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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As filed with the Securities and Exchange Commission on March&nbsp;2, 2007</B>
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<DIV align="left" style="font-size: 10pt; margin-top: 0pt; margin-left:82%"><B>Registration No.&nbsp;333-</B>
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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
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<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
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<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
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<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
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<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>DUKE ENERGY CORPORATION</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>(Exact Name of Registrant as Specified in Its Charter)</B></DIV>


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    <TD align="center" valign="top"><B>Delaware<BR>
(State or Other Jurisdiction of <BR>
Incorporation or Organization)</B>
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    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>20-2777218<BR>
(I.R.S. Employer<BR>
Identification No.)</B></TD>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>526 South Church Street<BR>
Charlotte, North Carolina 28202<BR>
(704)&nbsp;594-6200<BR>
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant&#146;s Principal Executive Offices)</B>
</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Duke Energy Corporation 2006 Long-Term Incentive Plan<BR>
(Full Title of the Plan)</B></DIV>
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<DIV align="center" style="font-size: 10pt; margin-top: 0pt"><BR>
<B>Robert T. Lucas III<BR>
Duke Energy Corporation<BR>
526 South Church Street<BR>
Charlotte, North Carolina 28202<BR>
(704)&nbsp;594-6200<BR>
(Name, Address and Telephone Number of Agent for Service)</B></DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

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    <TD nowrap align="center"><B>Title of</B></TD>
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    <TD>&nbsp;</TD>
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    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
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    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
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    <TD nowrap align="center"><B>Securities to be</B></TD>
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    <TD nowrap align="center"><B>Aggregate Offering</B></TD>
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    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registration</B></TD>
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    <TD nowrap align="center"><B>Registered</B></TD>
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    <TD nowrap align="center"><B>Registered (1)</B></TD>
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    <TD nowrap align="center"><B>Share(2)</B></TD>
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    <TD nowrap align="center"><B>Price (2)</B></TD>
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                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock,
par value $0.001
per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">60,000,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$19.79</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
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    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$1,187,400,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$36,453.18</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
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    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Of the shares to be registered under this Registration Statement,
9,997,573 shares were previously registered for issuance under the
Registrant&#146;s Duke Energy Corporation 1998 Long-Term Incentive Plan,
and 1,649,741 shares were previously registered for issuance under the
Registrant&#146;s Cinergy Corp. 1996 Long-Term Incentive Compensation Plan,
pursuant to a registration statement on Form S-8 filed on April&nbsp;3,
2006 (No.&nbsp;333-132933) (the &#147;Prior Registration Statement&#148;) (such
shares, the &#147;Carried Forward Shares&#148;), and the balance are newly
registered shares.</TD>
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    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of computing the amount of the
registration fee under Rules 457(c) and (h)&nbsp;of the Securities Act
based on the average of the high and low prices of the common stock
reported in the consolidated reporting system by the New York Stock
Exchange on February&nbsp;27, 2007.</TD>
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    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>With respect to the Carried Forward Shares registered on the Prior
Registration Statement, the Registrant paid a total fee of $36,453.18.
In accordance with Rule&nbsp;457, the principles set forth in
Interpretation 89 under Section&nbsp;G, &#147;Securities Act Forms,&#148; of the
Manual of Publicly Available Telephone Interpretations (July&nbsp;1997) of
the Division of Corporation Finance of the Securities and Exchange
Commission and Instruction E of the General Instructions to Form S-8,
the Registrant has carried forward the registration fee for the
Carried Forward Shares. As a result of the carry forward, the
registration fee of $36,453.18 has been reduced by $36,453.18, and therefore
no registration fee has been paid with this filing, reflecting the
offset of the fee carry forward.
The Registrant is contemporaneously filing Post-Effective Amendment
No.&nbsp;1 to the Prior Registration Statement to reflect the removal from
registration under the Prior Registration Statement of the Carried
Forward Shares.</TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under
the Securities Act.
</DIV>


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<DIV align="center" style="font-size: 10pt; margin-top: 18pt">EXPLANATORY NOTE
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Unless otherwise stated or the context otherwise requires, references in this Registration
Statement to &#147;Duke Energy,&#148; the &#147;Registrant,&#148; the &#147;Company,&#148; &#147;we,&#148; &#147;our,&#148; or &#147;us&#148; refer to Duke
Energy Corporation, and its direct and indirect subsidiaries. Duke Energy hereby files this
Registration Statement on Form S-8 relating to its shares of common stock, par value $0.001 per
share, issuable pursuant to the Duke Energy Corporation 2006 Long-Term Incentive Plan (the &#147;Plan&#148;).
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing information required in Part&nbsp;I of this Registration Statement will
be provided to each participant in the Plan, as specified by Rule&nbsp;428(b)(1) promulgated by the
Securities and Exchange Commission (the &#147;Commission&#148;) under the Securities Act. Such document(s)
are not being filed with the Commission but constitute (together with the documents incorporated by
reference in this Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Commission by us pursuant to the Securities Exchange
Act of 1934, as amended (the &#147;Exchange Act&#148;), are incorporated by reference in this Registration
Statement:
</DIV>
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    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Duke Energy Filings (File No. 1-32853)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Period</B></TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Annual Report on Form&nbsp;10-K <br>
Current Reports on Form&nbsp;8-K or 8-K/A
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fiscal Year ended December&nbsp;31, 2006
April&nbsp;4, 2006 (the description of our
common stock is contained in this
filing which is also the filing
pursuant to which our common stock is
deemed registered pursuant to Section
12(b) of the Exchange Act), January&nbsp;8,
2007, January&nbsp;31, 2007, February&nbsp;28, 2007</TD>
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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also incorporate by reference any filings made by Duke Energy Corporation with the Commission in
accordance with Sections&nbsp;13(a),<BR>
13(c), 14 or 15(d) of the Exchange Act on or after the date of this
Registration Statement and before the termination of the offering. To the extent that any
information contained in any Current Report on Form 8-K, or any exhibit thereto, was or is
furnished, rather than filed with, the Commission, such information or exhibit is specifically not
incorporated by reference in this document.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shareholders can obtain any document incorporated by reference in this document from us
without charge, excluding all exhibits, except that if we have specifically incorporated by
reference an exhibit in this Registration Statement, the exhibit will also be provided without
charge, by requesting it in writing or by telephone from us at:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Duke Energy Corporation</B><BR>
526 South Church Street<BR>
Charlotte, North Carolina 28202<BR>
(800)&nbsp;488-3853<BR>
Attention: Investor Relations
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may also obtain these documents from our website at <I>www.duke-energy.com/investors </I>or at
the Commission&#146;s website <I>www.sec.gov </I>by clicking on the &#147;Search for Company Filings&#148; link, then
clicking on
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the &#147;Companies &#038; Other Filers&#148; link, and then entering our name in the &#147;name&#148; field or
&#147;DUK&#148; in the ticker symbol field.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of the Securities</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware law permits a corporation to adopt a provision in its certificate of incorporation
eliminating or limiting the personal liability of a director, but not an officer in his or her
capacity as such, to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except that such provision shall not limit the liability of a
director for (i)&nbsp;any breach of the director&#146;s duty of loyalty to the corporation or its
shareholders, (ii)&nbsp;acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii)&nbsp;liability under section 174 of the Delaware General Corporation Law
(the &#147;DGCL&#148;) for unlawful payment of dividends or stock purchases or redemptions, or (iv)&nbsp;any
transaction from which the director derived an improper personal benefit. Our certificate of
incorporation provides that no director of ours shall be personally liable to us or our
shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent
such an exemption from liability or limitation thereof is not permitted under applicable law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Delaware law, a corporation may indemnify any person made a party or threatened to be
made a party to any type of proceeding, other than action by or in the right of the corporation,
because he or she is or was an officer, director, employee or agent of the corporation or was
serving at the request of the corporation as an officer, director, employee or agent of another
corporation or entity, against expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with such proceeding: (1)&nbsp;if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation; or (2)&nbsp;in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful. A corporation may indemnify any person made a party
or threatened to be made a party to any threatened, pending or completed action or suit brought by
or in the right of the corporation because he or she was an officer, director, employee or agent of
the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other entity, against expenses actually and reasonably
incurred in connection with such action or suit if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the corporation,
provided that such indemnification will be denied if the person is found liable to the corporation
unless, in such a case, the court determines the person is entitled to indemnification for such
expenses in any event. A corporation must indemnify a present or former director or officer who
successfully defends himself or herself in a proceeding to which he or she was a party because he
or she was a director or officer of the corporation against expenses actually and reasonably
incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as
deemed appropriate by the board of directors, in defending civil or criminal proceedings may be
paid by the corporation in advance of the final disposition of such proceedings upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law
regarding indemnification and expense advancement is not exclusive of any other rights which may be
granted by our certificate of incorporation or by-laws, a vote of shareholders or disinterested
directors, agreement or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the DGCL, termination of any proceeding by conviction or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that such person is prohibited from
being indemnified.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our by-laws provide that we will indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the right of us),
by reason of the fact that such person is or was a director or officer of us, or is or was a
director or officer serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe such person&#146;s conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will
not, of itself, create a presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that such person&#146;s
conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our by-laws further provide that we will indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of us to procure a judgment in its favor by reason of the fact that such person is or was a
director or officer of us, or is or was a director or officer of us serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys&#146; fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit if such person
acted in good faith, and in a manner such person reasonably believed to be in or not opposed to our
best interests except that no indemnification will be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to us unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;However, our by-laws provide that we will only provide indemnification pursuant to the by-laws
(unless ordered by a court) if such indemnification is authorized in the specific case upon a
determination that indemnification of the present or former director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set forth in the
by-laws. Such determination is to be made, with respect to a person who is a director or officer at
the time of such determination, (i)&nbsp;by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (ii)&nbsp;by a committee of directors who
are not parties to such action, suit or proceeding designated by a majority vote of such directors,
even though less than a quorum, or (iii)&nbsp;if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (iv)&nbsp;by the shareholders. Such
determination is to be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on our behalf. To the extent, however, that a
present or former director or officer of ours has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys&#146; fees) actually and
reasonably incurred by such person in connection therewith, without the necessity of authorization
in the specific case.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our by-laws further provide that, except for proceedings to enforce rights to
indemnification, we will not be obligated to indemnify any director or officer (or his or her
heirs, executors or personal or legal representatives) or advance expenses in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the board of directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification and advancement of expenses provided by, or granted pursuant to, our
by-laws are not deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the certificate of incorporation, by-laws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in such person&#146;s
official capacity and as to action in another capacity while holding such office. It is our policy
that indemnification shall generally be made to the fullest extent permitted by law. Our by-laws do
not preclude indemnifying persons in addition to those
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">specified in the by-laws but whom we have the power or obligation to indemnify under the
provisions of the DGCL, or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may also purchase and maintain insurance on behalf of any person who is or was a director
or officer, or is or was a director or officer serving at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person&#146;s status as such, whether or not we would have the power or
the obligation to indemnify such person against such liability under the provisions of the by-laws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the parties to the merger agreement between us, our predecessor Duke Energy
Corporation, a North Carolina corporation (&#147;Duke Energy NC&#148;), and Cinergy Corp., agreed, that, to
the fullest extent permitted under applicable law, all rights to indemnification and exculpation
from liabilities for acts or omissions occurring at or prior to the consummation of the Cinergy
merger existing as of the date of the merger agreement in favor of the current or former directors,
officers, employees or fiduciaries under benefit plans currently indemnified of Cinergy and its
subsidiaries or Duke Energy NC and its subsidiaries, as the case may be, as provided in their
respective certificate or articles of incorporation, by-laws (or comparable organizational
documents) or other agreements providing indemnification will survive the merger and will continue
in full force and effect in accordance with their terms. In addition, from and after the
consummation of the Cinergy merger, directors, officers, employees and fiduciaries under benefit
plans currently indemnified of Cinergy or Duke Energy NC or their respective subsidiaries who
become directors, officers, employees or fiduciaries under our benefit plans will be entitled to
the indemnity rights and protections afforded to directors, officers, employees and fiduciaries
under our benefit plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, the merger agreement provides that for six years after the consummation of the
merger, we will maintain in effect the directors&#146; and officers&#146; liability (and fiduciary) insurance
policies maintained by Cinergy and Duke Energy NC covering acts or omissions occurring on or prior
to the consummation of the merger with respect to those persons who were covered by the parties&#146;
respective directors&#146; and officers&#146; liability (and fiduciary) insurance policies on terms with
respect to such coverage and in amounts no less favorable than those set forth in the relevant
policy in effect on the date of the merger agreement. If such no less favorable insurance coverage
cannot be maintained, we will maintain the most advantageous policies of directors&#146; and officers&#146;
insurance otherwise obtainable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The merger agreement also provides that from and after the consummation of the merger, we will
indemnify and hold harmless each present director and officer of Cinergy or any of its subsidiaries
(in each case, for acts or failures to act in such capacity), determined as of the date of the
merger agreement, and any person who becomes such a director or officer between the date of the
merger agreement and the consummation of the merger, against any costs or expenses (including
reasonable attorneys&#146; fees), judgments, fines, losses, claims, damages or liabilities incurred in
connection with any claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of matters existing or occurring at or prior to the
consummation of the merger, whether asserted or claimed prior to, at or after the consummation of
the merger (including any matters arising in connection with the transactions contemplated by the
merger agreement), to the fullest extent permitted by applicable law (and we will also advance
expenses as incurred to the fullest extent permitted under applicable law, provided that if
required by applicable law the person to whom expenses are advanced provides an undertaking to
repay such advances if it is ultimately determined that such person is not entitled to
indemnification).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The merger agreement further provides that from and after the consummation of the merger,
we will indemnify and hold harmless each director and officer of Duke Energy NC or any of its
subsidiaries (in each case, for acts or failures to act in such capacity), determined as of the
date of the merger agreement, and any person who becomes such director or officer between the date
of the merger agreement and the consummation of the merger, against any costs or expenses
(including reasonable attorneys&#146; fees), judgments, fines, losses, claims, damages or liabilities
incurred in connection with any claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of matters existing or occurring at or prior
to the consummation of the merger, whether asserted or claimed prior to, at or after the
consummation of the merger (including any matters arising in connection with the transactions
contemplated by the merger agreement), to the fullest extent permitted by applicable law (and we
will also
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">advance expenses as incurred to the fullest extent permitted under applicable law, provided
that if required by applicable law the person to whom expenses are advanced provides an undertaking
to repay such advances if it is ultimately determined that such person is not entitled to
indemnification).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations of us, Cinergy and Duke Energy NC will not be terminated or modified by such
parties in a manner so as to adversely affect any of the persons entitled to indemnification
without the consent of such affected persons. If we, Cinergy or Duke Energy NC or any of their
respective successors or assigns (i)&nbsp;consolidates with or merges into any other corporation or
entity and is not to be the continuing or surviving corporation or entity of such consolidation or
merger or (ii)&nbsp;transfers all or substantially all of its properties and assets to any individual,
corporation or other entity, then, and in each such case, proper provisions will be made so that
the successors and assigns of us, Cinergy or Duke Energy NC, as the case may be, assumes all of the
foregoing indemnification obligations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description of Document</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Certificate of Incorporation of Duke Energy Corporation
(filed with Form&nbsp;8-K, dated April&nbsp;4, 2006, as Exhibit&nbsp;3.1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated By-Laws of Duke Energy Corporation (filed with Form&nbsp;8-K,
dated April&nbsp;4, 2006, as Exhibit&nbsp;3.2)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Duke Energy Corporation 2006 Long-Term Incentive Plan (filed with Schedule&nbsp;14A,
dated September&nbsp;15, 2006, as Appendix&nbsp;A)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Robert T. Lucas III</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP, Independent Registered Public Accounting
Firm for Duke Energy Corporation</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP, Independent Registered Public Accounting Firm for TEPPCO
Partners, L.P.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney of certain officers and directors of Duke Energy Corporation</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Resolution of Duke Energy Corporation regarding Power of Attorney</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>




<DIV style="margin-top: 3pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
<TR valign="top">
    <TD colspan=3><DIV align="left"><DIV style="font-size: 3pt; margin-top: 13pt; width: 18%; border-bottom: 1px solid #000000">&nbsp;</DIV></DIV></TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Previously filed and incorporated herein by reference thereto.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;9. Undertakings</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(a)&nbsp;The undersigned Registrant hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement.
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective registration
statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Provided, however,</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;That, for the purpose of determining liability of the Registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule&nbsp;424;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of
the undersigned Registrant; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant&#146;s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan&#146;s annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the

<P align="center" style="font-size: 10pt"><!-- Folio -->6<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, Duke Energy Corporation certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Charlotte, State of North Carolina, on March&nbsp;2, 2007.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">DUKE ENERGY CORPORATION<BR>
(Registrant)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">James E. Rogers*</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">James E. Rogers</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman, President and Chief<br> Executive Officer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the date indicated.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Principal executive officer:</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">James E. Rogers*<BR>
Director and Chairman, President and Chief Executive Officer
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Principal financial officer:</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">David L. Hauser*<BR>
Group Executive and Chief Financial Officer
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Principal accounting officer:</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Steven K. Young*<BR>
Senior Vice President and Controller
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A majority of the Directors:</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">William Barnet III*<BR>
G. Alex Bernhardt, Sr.*<BR>
Ann Maynard Gray*<BR>
James T. Rhodes*<BR>
James E. Rogers*<BR>
Mary L. Schapiro*<BR>
Dudley S. Taft*
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Date: March&nbsp;2, 2007
</DIV>

<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">*</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned, by signing his name hereto, does hereby sign this
document on behalf of each of the above named persons indicated
above by asterisks, pursuant to a power of attorney duly executed
by such persons, filed with the Securities and Exchange Commission
as an exhibit hereto.</TD>
</TR>

</TABLE>
</DIV>
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<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="center">/s/ Robert T. Lucas III
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="center">Attorney-in-Fact&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description of Document</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Certificate of Incorporation of Duke Energy Corporation
(filed with Form&nbsp;8-K, dated April&nbsp;4, 2006, as Exhibit&nbsp;3.1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated By-Laws of Duke Energy Corporation (filed with Form&nbsp;8-K,
dated April&nbsp;4, 2006, as Exhibit&nbsp;3.2)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Duke Energy Corporation 2006 Long-Term Incentive Plan (filed with Schedule
14A, dated September&nbsp;15, 2006, as Appendix&nbsp;A)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Robert T. Lucas III</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP, Independent Registered Public Accounting
Firm for Duke Energy Corporation</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP, Independent Registered Public Accounting Firm for TEPPCO
Partners, L.P.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney of certain officers and directors of Duke Energy Corporation</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Resolution of Duke Energy Corporation regarding Power of Attorney</TD>
</TR>
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<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Previously filed and incorporated herein by reference thereto.</TD>
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Duke Energy Corporation
As filed with the Securities and Exchange Commission on March 2, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUKE ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
20-2777218
(I.R.S. Employer
Identification No.)
526 South Church Street
Charlotte, North Carolina 28202
(704) 594-6200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Duke Energy Corporation 2006 Long-Term Incentive Plan
(Full Title of the Plan)
Robert T. Lucas III
Duke Energy Corporation
526 South Church Street
Charlotte, North Carolina 28202
(704) 594-6200
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of
Proposed Maximum
Proposed Maximum
Amount of
Securities to be
Amount to be
Offering Price per
Aggregate Offering
Registration
Registered
Registered (1)
Share(2)
Price (2)
Fee (3)
Common Stock,
par value $0.001
per share
60,000,000
$19.79
$1,187,400,000
$36,453.18
(1)
Of the shares to be registered under this Registration Statement,
9,997,573 shares were previously registered for issuance under the
Registrant's Duke Energy Corporation 1998 Long-Term Incentive Plan,
and 1,649,741 shares were previously registered for issuance under the
Registrant's Cinergy Corp. 1996 Long-Term Incentive Compensation Plan,
pursuant to a registration statement on Form S-8 filed on April 3,
2006 (No. 333-132933) (the "Prior Registration Statement") (such
shares, the "Carried Forward Shares"), and the balance are newly
registered shares.
(2)
Estimated solely for the purpose of computing the amount of the
registration fee under Rules 457(c) and (h) of the Securities Act
based on the average of the high and low prices of the common stock
reported in the consolidated reporting system by the New York Stock
Exchange on February 27, 2007.
(3)
With respect to the Carried Forward Shares registered on the Prior
Registration Statement, the Registrant paid a total fee of $36,453.18.
In accordance with Rule 457, the principles set forth in
Interpretation 89 under Section G, "Securities Act Forms," of the
Manual of Publicly Available Telephone Interpretations (July 1997) of
the Division of Corporation Finance of the Securities and Exchange
Commission and Instruction E of the General Instructions to Form S-8,
the Registrant has carried forward the registration fee for the
Carried Forward Shares. As a result of the carry forward, the
registration fee of $36,453.18 has been reduced by $36,453.18, and therefore
no registration fee has been paid with this filing, reflecting the
offset of the fee carry forward.
The Registrant is contemporaneously filing Post-Effective Amendment
No. 1 to the Prior Registration Statement to reflect the removal from
registration under the Prior Registration Statement of the Carried
Forward Shares.
This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under
the Securities Act.
EXPLANATORY NOTE
Unless otherwise stated or the context otherwise requires, references in this Registration
Statement to "Duke Energy," the "Registrant," the "Company," "we," "our," or "us" refer to Duke
Energy Corporation, and its direct and indirect subsidiaries. Duke Energy hereby files this
Registration Statement on Form S-8 relating to its shares of common stock, par value $0.001 per
share, issuable pursuant to the Duke Energy Corporation 2006 Long-Term Incentive Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information required in Part I of this Registration Statement will
be provided to each participant in the Plan, as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act. Such document(s)
are not being filed with the Commission but constitute (together with the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by us pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration
Statement:
Duke Energy Filings (File No. 1-32853)
Period
Annual Report on Form 10-K
Current Reports on Form 8-K or 8-K/A
Fiscal Year ended December 31, 2006
April 4, 2006 (the description of our
common stock is contained in this
filing which is also the filing
pursuant to which our common stock is
deemed registered pursuant to Section
12(b) of the Exchange Act), January 8,
2007, January 31, 2007, February 28, 2007
We also incorporate by reference any filings made by Duke Energy Corporation with the Commission in
accordance with Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act on or after the date of this
Registration Statement and before the termination of the offering. To the extent that any
information contained in any Current Report on Form 8-K, or any exhibit thereto, was or is
furnished, rather than filed with, the Commission, such information or exhibit is specifically not
incorporated by reference in this document.
Shareholders can obtain any document incorporated by reference in this document from us
without charge, excluding all exhibits, except that if we have specifically incorporated by
reference an exhibit in this Registration Statement, the exhibit will also be provided without
charge, by requesting it in writing or by telephone from us at:
Duke Energy Corporation
526 South Church Street
Charlotte, North Carolina 28202
(800) 488-3853
Attention: Investor Relations
You may also obtain these documents from our website at
www.duke-energy.com/investors
or at
the Commission's website
www.sec.gov
by clicking on the "Search for Company Filings" link, then
clicking on
the "Companies & Other Filers" link, and then entering our name in the "name" field or
"DUK" in the ticker symbol field.
Item 4. Description of the Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Delaware law permits a corporation to adopt a provision in its certificate of incorporation
eliminating or limiting the personal liability of a director, but not an officer in his or her
capacity as such, to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except that such provision shall not limit the liability of a
director for (i) any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) liability under section 174 of the Delaware General Corporation Law
(the "DGCL") for unlawful payment of dividends or stock purchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit. Our certificate of
incorporation provides that no director of ours shall be personally liable to us or our
shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent
such an exemption from liability or limitation thereof is not permitted under applicable law.
Under Delaware law, a corporation may indemnify any person made a party or threatened to be
made a party to any type of proceeding, other than action by or in the right of the corporation,
because he or she is or was an officer, director, employee or agent of the corporation or was
serving at the request of the corporation as an officer, director, employee or agent of another
corporation or entity, against expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation; or (2) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful. A corporation may indemnify any person made a party
or threatened to be made a party to any threatened, pending or completed action or suit brought by
or in the right of the corporation because he or she was an officer, director, employee or agent of
the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other entity, against expenses actually and reasonably
incurred in connection with such action or suit if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the corporation,
provided that such indemnification will be denied if the person is found liable to the corporation
unless, in such a case, the court determines the person is entitled to indemnification for such
expenses in any event. A corporation must indemnify a present or former director or officer who
successfully defends himself or herself in a proceeding to which he or she was a party because he
or she was a director or officer of the corporation against expenses actually and reasonably
incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as
deemed appropriate by the board of directors, in defending civil or criminal proceedings may be
paid by the corporation in advance of the final disposition of such proceedings upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law
regarding indemnification and expense advancement is not exclusive of any other rights which may be
granted by our certificate of incorporation or by-laws, a vote of shareholders or disinterested
directors, agreement or otherwise.
Under the DGCL, termination of any proceeding by conviction or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that such person is prohibited from
being indemnified.
2
Our by-laws provide that we will indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the right of us),
by reason of the fact that such person is or was a director or officer of us, or is or was a
director or officer serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will
not, of itself, create a presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that such person's
conduct was unlawful.
Our by-laws further provide that we will indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of us to procure a judgment in its favor by reason of the fact that such person is or was a
director or officer of us, or is or was a director or officer of us serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit if such person
acted in good faith, and in a manner such person reasonably believed to be in or not opposed to our
best interests except that no indemnification will be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to us unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
However, our by-laws provide that we will only provide indemnification pursuant to the by-laws
(unless ordered by a court) if such indemnification is authorized in the specific case upon a
determination that indemnification of the present or former director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set forth in the
by-laws. Such determination is to be made, with respect to a person who is a director or officer at
the time of such determination, (i) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (ii) by a committee of directors who
are not parties to such action, suit or proceeding designated by a majority vote of such directors,
even though less than a quorum, or (iii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (iv) by the shareholders. Such
determination is to be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on our behalf. To the extent, however, that a
present or former director or officer of ours has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith, without the necessity of authorization
in the specific case.
Our by-laws further provide that, except for proceedings to enforce rights to
indemnification, we will not be obligated to indemnify any director or officer (or his or her
heirs, executors or personal or legal representatives) or advance expenses in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the board of directors.
The indemnification and advancement of expenses provided by, or granted pursuant to, our
by-laws are not deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the certificate of incorporation, by-laws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such office. It is our policy
that indemnification shall generally be made to the fullest extent permitted by law. Our by-laws do
not preclude indemnifying persons in addition to those
3
specified in the by-laws but whom we have the power or obligation to indemnify under the
provisions of the DGCL, or otherwise.
We may also purchase and maintain insurance on behalf of any person who is or was a director
or officer, or is or was a director or officer serving at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not we would have the power or
the obligation to indemnify such person against such liability under the provisions of the by-laws.
Each of the parties to the merger agreement between us, our predecessor Duke Energy
Corporation, a North Carolina corporation ("Duke Energy NC"), and Cinergy Corp., agreed, that, to
the fullest extent permitted under applicable law, all rights to indemnification and exculpation
from liabilities for acts or omissions occurring at or prior to the consummation of the Cinergy
merger existing as of the date of the merger agreement in favor of the current or former directors,
officers, employees or fiduciaries under benefit plans currently indemnified of Cinergy and its
subsidiaries or Duke Energy NC and its subsidiaries, as the case may be, as provided in their
respective certificate or articles of incorporation, by-laws (or comparable organizational
documents) or other agreements providing indemnification will survive the merger and will continue
in full force and effect in accordance with their terms. In addition, from and after the
consummation of the Cinergy merger, directors, officers, employees and fiduciaries under benefit
plans currently indemnified of Cinergy or Duke Energy NC or their respective subsidiaries who
become directors, officers, employees or fiduciaries under our benefit plans will be entitled to
the indemnity rights and protections afforded to directors, officers, employees and fiduciaries
under our benefit plans.
Further, the merger agreement provides that for six years after the consummation of the
merger, we will maintain in effect the directors' and officers' liability (and fiduciary) insurance
policies maintained by Cinergy and Duke Energy NC covering acts or omissions occurring on or prior
to the consummation of the merger with respect to those persons who were covered by the parties'
respective directors' and officers' liability (and fiduciary) insurance policies on terms with
respect to such coverage and in amounts no less favorable than those set forth in the relevant
policy in effect on the date of the merger agreement. If such no less favorable insurance coverage
cannot be maintained, we will maintain the most advantageous policies of directors' and officers'
insurance otherwise obtainable.
The merger agreement also provides that from and after the consummation of the merger, we will
indemnify and hold harmless each present director and officer of Cinergy or any of its subsidiaries
(in each case, for acts or failures to act in such capacity), determined as of the date of the
merger agreement, and any person who becomes such a director or officer between the date of the
merger agreement and the consummation of the merger, against any costs or expenses (including
reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in
connection with any claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of matters existing or occurring at or prior to the
consummation of the merger, whether asserted or claimed prior to, at or after the consummation of
the merger (including any matters arising in connection with the transactions contemplated by the
merger agreement), to the fullest extent permitted by applicable law (and we will also advance
expenses as incurred to the fullest extent permitted under applicable law, provided that if
required by applicable law the person to whom expenses are advanced provides an undertaking to
repay such advances if it is ultimately determined that such person is not entitled to
indemnification).
The merger agreement further provides that from and after the consummation of the merger,
we will indemnify and hold harmless each director and officer of Duke Energy NC or any of its
subsidiaries (in each case, for acts or failures to act in such capacity), determined as of the
date of the merger agreement, and any person who becomes such director or officer between the date
of the merger agreement and the consummation of the merger, against any costs or expenses
(including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities
incurred in connection with any claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of matters existing or occurring at or prior
to the consummation of the merger, whether asserted or claimed prior to, at or after the
consummation of the merger (including any matters arising in connection with the transactions
contemplated by the merger agreement), to the fullest extent permitted by applicable law (and we
will also
4
advance expenses as incurred to the fullest extent permitted under applicable law, provided
that if required by applicable law the person to whom expenses are advanced provides an undertaking
to repay such advances if it is ultimately determined that such person is not entitled to
indemnification).
The obligations of us, Cinergy and Duke Energy NC will not be terminated or modified by such
parties in a manner so as to adversely affect any of the persons entitled to indemnification
without the consent of such affected persons. If we, Cinergy or Duke Energy NC or any of their
respective successors or assigns (i) consolidates with or merges into any other corporation or
entity and is not to be the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers all or substantially all of its properties and assets to any individual,
corporation or other entity, then, and in each such case, proper provisions will be made so that
the successors and assigns of us, Cinergy or Duke Energy NC, as the case may be, assumes all of the
foregoing indemnification obligations.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number
Description of Document
4.1*
Amended and Restated Certificate of Incorporation of Duke Energy Corporation
(filed with Form 8-K, dated April 4, 2006, as Exhibit 3.1)
4.2*
Amended and Restated By-Laws of Duke Energy Corporation (filed with Form 8-K,
dated April 4, 2006, as Exhibit 3.2)
4.3*
Duke Energy Corporation 2006 Long-Term Incentive Plan (filed with Schedule 14A,
dated September 15, 2006, as Appendix A)
5.1
Opinion of Robert T. Lucas III
23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm for Duke Energy Corporation
23.2
Consent of KPMG LLP, Independent Registered Public Accounting Firm for TEPPCO
Partners, L.P.
24.1
Power of Attorney of certain officers and directors of Duke Energy Corporation
24.2
Resolution of Duke Energy Corporation regarding Power of Attorney
*
Previously filed and incorporated herein by reference thereto.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement.
5
Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement;
Provided, however,
Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the Registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of
the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the
6
event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Duke Energy Corporation certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Charlotte, State of North Carolina, on March 2, 2007.
DUKE ENERGY CORPORATION
(Registrant)
By:
James E. Rogers*
Name:
James E. Rogers
Title:
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the date indicated.
(i)
Principal executive officer:
James E. Rogers*
Director and Chairman, President and Chief Executive Officer
(ii)
Principal financial officer:
David L. Hauser*
Group Executive and Chief Financial Officer
(iii)
Principal accounting officer:
Steven K. Young*
Senior Vice President and Controller
(iv)
A majority of the Directors:
William Barnet III*
G. Alex Bernhardt, Sr.*
Ann Maynard Gray*
James T. Rhodes*
James E. Rogers*
Mary L. Schapiro*
Dudley S. Taft*
Date: March 2, 2007
*
The undersigned, by signing his name hereto, does hereby sign this
document on behalf of each of the above named persons indicated
above by asterisks, pursuant to a power of attorney duly executed
by such persons, filed with the Securities and Exchange Commission
as an exhibit hereto.
7
By:
/s/ Robert T. Lucas III
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number
Description of Document
4.1*
Amended and Restated Certificate of Incorporation of Duke Energy Corporation
(filed with Form 8-K, dated April 4, 2006, as Exhibit 3.1)
4.2*
Amended and Restated By-Laws of Duke Energy Corporation (filed with Form 8-K,
dated April 4, 2006, as Exhibit 3.2)
4.3*
Duke Energy Corporation 2006 Long-Term Incentive Plan (filed with Schedule
14A, dated September 15, 2006, as Appendix A)
5.1
Opinion of Robert T. Lucas III
23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm for Duke Energy Corporation
23.2
Consent of KPMG LLP, Independent Registered Public Accounting Firm for TEPPCO
Partners, L.P.
24.1
Power of Attorney of certain officers and directors of Duke Energy Corporation
24.2
Resolution of Duke Energy Corporation regarding Power of Attorney
*
Previously filed and incorporated herein by reference thereto.
8