Duke Energy Releases Details of CEO Compensation Package - Duke Energy

News Release
April 6, 2006

Duke Energy Releases Details of CEO Compensation Package

CHARLOTTE, N.C. – Duke Energy announced today that the Compensation Committee of the board of directors has approved an employment agreement for President and Chief Executive Officer James E. Rogers, which is stock-based and tied directly to the performance of Duke Energy. Rogers will receive no base salary and will not participate in bonus programs.

The agreement covers the period from April 3, 2006, through April 3, 2009, and generally requires Rogers to hold all shares of Duke Energy stock he receives under the contract until that date.

The three-year package includes the following key components:

  • Shares of phantom stock – 258,180 shares that vest over time, beginning with 21,515 shares upon grant. The remaining 236,665 shares will vest quarterly over the next three years.
  • Performance shares – 322,800 shares that vest at the rate of 107,600 shares each year beginning in early 2007 if financial and company goals, established annually by the board of directors, are achieved. The number of performance shares that Rogers will have the right to receive, if any, for any year, will depend on the relative achievement of the applicable goals for that year.
  • Options – a one-time stock option grant of 1,877,646 shares, granted on April 4, 2006, with a strike price of $29.14. One-third of the options will vest each April 3 of 2007, 2008 and 2009, and Rogers has up to 10 years from the grant date to exercise them. The agreement generally prohibits him from the sale of shares acquired upon the exercise of an option before April 3, 2009.
  • Cash dividend equivalents on unpaid phantom stock and performance shares as dividends are declared and paid on Duke Energy common stock.
  • The equity awards also will vest, in whole or in part, in the event of Rogers' death, disability or qualifying termination of employment. 

The equity awards were granted as a material inducement for Rogers to accept employment with Duke Energy upon the consummation of its combination with Cinergy Corp. All of the equity awards were granted in reliance upon the "employment inducement" exception to the stockholder approval requirements of the rules of the New York Stock Exchange.

Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: http://www.duke-energy.com.

Contact: Elizabeth Bennett
Phone: 704/382-7844
24-Hour Phone: 704/382-8333
e-mail: sebennett@duke-energy.com