the direction of. any of the officers of the Corporation in connection with the foregoing resolutions prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

DEC 12.08.11 #437687

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Confidential

10



R-2

5 J WHEREAS, the Corporate Governance Committee ofthe Board of Directors of Duke Energy Corporation (the "Corporation") recommends that the Board of Directors approve the persons listed below to be designated as director nominees of the Corporation; and


RESOLVED, That, in accordance with the recommendation of the Corporate Governance Committee, the following persons be, and they hereby are, designated as director nominees ofthe Corporation, to serve in accordance with the Certificate of Incorporation and the By-Laws of the Corporation and at the discretion ofthe Board of Directors and to serve for a term of one year or until their successors are duly elected and qualified:

William Barnet, III G. Alex Bernhardt, Sr. Michael G. Browning

f ' l Daniel R. DiMicco ] John H. Forsgren

' Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes James E. Rogers Philip R. Sharp

FURTHER RESOLVED, That the director nominees be submitted to the shareholders of the Corporation and recommended by this Board of Directors for election as directors and such election be presented for business at the Corporation's 2012 Annual Meeting of Shareholders and included in the Corporation's proxy statement for such meeting.

FURTHER RESOLVED, That the proper officers ofthe Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully-into effect the intent and purpose of the foregoing resolutions.

FURTHER RESOLVED, That all actions heretofore taken by any ofthe ; proper officers of the Corporation in connection with the foregoing resolutions are

i_J hereby approved, adopted, authorized, ratified and confirmed in all respects.

DEC 12.06.11 #437687

11

DUKE_NCUC_0 0000230


R-3

WHEREAS, the Corporate Governance Committee ofthe Board of Directors of Duke Energy Corporation (the "Corporation") has applied the Director Independence Standards as set forth in Exhibit A to its review of the independence ofthe directors listed on the document attached hereto as Exhibit B and has determined that such directors are independent under applicable rules and regulations including, without limitation, the standards of independence set forth in the New York Stock Exchange Listed Company Manual (the "NYSE Manual") and in the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

WHEREAS, the Corporate Governance Committee has recommended that the Board of Directors ofthe Corporation conclude that each ofthe directors listed on the document attached hereto as Exhibit B is an independent director.

WHEREAS, the Board of Directors ofthe Corporation, having carefully considered the matter, is of the opinion that it would be in the best interests ofthe Corporation and its shareholders to approve such recommendation.

RESOLVED, That, in accordance with the recommendation ofthe Corporate Governance Committee, the Board of Directors of the Corporation, having considered all personal and business relationships between each of the directors listed on Exhibit B and having found that each such individual has no material relationship that would interfere with his or her independent judgment in carrying out the responsibilities of a director, and on the basis of this determination and after due consideration of (i) the definition of an "independent director" in Section 303A.02 of the NYSE Manual and (ii) the Director Independence Standards has determined each such director listed on Exhibit B to be, and hereby is, an "independent director" ofthe Corporation for purposes of Section 303A.02 of the NYSE Manual.

FURTHER RESOLVED, That the proper officers ofthe Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose ofthe foregoing resolutions.


DEC 12.08.11 #437687

12

DUKE_NCUC_0 0000231


EXHIBIT A

As part of this affirmative determination, the Boarti of Directors adopted the foitowing categorical standanJs tor relationships that are deemed nol to impair a directors' independence:

Notice of Appeal prior sfsrviwt, or aWaf fiftnine'Tsatton ip&s&t&i lo *ffl!CJijr.af)d wnuTsllw* faos ??em tS«h» Eosf^ »'

•The.vWipensstion ear-not &e contjngcrt in any way sn'C8nifcwrds«nr£» :.

Tft* dfeector of i'nmedi/tte' fanHy. jfteit^je?'

ariy 'fxripBrfy Sial vsiis i) sitbsitiiarv ?f DiA(! ErtiMfiS' at (htt. tinvc rwr-^ ctKniWnstition, dunnj) aiiy

y^vs i t s d s i r ^ a ribt iccE&ttd tmPT. than $ i ^ ; £ ^ ! r t d S ^ ( i i r t ^ « « « i c r : . tem f M t s Eoufijy'. or snf wmpsny that w*5 ^trakfiary ^ " M ^ &?*i3¥ * ! i'fce'iaiH! of ti^nptmsaiaKVbihftr than dinscter asd ccmrriiitwi fees and Pension or j i i W tefirs dâfred convwtfTSiiSo^.tcir pficr êrvjen,.

Payments for property or services are mode between Duke Energy or its subsidiaries and a company affiltated* wilh the director or immediate family member who is a current executive officer of the affiliated company.

• pajfm*^ teSyxitfi iiMfAiKA exwod tii*'gT*a|9V <t-5i,G%$$C& Q{ ?% Ut t}*st sfSSflktf: ?x>wpitfl'f& m^ri^ms w'tiny ^* f»st ihrp* yfta^s, and

» St la l fc i f ^ ip ^•lâlt tm i t i i l ie iML'jKttfy ci3u*3* af DiAa ErtetgyTs m (is

Indebtedness is outstanding between Duke Energy or Its subsidiaries and a company affiliated* wtth the director or immediate family member.

» l«?s«fcit«ft«aa snssunta jmrct no*.flj(rt(EKJ £%'oi )he •aifH^teti'sortipa.Ty's

, • ?ifltets>f»ship m-x-t ba in the ordsnary z o w m of Dt Bmrz /a »r its «ift>sidfeiy's.bu*}ns»* sjsd<* a i w V i w g t h tswis.:

The director or Immediate family member waa employed as an executive officer of another company where any of Duke Energy's present executive officers at the same time served on that company's compansation committee.

7tHj Pireitor or imiMMSieie i v r t y i r^fr ibw H»s r-.w b?»r, csopfcêd yjithai' t-iu tost Jfsrwi «SBJII,C5 •«? o*ec«ews c t ^ r t r f A ^ w r w r n p i w i ' wheee awicrf Syfes E i^g^-s Ffas»Tt ftsecafeaa o ! ? * * * * t safflit time s«ved w t t r a t

The director or Immediate family member is a nonmanagement director of a company (hat does business with Duke Energy or its subsidiaries or in which Duke Energy or its subsidiaries have an equity Interest.

The t;t3a:ntrt*; n & i i fc* dtirt* jtitt ortfei^ry *ai36iiai» ftf Oo*-* Kner^ 'a Cf '-tfi » v i ifeEaryî nusif • and on. *t?i*'i>'i!Ksjt!i .ttfttrtt.

An immediate tamity member ie an employee (other than an executive officer) of a company that does business with Duke Energy or Its subsuJiaries or In which Duke Energy or its subsidiaries have an equity interest.

f? ihs ?(i£r.0ij*3^' fcw^'raamtx-riivBS iet t ^ ' ^ rôrs 'hC 'H i t t : the -&(j55nflt_t rrv,j>.ii. as dDJsair*' lifdirâ-'y is iani i 'jt'Owte S ^ r g y a 'w •'its *ufc*;ci!8fyV

The director and immediate family members together have an ownership interest in a company lhat does business wtth Duke Energy or ita subsidiaries or in which DuKe Energy or its subsidiaries have an equity interest.

l . . . l l , . ca : . j , ' i , o« . ) . i— i . , , - , - . : ; — . , ; . ; . . „ .

CA?sei*l;)p intee;:! irnwt fc« th*n 10% <K[ 3ir;;ii(ttf;f tsacripsny.

#437667 13

DUKE NCUC 00000232


Notice of Appeal

DEC 12.08.11 #437667

14

DUKE_NCUC_00000233


EXHIBIT B

Duke Enerqv Corporation Board - Independent Directors

William Barnet, III G. AJex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

15 DEC 12.08.11 #437567

DUKE_NCUC_0 0000234


R-4

WHEREAS, the Corporate Governance Committee of the Board of Directors of Duke Energy Corporation (the 'Corporation") has previously determined that all members of the Board of Directors of the Corporation are independent as such term is defined in Section 303A.02 of the New York Stock Exchange Listed Company Manual (the "NYSE Manual");

WHEREAS, the Securities and Exchange Commission, pursuant to Section 301 of the Sarbanes-Oxley Act of 2002, requires that a corporation's audit committee members be independent, as defined in Section 10A(m) ofthe Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10A-3(b)(1) promulgated thereunder;

WHEREAS, the NYSE Manual requires that a corporation's audit committee members satisfy the requirements of Sections 303A.06 and 303A.07 of the NYSE Manual and Rule 10A-3(b)(1) of the Exchange Act;

WHEREAS, the Corporate Governance Committee has given consideration to all relevant facts and circumstances surrounding any relationships between the members of the Audit Committee of the Corporation and the Corporation;

WHEREAS, the Corporate Governance Committee has recommended that the Board of Directors of the Corporation should conclude that each of the members of the Audit Committee of the Corporation is independent as set forth in Rule 10A-3 of the Exchange Act and Sections 303A.06 and 303A.07 of the NYSE Manual; and


RESOLVED, That, in accordance with the recommendation of the Corporate Governance Committee, the Board of Directors of the Corporation having considered all personal and business relationships between each of the members of the Audit Committee of the Corporation and having found that each such individual has no material relationship that would interfere with his independent judgment in carrying out the responsibilities of a director and has received no consulting, advisory or other compensatory fee, and on the basis of this determination and after due consideration of the requirements of "independence" with respect to members of the Audit Committee as set forth in Rule 10A-3 ofthe Exchange Act and Sections 303A.06 and 303A.07 ofthe NYSE Manual, has determined each such member of the Audit Committee of the Corporation to be, and hereby is, an "independent director" ofthe Corporation for purposes of Sections 303A.06 and 303A.07 of the NYSE Manual and Rule 10A-3 of the Exchange Act.

16 DEC 1 Z.OB. 11 #437687

DUKE_NCUC_0 0000235


FURTHER RESOLVED, That each such member of the Audit Committee of the Corporation be, and hereby is, determined to be financially literate pursuant to Section 303A.07 ofthe NYSE Manual.

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the Intent and purpose of the foregoing resolution.


. J

17 DEC 12.08.11 #437687

DUKE_NCUC_0 0000236


R-5

WHEREAS, the Corporate Governance Committee ofthe Board of Directors of Duke Energy Corporation (the "Corporation") has reviewed the qualifications ofthe members of the Audit Committee and has determined that the composition of such committee satisfies the requirements of the New York Stock Exchange (the "NYSE") and Securities and Exchange Commission;

WHEREAS, the Corporate Governance Committee has reviewed the qualifications of Mr. Michael G. Browning and has determined that Mr. Browning should be designated as an "audit committee financial expert";

WHEREAS, the Corporate Governance Committee has recommended that the Board of Directors approve such designation; and

WHEREAS, the Board of Directors of the Corporation, having carefully considered the matter, is ofthe opinion that it would be in the best interests of the Corporation and its shareholders to approve such recommendation.

RESOLVED, That, in accordance with the recommendation of the Corporate Governance Committee, the Board of Directors of the Corporation has determined that Mr. Browning be, and he hereby Is, designated as an "audit committee financial expert" as such term is defined in Item 407(d) of Regulation S-K under the Securrties Exchange Act of 1934, as amended.



18 DEC 12.08.11 1H37B87

DUKE_NCUC_0 0000237


R-6

WHEREAS, the Corporate Governance Committee of the Board of Directors of Duke Energy Corporation (the "Corporation") recommends that the Board of Directors approve the fixing of the date and time ofthe 2012 Annual Meeting of Shareholders of Duke Energy Corporation as May 3, 2012, at 10:00 a.m. and fixing the place of said meeting as the O. J. Miller Auditorium in the Energy Center, 526 South Church Street, Charlotte, North Carolina;

WHEREAS, the Corporate Governance Committee of the Board of Directors of the Corporation further recommends fixing the record date for determination of shareholders entitled to notice of and to vote at such annual meeting at the close of business on March 5, 2012; and

WHEREAS, the Board ofDirectors of the Corporation, having carefully considered the matter, is of the opinion that it would be in the best interests ofthe Corporation and its shareholders to approve such recommendations.

RESOLVED, That, in accordance with the recommendations of the Corporate Governance Committee and pursuant to the By-Laws of the Corporation, the Board of Directors hereby fixes the date and time of the Annual Meeting of Shareholders of Corporation as May 3, 2012, at 10:00 a.m. and hereby fixes the place of said meeting as the O. J. Miller Auditorium in the Energy Center, 526 South Church Street, Charlotte, North Carolina.

FURTHER RESOLVED, That pursuant to the By-Laws of the Corporation, the Board of Directors hereby declares that holders of record of the shares of all common stock of the Corporation at the close of business on March 5, 2012, shall be entitled to notice of and to vote at such annual meeting in accordance with the law and the applicable provisions of the Articles of Incorporation of the Corporation, as amended.

FURTHER RESOLVED, That the Corporate Secretary hereby is authorized to file the proxy statement in connection with such meeting with the Securities and Exchange Commission and directed to make distribution of such proxy material, including notice of such meeting, to all shareholders of the Corporation in accordance with the By-Laws of the Corporation and as required by law.

FURTHER RESOLVED, That the proper officers o f the Corporation hereby are authorized to take such additional actions as shall be necessary or desirable to carry out the intent of the foregoing resolutions, including delegation of authority to the Corporate Secretary the ability to revise the meeting date, the meeting time, the meeting place and/or the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders of the Corporation as he may detemiine necessary in his best judgment and in the best interests of the Corporation and its shareholders.

19 DEC 12.0B.11 #437887

DUKE_NCUC_00000238


FURTHER RESOLVED. That all actions heretofore taken by any ofthe proper officers ofthe Corporation in connection with the foregoing resolutions are hereby • | approved, adopted, authorized, ratified and confirmed in all respects. '.. j

20 DEC 12.oe.11 #437687

DUKE_NCUC_0 0000239


R-7

WHEREAS, the Finance and Risk Management Committee of the Board of Directors of Duke Energy Corporation (the "Corporation") recommends that the preliminary stand-alone 2012 financing plan be approved substantially in the form as presented to the meeting; and

WHEREAS, the Board of Directors of the Corporation, having carefully considered the matter, deems it advisable and in the best interests of the Corporation and its shareholders to approve the preliminary stand-alone 2012 financing plan as recommended by the Finance and Risk Management Commrttee.

RESOLVED, That the preliminary stand-alone 2012 financing plan be, and the same hereby is, approved, in the form presented to this meeting of the Board of Directors of Duke Energy Corporation (the "Corporation") with such changes in the amounts and types of securities to be issued by the Corporation and each respective subsidiary as may be deemed proper and in the best interests of the Corporation by the officers of the Corporation carrying out such financing plan pursuant to their delegated authority, subject to (i) the overall limitation that the total amount of financing carried out under the approval shall not exceed the total amount set forth in the plan, unless approved in accordance with the relevant intemai controls policies, and (ii) the Corporations' Finance and Risk Management Committee review of non-traditional or highly structured products before the Corporation engages in such activity.

FURTHER RESOLVED, That the request to, from time to time, refinance existing debt to achieve economic savings is approved, provided, such refinancing is deemed proper and in the best interests of the Corporation and its shareholders by the officers of the Corporation, and does not materially afterthe existing structure or nature ofthe debt.


FURTHER RESOLVED, That all actions heretofore taken by any of the proper officers of the Corporat i 0 0 i n connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

21 DEC 12.08.11 #437687

DUKE_NCUC_0 0000240


Confidential

22 DEC 12.08.11 «437B87

DUKE_NCUC_0 0000241


R-9

Confidential

23 DEC 12.08.11 1437687

DUKE_NCUC_0 0000242


Notice of Appeal

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, and subject to the conditions set forth in these resolutions, to do or cause to be done any and alt such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, instruments, documents and certificates (including all regulatory approvals, if required, and any and all amendments or supplements thereto, modifications, extensions or waivers thereof or replacements therefor), as such officers), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED, That, all agreements, instruments, documents and certificates executed and delivered and all other actions taken by or with the consent or direction of any of the officers of the Corporation in connection with any of the foregoing matters prior to the date hereof are approved, adopted, authorized, ratified and confirmed in all respects.

24 DEC 12.0B.11 iH37ee7

DUKE NCUC 00000243


R-10

Confidential

25 DEC12.0e.11 e437efl7

DUKE_NCUC_0 0000244


p 1

\, }

Notice of Appeal

Notice of Appeal FURTHER RESOLVED, That the respective officers ofthe Corporation be, and

they hereby are, authorized to enter into and to execute and deliver such agreements, guarantees, assurances, certificates, applications, documents, instruments and other writings as may be reasonably necessary for consummation of the Proposed Transactions, including all regulatory approvals as may be reasonable, appropriate or necessary to consummate the Proposed Transactions and otherwise to effect the intent of these resolutions.

FURTHER RESOLVED, That, all agreements, instruments, documents and certificates executed and delivered and all other actions taken by or with the consent or direction of any of the officers of the Corporation in connection with any of the foregoing matters priorto the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

LJ

26 DEC 12.03.11 #437687

DUKE NCUC 00000245


R-11

Confidential

27 DEC 12.08.11 IM37687

DUKE_NCUC_0000024 6


Notice of Appeal

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name and on behaif ofthe Corporation, to do or cause to be done any and all such other acts and to execute and deliver, or cause to be executed and delivered, the power purchase agreements, all such other agreements, guarantees, letters of credit, bonds, instruments, documents and certificates (including any and aii amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officerfs), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED. That all agreements, instruments, documents and certificates executed and delivered and all other actions taken by any ofthe officers of the Corporation in connection with the Transaction priorto the date hereof, are approved, adopted, authorized, ratified and confirmed in all respects.

n i

26 DEC 12.08.11 #437687

DUKE NCUC 00000247


. . . j

R-12

RESOLVED, That, pursuant to the By-Laws of Duke Energy Corporation (the "Corporation"), the persons whose names are set forth below be, and they hereby are, duly appointed to the offices of the Corporation set forth below opposite his or her name, to serve atthe pleasure ofthis Board of Directors ofthe Corporation until its next annual organizational meeting and until their respective successors shall be duly appointed and shall qualify, or until any such person's earlier resignation, removal or termination of employment.

FURTHER RESOLVED, That officers previously appointed to existing offices in the Corporation that are not setforth below opposite their names are hereby removed from such office.

Executive Officer Group

President and Chief Executive Officer James E, Rogers

Group Executive and Chief Finandal Officer Lynn J. Good Group Executive, Chief Generation Officer and Chief Nuctear Offlcer Dhiaa M. Jami! Group.Executive, Chief Legal Officer and Corporate Secretary Marc E. Manly Group Executive and President Commercial Businesses 8. Keith Trent Group Executive, Human Resources and Corporate Relations Jennifer L. Weber

Senior Vice President, Investor Relaticns and Treasurer Stephen G. De May Senior Vice President and Controller Steven tC Young

Officer Grouo

Senior Vice President and Chief Sustainability Officer Roberta 8. Bowman Senior Vice President, Audit Services and Chief Ethics and Compliance Officer Jeffery G. Browning Senior Vice President Tax Keith G. Butler Senior Vice President Financial Planning and Analysis Myron L. Caldwell Senior Vice President and Chief Customer Officer Gianna M. Manes Senior Vice Presidentand Chief Technolony Officer David W. Mohler Senior Vice President and Chief Information Officer A. R. Mullinax Senior Vice President Supply Chain and Chief Procurement Officer Ronald R. Reising Senior Vice President, Federal Government and Requlatory Affairs William F. Tyndall

Vice President Mergers and Acquieilions Richard B. Bates Vice President, Global Risk Management and Insurance and Chief Risk Officer Swati V. Daji Vice President Legal and Assislant Corporate Secretary David S. Mate Vice President, Federal Policy and Government Affairs Beveriy K. Marshall Vice President, Legal and Assistant Corporate Secretary Robert J. Ringel Vice President, Environmental, Health and Safety Policy John L Stowell

Assistant Treasurer Michael A. Carrick Assistant Treasurer Donna T. Coundl Assistant Corporate Secretary Richard G. Beach Assistant Comorate Secretary Sue C. Harrinqton Assistant Corporate Secretary Robert T. Lucas III

1 J

DEC 12.08.11 #437687

29

DUKE NCUC 00000248


FURTHER RESOLVED, That the proper officers ofthe Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose ofthe foregoing resolutions.


30 DEC 12.08.11 #437687

DUKE_NCUC_0 0000249


R-13

WHEREAS, Duke Energy Corporation (the "Corporation") intends to comply with the requirements of the Securities and Exchange Commission (the "SEC") regarding disclosure of executive officers; and

WHEREAS, the Corporation intends to comply with, and assist its officers and directors in complying with, the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act").

RESOLVED, That the following persons be, and they hereby are, identified as (i) "executive officers" as such term is defined by Rule 405 ofthe Securities Act of 1933, as amended and Rule 3b-7 of the 1934 Act and (ii) "officers" as such term is defined by Rule I6a-1(f) ofthe 1934 Act:

Name Title

James E. Rogers President and Chief Executive Officer

Lynn J. Good Group Executive and Chief Financial Officer Dhiaa M. Jamil Group Executive, Chief Generation Officer and

Chief Nuclear Officer Marc E. Manly Group Executive, Chief Legal Officer and

Corporate Secretary B. Keith Trent Group Executive and President, Commercial

Businesses Jennifer L. Weber Group Executive, Human Resources and

Corporate Relations

Stephen G. De May Senior Vice President, Investor Relations and Treasurer

Steven K. Young Senior Vice President and Controlier

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fully into effect the intent and purpose ofthe foregoing resolutions.


31 DEC 12.08.11 *437S87

DUKE NCUC 00000250


R-14

RESOLVED, That the Audit Committee of the Board of Directors of Duke Energy Corporation {the "Corporation") be, and hereby is, delegated the authority to approve the filing with the Securities and Exchange Commission (the "SEC") of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (the "2011 Form 10-K"), with such changes therein as may be deemed necessary or advisable by the officers of the Corporation.

FURTHER RESOLVED, That each officer and director who may be required to execute such 2011 Form 10-K or any amendments thereto (whether on behalf of the Corporation or as an officer or director thereof or by attesting the seal of the Corporation or otherwise) be and hereby is authorized to execute a Power of Attorney appointing Lynn J. Good, David S. Maltz and Steven K. Young, and each of them, as true and lawful attorneys and agents to execute in his or her name, place and stead (in any such capacity) such 2011 Form 10-K, as may be deemed necessary and proper by such officers, and any and all amendments thereto and all instruments necessary or advisable in connection therewith, to attest the seal of the Corporation thereon and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of such officers and directors, or both, as the case may be, every act whatsoever necessary or advisable to be done in the premises as fulty and to all intents and purposes as any such officer or director might or could do in person.



32 DEC 12.05.11 #437687

DUKE_NCUC_0 0000251


A G E N D A


SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING TUESDAY, DECEMBER 20, 2011 - 8:00 A.M. TO 9:00 A.M.

In-HousB Participants to meat in Room 4829 at the Duke Energy Center

550 South Tryon Street, Charlotte, North Carolina

Dial'in Number: ^**!?SJe d" r*c*n.*L1Hf?.-Conferee Code: \ — !

Directors: Present

James E. Rogers, Chair William Barnet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco -John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary,

Counsel

Others Present

fc********************************************************-

A.. Merger Update and Review of Order Issued by the Federal Energy Regulatory Commission

#435643

DUKE NCUC 00000252


'"1

i. J

MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED. CONVENED AND HELD VIA TELECONFERENCE ON TUESDAY. DECEMBER 20. 2011, AT 8:00 A.M., PURSUANTTO NOTICE


Members Present:

Member Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G. Alex Bemhardt. Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None



Marc E. Manly, Group Executive, Chief Legai Officer and Corporate Secretary


Steven A. Rosenblum of Wachtell, Lipton, Rosen & Katz ("Wachtell")



Mr. Rogers first thanked the members ofthe Duke Energy Corporation (the

"Corporation") Board of Directors {the "Board") for arranging their schedules to

participate in this special Board call. \ Notice of Appeal

Notice of Appeal DEC1Z20.11 #436688

DUKE NCUC 00000253


Notice of Appeal Notice of Appeal Privileged

Notice of Appeal 1

DEC 12.20.11 #436686

DUKE_NCUC_0 0000254


Notice of Appeal There being no further business, the meeting was then adjourned.



DEC 12.20.11 #436668

DUKE_NCUC_0 0000255


A G E N D A


SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING THURSDAY, JANUARY 19, 2012 - 4:30 P.M. TO 6:00 P.M.

In-House Participants to meet tn Room 4929 at ttie Ouke Energy Center

550 South Tryon Street, Chariotte, North Carolina

Dial-in Number i Redacted - Personal Info Conferee Code:!

Directors: Present

James E. Rogers, Chair Secretary William Barnet, III "" G. Alex Bernhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present. John H. Forsgren Ann M. Gray James H. Hance, Jr. _ _ _ _ _ E. James Reinsch James T. Rhodes

W Philip R. Sharp

Matter to be Considered and Acted Upon: Motion Second Vote

1. Approval of Proqress Energy. Inc/s Request for Consent under the Merger Agreement for Entering into a Settlement in Florida with Resoect to Issues Concerning Crystal River 3. the Lew Nuclear Plant and a General Rate Case (Lynn Good/ Dhiaa Jamil/Marc Manly)

#436913

DUKE_NCUC_0 0000256


MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON THURSDAY, JANUARY 19, 2012, AT4:30 P.M., PURSUANTTO NOTICE


Members Present:

Member Absent:

Others Present:

James E. Rogers, Chair William Barnet, 111 G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None

Lynn J. Good, Group Executive and -Chief Financial Officer




Catherine S. Stempien, Senior Vice President, Legal Regulatory, Litigation and EH&S



Mr. Rogers detennined that a quorum was present and called the meeting to

order. Mr. Manly, the secretary, acted as such and Kept the minutes.

Mr. Rogers thanked the members of the Duke Energy Corporation (the

"Corporation") Board of Directors (the "Board") for arranging their schedules to

participate in this special Board call He informed the Board that Progress Energy, Inc.

DEC 01.t9.12 #436134

DUKE NCUC 00000257


("Progress") is seeking the Corporation's consent under the merger agreement for

entering into a settlement in Florida with respect to issues concerning Crystal River

Unit 3 ("CR3"), Levy Nuclear Station ("Levy") and a general rate case. He then turned

to the presenters.

First, he asked Ms. Good to provide an overview of Progress' Florida rate case

settlement proposal. Privileged

Mr. Rogers then asked Mr. Jamil to report on the status of Progress' repair

analyses of CR3. Privileaed

Mr. Manly discussed the status of the Nuclear Electric Insurance Limited ("NEIL")

claim. Privileged

Next, Ms. Good reviewed the settlement summary. Privileged

DEC 01.19.12 #438134

DUKE_NCUC_00000258


Privileced

Ms. Good summarized the key considerations of Progress' rate case settlement

proposal. Privileged

Mr. Rogers then reviewed the discussion and responded to additional questions.

Upon motion by Dr. Rhodes, seconded by Mr. Browning, the members ofthe Board

unanimously voted to approve Progress' request for consent under the merger

agreement for entering into a settlement in Florida with respect to issues concerning

CR3, Levy and a general rate case.




DEC01.19.12 #438134

DUKE NCUC 00000259



SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING MONDAY, FEBRUARY 6,2012 -10:00 A.M. TO 11:00 AM.

In-House Participants to moot in Room 4329 at the Duke Energy Center

550 South Tryon Street Charlotte, North Carolina

DiaNn Number : [ Redacted - Pmona^[Into Conferee Codo; ] -^—«]

Directors: Present

James E. Rogers, Chair William Bamet, 111 G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary,

Counsel

Others Present

A. Review the Items to be Discussed at the February 13, 2012, Special In-Person Board of Directors Meeting Regarding the Federal Energy Regulatory Commission Mitigation Plan in Connection with the Merger between Duke Energy Corporation and Progress Energy, Inc.

M37617

DUKE NCUC 00000260


Privileged and Confidential - Attorney-Client Communication

MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED. CONVENED AND HELD VIA TELECONFERENCE ON MONDAY, FEBRUARY 6, 2012, AT 10:00 A.M., PURSUANT TO NOTICE


Members Present:

Member Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G. Alex Bernhardt Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None





Steven A. Rosenblum of Wachtell, Lipton, Rosen & Katz ("Wachtell")

LJ


order. Mr, Manly, the secretary, acted as such and kept the minutes.

Mr. Rogers thanked the members of the Duke Energy Corporation (the

"Corporation") Board of Directors (the "Board") for making themsefves available for the

special meeting. He informed the Board that he would like to use this opportunity to

entertain questions that have been raised due to the Federal Energy Regulatory

Commission (the "FERC") mitigation plan in anticipation of and preparation for the

February 13, 2012, special in-person Board meeting.

DEC 02.06.12 #436408

DUKE NCUC 00000261



Continuing, Mr. Rogers informed the Board that Mr. Manly would provide an

overview Privileged

At this point. Mr. Rogers asked Mr. Manly to begin a discussion with the Board on

these matters, such discussion constituting attorney-client communications. Privileged



Secretary of the Meeting T

DEC 02.06.12 #436408

DUKE NCUC 00000262



SPECIAL IN-PERSON MEETING OF THE BOARD OF DIRECTORS TO BE HELD AT 10:00 A.M. ON MONDAY, FEBRUARY 13,2012

IN THE BOARD ROOM AT THE CORPORATE HEADQUARTERS CHARLOTTE, NORTH CAROLINA

Diaf-ln Number: ; Redacted - Personal Into Conferee Corfe: ! f r~!?]

Directors: Present

James E. Rogers, Chair William Barnet, 111 G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary^..

Counsel

Others Present

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

Discussion ofthe Federal Energy Regulatory Commission Mitigation Plan in Connection with the Merger between Duke Energy Corporation and Progress Energy, Inc. (Lynn Good/Dhiaa Jamil/Marc Manly)

#437632

DUKE NCUC 00000263


9


MINUTES OF A SPECIAL fN-PERSON MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT 550 SOUTH TRYON STREET, CHARLOTTE, NORTH CAROLINA, ON MONDAY, FEBRUARY 13, 2012, AT 10:00 A.M.. PURSUANT TO NOTICE

Persona present at the meeting:

Members Present:

Members Absent:

Others Present:


None


Marc E. Manly, Graup Executive. Chief Legal Officer and Corporate Secretary

Catherine S. Stempien, Senior Vice President Legal Regulatory, Litigation and EH&S

Steven A. Rosenblum, Partner, Wachtell, Lipton, - Rosen & Katz (0Wachteli,,)

Mr. Rogers determined that a quorum was present and called the meeting of the

Duke Energy Corporation (the "Corporation") Board of Directors (the "Board") to order.

Mr. Manly, the secretary, acted as such and kept the minutes.

Mr. Rogers thanked the directors for being available for the special meeting and

asked Mr. Manly to begin the presentation.

Mr. Manly indicated that the major part of the meeting was to review the

proposed mitigation plan to address the concerns of the Federal Energy Regulatory

Commission ("FERC"), and the consequences of that plan Privileged

DEC 02.13.12 1(438832

DUKE NCUC 00000264


9

Privileged and Confidential-Attorney-Client Communication

Privileged He indicated that the entirety of t h l e conversation would be privileged as confidential attorney-client communications.

DUKE NCUC 00000265


Privileged and Confidential - Attomey-CHent Communication

At the conclusion of this discussion, Mr. Rogers excused Mses. Good and

Stempien, and the Board continued with its privileged discussion with Messrs. Manly

and Rosenblum H H i ^ ^ H I H f f l ^ S H H H ^ ^ H I During

conversation, which extended past the projected conclusion ofthe meeting,

Messrs. Hance and DiMicco excused themselves to attend to other obligations.




L J

DEC 02.13.12 #438632

DUKE NCUC 00000266


A G E N D A l U DUKE ENERGY CORPORATION

BOARD OF DIRECTORS MEETING TUESDAY, FEBRUARY 28,2012 - 8:00 AM. TO 12:30 P.M.


Directors: Present

James E. Rogers. Chair Secretary William Barnet, III G. Alex Bernhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Safety Message

iglpk A. Independent Director Session (8:00-8:30)

^ B. Executive Session (Jim Rogers) (8:30-9:30) • Discussion of Chairman, President and CEO Evaluation

C. Financial Report (Lynn Good) (9:30-10:00) • Review of 2011 Form 10-K • January Financial Results • 2012 Operating Plan Discussion

BREAK (10:00-10:10)

D. Merger Integration Update, including Crystal River and Regulatory Strategy (Lynn Good/Dhiaa Jamil/Marc Manly/A.R. Mullinax) (10:10-10:45)

E. Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle (IGCC) Project Update (Marc Manly/Doug Esamann/Rick Haviland) (10:45-11:15)

F. Commercial Businesses Report (Keith Trent) (11:15-11:45)

G. Legal, Regulatory and Legislative Update Report (Marc Manly) (11:45-12:00)

H. Executive Session (Jim Rogers) (12:00-12:30) • Report of the Audit Committee (Michael Browning) • Report of the Compensation Committee (Jim Hance) • Report of the Corporate Governance Committee (Ann Gray)

• Board Self-Assessment Questionnaire Results • Report of the Finance and Risk Management Committee (Bill Barnet) • Report of the Nuclear Oversight Committee (Jim Rhodes)

#436501

DUKE_NCUC_000002 67


* * * * * * * * *


CONSENT AGENDA

Motion Second Vote

Item Recommended from the Audit Committee: (1) Approval of Deloitte & Touche LLP as Independent Accountant for 2012 and

Recommending Shareholder Ratification of Such Selection

Item Recommended from the Compensation Committee: (2) Approval of Compensation Pursuant to Say-On-Pay Vote

Item Recommended from the Corporate Governance Committee: (3) Approval of 2014 Dates and Locations of Board and Committee Meetings (4) Approval of Amendment to the Amended and Restated Certificate of Incorporation


Notice of Appeal i

General Items: (9) Approval ofthe 2012 Operating Plan (10) Approval of Amended and Restated Duke Energy Corporation Banking Resolutions (11) Approval of Minutes of Board of Directors' Meetings Held on December 8, 2011;

December 20,2011; January 19, 2012; Februarys, 2012; and February 13, 2012


March _. 2012 Compensation Committee (teleconference - proxy statement) May 2, 201:2 Nuclear Oversight Committee Meeting May 2, 2012 Compensation Committee Meeting May 2, 2012 Corporate Governance Committee Meeting May 2, 2012 Finance and Risk Management Committee Meeting May 2, 2012 Audit Committee Meeting May 3, 2012 Duke Energy Corporation Board Meeting/Annual Shareholder Meeting

#436501

-4^

DUKE NCUC 00000268


J

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT 550 SOUTH TRYON STREET, CHARLOTTE, NORTH CAROLINA, ON TUESDAY, FEBRUARY 28, 2012. AT 8:00 AM., PURSUANT TO NOTICE

Member Absent:

Others Present: .


Members Present: James E. Rogers, Chair Wfiliam Barnet Ml G. Alex Bernhardt, Sr. Michael G, Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes PhBip R.~Sharp

None

Douglas F Esamann, President, Duke Energy Indiana Lynn J. Good. Group Executive and

Chief Financial Officer Richard W. Haviland, Senior Vice President. Construction


and Chief Nuclear Officer Marc E. Manly, Group Executive, Chief Legal Officer and

Corporate Secretary A. R. Mullinax, Senior Vice President and

Chief Information Officer B. Keith Trent, Group Executive and President,

Commercial Businesses Steven K. Young, Senior Vice President and Controller Jennifer L. Weber, Group Executive, Human Resources

and Corporate Relations

After determining that a quorum was present, the independent members ofthe

Duke Energy Corporation (the "Corporation") Board of Directors (the "Board*) first met in

executive session. Following the independent director session, Mr. Rogers then joined

the meeting and the entire Board continued in executive session without any member of

management other than Mr. Rogers, in attendance.

DEC 02.26.12 1M39614

DUKE NCUC 00000269


Following a break, Mr. Rogers invited Messrs. Esamann, Haviland, Jamil, Manly,

Mullinax, Trent and Young, and Mses. Good and Weber to join the meeting. Mr. Manly,

the secretary, acted as such and kept the minutes.

Confidential

Following questions of Ms. Good, Mr. Rogers asked members of management to

review the status of the merger and merger integration planning activities with Progress

Energy, Inc. ("Progress"). Mr. Mullinax first provided an update on merger integration

planning activrties, and then Mr. Manly discussed]

PRIVILEGED PRIVILEGED

^ Notice of Appeal

Notice of Appeal DEC 0*28.12 H39614

DUKE NCUC 00000270


Notice of Appeal

Notice of Appeal j PRIVILEGED PRIVILEGED (Notice of Appeal j

PRIVILEGED •

Notice of Appeal

At this point all members of management exited the meeting, with the exception

of Mr. Rogers and Mr. Manly who continued as secretary to the meeting. Mr. Rogers

asked the committee chairs to present their respective committee reports to the full

Board.

3 DEC 02.2a 12 •439614

DUKE NCUC 00000271


Notice of Appeal

Notice of Appeal

DEC 02.28.12 #439614

DUKE_NCUC_0 0000272


Notice of Appeal

Confidential

Notice of Appeal

DEC 02.28.12 •439614

DUKE_NCUC_00000273


Notice of Appeal

DEC 02,28.12 #439614

DUKE_NCUC_00000274


Notice of Appeal

DEC 02.28.12 #439614

DUKE_NCUC_0 0000275


Notice of Appeal

There being no further business to come before the Board, the meeting was then

adjourned.

^Respectfully submitted,

Secretery of the Meeting

DEC W-26.t2 W39614



R-1

WHEREAS, the Audit Committee of the Board of Directors of Duke Energy Corporation (the "Corporation") has reviewed the qualifications, perfomiance and independence of Deloitte & Touche LLP ("Deloitte") as the Corporation's independent accountant for the 2012 fiscal year, including a review and evaluation ofthe Deioitte iead engagement partner (the "Evaluation");

WHEREAS, pursuant to the Evaluation, the Audit Committee has selected Deloitte as the Corporation's independent accountant for the 2012 fiscal year;

WHEREAS, the Audit Committee has recommended to the Board of Directors of the Corporation that the Audit Committee's selection of Deloitte as the Corporation's independent accountant for the 2012 fiscal year be submitted for ratification by the shareholders;

WHEREAS, the Board of Directors ofthe Corporation has reviewed whether to submit the Audit Committee's selection of Deloitte as the Corporation's independent accountant for the 2012 fiscal year for ratification bythe shareholders; and

WHEREAS, the Board of Directors ofthe Corporation deems it advisable and in the best interests of the Corporation and its shareholders to submit the Audit Committee's selection of Deloitte as the Corporation's independent accountant for the 2012 fiscal year for ratification by the shareholders.

RESOLVED, That in accordance with the recommendation of the Audit Committee, the Board of Directors ofthe Corporation hereby approves the submission of the selection of Deloitte as the Corporation's independent accountant for the 2012 fiscal year to the shareholders for ratification at the Corporation's 2012 Annual Meeting of Shareholders and included in the Corporation's proxy statement for such meeting.

FURTHER RESOLVED, That the Board of Directors recommends that the shareholders vote for such ratification.


FURTHER RESOLVED, That all actions heretofore taken by any of the proper officers ofthe Corporation in connection with the foregoing resolutions ara hereby approved, adopted, authorized, ratified and confirmed in afl respects.

OEC 02.2B.12 #439614

DUKE_NCUC_0 0000277


R-2

WHEREAS, the Dodd-Frank Wall Street Reform and Consumer Protection Act requires Duke Energy Corporation (the "Corporation") to conduct a separate shareholder advisory vote to approve the compensatioh of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K ofthe Securities Act of 1933, as amended ("Item 402*), including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in the Corporation's 2012 proxy statement; and

WHEREAS, the Compensation Committee of th^&oard of Directors ("Board") of the Corporation recommends, and the Board believes it is in the best interest ofthe Corporation to recommend, that the shareholders of the' Corporation vote fbr the approval, on an advisory basis, of the compensation paid to the named executive officers as disclosed pursuant to Item 402, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in the Corporation's 2012 proxy statement.

• t j

RESOLVED, That the Board recommends that tHe shareholders ofthe Corporation vote for the approval, on an advisory basis-'bf the compensation paid to the Corporation's named executive officers, as disclosed pursuant to Item 402, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in the Corporation's 2012 proxy statement. - ' '

FURTHER RESOLVED, Thatthe proper officers1 of the Corporation be and they are hereby duly authorized to take or cause to be taken, all such further action as shall be necessary or advisable, including, but not limited to making disclosures and governmental or other filings, to carry fully into effect the intent and purposes of the foregoing resolutions.

FURTHER RESOLVED, That all actions taken by any of the proper officers of the Corporation in connection with the foregoing resolutions prior to the date hereof, are approved, adopted, authorized, ratified and confirmed in all respects.

10 DEC 02.23.12 #439614

DUKE_NCUC_0 0000278


R-3

WHEREAS, the Corporate Governance Committee ofthe Board of Directors of Duke Energy Corporation (the "Corporation") recommends that the Board of Directors approve the 2014 dates and locations of Board and committee meetings; and


RESOLVED, That, in accordance with the recommendation of the Corporate Governance Committee, the Board of Directors of the Corporation hereby approves the 2014 dates and locations of Board and committee meetings as follows:

Hats Location

February 24-25-26, 2014 (Monday-Tuesday-Wednesday) Chariotte, NC

April 30-May 1, 2014 * (Wednesday-Thursday) Chariotte, NC

June 23-24-25, 2014 (Monday-Tuesday-Wednesday) Remote Location

August 25-26-27, 2014 (Monday-Tuesday-Wednesday) Chariotte, NC

October 27-28-29, 2014 (Monday- Tuesday-Wednesday) Charlotte, NC

Decernber 8-9, 2014 (Monday-Tuesday) Charlotte, NC

* Coincident with Annual Shareholders Meeting

FURTHER RESOLVED, That the proper officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such actions and incur such fees and expenses as such officers may determine necessary, desirable or appropriate to carry fuily into eflect the intent and purpose of the foregoing resolution.

FURTHER RESOLVED, That the Corporate Secretary be, and hereby is, authorized, empowered and directed to revise the above meeting dates and/or meeting locations and set future meeting dates and/or meeting locations based on the polling of the Directors' availability, as the Corporate Secretary may determine necessary and in the best interests of the Corporation and its shareholders.

FURTHER RESOLVED, That all actions heretofore taken by any of the proper officers ofthe Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

11 D£C02.2«.12 #139614

DUKE_NCUC_0000027 9


Confidential

13 DEC 02.28.12 #430614

DUKE JNICUC_0 0000281


Confidential

14 OEC 02.28.12 #430614

DUKE_NCUC_0 0000282


Confidential

15 DEC 02.26.1! #439614

DUKE_NCUC_0 0000283


Confidential

16 DEC 02.2B. 12 #439614



Confidential

17 DEC 02 28.12 #439614

DUKE_NCUC_0 0000285


R-5

Confidential

18 D6C 02.26.12 #439614



R-6

Confidential

19 DEC 02.28.12 #439814

DUKE_NCUC_0 0000287


WHEREAS, in accordance with the Corporation's Approval of Business Transactions Policy, the Proposed Transaction cannot be consummated without the approval ofthe Board of Directors of the Corporation; and

WHEREAS, the Board of Directors of the Corporation has reviewed the information presented to it in connection with the foregoing recitals and has determined that it is in the best interests of the Corporation and its shareholders to approve the Proposed Transaction.

RESOLVED, That the Proposed Transaction is hereby approved on such terms and conditions that the Corporation's President and Chief Executive deems appropriate, including determination as to the number of Projects to be included in the Proposed Transaction, the number of third party buyers with which to engage in such transactions and the sale price for each Project.

FURTHER RESOLVED, That the Group Executive and President, Commercial Businesses is authorized to review and approve the specific terms and conditions ofthe Proposed Transaction, subject to review by the Corporation's President and Chief Executive Officer.

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, to do or cause to be done any and all such ads and to execute and deliver, or cause to be executed and delivered, all such agreements, instruments, guaranties, letters of credit, bonds, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officerts). upon the advice of counsel for the Corporation, may deem necessary dr desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED, That all agreements, instalments; documents and certificates executed and delivered and all other actions taken by, or with the consent or under the direction of, any of the officers of the Corporation in connection with the Proposed Transaction prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

20 •EC 02.28.12 #439614

DUKE_NCUC_0 0000288


R-7

Confidential

21 DEC 02.28.12 #439614

DUKE_NCUC_0 0000289


RESOLVED, That the Proposed Transaction is hereby approved in accordance with the terms and conditions presented, conferring on the Group Executive and President, Commercial Businesses authority to review and approve the specific terms and conditions of the Proposed Transaction, subject to the condition that the Corporation's President and Chief Executive Officer review and approve any material changes to the terms and conditions of the Proposed Transaction,

FURTHER RESOLVED, That the Corporation and each of its officers be, and they hereby are, authorized and directed, m the name and on behalf of the Corporation, to do or cause to be done any and all such acts and to execute and deliver, or cause to be executed and delivered, all such agreements, instruments, guaranties, letters of credit, bonds, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officers), upon the advice of counsel forthe Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED, That all agreements, instruments, documents and certificates executed and delivered and all other actions taken by, or with the consent or under the direction of, any of the officers of the Corporation in connection with the Proposed Transaction prior to the date hereof be, and they hereby are, approved, adopted, authorized, ratified and confirmed in all respects.

22 DEC 02.26.12 •439614

DUKE_NCUC_0 0000290


R-8

Notice of Appeal

23 DEC 02.28.12 #439614



Notice of Appeal

FURTHER RESOLVED, Thatthe Corporation and each of its officers be. and they hereby are. authorized and directed, in the name and on behaif of the Corporatkm, to do or cause to be done any and all such other acts and to execute and deliver, or cause to be executed and delivered, all such other agreements, guaranties, letters of credit, bonds, instruments, documents and certificates (including any and all amendments or supplements thereto, modifications, extensions or waivers thereof, or replacements therefor), as such officer(s), upon the advice of counsel for the Corporation, may deem necessary or desirable to effect the intent and accomplish the purpose of any and all of the foregoing resolutions.

FURTHER RESOLVED. That all agreements, instruments, documents and certificates executed and delivered and all other actions taken by any ofthe officers of the Corporation in connection with the Transaction prior to the date hereof, are approved, adopted, authorized, ratified and confirmed in all respects.

24 DEC 02,26.12 #439614

DUKE NCUC 00000292


R-9

WHEREAS, the Board of Directors of Duke Energy Corporation (the "Corporation-) deems it advisable and In the best interests of the Corporation and its shareholders to approve the 2012 operating plan substantially in the form as presented to this meeting.

RESOLVED, That the 2012 operating plan, be, and it hereby is, approved in the form presented to this meeting of the Board of Directors of the Corporation.


FURTHER RESOLVED, That all actions heretofore taken by any ofthe proper officers ofthe Corporation in connection with the foregoing resolutions are hereby approved, adopted, authorized, ratified and confirmed in all respects.

25 DEC 02.28.12 #439614



R-10

Confidential

26 DEC 02.28.12 •439614

DUKE_NCUC_0 0000294


Notice of Appeal

27 DEC 02.28.12 •439614



Notice of Appeal

28 DEC 0228.12 11*39614

DUKE_NCUC_0 0000296


Notice of Appeal

V ,

29 Dec 02.28.12 0436814



Notice of Appeal

30 OEC 02.28.12 #43991*

DUKE_NCUC_0 0000298


A G E N D A


SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING THURSDAY, APRIL 26, 2012 - 4:00 P.M. TO 5:00 P.M.

In-House Participants to meet in Room 4829 at the Duke Energy Center

550 South Tryon Street, Charlotte, North Carolina

Dial'in Number: L _ f ^ ? ^ ^ i??!^n_a!J1?!? ! Conferee C o d o . i * — 1

Directors: Present

James E. Rogers, Chair William Bamet, III G. Aiex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary

Counsel

Others Present

Matter to be Considered and Acted Upon:

1. Approval of Settlement Agreement Regarding Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle (IGCC) Project (Lynn Good/Doug Esamann)

Motion Second Vote

#441129

DUKE NCUC 00000299


MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON THURSDAY, APRIL 26, 2012, AT 4:00 P.M.. PURSUANT TO NOTICE


Members Present James E. Rogers, Chair William Barnet, III G. Alex Bernhardt Sr. Michael G. Browning John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R, Sharp

Member Absent: Daniel R. DiMicco

Others Present: Douglas F Esamann, President, Duke Energy Indiana Lynn J. Good, Group Executive and

Chief Financial Officer David S. Maltz, Vice President, Legal and Assistant

Corporate Secretary Marc E. Manly, Group Executive, Chief Legal Officer •

and Corporate Secretary

Mr. Rogers detennined that a quorum of the Duke Energy Corporation (the

"Corporation") Board of Directors (the "Board") was present and called the meeting to

order. He indicated that Mr. DiMicco was not on the call given his recusal from

discussions involving Duke Energy Indiana's Edwardsport Integrated Gasification

Combined Cycle Project ("Edwardsport") proceedings. Mr. Manly, the secretary, acted

as such and kept the minutes of the meeting.

Mr. Rogers indicated that the purpose of the meeting was to review wrth the

Board a proposed settlement agreement with several of the key intervenors in the

Edwardsport matter which would resolve all outstanding issues in the current regulatory

proceedings concerning cost recovery of the project. He asked Mr. Esamann to outline

the terms ofthe proposed settlement, which he did, referring to materials previously

DEC 04 26.12 #442664

DUKE_NCUC_0 0000300


provided to the Board. Ms. Good then provided a review of the financial implications of

the settlement, including the additional impairment charge that would have to be

recognized and reported! PRIVILEGED PRIVILEGED

Following a number of questions answered by management representatives and

a discussion of the advisability of entering into the settlement agreement with these

intervening parties, on motion by Ms. Gray and seconded by Mr. Browning, the Board

members present unanimously approved the recommendation to enter into the

settlement agreement of the Edwardsport matter on the terms outlined by Mr. Esamann.




DEC 04.26 12 #442564

DUKE NCUC 00000301


A G E N D A W DUKE ENERGY CORPORATION

BOARD OF DIRECTORS MEETING THURSDAY, MAY 3, 2012 - 8:00 A.M. TO 12:30 P.M.


Directors: Present

James E. Rogers, Chair Secretary William Bamet, III G. Alex Bernhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

I P

* * * * * * * *

1. Independent Director Session (8:00-8:30)

2. Merger Integration Update, including Crystal River and Regulatory Strategy (Lynn Good/Dhiaa Jamil/Marc Manly/A.R. Mullinax/Steve Rosenblum) (8:30-9:30)

3. Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle (IGCC) Project Update (Marc Manly/Doug Esamann/Rick Haviland) (9:30^9:45)

ADJOURN FOR ANNUAL MEETING OF SHAREHOLDERS (9*5) RECONVENE FOLLOWING ANNUAL MEETING OF SHAREHOLDERS (11:45)

4. Ohio Merchant Overview (Keith Trent) (11:45-12:00)

5. Executive Session (Jim Rogers) (12:00-12:30) • Report of the Audit Committee (Michael Browning) • Report of the Compensation Committee (Jim Hance) • Report of the Finance and Risk Management Committee (Bill Bamet) • Report of the Nuclear Oversight Committee (Jim Rhodes)

#439506

DUKE_NCUC_0 0000302


MATTERS TO BE CONSIDERED

AND ACTED UPON: Motion Second Vote

CONSENT AGENDA

Item Recommended from the Compensation Committee:

6. Approval of Director Compensation

Item Recommended from the Finance and Risk Manaqement Committee:

7. Approval of the Declaration of Quarterly Dividend

General Item:

8. Approval of Minutes of Board of Directors' Meetings Held on February 28, 2012


June 25,2012 Nuclear Oversight Committee Meeting June 25, 2012 Compensation Committee Meeting June 25,2012 Corporate Governance Committee Meeting June 25, 2012 Finance and Risk Management Committee Meeting

%F June 25, 2012 Audit Committee Meeting June 26. 2012 Duke Energy Corporation Board Meeting

July , 2012 Special Telephonic Audit Committee Meeting (2Q Earnings Release) August , 2012 Special Telephonic Audit Committee Meeting (2Q Form 10-Q)

August 27-28,2012 Duke Energy Corporation Board Retreat

#439606

DUKE_NCUC_0 0000303


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT 526 SOUTH CHURCH STREET, CHARLOTTE, NORTH CAROLINA, ON THURSDAY, MAY 3, 2012. AT 8:00 A.M., PURSUANT TO NOTICE


Members Present:

Member Absent:

Others Present:


None



Marc E. Manly, Group Executive, Chief Legal Officer and Corporate Secretaty



Steven A. Rosenblum, Partner, Wachtell, Lipton, Rosen &Katz

The independent members ofthe Duke Energy Corporation (the "Corporation'')

Board of Directors (the "Board") first met in executive session. Ms. Gray determined

that a quorum was present, called the meeting to order and chaired the meeting.

During the course of the executive session, Ms. Gray invited Mr. Rosenblum to join the

meeting in order to provide legal advice.

Following the executive session of the independent Board members, Mr. Rogers

joined the meeting. The Board continued in executive session with no other member of

DEC 05.03 12 #442579

DUKE NCUC 00000304


management present until the meeting was adjourned for the Board to attend the

Annual Meeting of Shareholders.

At the conclusion of the Annual Meeting of Shareholders, the meeting of the

Board reconvened. All members of the Board, with the exception of Mr. Rogers, were

present and were joined by Messrs. Manly, Jamil, Trent and Rosenblum and

Mses. Good and Weber. Mr. Manly, the secretary, acted as such and kept the minutes.

Ms. Gray indicated that on account of the press of time in connection with the

length of the Annual Meeting of Shareholders, she thought it advisable, in lieu of

Committee reports from Committee chairs, to have the minutes of those meetings be

circulated to Board members once the minutes were prepared. Ms. Gray also noted

that there were items on the Consent Agenda for consideration and vote by the Board.

Upon motion by Mr. Browning and seconded by Mr. Reinsch, the items on the Consent

Agenda, including the minutes of the prior meeting held on February 28,2012, were

approved by unanimous vote of the members present. (R-6 and R-7)

Ms. Gray then asked Messrs. Manly and Rosenblum and Ms. Good to provide an

update on the status ofthe merger with Progress Energy, Inc. ("Progress"), which they

did. PRIVILEGED PRIVILEGED. .

Following an extensive discussion on these issues, Ms. Gray asked Ms. Good

and Messrs. Jamil and Manly to provide an update on Progress' Crystal River Nudear

Generating Station Unit 3 ("CR3"). PRIVILEGED PRIVILEGED

DEC 05 03 12 #442579

DUKE NCUC 00000305


Following discussion of these matters, there being no further business to

consider, the meeting was adjourned.

Respectfully submitted. Respectfully submitted, /

Secretary of the Meeting \

DEC 05.03 12 •442579

DUKE NCUC 00000306


R-6

WHEREAS, pursuant to the Amended and Restated By-Laws of Duke Energy Corporation (the "Corporation"), effective as of February 26, 2008, directors of the Corporation who are not also employees of the Corporation or any of its subsidiaries (the 'non-employee directors") shall be entitled to receive such compensation as may be determined from time to time by the Corporation's Board of Directors (the "Board");

Confidential

FURTHER RESOLVED, That the proper officers ofthe Corporation be and they are hereby duly authorized to take or cause to be taken, all such further action as shall be necessary or advisable, including, but not limited to making disclosures and governmental or other filings, to carry fully into effect the intent and purposes of the foregoing resolutions.

FURTHER RESOLVED, That all actions taken by any of the proper officers of the Corporation in connection with the foregoing resolutions prior to the date hereof, are approved, adopted, authorized, ratified and confirmed in all respects.

•EC 05.03.12 #442579

DUKE NCUC 00000307


R-7

Confidential

DEC 05 03.12 #442579

DUKE_NCUC_0 0000308


DUKE_NCUC_0 0000309


1

A G E N D A


SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING WEDNESDAY, MAY 30, 2012 - 8:00 AM. TO 11:00 A.M.

In-House Participants to meet In Room 4829 at the Duke Energy Center

SSO South Tryon Street, Charlotte, North Carolina

Dial-in Number i jRedacted - Personal Info

Directors: Present

James E. Rogers, Chair William Barnet, III G. Alex Bemhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Secretary,

Counsel

Others Present


B. Update on the Status of the Merger between Duke Energy Corporation and Progress Energy, Inc. (9:00-11:00)

#442091

DUKE NCUC 00000310


wm

DUKE_NCUC_00000311


MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON WEDNESDAY, MAY 30, 2012, AT 8:00 A.M., PURSUANT TO NOTICE


Members Present:

Member Absent:

Others Present:

James E. Rogers, Chair William Barnet, III G. Alex Bernhardt, Sr. Michael G. Browning Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

None


Marc E. Manly, Group Executive. Chief Legal Officer and Corporate Secretary

Steven A. Rosenblum, Partner, Wachtell, Lipton, Rosen & Katz

The independent directors of the Duke Energy Corporation Board of Directors

(the "Board") first met in executive session, with neither Mr. Rogers nor any other

member of management present. Ms. Gray determined that a quorum was present and

acted as the chair of the meeting.

After initial discussions among the members of the Board, Ms. Gray invited

Messrs. Manly and Rosenblum to join the call. PRIVILEGED PRIVILEGED

PRIVILEGED At the conclusion of this discussion, Mr. Manly dropped off the call,

and the independent members of the Board and Mr. Rosenblum continued the meeting.

Thereafter. Ms. Gray invited Messrs. Rogers and Manly and Ms. Good to join the

meeting in progress. Mr. Rogers provided an update on the merger approval process

DEC 05 30 12 #442516

DUKE NCUC 00000312


and the Nuclear Electric Insurance Limited ("NEIL") response to Progress in connection

with their Crystal River Nuclear Generating Station Unit 3 insurance claims.

Messrs. Rogers and Manly and Ms. Good responded to a number of questions

concerning the NEIL response and other matters.



ecretary of the Meeting

DEC 05.30 12 #442516

DUKE_NCUC_0 0000313


Revised - New item 9 added


BOARD OF DIRECTORS MEETING TUESDAY, JUNE 26, 2012 - 8:00 AM. T012:30 P.M.


Directors: Present

James E. Rogers, Chair Secretary William Bamet, III G, Alex Bemhardt, Sr. Counsel Michael G. Browning Daniel R. DiMicco Others Present John H. Foregren Ann M. Gray r ; ., := •-. • James H. Hance, Jr. E. James Reinsch James T. Rhodes Philip R. Sharp

Safety Message

1. Independent Director Session (8:00-9:00)

2. Merger Integration Update, including Crystal River and Regulatory Strategy (Lynn Good/Dhiaa Jamil/Marc Manly/Steve Rosenblum) (9:00-10:00)

3. Financial Report (Lynn Good) (10:00-10:15)

• May 31, 2012, Financial Results

BREAK (10:15-10:30)

4. Ohio Merchant Overview (Keith Trent) (10:30-11:15) 5. Duke Energy Indiana's Edwardsport Integrated Gasification Combined Cycle

(IGCC) Project Update (Dhiaa Jamil/Marc Manly) (11:15-11:30)

6. E-Discovery Update (Marc Manly) (11:30-12:00)

7. Executive Session (Jim Rogers) (12:00-12:30) • Report ofthe Audit Committee (Michael Browning) • Report of the Compensation Committee (Jim Hance) • Report of the Corporate Governance Committee (Ann Gray)

Report ofthe Finance and Risk Management Committee (Bill Barnet) 4§§l • Report of the Nuclear Oversight Committee (Jim Rhodes)

#440220

DUKE_NCUC_0 0000314


Revised - New item 9 added

MATTERS TO BE CONSIDERED g f AND ACTED UPON: Motion Second Vote ^

CONSENT AGENDA

Items Recommended from the Compensation Committee:

8. Approval of Amendment to Executive Chairman Emptoyment Agreement and Employment Agreement for Chief Executive Officer

9. Approval of Changes to Director Compensation


Notice of Appeal General Item: ! Notice of Appeal

13. Approval of Minutes of Board of Directors' Meetings Held on April 26, 2012; May 3, 2012; and May 30, 2012

i t * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *


July . 2012 Special Telephonic Audit Commrttee Meeting (2Q Earnings Release) August . 2012 Special telephonic Audit Committee Meeting (2Q Form 10-Q)

[August 27,2012 Nuclear Oversight Committee Meeting] [August 27,2012 Compensation Commrttee Meeting] [August 27, 2012 Corporate Governance Committee Meeting] [August 27,2012 Finance and Risk Management Committee Meeting] [August 27,2012 Audit Committee Meeting] August 27-28, 2012 Duke Energy Corporation Board Retreat

0440220

m

DUKE_NCUC_0 0000315


f & Energy*.

Marc Manfy Corporate Secretary

Privileged A*

Notice of Appeal

DUKE NCUC 00000316


C&Energy*

Confidential

DUKE NCUC 00000317


Jik Dufce { 0 Energy*

Notice of Appeal

T Privilege

Notice of Appeal

DUKE NCUC 00000318


_ Duke &Energy*

Confidential

DUKE NCUC 00000319


m Ouke i & Energy*

Notice of Appeal

DUKE NCUC 00000320


Duke 0 Energy*

Confidential

DUKE NCUC 00000321


mguke •10Energy*

Notice of Appeal

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Notice of Appeal

DUKE NCUC 00000322


Jit Dulce C&Energy*

Confidential

DUKE NCUC 00000323


mkDuke HP Energy*

Notice of Appeal

Notice of Appeal

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DUKE NCUC 00000324


MkDuke eg? Energy*

Notice of Appeal

DUKE NCUC 00000325


mDuke 0 Energy*

Notice of Appeal

DUKE NCUC 00000326


<'l

A G E N D A

DUKE ENERGY CORPORATION SPECIAL TELEPHONIC BOARD OF DIRECTORS MEETING

MONDAY, JULY 2, 2012-4:35 P.M. TO 5:20 P.M.

In-House Participants to meet in Conference Room 4719 at the Duke Energy Center SSO South Tryon Street, Charlotte, North Carolina

Dial-in Numbers: [ _ ^ ^ » ^ z J ^ ^ ^ ^ ^ \(Charlotte and International calls)

Conferee Code: [^T—^1

Directors: Present

James E. Rogers, Chair John D. Baker, II William Barnet, III G. Alex Bernhardt, Sr. Michael G. Browning Harris E. DeLoach, Jr. _ _ _ _ _ Daniel R. DiMicco John H. Forsgren Ann M. Gray James H. Hance, Jr. James B. Hyler, Jr. William D. Johnson E. Marie McKee E. James Reinsch James T. Rhodes Carlos A. Saiadrigas Philip R. Sharp Theresa M. Stone

Secretary

Counsel

Others Present

A. Board Approval of General Items (Tabs 1-3) (10 minutes)

Committee Meetings (30 minutes)

• Audit Committee (Tab 4) (Theresa Stone) (5 minutes)

• Compensation Committee (Tabs 5-8) (Marie McKee) (10 minutes)

• Corporate Governance Committee (Tabs 9-10) (Ann Gray) (10 minutes)

• Finance and Risk Management Committee (Tab 11) (Jim Hance) (5 minutes)

B. Board Reconvene for Recommended Actions (Tabs 4-12) (5 minutes)

* * * * * * * * * * *

#435365

DUKE NCUC 00000327



General Items:

(1) Approval of Committee Assignments and Committee Chairpersons (2) Approval of the Appointment of Officers (3) Designation of the "Section 16 Officers" and Securities and Exchange Commission

"Executive Officers"

Item Recommended from the Audit Committee:

(4) Approval of Corporate Audit Services' 2012 Preliminary Internal Audit Plan

Items Recommended from the Compensation Committee:

(5) Approval of Compensation for Executive Officers, including Perquisites (6) Approval of Amendment of Duke Energy Executive Cash Balance Plan to Incorporate

and Freeze the Progress Supplemental Executive Retirement Plan (7) Delegation of Authority to Chief Executive Officer for Benefit Plan Amendments and

Administration (8) Approval of Revised Equity Grant Policy and Delegate Authority to Chief Executive

Officer for Equity Grants

Items Recommended from the Corporate Governance Committee:

(9) Approval of Determination that the Composition of the Audit Committee Satisfies NYSE and SEC Requirements and that the Composition of the Corporate Governance Committee and the Compensation Committee Satisfy NYSE Requirements

(10) Approval of Designation of the Audit Committee Financial Experts


Notice of Appeal

Board Consent Agenda

(12) Approval of Committee Items


Juty , 2012 Special Telephonic Audit Committee Meeting (2Q Earnings Release) August , 2012 Special Telephonic Audit Committee Meeting (2Q Form 10-Q)

[August 27, 2012 Nuclear Oversight Committee Meeting] [August 27, 2012 Compensation Committee Meeting] [August 27, 2012 Corporate Governance Committee Meeting] [August 27, 2012 Regulatory Policy and Operations Committee Meeting] [August 27, 2012 Audit Committee Meeting] [August 27, 2012 Finance and Risk Management Committee Meeting] August 27-28, 2012 Duke Energy Corporation Board Retreat

#435365

DUKE_NCUC_0 0000328


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AGENDA

DUKE ENERGY CORPORATION AUDIT COMMITTEE MEETING

WEDNESDAY, MAY 4, 2011 - 4:30 P.M. TO 6:30 P.M. THE STUDIO - THE RITZ-CARLTON HOTEL

CHARLOTTE. NORTH CAROLINA

Committee Members: Present

Michael G. Browning, Chair G. Alex Bernhardt, Sr John H. Forsgren James T. Rhodes Philip R. Sharp

Secretary

Others Present

Matters to be considered and acted upon:

Motion Second Vote

REDACTED - NON MERGER BUSINESS

Matters to ba discussed:


E. Enterprise Risk Assessment update (Swati Daji)

Matters to be reviewed: REDACTED - NON MERGER BUSINESS

•40568a

DUKE NCUC 00000336



Next scheduled meeting dates: August , 2011 (eamingi tticconrwenct) August , 2011 110-Otel«conferwce) August 22, 2011

M056B0

DUKE NCUC 00000337


MINUTES OF THE MEETING OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION. A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT THE STUDIO AT THE RITZ-CARLTON HOTEL, CHARLOTTE, NORTH CAROLINA, ON WEDNESDAY MAY 4, 2011 AT 4:30 P.M., PURSUANT TO NOTICE


Committee Members Present: Michael G. Browning, Chair G. Alex Bemhardt, Sr. John H. Forsgren James T. Rhodes Philip R. Sharp

Others Present: Jeffery G. Browning, Senior Vice President, Audit

Services and Chief Ethics and Compliance Officer Swati Daji; Vice President, Global Risk Management

and Insurance and Chief Risk Officer Lynn J. Good, Group Executive and

Chief Financial Officer David S. Maltz, Vice President, Legal

and Assistant Corporate Secretary Marc E. Manfy, Group Executive, Chief Legal Officer

and Corporate Secretary Steven K. Young, Senior Vice President and

Controller Jason A. Enoch and Charles D. Muha,

Deloitte & Touche LLP ("D&r)

Mr. Michael Browning chaired the meeting and Mr. Maltz served as secretary

and kept the minutes. Mr. Michael Browning ascertained that a quorum was present

and called the meeting to order.


-1 -ac 05.04.2011 #415750

DUKE NCUC 00000338



Mr. Michael Browning then asked Mr. Young to present the Duke Energy

Corporation (the "Corporation") Form 10-Q for the quarter ended March 31, 2011

("Form 10-Q")- Mr. Young discussed the Form 10-Q in its entirety, including the

Acquisitions footnote which discusses the merger with Progress Energy, Inc. ("Progress

Energy"),


ac 05.04.2011 M l 5750

DUKE NCUC 00000339



Ms. Daji entere

Assessment ("ERA").


Ms. Daji concluded the presentation with a discussion of the risks and

Challenges associated with the Corporation's merger with Progress Energy. Ms. Daji

then exited the meetinq. REDACTED - NON MERGER BUSINESS

- 3 -ac 05.04.2011 #415760

DUKE NCUC 00000340



There being no further business to come before the meeting, the meeting ofthe

Audit Committee of the Board of Directors of Duke Energy Corporation was declared

adjourned.



- 4 -ac 05.04.2011 #415750

DUKE NCUC 00000341


AGENDA


AUDIT COMMITTEE MEETING MONDAY, OCTOBER 24, 2011 -4:30 P.M. TO 6:30 P.M.


Committee Member :

Michael G. Browning, Chatr G. Alex Bernhardt, Sr. John H. Forsgren James T. Rhodes Philip R. Sharp

Present

Secretary,

Others Present

Matter* to be considered and acted upon: Motion Second

Redacted - Non Merger Business Vote

Matters to be discussed;

Redacted - Non .Merger Business

C. Merger update - Finance (Steve Young)

Mattera for review:

Redacted - Non Merger Business

#424085

DUKE NCUC 00000342


Persons present at the meeting;

Committee Members Present:

MINUTES OF THE MEETING OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD ATTHE DUKE ENERGY CENTER, 550 S. TRYON STREET, CHARLOTTE. NORTH CAROLINA ON MONDAY. OCTOBER 24, 2011, AT 4:30 P.M., PURSUANTTO NOTICE

Michael G. Browning, Chair G. Alex Bernhardt, Sr. John H. Forsgren James T. Rhodes Philip R. Sharp

Committee Members Absent: None

Others Present: Jeffery Browning, Senior Vice President, Audit Services and Chief Ethics and Compliance Officer




Steven K. Young, Senior Vice President and Controller

Jason A. Enoch and Charles D. Muha Deloitte & Touche LLP {"D&T")

Mr. Michael Browning chaired the meeting and Mr. Maltz, the secretary, acted as

such and kept the minutes. Mr. Michael Browning ascertained that a quorum was

present and called the meeting to order.


ac 10.24.11 #432217

DUKE NCUC 00000343



Mr. Young then discussed the preparation efforts by the finance department for

Day One after the merger with Progress Energy. Mr. Young discussed Day One

readiness and the finance department's iong-term integration plans. Mr. Young talked

about the cunent internal controls processes at Duke Energy and Progress Energy and

the plans going forward. He aiso discussed conforming accounting policies and

planned reporting segments and segment measures.


ac 10.24.11 #432217

DUKE NCUC 00000344



There being no further business to bring before the meeting, the meeting of the

Audit Committee ofthe Board of Directors of Duke Energy Corporation was declared

adjourned.


r

Secretary of the MeWinij

ac 10.24.11 #432217

DUKE NCUC 00000345


Audit Committee Meeting October 24, 2011

.Duke } Energy,

Merger Update Finance

Stove Young Senior Vice President and Controller

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Preparation for "Day 1"

* Focus on projects necessary to close books and consolidate Inancia data immediately after close of merger • Six specific system projects staffed and on target for completion

(e.g. data interfaces, property records system, cost allocations, etc.) • Numerous non-system projects identified and on-target for

completion (e.g. SEC report formats, governance rules, tax return preparation, etc.)

=31 ro o o o o o

I o D o s l pa tf D a

Note: See Appendix for status of all Day 1 projects


Confidential : i I

•i

'.I

DUKE_NCUC_0 0000350


'• 1

Confidential

DUKE_NCUC_00000351


Confidential

DUKE_NCUC_00000352


Confidential

DUKE_NCUC_0 0000353


Confidential

DUKE_NCUC_0 0000354


AGENDA


TO BE HELD VIA TELECONFERENCE ON WEDNESDAY, NOVEMBER 2, 2011 - 2:30 P.M. TO 3:30 P.M.

In-House Participants to meet in SSO South Tryon. Conferanca Room 4339

Chariotia, North Caroiina

Oiat-in Numbar: Redacted - Personal Into Conferee Coda : '——;

Committee Members:

Michael G. Browning. Chair G. Alex Bemhardt, Sr. John H. Forsgren James T. Rhodes Philip R. Sharp

Present

Secretary,

Others Present

Matters to be discussed:

Redacted - Non Merger Business

DUKE NCUC 00000355


MINUTES OF THE MEETING OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON WEDNESDAY, NOVEMBER 2, 2011, AT 2:30 P.M., PURSUANT TO NOTICE



Others Present:

Michael G. Browning, Chair G. Alex Bemhardt, Sr. John H. Forsgren James T. Rhodes Philip R. Sharp

Jeffery G. Browning, Senior Vice President, Audit Services and Chief Ethics and Compliance Officer




James E. Rogers, Chairman, President and Chief Executive Officer

Steven K. Young, Senior Vice President and Controller

.Jason A. .Enoch and Charles D. Muha Deloitte & Touche LLP ("D&r)


such and kept the minutes. Mr. Michael Browning ascertained that a quorum was

present and called the meeting to order.


ac 11.02.11 #433177

DUKE NCUC 00000356



Mr. Michaef Browning asked Mr. Young to discuss the third quarter Form 10-Q.

Mr. Young referenced the draft third quarter Form 10-Q for the Corporation distributed

to the members in advance of the meeting. He then led a review and discussion of,

among other things, the financial statement footnotes, including the update on the

merger with Progress Energy, I

REDACTED * NON MEW5ER BUSINESS

a d 1.02.11 #433177

DUKE NCUC 00000357




Audit Committee of the Board of Directors of Duke Energy Corporation was declared

adjourned.


Secretary of the

ac 11.02.11 #433177

DUKE NCUC 00000358


DUKE_NCUC_0 0000359


AGENDA

DUKE ENEROY CORPORATION

AUDIT COMMITTEE MEETING WEDNESDAY, DECEMBER 7, 2011 - 4:30 P.M. TO 6:30 P.M.


Committee Members:

Michael G. Browning, Chair G. Alex Bemhardt Sr. John H. Forsgren James T. Rhodes Philip R. Sharp

Present

Secretary,

Others Present

Matters to be considered and acted upon: Motion Second Vote


Matters to bo discussed:


B. Accounting and Tax Considerations - Combined Company (Steve Young and Keith Butler)

EDACTED - NON MERGER BUSINESS

F. Review New Duke Corporate Audit Services 2012 Audit Plan (Jeff Browning)

Mattera for review: REDACTED - NON MERGER BUSINESS

#426369

DUKE NCUC 00000360



Next scheduled meeting dates: February [], 2012 (Fourth Quarter Earnings Release and Form 10-K} February 27,2012

0420360

DUKE NCUC 00000361




Committee Members Absent

Others Present:

MINUTES OF THE MEETING OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD AT THE DUKE ENERGY CENTER, 550 SOUTH TRYON STREET, CHARLOTTE, NORTH CAROLINA ON WEDNESDAY, DECEMBER 7, 2011, AT 4:30 P.M., PURSUANT TO NOTICE

G. Alex Bernhardt, Sr. John H. Forsgren (acting as Chair) James T. Rhodes Philip R. Sharp

Michael G. Browning

Jeffery G. Browning, Senior Vice President, Audit Services and Chief Ethics and Compliance Officer

Keith Butler, Senior Vice President, Tax Lynn J. Good, Group Executive and

Chief Financial Officer David S. Maltz, Vice President, Legal and

Assistant Corporate Secretary Marc E. Manly, Group Executive, Chief Legal Officer

and Corporate Secretary Steven K. Young, Senior Vice President

and Controller Jason A. Enoch and Charles D. Muha

Deloitte & Touche LLP CDST")

Mr. Forsgren chaired the meeting and Mr. Maltz, the secretary, acted as such

and kept the minutes. Mr. Forsgren ascertained that a quorum was present and called

the meeting to order.


ac 12.07.11 #437190

DUKE NCUC 00000362



Mr. Bemhardt entered the meeting at this time.

REDACTED - NON MERGER BUSfNESS

Notice of ADDeal

Notice of Appeal - NON MERGER BUSINESS

ac 12.07.11 #437190

DUKE NCUC 00000363



Notice of Appeal REDACTED - NON MERGER BUSINESS

ac 12.07.11 #437180

DUKE NCUC 00000364



There being no further business to bring before the meeting, the meeting ofthe


adjourned.



ac 12.07.11 #437190

DUKE NCUC 00000365


Audit Committee Meeting December 7,2011

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DUKE_NCUC_0 0000370


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Audit Committee Meeting December 7,2011 'Energy*

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Steve Young ;

Senior Vice President and Gontroller J

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Confidential

DUKE_NCUC_0 0000373


Confidential

DUKE_NCUC_0 0000374


Confidential

DUKE_NCUC_0 0000375


Confidential



AGENDA


TO BE HELD VIA TELECONFERENCE ON TUESDAY, FEBRUARY 14, 2012 -11:00 A.M. TO 12:00 P.M.

tn~Hou*e Participants to meat in Room 4629, SSO South Tryon

Charlotto, North Carolina

DiaNn Numbar: I Redacted.-jfenmaMnfo ; Conferee Codt;[—•*—•-]



Secretary,

Others Present



Next scheduled meeting date: February 21, 2012 (Form 10-K)

DUKE NCUC 00000377




Others Present:

MINUTES OF THE MEETING OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION. DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON TUESDAY, FEBRUARY 14, 2012. AT 11:00 A.M., PURSUANTTO NOTICE

G. Alex Bemhardt, Sr. Michael G. Browning, Chair John H. Forsgren James T. Rhodes Philip R. Sharp

James E. Rogers, Chainnan, President and Chief Executive Officer

Jeffery G. Browning, Senior Vice President, Audit Sen/ices and Chief Ethics and Compliance Officer

Lynn J. Good, Group Executive and Chief Finandal Officer



Steven K: Young, Senior Vice President and Controller

Charles D. Muha Deloitte & Touche LLP (UD&T)


such and kept the minutes. The Committee ascertained that a quorum was present

and called the meeting to order.

REDACTED- NON MERGER BUSINESS

ac 02.H.12 #438658

DUKE NCUC 00000378


REDACTED - NON.MERGER BUSINESS

"•") At this time, Mr. Michael Browning joined the meeting.


Ms. Good provided the Committee with an update on the earnings to be reported

by Progress Energy, Inc. in their upcoming earnings release.

ac 02.14.12 #438658

DUKE NCUC 00000379




adjourned.


Secretary of the Mee^ng\

ac 02.14.12 #438858

DUKE_NCUC_00000380


DUKE_NCUC_00000381


AGENDA


MONDAY, JUNE 25, 2012 - 4:30 P.M. TO 6:30 P.M.

BOARD ROOM AT THE DUKE ENERGY CENTER CHARLOTTE, NORTH CAROUNA



Secretary,

Others Present

Matters to be considered and acted uoon: • Motion. Second.

REDACTED - NON MERGER BUSINESS Voie



Next scheduled meeting dates: July [ J- 2012, (2Q •aming* tBtoconf«r«nc«) August [ ], 2012, (2Q form 10-Q tol»conftr*ne«> [August 27, 2012]

DUKE NCUC 00000382


Duke & Energy*


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DUKE NCUC 00000383


Duke & Energy*



DUKE_NCUC_0 0000384


Duke & Energy*



DUKE NCUC 00000385


AGENDA


COMPENSATION COMMITTEE MEETING WEDNESDAY. DECEMBER 8, 2010-11:00 A.M. T012:30 P.M.

THE STUDY AT THE RITZ-CARLTON HOTEL CHARLOTTE, NORTH CAROUNA

Committee Members: Present James H. Hance, Jr., Chair Daniel R. DiMicco John H. Forsgren Ann M. Gray

Secretary.,

Others Present

Matters to be considered and acted upon: Motion Second Vote

REDACTED - INFORMATiON NOT RE PROSPECTIVE CEO

Matter to be reviewed and discussed:

REDACTED - INFORMATION NOT RE PROSPECTIVE CEO

Next scheduled meeting data: February 21, 2011

37TS4»

DUKE NCUC 00000387


1


Committee Members Present

MINUTES OF THE MEETING OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD IN THE STUDY AT THE RITZ-CARLTON HOTEL, CHARLOTTE, NORTH CAROLINA, ON DECEMBER 8, 2010, AT 11:00 AM.. PURSUANT TO NOTICE

James H. Hance, Jr., Chair John H. Foragren Ann M. Gray, Lead Director

Committee Members Absent Daniel R. DiMicco

Others Present James E. Rogers, Chairman, President and Chief Executive Officer


Robert J. Ringel, Vice President Legal and Assistant Corporate Secretary

Jennifer L. Weber, Senior Vice President and Chief Human Resources Offlcer

Beverly Aisenbrey, Frederic W. Cook & Co.

m

m

Mr. Hance chaired the meeting and Mr. Ringel, the secretary, acted as such

and kept the minutes. Mr. Hance ascertained that a quorum was present and

called the meeting to order.


31M34

DUKE NCUC 00000388



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DUKE NCUC 00000389



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DUKE NCUC 00000390



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DUKE NCUC 00000391


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Mr. Hanco explained that In connection with Pfoject Granrte. compensation

arrangements would be approved for Mr. Wiffiam D. Johnson, who was expected to

become the Chief Executfve Officer of the surviving company, and Mr. James E.

Rogere, who was expected to become the Executive Chairman of the Board of

Directors of the surviving company. Ms. Aisenbrey then explained the proposed

terms of Mr. Johnson's compensation arrangement and the related benchmarking

information. Mr. Hance explained that Mr. Johnson's employment agreement would

contain a three-year term. The commrttee also discussed the feet that Mr.

Johnson's agreement would not provide for a tax gross-up payment in the event that

golden parachute taxes were incurred under Sections 280G and 4999 of the Intemai

Revenue Code of 1986, as amended.

The committee then met In Executive Session to discuss a compensation

arrangement for Mr. Rogers.

There being no further business to bring before the meeting, the meeting

was declared adjourned.

Secretary iif the Meeting

DUKE_NCUC_0 0000392


AGENDA

DUKE ENERGY CORPORATION COMPENSATION COMMITTEE MEETING

TO BE HELD VIA TELECONFERENCE ON MONDAY, JANUARY 3.2011 -4:00 PJN. TO 5:00 P.M.

irf/fovtt PtrtXtpanta to rm* bt sn Soott Church Strmt. CBO CowAmw* ffoom

Clmtotto, Horth Cantom

Ota**! Nuntar |mm\(TaM fma):{^-^.'^jfCiurtoa^ PMtclpwrt CedK

Committee Members:

James H. Hance, Jr., Chair Daniel R. DiMicco John H. Forsgren Ann M. Gray

Present

Secretary.

Others Present

Matter to be reviewed and dlscusssd:

REDACTED - INFORMATiON NOT RE PROSPECTIVE ..- CEO

Naxt scheduled meeting date: February 21,2011

suru

DUKE NCUC 00000393


MINUTES OF THE MEETING OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION. A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD VIA TELECONFERENCE ON JANUARY 3 2011. AT 4:00 P.M.. PURSUANT TO NOTICE


Committee Members Present James H. Hance, Jr., Chair Daniel R. DiMicco John H. Forsgren Ann M. Gray. Lead Director

Committee Member* Absent None

Others Present James E Rogers, Chairman, Prestdent and Chief Executfve Offlcer

Lynn J. Good, Group Executive and Chief Financial Offlcer

Marc E. Manly, Group Executfve. Chief Legal Offlcer and Corporate Secretary

Robert J. Ringel. Vice President, Legal and Assistant Corporate Secretary

Jennifer L Weber, Senior Vice President and Chief Human Resources Offlcer

Beverfy Aisenbrey, Frederic W. Cook & Co.

Mr. Hance chaired the meeting and Mr. Ringel. the secretary, acted as such



- INFO

DUKE NCUC 00000394


Mr Hanca explained that it waa contemplated that, following the

consummation of the proposed merger with Progress Energy, Inc., Mr. James E.

Rogers would continue wfth the coiporation in the capadty of Executtva Chairman of

the Board oi Directors, and Mr. Wifliam 0. Johnson would serve as President and

Chief Executive Officer. Mr. Manly then provided a detailed explanation of the

AUomey-Cltent Privilege

i . i

•Vi*

DUKE NCUC 00000395


J Tha Committee then reviewed the benchmarking information that had been

provided, discussed the term sheets and asked management to continue

discussions with Measrs. Rogers and Johnson in order to flnallze the term sheets on

substantialV the terms discussed at the meeting.

There being no further business to bring before the meeting, the meeting

was dedared adjourned.

Secretary ofyfhe Meeting

DUKE_NCUC_0 0000396


* Dufce RabmtJ. Rlngri Vfc*Pra«lvn,UgdM

AMtotM CcqxaMi SKVIWy

C*K*nrt,Ohto 45102

HsShgAdcrai: paooiSBorizuMit i CMnRafl,Ctilo 49202

January 3, 2011

DUKE ENERGY CORPORATION COMPENSATION COMMITTEE

James H. Hance, Jr., Chatr Daniel R. DiMicco John H. Forsgren AnnM. Gray

Dear Committee Members:

A special meeting of the Duke Energy Corporation Compensation Committee of the Board of Directors wilt be held via tele«nference on Monday, January 3,2011, at 4:00 p.m. In order to partidpate, please draJ[R«i«cted"pw*.n wo] (or [ ^ ^ S j ^ h h i , if calling from the Charlotte area), code L—.—-. i

i j

Enclosed are the meeting materials, including the agenda and other Information fbr your review prior to the meeting.

Sincerely.

Robert J&ftlngel

Secretary, Compensation Committed

Enclosures cc. James E. Rogers

Beverly W. Aisenbrey Lynn J. Good Marc E. Manty Jennifer L. Weber

38S728

DUKE_NCUC_0 0000397


Compensation Committee Meeting Januaiy 3,2011

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Project Granite Compensation and Benefits

Considerations



a a

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REDACTED - INFORMATION NOT:RE PROSPECTIVE CEO


D G

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Duk» 'Energy

REDACTED> INFORMATION NOT RE PROSPECTIVE CEO


Confidential a a

I s; o a o o o o o o o CO


Confidential o c ra

o c a o o o o o tt> o


Confidential

DUKE_NCUC_0 0000405


Confidential D C

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DUKE NCUC 000004a6-A

I

Confidential o a

2 ; o a o I o o o o o ^ o - J


mVtttGED ANO OOKRKNTtAL ATTOIWtY WORK PftOPUCT

Attorney-Cltent Privilege

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t o O z Ui' X. r> o

DUKE NCUC 00000408

Attorney-CNent Privilege

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DUKE NCUC 00000409

Attomey-CHent Privtiege

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DUKE NCUC 00000410

Attorney-Ciient Privilege

S o o o o

I o => O LU

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DUKE NCUC 00000411

Confidential o a

s j a a o I o o o o o 1—1


Notice of Appeal o c

I 2 ; o a o o o o o o I—1

CO


Notice of Appeal D C

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OUKE NCUC 00000415-A

Notice of Appeal a t a ! M i

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OUKE NCUC 00000417-A

Notice of Appeal a a ra I 2; o a n I o o o o o

CO


Notice of Appeal o c tt

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Notice of Appeal a a w

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Notice of Appeal o a

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AGENDA


COMPENSATION COMMITTEE MEETING MONDAY, OCTOBER 24, 2011 -11:00 A.M. TO 12:30 P.M.

ROOM 4719 AT THE OUKE ENERGY CENTER CHARLOTTE, NORTH CAROLINA

Committee Members:

James H. Hance, Jr., Chair Daniel R. DiMicco John H. Forsgren Ann M. Gray

Present Secretary

Others Present

Mattera to be considered and acted upon: Motion Second N/gfe


Matters to be reviewed and discussed:


B. Discuss employment agreement for Chief Executive Officer and amendment to employment agreement for Executive Chairman

CTED - INFORMATION NOT RE PROSPECTIVE CEO

Next achedulad meeting data: December 7,2011

42*473

DUKE NCUC 00000422




MINUTES OF THE MEETING OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OUKE ENERGY CORPORATION, A DELAWARE CORPORATION, DULY CALLED, CONVENED AND HELD IN ROOM 4719 AT THE DUKE ENERGY CENTER, CHARLOTTE, NORTH CAROLINA, ON OCTOBER 24,2011, AT 11:00 A.M., . PURSUANT TO NOTICE

James H. Hance, Jr., Chair Daniel R. DiMicco John H. Forsgren Ann M. Gray, Lead Director

Committee Members Absent:

Others Present

None

James E. Rogera, Chairman, President and Chief Executive Officer


Robert J. Ringel, Vice President, Legal and Assistant Corporate Secretary

Jennifer L. Weber, Group Executive, HR and Corporate Relations

Beverly Aisenbrey, Frederic W. Cook A Co.

Mr. Hance chaired the meeting and Mr. Ringel, the Secretary, acted aa such

and kept the minutes. Mr. Hance ascertained that a quorum waa present and called

the meeting to order.


4XQ37

DUKE NCUC 00000423


REDACTED - INFORMATION NOT RE PROSPECTIVE CE

i

DUKE NCUC 00000424



Ms. Weber also explained that Progress Energy was taking all necessary

steps to terminate the employment agreements of all Progress Energy executives

other than Mr. William D. Johnson.)


DUKE NCUC 00000425



Mr. Manly then provided an update on the preparation of the amendment to

Mr. James E. Rogers' employment agreement and the new employment agreement

tor Mr. WiBtam 0. Johnson:]

Attorney-Client Priviiege

DUKE NCUC 00000426

DUKE NCUC 0000042&-A


There being no farther busineee to bring before the meeting, the meeting was

declared adjourned.

the Meeting

r

DUKE NCUC 00000427


a a

l si o a o I o o o o o

CO

Compensation Committee Meeting October24,2011

Update on Compensation and Benefits Issues Related to the Merger

Jennifer L Weber Group Executive, HR and Corporate Relations


f l r E i M f g y .

Key Kerns for Discussion REDACTED - INFORMATION NOT RE PROSPECTIVE CEO

Compensation ofthe Executive Of

o G 7i

'a o a a I o o o o o

REDACTED - INFORMATION NOT RE PROSPECTIVE C

" to d M 3 d r a R 1 0 • » e m P « agreement «a


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Key Items for Discussion (cont.) RMATION NOT RE PROSPECTIVE C

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Key Items for Discussion (cont) REDACTED - INFORMATiON NOT RE PROSPECTIVE CEO

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Key Items for Discussion (cont.) EDACTED - INFORMATION NOT RE PROSPECTIVE CEO

426331


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REDACTED - INFORMATION NOTRE PROSPEC

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OSPECTIVE CEO

C „ D * l S ? U S S EMPLOYMENT AGREEMENT PM0D? M ^ ™ ™ *

0 F R C E R A N D AMENDMENT TO EMPLOYMENT AGREEMENT FOR EXECUTIVE CHAIRMAN

InMnnectonwimto

and among Drte Energy, Diamond Acquisition G y r a t i o n and P m g n ^ EnemJ Inc

respect to his employment agreement following the merger.

* R ^ f n - ^ T S h ^ W» "ew role as Executive Chairman of tha ^ « m L ? ^ 0 f 0 U ? E n e r 9 y ' 3 8 w e l , 3 4 h o w his current emptoyment agreement will be amended to reflect the new role.

' p L t ^ f ^ n l f r m - s h e o t describes his new role ae Chief Executive Officer and

^ m ^ r t ^ 3 3 W e I 1 3 3 t h e m a t e ^ ' a , l e n n 3 o f h l 3 n e w ^PtoymmS

Bich of the term sheets, as well as a draft amendment to Mr. Rogers's current

tofh^lSre?ment ^ 3 d r a f t ^ P ' 0 ^ " * agreement fbr Mr. Johnson, Is attached RnnJL ^ ^ S c ? n S ^ t l 0 n ' ^ d r a f t 8 - h a v e been provided o Messre Rogers and Johnson for their review.

I ^ n ^ ^ ^ K 0 * t f i n 9 ^ l 1 0 4 3 1 ( 6 a c t i o n o n l t e m s a t time. At its first S 2r n ^ 9 t h e *™ C * 1 ™ ^ wi'l be asked to recommend that the

42*303

DUKE_NCUC_0 0000437


TERM SHEET FOR AMENDMENT TO EMPLOYMENT AGREEMENT

JAMES E. ROGERS

^ ^ K T T * ^ foiIowin8 the execution ofthis tenn sheet, but in any

M ^ T h ^ 1 i r a C 0 f t i l e e r 8 c r contemplated by the Agreement Plan of

o « 5 S ^ Agrwnena James E. Rogers (the "Executive") and Dufce wS each use their commercially reasonable efforts to amend (or cause their respective affiliates io m d )

E ^ W ^ 8 ^ ? ' , f ^ ^ 8 1 , ( 1 ^ P P ^ e to effectuate the tem*of i e S £ t L T ? h 0 ! ^ l 0 r g X t forth^ ^amendments AaU take effect as ofthe Effective Time. Capitalized terms used but not defined herein shall have tfTe meanings ascribed to such terms in the Merger Agreement

11 ^ K ^ d X 3 5 0 therWi9e ^ ^ " — 2 ' o f ^ ^ T r u 1 ' ^ . : ^ 6 S h a J 1 i C r V C 3 3 E x e c u t i v e Chainnan ofthe Board

of Doctors ofDuke (the "Executive Chair") foUowing the Menjer and will cease to bT employed as Pies.dem and Chief Executive Officer of Duke as ofthe Effective W The Executive Icommue to report directly to the Board ofDirectors of Duke and his rolca and rc^biha* wiu ^ose set forth on Exhibit B to the Merger AgreenJTln m

Aenght to termnme his employment for "Good Reason" (as defined in the Current Agreement) under Section 10(b) ofthe Current Agreement.

3 ' ^ " ! ? i e ^ t t ^ v e , 5 ^ o f e ^ ^ 2013

4. OnKQinsCompgn tinn - The Executive's compensation will remain the same in all respects as under the Current Agreement through December 31,2013. Should the term of ^ t u Z ^ ^ ^ T 1 D C C e m b e r 3 1 • 2013 and the Executive continue to serve as D M 2 ? " / f * ^ ^ C o m p e n ^ 0 n C o m ^ ^ o ^ e Board of Directors of . t ^ t W Ex««»'ve*s compensation for the remaining tenn of his employmenl

5. Advisor f w -Jhe Executive will be reimbursed for reasonable expenses incurred in A ^ ^ L of this term sheet and the amendmmt to the Current

•1-

DUKE_NCUC_0 0000438


DIAMOND ACQUISITION CORPORATION


J^»^E Roger*

DUKE_NCUC_00000439


PRIVILEGED ANO CONFIDENTIAL ATTORNEY WORK PRnnyrr WLRAK DRAFT: IQ/MU

AMiNDNfrfVtTOEMPI^YMEjYr^HFFAVRXr

Attorney-Client Privilege

426274

1*1*47896*1

DUKE NCUC 00000440



-2-

DUKE NCUC 00000441


Attomey-CHent Privilege

-3-

DUKE NCUC 00000442



DUKE NCUC 00000443

DUKE NCUC 0000O443-A

EMPLOYMENT AGREEMENT TERM SHEET

WILLIAM D. JOHNSON

Notice of Appeal

Confidential

•i-

DUKE_NCUC_0 0000444


(d) Adjiotmenta - Given the time period between the effective date of thia tenn shed and the anticipated date of the closing ofthe Merger, the Duke Compensation Committee will review benchmark data and reserves discretion to increase the compensation ofthe Executive if determined to be appropriate after taking into account the compensation provided to CEOs of Duke's peer group.

( e ) Employee Benefits - The Executive shall be entitled to employee benefits (e.g., retirement plans, health and insurance plans, perquisites) as detennined by the Duke Compensation Committee from time to time.

(0 SEKE - The Executive's benefit under the Amended and Restated Supplemental Senior Executive Retirement Plan of Progress Energy, [nc. (the "SERP") shail be treated in the same manner as the baiefit of other executives in the SERP who are employed with Duke following the closing of the Merger.

3- Impact of Termination of Employment

(a) I f the Executive is invohmlarily terminated without cause or quits for good reason following, but prior to the second anniversary of, the closing ofthe Merger, he will be entitled to severance equal to the benefits provided under the Progress Eneigy Inc. Management Change-in-Control Plan, as amended from time to time, except that no tax gross-up shall be provided, and the parties shall use their best efforts to stracture the severance in a manner that eliminates or reduces the impact of Sections 280G and 4999 ofthe tax code.

(b) I f the Executive is involuntarily terminated without cause or quits for good reason following the second anniversary of, but prior to the third anniversary of, the closing ofthe Merger, he will be entitled to the severance provided under his current employment agreement, as amended from time to time.

(c) For purposes of determining whether the Executive has "good reason" to terminate employment or a "constructive termination" has occurred, his move to Charlotte, NC, Sections 2.13(b) and 2.13(c) ofthc Progress Energy, Inc. Management Change-in-Controt-Han and Section 8(aXi) of his current employment agreement, shall be disregarded.

6. Other Matters

00 Relocation Benefits - The Executive will be reimbursed for direct and indirect relocation costs, provided that the Executive shall not receive a tax gross-up or indemnification for any such relocation cosls that constitute income to the Executive.

(b) Advisor Pegs - The Executive will be reimbursed for reasonable expenses incurred in connection with the negotiation ofthis term sheet and the new employment agreement.

-2-

DUKE_NCUC_0 0000445


(c) Corporate Aircraft - The Executive will be subject to substantially the same policies as currently in effect for Duke's current CEO.

-3-



u IN WITNESS WHEREOF, the parties signing below havo aucuted this term shed this ttay of Jonuuy, 2011. intending to be legally txnmd thereby. I thereby.


DUKE ENEROY CORPORATION

William D. Johason

DUKE_NCUC_0 0000447


IN WITNESS WHEREOF, the paitZes signing below havo executed this tem sheet this e_ day of Januaiy, 2011, intending to be legally bound thereby.


By:__


By:

William D. Johnson

DUKE_NCUC_000004 48


PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT WLR&K DRAFT: 10/5/11


425*35

DUKE NCUC 00000449


Attorney-Client Priviiege

DUKE NCUC 00000450



DUKE NCUC 00000451



DUKE NCUC 00000452



DUKE NCUC 00000453



DUKE NCUC 00000454


Attorney-Ciient Priviiege

DUKE NCUC 00000455


Attorney-Ciient Priviiege

DUKE NCUC 00000456



DUKE NCUC 00000457



10

DUKE NCUC 00000458

DUKE NCUC 00OOO458-A

Attomey-CHent Privilege

n

DUKE NCUC 00000459



12

DUKE NCUC 00000460



13

DUKE NCUC 000004 61



14

DUKE NCUC 00000462


Attorney-Ciient.Privilege

15

DUKE NCUC 000004 63



16

DUKE NCUC 00000464



17

DUKE NCUC 00000465


Confidential

i

DUKE_NCUC_000004 66


AGENDA


CONPCNSATION COMMI 11 LB MEETINQ WEDNESDAY. DECEMBER 7,2011 -10:30 AJL T012*0 PM.

ROOM 4719 AT THE DUKE BIERGY CENTER £ CHARLOTTE, NOR™ CAROUNA

Committee Mgrn^fy

Jame* H. Hance, Jr., Chair Daniel R. Dft«cco John H. Foragren AnnM. Gray

Present

Secretary.

Others Present

MattartobeconsldMvd and acted upon:

REDACTED - INFORMATtON NOT RE PROSPECTIVE CEO

Mitten to to reviewed and dtecueeed:

PfrWM WmffOTfltion and benofHa faauM related tp tha ir^foer. inchidipy

L ^jOYnwm afiregment for Chtflf nfft^r and ^n^^pnt to

REDACTED - INFORMATION NOT RE PROSPECTIVE.CEO

Next scheduled meeting date: February 27,2012

430986

DUKE NCUC 00000467

DUKE NCUC 000OO467-A


Commrttee Members Present:

MINUTES OF THE MEETING OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION. A DELAWARE CORPORATION, DULY CALLED, CONVENED ANO HELD IN ROOM 4719 AT THE DUKE ENERGY CENTER, CHARLOTTE, NORTH CAROLINA, ON DECEMBER 7, 2011, AT 10:30 AM. , PURSUANT TO NOTICE

Committee Members Absent

Othera Present:

James H. Hance, Jr., Chair (via taleconference) Daniel R. DiMicco John H. Foragren Ann M. Gray, Lead Director

James E. Rogers, Chairman, President and Chief Executive Officer

Lynn J. Good; Group Executive and Chief Finandal Officer

MarcE, Manly, Group Executive, Chief Legal Officer and Corporate Secretary

Robert J. Ringel, Vice President, Legal and Assistant Corporate Secretary

Jennifer L Weber. Group Executhre, HR and Corporate Relations

Beveriy Aisenbrey, Frederic W. Cook & Co.

Mr. Hance chaired the meeting and Mr. Ringel, the secretary, acted as such



REDACTED - INFORMATION NOT RE PROSPECTIVE CEO.

DUKE NCUC 00000468


REDACTED * INFORMATION NOT RE PROSPECTIVE CEO

DUKE NCUC 00000469



DUKE NCUC 00000470


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