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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

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​		Welcome to the Duke Energy Annual Shareholder Meeting	Meeting of Shareholders

March 20, 201426, 2015

Dear Fellow Shareholders:

I am pleased to invite you to our annual shareholder meetingAnnual Meeting of Shareholders to be held on Thursday, May 1, 2014,7, 2015, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina.

As explained in the enclosed proxy statement, at this year's meeting you will be asked to vote (i) for the election of directors, (ii) for the ratification of the selection of the independent public accountant, (iii) for the approval, on an advisory basis, of Duke Energy Corporation's named executive officer compensation, (iv) for the amendment toapproval of the Duke Energy Corporation's Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent,Corporation 2015 Long-Term Incentive Plan, (v) against twothree shareholder proposals, and (vi) to consider any other business that may properly come before the meeting.

This year's proxy statement includes certain items such as a proxy statement summary on page 6 and certain charts and illustrationsdetails the many steps we have undertaken, beginning in 2014, to help better explainexpand our strong corporate governance practices. We have conducted a significant outreach campaign this year to speak directly with a number of our shareholders about various matters, including executive compensation and compensation programsboard oversight of critical issues facing Duke Energy. Consistent with shareholder feedback, we have implemented several new shareholder friendly changes to our governance practices. These steps are in addition to the many exciting developments and objectives. With this document, our aim is to communicate with youopportunities Duke Energy has been involved in, which will be detailed in the matters to be addressed at the meeting in a way that is simple and straightforward.2014 Annual Report.

Your vote is important – exercise your shareholder right and vote your shares right away.now.

Please turn to page 123 for the instructions on how you can vote your shares over the Internet, by telephone or by mail. It is important that all Duke Energy shareholders, regardless of the number of shares owned, participate in the affairs of the Company. At Duke Energy's 20132014 Annual Shareholder Meeting of Shareholders, approximately 84 percent of the Company's outstanding shares were represented in person or by proxy.

We hope you will find it possible to attend this year's annual shareholder meeting and thankThank you for your continued interestinvestment in Duke Energy.

Sincerely,

Lynn J. Good
Vice Chairman, President and Chief Executive Officer

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PARTICIPATE IN THE FUTURE OF DUKE ENERGY;
CAST YOUR VOTE RIGHT AWAYNOW

It is very important that you vote to play a part in the future of Duke Energy. New York Stock Exchange ("NYSE") rules state that if your shares are held through a broker, bank or other nominee, they cannot vote on your behalf on nondiscretionary matters.

Please cast Eligibility to Vote (page 79)

You can vote if you were a shareholder of record at the close of business on March 9, 2015.

Vote Now

Even if you plan to attend this year's meeting, it is a good idea to vote your shares now, before the meeting, in the event your plans change. Whether you vote right away onby Internet, by telephone or by mail, please have your proxy card or voting instruction form in hand and follow the instructions.

By Internet using your computer		By telephone		By mailing your proxy card
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name		Cast your ballot, sign your proxy card and send free of postage

Visit Our Website

Visit our website www.duke-energy.com/investors/news-events.asp		• Review and download this proxy statement and our annual report • Listen to a live audio stream of the meeting

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the proposals listed belowinformation that you should consider. You should read the entire proxy statement carefully before voting. Page references ("XX") are supplied to ensure that your shares are represented.

help you find further information in this proxy statement.

Proposals That Require Your Vote Voting Matters (page 10)

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2014 Business Highlights

2014 was a year of challenges, but also a year that showed the great resolve and determination of Duke Energy as the Company continued to advance its strategy and deliver significant benefits to its customers, investors, communities and employees:

•

First, safety, which is our top priority. We did not meet our objective for no employee and contractor fatalities in 2014 as we tragically lost four teammates during the year. Our goal is for each of our employees and contractors to return safely to their families each day. Our performance in this area during 2014 was not acceptable and we are refocusing our efforts in 2015.

•

The efficient, reliable and safe operational performance of our fleet and grid is critical to the service we provide to our customers. Our nuclear fleet of 10,500 megawatts achieved a capacity factor of approximately 93%, the 16^th consecutive year above 90%. Additionally, our system met record customer demands during the 2014 polar vortex, and we quickly and safely responded to over 1.7 million customer outages following two major ice storms in February and March. We also continued to achieve significant savings from our 2012 merger with Progress Energy. We are well on track to achieve the $687 million customer fuel and joint dispatch savings commitment we made to Duke Energy's customers in the Carolinas over the first five years of the merger. The efficiency and diversity of our system helps us maintain customer rates below national averages in each of our jurisdictions.

•

We made significant progress in advancing our coal ash management practices as we responded to the early February 2014 coal ash accident at our Dan River site. We have begun to accelerate plans to close ash basins across our system. We have formed a new internal organization to manage all coal combustion products and an advisory board of independent experts in engineering, waste management, environmental science and risk analysis.

•

We advanced $8 billion in growth initiatives during the year as we made investments to continue to meet the needs of our customers in the future. These investments consist of new gas-fired and solar generation in our regulated businesses, natural gas pipeline infrastructure and upgrades to the grid.

•

During the year, we made strides to tighten our strategic alignment. In February, we announced an intent to exit our Midwest commercial generation business. In August, we announced an agreement to sell this portfolio of nonregulated assets to Dynegy for $2.8 billion in cash. We are still awaiting final Federal Energy Regulatory Commission approval and expect to close the transaction by mid-2015.

•

We achieved strong financial performance during 2014, which is important to maintaining the confidence of our investors.

o

We increased our quarterly dividend payment by approximately 2% during the year, the seventh consecutive year of annual dividend growth. Additionally, 2014 was the 88^th consecutive year Duke Energy paid a quarterly cash dividend on its common stock. At the end of 2014, our dividend yield was approximately 3.8%.

o

We achieved a total shareholder return ("TSR") of 26.4% compared to the 28.9% TSR of the Philadelphia Utility Index.

Board Representation

Vote Right Away

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Board Nominees (page 11)

Even if you plan to attend this year's meeting, it is a good idea to vote your shares now, before the meeting, in the event your plans change. Whether you vote by Internet, by telephone or by mail, please have your proxy card or voting instruction form in hand and follow the instructions.

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Corporate Governance Highlights (page 27)

​	​	​	​	​
By Internet using your computerü		By telephone		By mailing your proxy card
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name.		Cast your ballot, sign your proxy card and send free of postage.

DUKE ENERGY – 2014 Proxy Statement    3

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PARTICIPATE IN THE FUTURE OF DUKE ENERGY;
CAST YOUR VOTE RIGHT AWAY

Visit Our Website

Visit our website http://www.duke-energy.com/investors/news-events.asp		• Review and download this proxy statement and our annual report • Listen to a live audio streamIndependent Chairman of the meeting

Attend Our 2014 Annual Shareholder Meeting

		10:00 a.m. (EST) on Thursday, May 1, 2014 O.J. Miller Auditorium 526 South Church Street Charlotte, NC 28202 Directions to 526 South Church Street are provided on the inside back cover.  526 South Church Street  Mint Street Parking Deck  Bank of America Stadium

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DUKE ENERGY – 2014 Proxy Statement    5

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This proxy statement was first made available to shareholders on or about March 20, 2014.

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. Page references ("XX") are supplied to help you find further information in this proxy statement.

Eligibility to Vote (page 11)

You can vote if you were a shareholder of record at the close of business on March 3, 2014.

How to Cast Your Vote (page 12)

You can vote by any of the following methods:

By Internet using your computer		By telephone		By mailing your proxy card		In person
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name.		Cast your ballot, sign your proxy card and send free of postage.		At the annual shareholder meeting: If you are a shareholder of record, you may be admitted to the meeting by bringing your notice, proxy card or, if your shares are held in the name of a broker, bank or other nominee, an account statement or letter from the nominee indicating your ownership as of the record date, along with some form of government-issued identification.Board
​	​	​	​	​
ü						Annual election of directors
​	​	​	​	​
ü		Majority voting for directors, with mandatory resignation policy and plurality carve-out for contested elections
​	​	​	​	​
ü		Substantial majority of independent directors (15 out of 16)
​	​	​	​	​
ü		Annual Board, Committee and Director Assessments
​	​	​	​	​
ü		Independent Board committees
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ü		No poison pill
​	​	​	​	​
ü		Board oversight of risk
​	​	​	​	​
ü		Ability for shareholders to take action by less than unanimous written consent		2014 Corporate Governance Enhancement
​	​	​	​	​
ü		Ability for shareholders to call a special shareholder meeting		2014 Corporate Governance Enhancement
​	​	​	​	​
ü		Shareholder engagement program		2014 Corporate Governance Enhancement
​	​	​	​	​
ü		Robust governance of political activities		2014 Corporate Governance Enhancement
​	​	​	​	​

Business Highlights Shareholder Engagement

As part of Duke Energy's regulated utility operations provide electricitycommitment to 7.2 million customers located in six states incorporate governance, we have instituted a corporate governance engagement program to discuss our corporate governance practices and obtain feedback from our shareholders on our corporate governance and executive compensation practices. During the Southeast and Midwest United States, representing a populationFall 2014 corporate governance engagement program, the Company met with the holders of approximately 22 million people. Our nonregulated businesses own25% of our shares to discuss, among other issues, board structure and operate diverse power generation assets in North America and Latin America, including a growing portfolio of renewable energy assets in the United States. Duke Energy operates in the United States, primarily through its direct and indirect wholly owned subsidiaries, Duke Energy Carolinas, LLC; Duke Energy Progress, Inc.; Duke Energy Florida, Inc.; Duke Energy Ohio, Inc.; Duke Energy Kentucky, Inc.; and Duke Energy Indiana, Inc.,director refreshment, as well as in Latin America through Duke Energy International, LLC.

Governancethe shareholder proposals which were voted on at the 2014 Annual Meeting of Shareholders, including the Company (page 21)

•

Board Leadership Structure

•

Meeting Attendance

•

Risk Oversight

•

Director Independence

•

Committeesright for shareholders to call a special shareholder meeting, and Attendance

•

Director Qualification Standards

•

Criteria for Board Membership

•

Majority Vote Standard

•

Communications with Directors

political contribution disclosure.

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Executive Compensation Highlights (page 37)

DUKE ENERGY – 2014 Proxy Statement    7

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DUKE ENERGY – 2014 Proxy Statement    9

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May 1, 20147, 2015

10:00 a.m.
O.J. Miller Auditorium
526 South Church Street
Charlotte, North CarolinaNC 28202

We will convene the annual shareholder meetingAnnual Meeting of Shareholders of Duke Energy Corporation on Thursday, May 1, 2014,7, 2015, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina.

The purpose of the annual meetingAnnual Meeting is to consider and take action on the following:

1.

Election of directors;

2.

Ratification of Deloitte & Touche LLP as Duke Energy Corporation's independent public accountant for 2014;2015;

3.

Approval, on an advisory basis, ofAdvisory vote to approve Duke Energy Corporation's named executive officer compensation;

4.

Amendment toApproval of the Duke Energy Corporation's Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent;Corporation 2015 Long-Term Incentive Plan;

5.

A shareholder proposal regarding shareholder right to call a special shareholder meeting;limitation of accelerated executive pay;

6.

A shareholder proposal regarding political contribution disclosure; and

7.

A shareholder proposal regarding proxy access; and

8.

Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting).

Shareholders of record as of the close of business on March 3, 2014,9, 2015, are entitled to vote at the annual shareholder meeting.Annual Meeting of Shareholders. It is important that your shares are represented at this meeting.

This year we will again be using the Securities and Exchange Commission ("SEC") rule that allows us to provide our proxy materials to our shareholders via the Internet. By doing so, most of our shareholders will only receive a notice containing instructions on how to access the proxy materials via the Internet and vote online, by telephone or by mail. If you would like to request paper copies of the proxy materials, you may follow the instructions on the notice. If you receive paper copies of the proxy materials, we ask you to consider signing up to receive these materials electronically in the future by following the instructions contained in this proxy statement. By delivering proxy materials electronically, we can reduce the consumption of natural resources and the cost of printing and mailing our proxy materials.

Whether or not you expect to be present at the annual shareholder meeting,Annual Meeting of Shareholders, please take time to vote now. If you choose to vote by mail, you may do so by marking, dating and signing the proxy card and returning it to us. Please follow the voting instructions that are included on your proxy card. Regardless of the manner in which you vote, we urge and greatly appreciate your prompt response.

Dated: March 20, 201426, 2015		By order of the Board of Directors,
		JulieJulia S. Janson Executive Vice President, Chief Legal Officer and Corporate Secretary

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

On what am I voting?

Who can vote?

Holders of Duke Energy's common stock as of the close of business on the record date, March 3, 2014, are entitled to vote, either in person or by proxy, at the annual shareholder meeting. Each share of Duke Energy common stock has one vote.

DUKE ENERGY – 2014 Proxy Statement    11

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

How do I vote?

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By Proxy – Before the annual shareholder meeting, you can give a proxy to vote your shares of Duke Energy common stock in one of the following ways:

	By Internet using your computer		By telephone		By mailing your proxy card
	Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name.		Cast your ballot, sign your proxy card and send free of postage.

The telephone and Internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded. If you wish to vote by telephone or Internet, please follow the instructions that are included on your notice.

If you mail us your properly completed and signed proxy card or vote by telephone or Internet, your shares of Duke Energy common stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted:

•

FOR the election of all nominees for director;

•

FOR the ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant for 2014;

•

FOR the approval, on an advisory basis, of Duke Energy's named executive officer compensation;

•

FOR the approval of the amendment to Duke Energy Corporation's Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent;

•

AGAINST the shareholder proposal regarding shareholder right to call a special shareholder meeting; and

•

AGAINST the shareholder proposal regarding political contribution disclosure.

We do not expect that any other matters will be brought before the annual shareholder meeting. However, by giving your proxy, you appoint the persons named as proxies as your representatives at the annual shareholder meeting.

In Person – You may come to the annual shareholder meeting and cast your vote there. You may be admitted to the meeting by bringing your notice, proxy card or, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on March 3, 2014, along with some form of government-issued identification.

May I change or revoke my vote?

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Yes. You may change your vote or revoke your proxy at any time prior to the annual shareholder meeting by:

•

notifying Duke Energy's Corporate Secretary in writing that you are revoking your proxy;

•

providing another signed proxy that is dated after the proxy you wish to revoke;

•

using the telephone or Internet voting procedures; or

•

attending the annual shareholder meeting and voting in person.

Will my shares be voted if I do not provide my proxy?

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It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the meeting.

Brokerage firms generally have the authority to vote their customers' unvoted shares on certain "routine" matters. If your shares are held in the name of a broker, bank or other nominee, such nominee can vote your shares for the ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant for 2014 if you do not timely provide your proxy because this matter is considered "routine" under the applicable rules. However, no other items are considered "routine" and may not be voted by your broker without your instruction.

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

If I am a participant in the Duke Energy Retirement Savings Plan or the Savings Plan for Employees of Florida Progress Corporation, how do I vote shares held in my plan account?

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If you are a participant in either of the plans listed above, you have the right to provide voting directions to the plan trustee, by submitting your proxy card, for those shares of Duke Energy common stock that are held by the plan and allocated to your account. Plan participant proxies are treated confidentially.

If you elect not to provide voting directions to the plan trustee, the plan trustee will vote the Duke Energy shares allocated to your plan account in the same proportion as those shares held by the plan for which the plan trustee has received voting directions from other plan participants. The plan trustee will follow participants' voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.

The plan trustee for each of the respective plans is as follows:

•

Duke Energy Retirement Savings Plan – Fidelity Management Trust Company

•

Savings Plan for Employees of Florida Progress Corporation – Vanguard Fiduciary Trust Company

Because the plan trustee must process voting instructions from participants before the date of the annual shareholder meeting, you must deliver your instructions no later than April 28, 2014, at 11:59 p.m.

What constitutes a quorum?

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As of the record date, 706,954,889 shares of Duke Energy common stock were issued and outstanding and entitled to vote at the annual shareholder meeting. In order to conduct the annual shareholder meeting, a majority of the shares entitled to vote must be present in person or by proxy. This is referred to as a "quorum." If you submit a properly executed proxy card or vote by telephone or on the Internet, you will be considered part of the quorum. Abstentions and broker "non-votes" will be counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" is not, however, counted as present and entitled to vote for purposes of voting on individual proposals other than ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant. A broker "non-vote" occurs when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under NYSE listing standards, does not have discretionary authority to vote on a matter.

What vote is needed to approve the matters submitted?

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•

Election of directors. Directors are elected by a majority of the votes cast at the meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote for this proposal. If any nominee does not receive a majority of "FOR" votes, such nominee is required to submit his or her resignation for consideration by the Board of Directors.

•

Ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant for 2014. The affirmative vote of a majority of the shares present and entitled to vote at the annual shareholder meeting is required to approve this proposal. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have the same effect as votes for this proposal.

•

Approval, on an advisory basis, of Duke Energy's named executive officer compensation. The affirmative vote of a majority of shares present and entitled to vote at the annual shareholder meeting is required to approve this proposal. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have no effect on the outcome of the vote for this proposal.

•

Approval of the amendment to Duke Energy Corporation's Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent. The affirmative vote of a majority of outstanding shares entitled to vote at the annual shareholder meeting is required to approve this proposal. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have the same effect as votes against this proposal.

•

Shareholder proposal regarding shareholder right to call a special shareholder meeting. The affirmative vote of a majority of the shares present and entitled to vote at the annual shareholder meeting is required to approve this proposal. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have no effect on the outcome of the vote for this proposal.

•

Shareholder proposal regarding political contribution disclosure. The affirmative vote of a majority of the shares present and entitled to vote at the annual shareholder meeting is required to approve this proposal. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have no effect on the outcome of the vote for this proposal.

DUKE ENERGY – 2014 Proxy Statement    13

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

Who conducts the proxy solicitation and how much will it cost?

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Duke Energy is requesting your proxy for the annual shareholder meeting and will pay all the costs of requesting shareholder proxies. We have hired Georgeson Inc. to help us send out the proxy materials and request proxies. Georgeson's fee for these services is $21,000, plus out-of-pocket expenses. We can request proxies through the mail or personally by telephone, fax or Internet. We can use directors, officers and other employees of Duke Energy to request proxies. Directors, officers and other employees will not receive additional compensation for these services. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Duke Energy common stock.

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PROPOSAL 1:     ELECTION OF DIRECTORS

The Board of Directors

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The Board of Directors

The Board of Directors of Duke Energy has nominated the following 1514 candidates to serve on the Board. We have a declassified Board of Directors, which means all of the directors are voted on every year at the annual shareholder meeting.Annual Meeting of Shareholders.

If any director is unable to stand for election, the Board of Directors may reduce the number of directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute director. We do not expect that any nominee will be unavailable or unable to serve. The Corporate Governance Committee, comprised of only independent directors, has recommended the following current directors as nominees for director and the Board of Directors has approved their nomination for election. Two of our current directors, Messrs. BarnetBernhardt and Sharp,Reinsch, will be retiring at our 20142015 Annual Shareholder Meeting and thereforeof Shareholders in accordance with our Principles for Corporate Governance. Therefore, they are not nominated for re-election.

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​DUKE ENERGY – 2015 Proxy Statement    11

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PROPOSAL 1:    ELECTION OF DIRECTORS

Michael G. Alex Bernhardt, Sr.Browning
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 70: 68 Director of Duke Energy or its predecessor companies since 19912006 Chairman, Bernhardt Furniture CompanyBrowning Consolidated, LLC		Skills and Qualifications:Qualifications: • Mr. Bernhardt's qualifications for election include his management experience and his knowledge and understanding of industry in Duke Energy's North Carolina service territory.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Mr. Bernhardt has been associated with Bernhardt Furniture Company, a furniture manufacturer, since 1965. He has served as Chairman since 1996 and a director since 1976. Previously he served as President from 1976 until 1996 and CEO from 1996 until 2011. Mr. Bernhardt is a director of Communities In Schools and a trustee of the North Carolina Nature Conservancy.
Michael G. Browning
Independent Director Nominee
		Age: 67 Director of Duke Energy or its predecessor companies since 1990 Chairman, Browning Investments, Inc.		Skills and Qualifications: • Mr. Browning's qualifications for election include his management experience and his knowledge and understanding of Duke Energy's Midwest service territory. Mr. Browning's financial and investment backgroundexpertise adds a valuable perspective to the Board and its committees.		Committees:Committees: • Audit Committee • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships:directorships: • None
Mr. Browning has been Chairman of Browning Investments, Inc.Consolidated, LLC (and its predecessor), a real estate development firm, since 1981 and served as President from 1981 until 2013. He also serves as owner, general partner or managing member of various real estate entities. Mr. Browning is a former director of Standard Management Corporation, Conseco, Inc. and Indiana Financial Corporation.
Harris E. DeLoach, Jr.
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 69: 70 Director of Duke Energy or its predecessor companies since 20062012 Executive Chairman, Sonoco Products Company		Skills and Qualifications:Qualifications: • Mr. DeLoach's qualifications for election include his knowledge of the environmental regulations, particularly in Duke Energy's South Carolina service territory, as a result of his experience leading a public company with global manufacturing operations headquartered in South Carolina. His familiarity with the economic and business development issues facing the communities we serve his experience leadingis also extremely valuable to the Board and its committees. As a former practicing attorney and a board member of other public company with global operations and his understanding of Duke Energy's South Carolina service territory.privately held companies, he also brings in-depth legal and board governance experience.		Committees:Committees: • Corporate Governance Committee • Nuclear Oversight Committee Other current public directorships:directorships: • Sonoco Products Company • Goodrich Corporation
Mr. DeLoach has served as Executive Chairman of Sonoco Products Company, a manufacturer of paperboard and paper and plastic packaging products, since March 2013. He previously served as Chief Executive Officer of Sonoco Products Company from July 2000 to March 2013. Mr. DeLoach has been2013 and Chairman of the Sonoco Products Board of Directors sincefrom April 2005.2005 to March 2013. Prior to joining Sonoco Products in 1986, Mr. DeLoach was in a private law practice and served as an outside counsel to Sonoco Products for 15 years.

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PROPOSAL 1:    ELECTION OF DIRECTORS

Daniel R. DiMicco
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 63: 64 Director of Duke Energy or its predecessor companies since 2007 Chairman Emeritus, Retired Chairman, President and Chief Executive Officer, Nucor Corporation		Skills and Qualifications:Qualifications: • Mr. DiMicco's qualifications for election include his management experience, including Chief Executive Officer of a Fortune 500 company and successfully operating a company serving many constituencies. In addition, Mr. DiMicco's experience as Chief Executive Officer of a large industrial corporation provides a valuable perspective on Duke Energy's industrial customer class.class as well as extensive knowledge of the environmental regulations in Duke Energy's Carolinas and Midwest territories.		Committees:Committees: • Corporate Governance Committee • Nuclear Oversight Committee Other current public directorships:directorships: • None
Mr. DiMicco has served as Chairman Emeritus of Nucor Corporation, a steel company, since December 2013. From January 2013 until December 2013, Mr. DiMicco served as Executive Chairman of Nucor Corporation and as Chairman from May 2006 to December 2012, Chief Executive Officer from September 2000 to December 2012 and President from September 2000 to December 2010. He was a member of the Nucor Board of Directors from 2000 to 2013. Mr. DiMicco is a former chair of the American Iron and Steel Institute.
John H. Forsgren
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 67: 68 Director of Duke Energy or its predecessor companies since 2009 Retired Vice Chairman, Executive Vice President and Chief Financial Officer, Northeast Utilities		Skills and Qualifications:Qualifications: • Mr. Forsgren's qualifications for election include his prior management and financial experience asAs a former Vice Chairman and Chief Financial Officer of a large utility company, Mr. Forsgren's qualifications for election include financial and hisrisk management expertise as well as extensive knowledge of the energy industry, the regulatory environment within the industry and insight on renewable energy.		Committees:Committees: • Finance and Risk Management Committee • Nuclear Oversight Committee Other current public directorships:directorships: • The Phoenix Companies, Inc.
Mr. Forsgren has been Chairman of The Phoenix Companies, Inc. since 2013 and was Vice Chairman, Executive Vice President and Chief Financial Officer of Northeast Utilities from 1996 until his retirement in 2004. He is a former director of CuraGen Corporation and Neon Communications Group, Inc.

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​DUKE ENERGY – 2015 Proxy Statement    13

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PROPOSAL 1:    ELECTION OF DIRECTORS

Lynn J. Good
​	​	​	​	​	​	​
Non-Independent Director Nominee Vice Chairman of the Board
		Age:Age 54: 55 Director of Duke Energy or its predecessor companies since 2013 Vice Chairman, President and Chief Executive Officer, Duke Energy Corporation		Skills and Qualifications:Qualifications: • Ms. Good's qualifications for election include her experience asGood is our Chief Executive Officer and was previously our Chief Financial Officer of Duke Energy, herOfficer. Her knowledge of the affairs of Duke Energy and its businesses,business and her experience in the energy industry.industry provide valuable resources for the Board.		Committees:Committees: • None Other current public directorships:directorships: • Hubbell Incorporated
Ms. Good has served as Vice Chairman, President, Chief Executive Officer and a member of the Board of Directors of Duke Energy since July 2013. She served as Executive Vice President and Chief Financial Officer of Duke Energy from July 2009 through June 2013. Prior to that she served as President, Commercial Businesses from November 2007 through June 2009.

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PROPOSAL 1:    ELECTION OF DIRECTORS

Ann M.Maynard Gray
​	​	​	​	​	​	​
Independent Director Nominee Chairman of the Board
		Age:Age 68: 69 Director of Duke Energy or its predecessor companies since 19941997 FormerRetired Vice President, ABC, Inc. and former President, Diversified Publishing Group, ABC,  Inc.		Skills and Qualifications:Qualifications: • Ms. Gray's qualifications for election include her business experience, both from a management perspective and as a result of her experience as a director at several public companies. Ms. Gray's public company experience has also given her in-depth knowledge of governance principles, which she utilizes on a variety of matters, including, among other things, succession planning, executive compensation and corporate governance.		Committees:Committees: • Compensation Committee • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships:directorships: • The Phoenix Companies, Inc.
Ms. Gray was President of Diversified Publishing Group of ABC, Inc., a television, radio and publishing company, from 1991 until 1997 and was a Corporate Vice President of ABC, Inc. and its predecessors from 1979 to 1998. Ms. Gray is a former director of Elan Corporation, plc and former trustee of JPMorgan Funds.

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PROPOSAL 1:    ELECTION OF DIRECTORS

James H. Hance, Jr.
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 69: 70 Director of Duke Energy or its predecessor companies since 2005 Retired Vice Chairman and Chief Financial Officer, Bank of America Corporation		Skills and Qualifications:Qualifications: • Mr. Hance's qualifications for election include his management and financial experience as Vice Chairman and Chief Financial Officer of one of our nation's largest financial institutions, his broad background as a director of a number of large financial and industrial corporations, and his expertise in finance.finance and risk management.		Committees:Committees: • Audit Committee • Compensation Committee • Finance and Risk Management Committee Other current public directorships:directorships: • Acuity Brands, Inc. • Cousins Properties Incorporated • Ford Motor Company • The Carlyle Group, LP
Mr. Hance was Vice Chairman of Bank of America from 19941993 until his retirement in 2005 and served as Chief Financial Officer from 1988 to 2004. Since retiring in 2005, Mr. Hance has served as a director for various public companies. He is a certified public accountant and spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). He is a former director of Bank of America, Rayonier Inc., Morgan Stanley, and EnPro Industries, Inc. and Sprint-Nextel Corporation. Mr. Hance also serves as an operating executive of The Carlyle Group, LP and is a member of its board of directors.
John T. Herron
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 60: 61 Director of Duke Energy or its predecessor companies since 2013 Retired President, Chief Executive Officer and Chief Nuclear Officer, Entergy Nuclear		Skills and Qualifications:Qualifications: • Mr. Herron's qualifications for election include his knowledge and extensive insight gained atas a variety of nuclear energy facilities over more thansenior executive in the utility industry, including his three decades as well as his previous managementof experience in nuclear energy. During Mr. Herron's career, he has gained significant regulatory and risk management expertise, which is an asset to the energy industry.Board and its committees.		Committees:Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships:directorships: • None
Mr. Herron was President, Chief Executive Officer and Chief Nuclear Officer of Entergy Nuclear from 2009 until his retirement on March 31,in 2013. Mr. Herron joined Entergy Nuclear in 2001 and held a variety of positions. He began his career in nuclear operations in 1979 and has held positions at a number of nuclear stations across the country. Mr. Herron is a director of Ontario Power Generation and also has served on the Institute of Nuclear Power Operations' board of directors.

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PROPOSAL 1:    ELECTION OF DIRECTORS

James B. Hyler, Jr.
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 66: 67 Director of Duke Energy or its predecessor companies since 20082012 Managing Director, InvestorsMorehead Capital Management, CorporationLLC		Skills and Qualifications:Qualifications: • Mr. Hyler's qualifications for election include his understanding of Duke Energy's North Carolina service territory and his knowledge and expertise in financial services, corporate finance and corporate finance.risk management.		Committees:Committees: • Audit Committee • Finance and Risk Management Committee • Regulatory Policy and Operations Committee Other current public directorships:directorships: • None
Mr. Hyler is Managing Director of InvestorsMorehead Capital Management, Corporation,LLC, a firm which invests in and acquires companies in various industries, since December 2011. He retired as Vice Chairman and Chief Operating Officer of First Citizens Bank in 2008, having served in these positions from 1994 until 2008. Mr. Hyler was President of First Citizens Bank from 1988 to 1994 and was Chief Financial Officer of First Citizens Bank from 1980 to 1988. Prior to joining First Citizens Bank, Mr. Hyler was an auditor with Ernst & Young for 10 years. Mr. Hyler served as a director of First Citizens BancShares from 1988 until 2008.
William E. Kennard
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 57: 58 Director of Duke Energy or its predecessor companies since 2014 Senior Advisor, Grain ManagementNon-Executive Chairman, Velocitas Partners, LLC		Skills and Qualifications:Qualifications: • Mr. Kennard's qualifications for election include his considerable experience and knowledge of the regulatory arena, as well as his financial knowledge, legal knowledge and international perspective. As former Chairman of the Federal Communications Commission, Mr. Kennard also has a great deal of expertise in technology, which is extremely valuable to the Board and its committees.		Committees:Committees: • Corporate Governance Committee • Finance and Risk Management Committee • Regulatory Policy and Operations Committee Other current public directorships:directorships: • AT&T Inc. • Ford Motor Company • MetLife, Inc.
Mr. Kennard is Non-Executive Chairman of Velocitas Partners, LLC, an asset management and advisory firm, since November 2014, as well as a member of the Operating Executive Committee of Staple Street Capital, a private equity firm. Prior to joining Velocitas Partners, LLC, Mr. Kennard served as Senior Advisor at Grain Management a private equity firm, sincefrom October 2013. Prior2013 to joining Grain Management, Mr. Kennard served asNovember 2014; U.S. Ambassador to the European Union from 2009 to August 2013; Managing Director of The Carlyle Group from 2001 to 2009; and Chairman of the Federal Communications Commission from 1997 to 2001. Mr. Kennard holds a law degree from Yale Law School.

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PROPOSAL 1:    ELECTION OF DIRECTORS

E. Marie McKee
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 63: 64 Director of Duke Energy or its predecessor companies since 19992012 Retired Senior Vice President, Corning Museum of GlassIncorporated		Skills and Qualifications:Qualifications: • Ms. McKee's qualifications for election include her experience in human resources, which provides her with a thorough knowledge of employment and compensation practices. Her prior experience as Presidenta senior executive of Steuben GlassCorning Incorporated has also given her excellent operating skills and an understanding of financial matters.		Committees:Committees: • Audit Committee • Compensation Committee • Corporate Governance Committee Other current public directorships:directorships: • None
Ms. McKee is President of the Corning Museum of Glass since 1998, and she served asa retired Senior Vice President of Human Resources at Corning Incorporated, a manufacturer of components for high-technology systems for consumer electronics, mobile emissions controls, telecommunications and life sciences, from 1996 to 2010.sciences. Ms. McKee has over 3035 years of experience at Corning, where she held a variety of management positions with increasing levels of responsibility, including Senior Vice President of Human Resources from 1996 to 2010; President of Steuben Glass.Glass; and President of The Corning Museum of Glass and The Corning Foundation from 1998 to 2014.
Richard A. Meserve
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 70 Director of Duke Energy since 2015 President Emeritus, Carnegie Institution for Science		Skills and Qualifications: • Dr. Meserve's qualifications for election include technical, legal, regulatory and public policy expertise in numerous areas, including nuclear power, energy policy, environmental and climate change, as well as leadership and business skills developed as an executive and a director of, and an advisor to, national and international scientific, research and legal organizations.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • Pacific Gas and Electric Company
Dr. Meserve is President Emeritus of the Carnegie Institution for Science and has held that position since April 2003. He has served on a part-time basis as Senior of Counsel to the international law firm of Covington & Burling LLP since April 2004. Prior to joining the Carnegie Institution for Science, Dr. Meserve was Chairman of the U.S. Nuclear Regulatory Commission. He also served as a partner at the law firm of Covington & Burling LLP. He previously served as a member of the Blue Ribbon Commission on America's Nuclear Future (chartered by the Secretary of Energy) from 2010 to 2012, as legal counsel to President Carter's science and technology advisor, and as a law clerk to Justice Harry A. Blackmun of the U.S. Supreme Court. Dr. Meserve is Chairman of the International Nuclear Safety Group, which is chartered by the International Atomic Energy Agency. He currently is co-chairman of the U.S. Department of Energy's Nuclear Energy Advisory Committee and a member of the Secretary of Energy Advisory Board.

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PROPOSAL 1:    ELECTION OF DIRECTORS

E. James ReinschT. Rhodes
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 70: 73 Director of Duke Energy or its predecessor companies since 20092001 Retired Senior Vice President and Partner, Bechtel Group and past President, Bechtel Nuclear		Skills and Qualifications: • Mr. Reinsch's qualifications for election include his management experience and extensive knowledge of the nuclear industry and construction business.		Committees: • Finance and Risk Management Committee • Nuclear Oversight Committee Other current public directorships: • None
Mr. Reinsch was Senior Vice President and Partner of Bechtel Group from 2003 to 2008 and past president of Bechtel Nuclear from 2000 until his retirement in 2009. He has served on the boards of several international nuclear energy organizations, including the International Nuclear Energy Academy. He has also served on the U.S. Department of Energy's Hydrogen and Fuel Cell Technical Advisory Committee.
James T. Rhodes
Independent Director Nominee
		Age: 72 Director of Duke Energy or its predecessor companies since 2001 Retired Chairman, President and Chief Executive Officer, Institute of Nuclear Power Operations		Skills and Qualifications:Qualifications: • Dr. Rhodes' qualifications for election include his management experience as Chief Executive Officer of a large non-profit organization in the energy industry, as well as his in-depth knowledge of the energy and nuclear industry.industry and expertise in risk management.		Committees:Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships:directorships: • None
Dr. Rhodes was Chairman and Chief Executive Officer of the Institute of Nuclear Power Operations, a nonprofitnon-profit corporation promoting safety, reliability and excellence in nuclear plant operation, from 1998 to 1999 and Chairman, President and Chief Executive Officer from 1999 until his retirement in 2001. He served as President and Chief Executive Officer of Virginia Electric & Power Company, a subsidiary of Dominion Resources, Inc., from 1989 until 1997. Dr. Rhodes is a former member of the Advisory Council for the Electric Power Research Institute.
Carlos A. Saladrigas
​	​	​	​	​	​	​
Independent Director Nominee
		Age:Age 65: 66 Director of Duke Energy or its predecessor companies since 20012012 Chairman, Regis HR Group, and Chairman, Concordia Healthcare Holdings, LLC		Skills and Qualifications:Qualifications: • Mr. Saladrigas' qualifications for election include his extensive expertise in the human resources, financial services and accounting arenas, as well as his understanding of Duke Energy's Florida service territory.		Committees:Committees: • Audit Committee • Compensation Committee • Regulatory Policy and Operations Committee Other current public directorships:directorships: • Advance Auto Parts, Inc.
Mr. Saladrigas is Chairman of Regis HR Group, which offers a full suite of outsourced human resources services to small and mid-sized businesses. He has served in this position since July 2008. Mr. Saladrigas also serves as Chairman of Concordia Healthcare Holdings, LLC, which specializes in managed behavioral health, since January 2011. He served as Vice Chairman, from 2007 to 2008, and Chairman, from 2002 to 2007, of Premier American Bank in Miami, Florida. Mr. Saladrigas served as Chief Executive Officer of ADP Total Source (previously the Vincam Group, Inc.) from 1984 to 2002.

Majority Voting for the Election of Directors

Under the Amended and Restated By-Laws, in an uncontested election at which a quorum is present, a director-nominee will be elected if the number of shares voted "FOR" the nominee's election exceeds the number of votes withheld from that nominee's election. In addition, the Company has a resignation policy in its Principles for Corporate Governance which requires an incumbent Director who has more votes withheld from that nominee's re-election than votes "FOR" his or her re-election to tender his or her letter of resignation for consideration by the Corporate Governance Committee of the Company's Board of Directors.

In contested elections, Directors will continue to be elected by plurality vote. For purposes of the Amended and Restated By-Laws, a "contested election" is an election in which the number of nominees for director is greater than the number of directors to be elected.

The Board of Directors Recommends a Vote "FOR" Each Nominee.Nominee.

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Our Board Leadership

Our Board of Directors is currently structured with an independent Chairman of the Board and a separate Vice Chairman who is also our President and Chief Executive Officer. On January 1, 2014,December 31, 2013, Ann Maynard Gray, previously the Company's independent lead director, became Chairman of the Board. Our President and Chief Executive Officer, Lynn Good, assumed the role of Vice Chairman in July 2013.

The Board of Directors believes that the Company and its shareholders are best served by the Board retaining discretion to determine the appropriate leadership structure for the Company based on what it believes is best for the Company at a particular point in time, including whether the same individual should serve as both Chief Executive Officer and Chairman of the Board, or whether the roles should be separate. In the event that the Board of Directors determines that the same individual should hold the positions of Chief Executive Officer and Chairman of the Board, the Company's Principles for Corporate Governance provide for an independent lead director to be appointed from among the independent directors.

Our independent Chairman of the Board presides at the regularly scheduled executive sessions of the non-management/independent directors.

Director Attendance

The Board of Directors of Duke Energy met 1011 times during 20132014 and has met 34 times so far in 2014.2015. The overall attendance percentage for our directors was approximately 95%98% in 2013,2014, and no director attended less than 75% of the total of the Board of Directors' meetings and the meetings of the committees upon which he or she served in 2013.2014. Directors are encouraged to attend the annual shareholder meeting.Annual Meeting of Shareholders. All members of the Board of Directors attended Duke Energy's last annual shareholder meetingAnnual Meeting of Shareholders on May 2, 2013.1, 2014.

Risk Oversight

The Board of Directors is actively involved in the oversight of risks that could affect Duke Energy. This oversight is conducted primarily through the Finance and Risk Management Committee of the Board but also through the other committees of the Board, as appropriate. See below for descriptions of each of the committees. The Board and its committees, including the Finance and Risk Management Committee, satisfy its risk oversight responsibility through reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within Duke Energy.

Independence of Directors

The Board of Directors may determine a director to be independent if the Board of Directors has affirmatively determined that the director has no material relationship with Duke Energy or its subsidiaries (references in this proxy statement to Duke Energy's subsidiaries shall mean its consolidated subsidiaries), either directly or as a shareholder, director, officer or employee of an organization that has a relationship with Duke Energy or its subsidiaries. Independence determinations are generally made on an annual basis at the time the Board of Directors approves director nominees for inclusion in the proxy statement and, if a director joins the Board of Directors in the interim, at such time.

The Board of Directors also considers its Standards for Assessing Director Independence, which set forth certain relationships between Duke Energy and directors and their immediate family members, or affiliated entities, that the Board of Directors, in its judgment, has deemed to be material or immaterial for purposes of assessing a director's independence. Duke Energy's Standards for Assessing DirectorsDirector Independence are linked on our website at http://www.duke-energy.com/corporate-governance/board-of-directors/independence.asp.independence.asp. In the event a director has a relationship with Duke Energy that is not addressed in the Standards for Assessing Director Independence, the independent members of the Board of Directors determine whether such relationship is material.

In making the determination regarding each director's independence, the Board of Directors considered all transactions and the materiality of any relationship with Duke Energy and its subsidiaries in light of all facts and circumstances. In December 2013 and January 2014, the Company and the Duke Energy Foundation, respectively, entered into agreements with the North Carolina Chapter of The Nature Conservancy, for whom Mr. Bernhardt is a trustee, to sponsor research on coastal conservation and adaptation in the Company's North and South Carolina service territories. The Board of Directors determined that this relationship was not material and did not impair Mr. Bernhardt's independence because the agreements were made without any direct input from Mr. Bernhardt, and the associated project work has fulfilled, in part, the Company's obligation to make certain charitable contributions in the Duke Energy Progress, Inc. service territory in accordance with a merger commitment associated with the Company's merger with Progress Energy, Inc.

The Board of Directors has determined that none of the directors, other than Ms. Good, has a material relationship with Duke Energy or its subsidiaries, and all are, therefore, independent under the listing standards of the NYSE and the rules and regulations of the SEC. In arriving at this determination,

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Board and Committee Assessments

Each year the Board, with the assistance of the Corporate Governance Committee, conducts an assessment of the Board of Directors considered all transactions and each of the materialityCommittees. The assessment process is facilitated by an independent adviser, which allows directors to provide anonymous feedback and promotes candidness among the directors. The results of any relationship with Duke Energythe feedback are presented to the Board and its subsidiariesCommittees and discussed. This annual review and discussion provides continuous improvement in lightthe overall effectiveness of all factsthe Directors, Committees and circumstances.Board.

DUKE ENERGY – 2014 Proxy Statement    21 Board Oversight of Risk

The Company faces a myriad of risks, including operational, financial and reputational risks that affect every segment of its business. The Board of Directors is actively involved in the oversight of these risks in several ways. This oversight is conducted primarily through the Finance and Risk Management Committee of the Board but also through the other committees of the Board, as appropriate. The Board of Directors annually reviews the Company's enterprise risk assessment with management, including the Chief Risk Officer. This detailed risk assessment identifies the broad range of risks that affect the Company, their probabilities and severity and reviews the Company's approach to managing and prioritizing those risks, based on input from the officers responsible for their management.

Each committee of the Board is responsible for the oversight of certain areas of risk that pertain to that committee's area of focus. Throughout the year, each committee chair regularly reports to the full Board regarding the committee's considerations and actions relating to the risks within its area of focus.

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Shareholder Engagement

We conduct extensive governance reviews and investor outreach so that management and the Board understand and consider the issues that matter most to our shareholders and address them effectively. In 2014, we further expanded our outreach to include a formal outreach program to the holders of approximately 25% of Duke Energy's shares throughout the year.

During the 2014 corporate governance engagement program, the Company discussed, among other issues, board structure and director refreshment, as well as the shareholder proposals which were voted on at the 2014 Annual Meeting of Shareholders, including the right for shareholders to call a special shareholder meeting, and political contribution disclosure. The Board of Directors, after considering the feedback it received on these issues, amended Duke Energy's Amended and Restated By-Laws to give shareholders holding 15% of the outstanding shares of Duke Energy common stock the right to call a special shareholder meeting. The Company has also committed to make changes to its disclosure of political contributions on the Company's website as well as to increase disclosure regarding the Board's oversight of the Company's political activity.

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Board of Directors Committees

The Board of Directors has the six standing, permanent committees described below:

Audit Committee

89 meetings held in 20132014

		Committee Members
		Carlos A. Saladrigas, Chairperson Michael G. Browning James H. Hance, Jr. James B. Hyler, Jr. E. Marie McKee

Carlos A. Saladrigas

•

TheAudit Committee considers risks and matters related to financial reporting, internal controls and compliance. As part of those responsibilities, the Audit Committee selects and retains a firm of independent public accountants to conduct audits of the accounts of Duke Energy and its subsidiaries. It also reviews with the independent public accountant the scope and results of their audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and its subsidiaries, and makes reports and recommendations to the Board of Directors as it deems appropriate. The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by its independent public accountant. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levels that may be provided by the independent public accountant and will review such policy annually. See page 3334 for additional information on the Audit Committee's pre-approval policy.

•

The Board of Directors has determined that Mr.Messrs. Hance and Saladrigas is anare "audit committee financial expert"experts" as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. See page 20pages 15 and 18 for a description of hisMessrs. Hance's and Saladrigas' business experience.

•

Each of the members has been determined to be "independent" within the meaning of the NYSE's listing standards, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company's Standards for Assessing Director Independence. In addition, each of the members meets the financial literacy requirements for audit committee membership under the NYSE's rules and the rules and regulations of the SEC.

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Compensation Committee

98 meetings held in 20132014

		Committee Members
		E. Marie McKee, Chairperson Ann M.Maynard Gray James H. Hance, Jr. Carlos A. Saladrigas

E. Marie McKee

•

TheCompensation Committee establishes and reviews the overall compensation philosophy of the Company, confirms that our policies and philosophy do not encourage excess or inappropriate risk-taking by our employees, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of,

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INFORMATION ON THE BOARD OF DIRECTORS

and approves changes to, compensation programs. This committee also makes recommendations to the Board of Directors on compensation for independent directors.

•

Management's role in the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our named executive officers, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation Committee meetings.

•

This committee has engaged Frederic W. Cook & Company, Inc. as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the committee and is not permitted to provide any services to Duke Energy other than at the direction of the committee.

•

Each of the members of the Compensation Committee has been determined to be "independent" within the meaning of the NYSE's listing standards, Rule 10C-1(b) of the Exchange Act, and the Company's Standards for Assessing Director Independence; to be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"); and, to be "non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act.

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Corporate Governance Committee

57 meetings held in 20132014

					Committee Members
		Ann M.Maynard Gray, Chairperson Michael G. Browning Harris E. DeLoach, Jr. Daniel R. DiMicco William E. Kennard E. Marie McKee

Ann M.Maynard Gray

•

TheCorporate Governance Committee considers risks and matters related to corporate governance and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the Chief Executive Officer. This committee also recommends to the Board of Directors the slate of nominees, including any nominees recommended by shareholders, for director for each year's annual meeting of shareholders and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating a potential nominee. The committee also performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board of Directors. The Committee also assists the Board in its annual determination of director independence and review of any related person transactions.

•

Each of the members of the Corporate Governance Committee has been determined to be "independent" within the meaning of the NYSE's listing standards and the Company's Standards for Assessing Director Independence.

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Finance and Risk Management Committee

5 meetings held in 20132014

					Committee Members
		James H. Hance, Jr., Chairperson William Barnet, III Michael G. Browning John H. Forsgren Ann M.Maynard Gray James B. Hyler, Jr. William E. Kennard E. James Reinsch

James H. Hance, Jr.

•

TheFinance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise level risk assessment at the Company. This oversight function includes reviews of Duke Energy's financial and fiscal affairs and recommendations to the Board of Directors regarding dividends, financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy's risk exposure as related to overall company portfolio and impact on earnings, and reviews the financial impacts of major projects as well as capital expenditures.

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Nuclear Oversight Committee

76 meetings held in 20132014

					Committee Members
		James T. Rhodes, Chairperson G. Alex Bernhardt, Sr. Harris E. DeLoach, Jr. Daniel R. DiMicco John H. Forsgren John T. Herron Richard A. Meserve E. James Reinsch Philip R. Sharp

James T. Rhodes

•

TheNuclear Oversight Committee provides oversight of the nuclear safety, operational performance and long-term plans and strategies of Duke Energy's nuclear power program. The oversight role is one of review, observation and comment and in no way alters management's authority, responsibility or accountability. At least annually, the Nuclear Oversight Committee visits each of Duke Energy's operating nuclear power stations and reviews the station's nuclear safety, operational and financial performance.

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Regulatory Policy and Operations Committee

612 meetings held in 20132014

					Committee Members
		Philip R. Sharp, Chairperson William Barnet, IIIJames B. Hyler, Jr., Chair G. Alex Bernhardt, Sr. John T. Herron James B. Hyler, Jr.William E. Kennard Richard A. Meserve James T. Rhodes Carlos A. Saladrigas

Philip R. SharpJames B. Hyler, Jr.

•

TheRegulatory Policy and Operations Committee provides oversight of Duke Energy's regulatory strategy including non-nuclear regulated utilities' operations;and environmental, heathhealth and safety issues;issues and the risks related to such issues, including our ash management strategy, as well as the public policy positions.policies and practices of Duke Energy. This includes reviewing Duke Energy's regulatory approach to strategic initiatives, the operational performance of Duke Energy's utilities with regard to energy supply, delivery, fuel procurement and transportation and making visits to Duke Energy's generation facilities. It is also responsible for the oversight of Duke Energy's environmental, health and safety goals and policies as well as its policies and practices with respect to its political activities and community affairs.

Each committee operates under a written charter adopted by the Board of Directors. The charters are posted on our website athttp://www.duke-energy.com/corporate-governance/board-committee-charters.asp.

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BOARD OF DIRECTORS COMMITTEE MEMBERSHIP ROSTER (AS OF MARCH 20, 2014)26, 2015)

Name		Audit		Compensation		Corporate Governance		Finance and Risk Management		Nuclear Oversight		Regulatory Policy and Operations
													​	​	​	​	​	​	​	​	​	​	​	​	​
William Barnet, III G. Alex Bernhardt, Sr.(1)		​		​		​		X				X
G. Alex Bernhardt, Sr.								​		X		X
Michael G. Browning		X				X		X
Harris E. DeLoach, Jr.		​		​		X		​		X		​
Daniel R. DiMicco						X				X
John H. Forsgren		​		​		​		X		X		​
Lynn J. Good
Ann M.Maynard Gray		​		X		X*		X		​		​
James H. Hance, Jr.		X		X				X*
John T. Herron		​		​		​		​		X		X
James B. Hyler, Jr.		X						X				X X*
William E. Kennard		​				​		X		X		​		X
E. Marie McKee		X		X*		X
Richard A. Meserve		​		​		​		​		X		X
E. James Reinsch(1)								X		X
James T. Rhodes		​		​		​		​		X*		X
Carlos A. Saladrigas		X*		X								X
Philip R. Sharp ​	​	​	​	​	​	​	​	​	​	X​	​	X*
​

*

Committee Chair

(1)

Retiring at the 2015 Annual Meeting of Shareholders.

DUKE ENERGY – 2014 Proxy Statement    25

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three components: (i) Board of Directors' independence, (ii) processes and practices that foster solid decision-making by both management and the Board of Directors, and (iii) balancing the interests of all of our stakeholders – our investors, customers, employees, the communities we serve and the environment. The Corporate Governance Committee's charter is available on our website athttp://www.duke-energy.com/corporate-governance/board-committee-charters/corporate-governance.asp and is summarized below.

Membership. The Committee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and other applicable rules and regulations.

Responsibilities. The Committee's responsibilities include, among other things: (i) implementing policies regarding corporate governance matters; (ii) assessing the Board of Directors' membership needs and recommending nominees; (iii) recommending to the Board of Directors those directors to be selected for membership on, or removal from, the various Board of Directors' committees and those directors to be designated as chairs of Board of Directors' committees; and (iv) sponsoring and overseeing performance evaluations for the various Board of Directors' committees, the Board of Directors as a whole, and the directors and management, including the Chief Executive Officer.

Investigations and Evaluations. The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee's duties and responsibilities, and may retain, at the Company's expense, and in the Committee's sole discretion, consultants to assist in such work as the Committee deems necessary. In addition, the Committee has the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms, such fees to be borne by the Company. Finally, the Committee conducts an annual self-evaluation of its performance.

In connection with the settlement by the Company with the North Carolina Utilities Commission following the Company's merger with Progress Energy, Inc., the Committee assigned the responsibility to search for a successor to our former CEO, Mr. Rogers, as well as for two additional directors to join the Board, to the Leadership Development Committee of the Board of Directors. The Leadership Development Committee was a temporary committee formed solely for this purpose, however, so the Corporate Governance Committee has retained its responsibility to identify director candidates and for succession planning. The Leadership Development Committee was disbanded in December 2013 following the appointments of Ms. Good as CEO and Messrs. Herron and Kennard to the Board of Directors.

Governance Initiatives

All of our Board of Directors committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors are available on our website athttp://www.duke-energy.com/investors/corporate-governance.asp. Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for Directors must be approved by the Board and will be posted on our website. During 2013 our Board of Directors held 5 executive sessions with independent directors only.

Director Candidates

Profile. We look for the following characteristics in any candidate for nomination to our Board of Directors:

•

fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness;

•

a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable to the shareholders of Duke Energy, not to any particular interest group;

•

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;

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

•

diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and qualifications;

•

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;

•

no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and its shareholders;

•

the ability and willingness to spend the time required to function effectively as a director;

•

compatibility and ability to work well with other directors and executives in a team effort with a view to a long-term relationship with Duke Energy as a director;

•

independent opinions and willingness to state them in a constructive manner; and,

•

willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Nominees. The Committee may engage a third party from time to time to assist it in identifying and evaluating director-nominee candidates, in addition to current members of the Board of Directors standing for re-election. The Committee will provide the third party, based on the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The Committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee's experiences and skills. In addition, the Committee considers the shareholder-nominee's independence with respect to both the Company and the recommending shareholder. All of the nominees on the proxy card are current members of our Board of Directors and were recommended by the Committee.

Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Corporate Secretary, Duke Energy Corporation, P.O. Box 1321, Charlotte, NC 28201-1321. The notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

•

the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of Duke Energy that are beneficially owned by the recommending shareholder(s);

•

a representation that the recommending shareholder(s) is a holder of record of stock of Duke Energy entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person(s) specified in the notice;

•

the name, age, business address and principal occupation and employment of the recommended nominee;

•

any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors membership established by the Board of Directors and/or the Corporate Governance Committee;

•

any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be considered independent under the applicable NYSE rules and SEC rules and regulations;

•

a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);

•

a statement, signed by the recommended nominee, (1) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation, (2) affirming the recommended nominee's willingness to be a director, and (3) consenting to serve as a director if so elected;

•

if the recommending shareholder(s) has beneficially owned more than 5% of Duke Energy's voting stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;

•

if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and

•

all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding (1) the recommended nominee's business experience; (2) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee; and (3) material relationships or transactions, if any, between the recommended nominee and Duke Energy's management.

DUKE ENERGY – 2014 Proxy Statement    27

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three components: (i) Board of Directors' independence, (ii) processes and practices that foster solid decision-making by both management and the Board of Directors, and (iii) balancing the interests of all of our stakeholders – our investors, customers, employees, the communities we serve and the environment. The Corporate Governance Committee's charter is available on
our website atwww.duke-energy.com/corporate-governance/ board-committee-charters/corporate-governance.asp and is summarized below. Additional information about the Corporate Governance Committee and its members is detailed on page 24 of the proxy statement.

Membership.The Committee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and other applicable rules and regulations.

Responsibilities.The Committee's responsibilities include, among other things (i) implementing policies regarding corporate governance matters, (ii) assessing the Board of Directors' membership needs and recommending nominees, (iii) recommending to the Board of Directors those directors to be selected for membership on, or removal from, the various Board of Directors' committees and those directors to be designated as chairs of Board of Directors' committees, and (iv) sponsoring and overseeing annual performance evaluations for the various Board of Directors' committees, including the Corporate Governance Committee, the Board of Directors and the Chief Executive Officer. The Committee may also conduct or authorize investigations into or studies of matters within the scope of the Committee's duties and responsibilities, and may retain, at the Company's expense, and in the Committee's sole discretion, consultants to assist in such work as the Committee deems necessary.

Governance Policies

All of our Board of Directors committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors are available on our website atwww.duke-energy.com/investors/corporate-governance.asp. Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for Directors must be approved by the Board and will be posted on our website. During 2014, our Board of Directors held 5 executive sessions with independent directors only.

Board Composition

Director Qualifications.We look for the following characteristics in any candidate for nomination to our Board of Directors:

•

fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness;

•

a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable to the shareholders of Duke Energy, not to any particular interest group;

•

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;

•

diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and qualifications;

•

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;

•

no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and its shareholders;

•

the ability and willingness to spend the time required to function effectively as a director;

•

compatibility and ability to work well with other directors and executives in a team effort with a view to a long-term relationship with Duke Energy as a director;

•

independent opinions and willingness to state them in a constructive manner; and,

•

willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Director Candidate Recommendations.The Committee may engage a third party from time to time to assist it in identifying and

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

evaluating director-nominee candidates, in addition to current members of the Board of Directors standing for re-election. The Committee will provide the third party, based on the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The Committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee's experiences and skills. In addition, the Committee considers the shareholder-nominee's independence with respect to both the Company and the recommending shareholder. All of the nominees on the proxy card are current members of our Board of Directors and were recommended by the Committee.

Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201-1414. The notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

•

the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of Duke Energy that are beneficially owned by the recommending shareholder(s);

•

a representation that the recommending shareholder(s) is a holder of record of stock of Duke Energy entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person(s) specified in the notice;

•

the name, age, business address and principal occupation and employment of the recommended nominee;

•

any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors membership established by the Board of Directors and/or the Corporate Governance Committee;

•

any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be considered independent under the applicable NYSE rules and SEC rules and regulations;

•

a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);

•

a statement, signed by the recommended nominee, (i) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation, (ii) affirming the recommended nominee's willingness to be a director, and (iii) consenting to serve as a director if so elected;

•

if the recommending shareholder(s) has beneficially owned more than 5% of Duke Energy's voting stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;

•

if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and

•

all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding (i) the recommended nominee's business experience; (ii) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee, and (iii) material relationships or transactions, if any, between the recommended nominee and Duke Energy's management.

New Directors since the 2014 Annual Meeting

Following the 2014 Annual Meeting of Shareholders, the Corporate Governance Committee sought to recruit additional Board members whose qualifications align with the needs of the Board in light of the Company's long-term strategy and the major risks and issues facing the Company. After working with an independent search firm, the Corporate Governance Committee recommended that Dr. Richard A. Meserve be appointed to the Board. Dr. Meserve's appointment was effective February 3, 2015. Dr. Meserve brings technical, legal, regulatory and public policy expertise in numerous areas, including nuclear power, environmental, climate change and energy policy, as well as leadership and business skills developed as an executive and a director of, and an advisor to, national and international scientific, research and legal organizations. The Corporate Governance Committee believes Dr. Meserve provides valuable industry and environmental expertise to Duke Energy.

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

Majority Voting for the Election of Directors

In response to substantial shareholder support for a shareholder proposal at the 2013 Annual Shareholder Meeting regarding majority voting for the election of directors, the Board of Directors adopted Amended and Restated By-Laws in October 2013 to provide for majority voting in uncontested director elections.

Under the Amended and Restated By-Laws, in an uncontested election at which a quorum is present, a Director will be elected if the number of shares voted "for" the Director's election exceeds the number of votes "withheld" from that Director's election. In addition, the Company continues to maintain a resignation policy, which requires an incumbent Director who receives more "withhold" votes than votes "for" his or her election to tender his or her letter of resignation for consideration by the Corporate Governance Committee of the Company's Board of Directors.

In contested elections, Directors will continue to be elected by plurality vote. For purposes of the Amended and Restated By-laws, a "contested election" is an election in which the number of nominees for director is greater than the number of directors to be elected.

Communications with Directors

Interested parties can communicate with any of our directors by writing to our Corporate Secretary at the following address:

Corporate Secretary

Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 13211414
Charlotte, NC 28201-132128201-1414

Interested parties can communicate with our independent Chairman of the Board by writing to the following address:

Chairman of Thethe Board

c/o Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 13211414
Charlotte, NC 28201-132128201-1414

Our Corporate Secretary will distribute communications to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Duke Energy Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors be excluded, such as: spam; junk mail and mass mailings; service complaints; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, obscene or similarly unsuitable will be excluded. However, any communication that is so excluded remains available to any director upon request.

Corporate Governance Committee

Ann M.Maynard Gray(Chair)
Michael G. Browning
Harris E. DeLoach, Jr.
Daniel R. DiMicco
William E. Kennard
E. Marie McKee

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DIRECTOR COMPENSATION

Annual Retainer and Fees. During 2013, the retainer and meeting fees paid to our independent directors consisted of:

					Meeting Fees
Type of Fee		Fee (Other Than for Meetings) ($)			In-Person Attendance at Meetings Held in Conjunction With a Regular Board of Directors Meeting ($)			In-Person Meetings Not Held in Conjunction With a Regular Board of Directors Meeting ($)			Telephonic Participation in Meetings ($)
Annual Board of Directors Retainer (Cash)			75,000
Annual Board of Directors Retainer (Stock)			125,000
Board of Directors Meeting Fees						2,000			2,500			2,000
Annual Board Chair Retainer			100,000
Annual Lead Director Retainer (if applicable)			75,000
Annual Audit Committee Chair Retainer			25,000
Annual Chair Retainer (Other Committees)			15,000
Audit Committee Meeting Fees						3,000			2,500			2,000
Nuclear Oversight Committee Meeting Fees						4,000			2,500			2,000
Other Committee Meeting Fees						2,000			2,500			2,000

The compensation program is the same as in effect at the end of 2012, except for the addition of the annual Board Chair retainer of $100,000, which became effective on December 10, 2013.

Annual Stock Retainer for 2013. In 2013, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully-vested shares granted under the Duke Energy Corporation 2010 Long-Term Incentive Plan.

Deferral Plans and Stock Purchases. Directors may elect to receive all or a portion of their annual compensation, consisting of retainers and attendance fees, on a current basis, or defer such compensation under the Duke Energy Corporation Directors' Savings Plan (the "Directors' Savings Plan"). Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board of Directors. In connection with the merger with Progress Energy, Duke Energy assumed the Progress Energy, Inc. Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan") and the Progress Energy, Inc. Non-Employee Director Stock Unit Plan (the "Stock Unit Plan"), each of which was merged into the Directors' Savings Plan effective at the end of 2013. Under the Deferred Compensation Plan, the former Progress Energy directors were provided the opportunity to elect to defer their annual retainer and board attendance fees. Any deferred fees are deemed to be invested in stock units. The number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service. Under the Stock Unit Plan, the number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service.

Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains The Duke Energy Foundation Matching Gifts Program under which directors are eligible to request matching contributions of up to $5,000 per director per calendar year to qualifying institutions. In addition, Duke Energy maintains a Directors' Charitable Giving Program. Eligibility for this program has been frozen and Ms. Gray is the only current director who is eligible. Under this program, Duke Energy will make, upon the director's death, donations of up to $1,000,000 to charitable organizations selected by the director. Ms. Gray may request that donations be made under this program during her lifetime, in which case the maximum donation will be reduced on an actuarially-determined net present value basis. In 2013, no donations were made on behalf of Ms. Gray. In addition, Duke Energy made a $1,000 donation to the Red Cross in December 2013 on behalf of each of the independent directors.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors in the amount of $500,000, and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

Stock Ownership Guidelines. Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common stock (or common stock equivalents). Currently each independent director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer (i.e., an ownership level of $375,000) or retain 50% of his or her vested annual equity retainer. All independent directors were in compliance with the guidelines as of December 31, 2013.

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DIRECTOR COMPENSATION

Annual Retainer and Fees. During 2014, the retainer and meeting fees paid to our independent directors consisted of:

					Meeting Fees
Type of Fee		Fee (Other Than for Meetings) ($)			In-Person Attendance at Meetings Held in Conjunction With a Regular Board of Directors Meeting ($)			In-Person Meetings Not Held in Conjunction With a Regular Board of Directors Meeting ($)			Telephonic Participation in Meetings ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Annual Board of Directors Retainer (Cash)		​	75,000		​	​		​	​		​	​
Annual Board of Directors Retainer (Stock)			125,000
Board of Directors Meeting Fees		​	​		​	2,000		​	2,500		​	2,000
Annual Board Chair Retainer			100,000
Annual Lead Director Retainer (if applicable)		​	75,000		​	​		​	​		​	​
Annual Audit Committee Chair Retainer			25,000
Annual Chair Retainer (Other Committees)		​	15,000		​	​		​	​		​	​
Audit Committee Meeting Fees						3,000			2,500			2,000
Nuclear Oversight Committee Meeting Fees		​	​		​	4,000		​	2,500		​	2,000
Other Committee Meeting Fees						2,000			2,500			2,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​

The compensation program is the same as in effect at the end of 2013.

Annual Stock Retainer for 2014. In 2014, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully-vested shares granted under the Duke Energy Corporation 2010 Long-Term Incentive Plan.

Deferral Plans and Stock Purchases. Directors may elect to receive all or a portion of their annual compensation, consisting of retainers and attendance fees, on a current basis, or defer such compensation under the Duke Energy Corporation Directors' Savings Plan (the "Directors' Savings Plan"). Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board of Directors. In connection with the merger with Progress Energy, Duke Energy assumed the Progress Energy, Inc. Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan") and the Progress Energy, Inc. Non-Employee Director Stock Unit Plan (the "Stock Unit Plan"), each of which was merged into the Directors' Savings Plan effective at the end of 2013. Under the Deferred Compensation Plan, the former Progress Energy directors were provided the opportunity to elect to defer their annual retainer and board attendance fees. Any deferred fees are deemed to be invested in stock units. The number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service. Under the Stock Unit Plan, the number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service.

Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains The Duke Energy Foundation Matching Gifts Program under which directors are eligible to request matching contributions of up to $5,000 per director per calendar year to qualifying institutions. Duke Energy also maintains a Directors' Charitable Giving Program. Eligibility for this program has been frozen and Ms. Gray is the only current director who is eligible. Under this program, Duke Energy will make, upon the director's death, donations of up to $1,000,000 to charitable organizations selected by the director. Ms. Gray may request that donations be made under this program during her lifetime, in which case the maximum donation will be reduced on an actuarially determined net present value basis. In 2014, no donations were made on behalf of Ms. Gray. In addition, Duke Energy made a $1,000 donation to the Crisis Assistance Ministry in November 2014 on behalf of each of the independent directors who were actively serving at that time.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

Stock Ownership Guidelines. Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common stock (or common stock equivalents). Currently, each independent director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer (i.e., an ownership level of $375,000) or retain 50% of his or her vested annual equity retainer. All independent directors were in compliance with the guidelines as of December 31, 2014.

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DIRECTOR COMPENSATION

The following table describes the compensation earned during 20132014 by each individual who served as an independent director during 2013.2014. Because Mr. KennardDr. Meserve joined the Board of Directors on January 1, 2014,February 3, 2015, he did not receive any compensation in 20132014 and is not listed below.

Name		Fees Earned or Paid in Cash ($)(2)			Stock Awards ($)(3)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)			All Other Compensation ($)(5)			Total ($)				Fees Earned or Paid in Cash ($)(2)			Stock Awards ($)(3)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)			All Other Compensation ($)(5)			Total ($)
​																	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​
William Barnet, III(1)			128,000			125,000			0			6,412			259,412			​	47,500		​	0		​	0		​	5,054		​	52,554
G. Alex Bernhardt, Sr.			136,500			125,000			14,843			6,412			282,755				144,000			125,000			16,385			6,324			291,709
Michael G. Browning			159,500			125,000			0			6,412			290,912			​	154,000		​	125,000		​	0		​	6,164		​	285,164
Harris E. DeLoach, Jr.			151,500			125,000			0			5,412			281,912				161,500			125,000			0			4,164			290,664
Daniel R. DiMicco			141,000			125,000			0			1,412			267,412			​	147,500		​	125,000		​	0		​	1,164		​	273,664
John H. Forsgren			128,000			125,000			0			4,412			257,412				155,000			125,000			0			5,914			285,914
Ann M. Gray			254,500			125,000			0			6,412			385,912			​	292,500		​	125,000		​	0		​	5,164		​	422,664
James H. Hance, Jr.			160,000			125,000			0			6,412			291,412				170,000			125,000			0			6,164			301,164
John T. Herron(1)			141,000			146,291			0			1,385			288,676			​	142,000		​	125,000		​	0		​	1,285		​	268,285
James B. Hyler, Jr.			160,000			125,000			0			1,412			286,412				169,500			125,000			0			1,302			295,802
William E. Kennard																		​	136,500		​	166,209		​	0		​	6,164		​	308,873
E. Marie McKee			164,000			125,000			0			6,412			295,412				183,500			125,000			0			6,164			314,664
E. James Reinsch			134,000			125,000			0			6,412			265,412			​	149,000		​	125,000		​	0		​	6,324		​	280,324
James T. Rhodes			160,500			125,000			0			6,412			291,912				165,500			125,000			0			6,164			296,664
Carlos A. Saladrigas			177,500			125,000			0			6,412			308,912			​	184,000		​	125,000		​	0		​	6,164		​	315,164
Philip R. Sharp			151,500			125,000			0			3,912			280,412
Philip R. Sharp(1)																			54,500			0			0			1,512			56,012
​																	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​

(1)

Effective MarchMay 1, 2013, Mr. Herron was appointed to2014, Messrs. Barnet and Sharp retired from the Board of Directors of Duke Energy.

(2)

Messrs. Bernhardt, Browning, DeLoach, DiMicco Hyler and ReinschHyler and Ms. Gray and Dr. Rhodes elected to defer $136,500; $151,500; $141,000; $80,000; $67,000; $254,500;$144,000; $154,000; $161,500; $147,500; $84,750; $146,250; and $80,250,$82,750, respectively, of their 20132014 cash compensation under the Directors' Savings Plan.

(3)

This column reflects the grant date fair value of the stock awards granted to each eligible director during 2013.2014. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 20 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 20132014 ("Annual Report"Form 10-K") for an explanation of the assumptions made in valuing these awards. In May 2013,2014, each sitting director on the Duke Energy Board received 1,6721,676 shares of stock. In addition, Mr. Herron received a prorated portion of the 2012-13 annual stock retainer, amounting to 307 shares, upon joining the Board of Directors on March 1, 2013. Messrs. Bernhardt, Browning, DeLoach, DiMicco, Forsgren, Hyler, Kennard, Reinsch and Saladrigas and Ms. Gray and Dr. Rhodes elected to defer their 2013-142014-15 stock retainer of Duke Energy shares under the Directors' Savings Plan.

In addition, Mr. Kennard elected to defer his prorated portion of the 2013-14 annual stock retainer, amounting to 597 shares, that he received upon joining the Board of Directors on January 1, 2014.

(4)

Reflects above-market interest earned on a grandfathered investment fund previously provided under a predecessor plan to the Directors' Savings Plan. Participants can no longer defer compensation into the grandfathered investment fund but continue to be credited with interest at the fixed rate on amounts previously deferred into such fund.

(5)

As described in the following table, All Other Compensation for 20132014 includes a business travel accident insurance premium that was prorated among the directors based on their service on the Board of Directors during 2013,2014, international travel insurance for several directors and contributions made in the director's name to charitable organizations, and a residential thermostat device.

organizations.

Name		Business Travel Accident Insurance ($)			Charitable Contributions ($)			Residential Thermostat Device ($)			Total ($)				Business Travel Accident Insurance ($)			Charitable Contributions ($)			Total ($)
​														​	​	​	​	​	​	​	​	​	​
William Barnet, III			162			6,000			250			6,412			​	54		​	5,000		​	5,054
G. Alex Bernhardt, Sr.			162			6,000			250			6,412				324			6,000			6,324
Michael G. Browning			162			6,000			250			6,412			​	164		​	6,000		​	6,164
Harris E. DeLoach, Jr.			162			5,000			250			5,412				164			4,000			4,164
Daniel R. DiMicco			162			1,000			250			1,412			​	164		​	1,000		​	1,164
John H. Forsgren			162			4,000			250			4,412				164			5,750			5,914
Ann M. Gray			162			6,000			250			6,412			​	164		​	5,000		​	5,164
James H. Hance, Jr.			162			6,000			250			6,412				164			6,000			6,164
John T. Herron			135			1,000			250			1,385			​	285		​	1,000		​	1,285
James B. Hyler, Jr.			162			1,000			250			1,412				302			1,000			1,302
William E. Kennard															​	164		​	6,000		​	6,164
E. Marie McKee			162			6,000			250			6,412				164			6,000			6,164
E. James Reinsch			162			6,000			250			6,412			​	324		​	6,000		​	6,324
James T. Rhodes			162			6,000			250			6,412				164			6,000			6,164
Carlos A. Saladrigas			162			6,000			250			6,412			​	164		​	6,000		​	6,164
Philip R. Sharp			162			3,500			250			3,912				54			1,458			1,512
​														​	​	​	​	​	​	​	​	​	​

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the amount of Duke Energy common stock beneficially owned by the current directors, the executive officers listed in the Summary Compensation Table under Executive Compensation (referred to as the named executive officers), and all directors and executive officers as a group as of March 3, 2014.9, 2015.

Name or Identity of Group		Total Shares Beneficially Owned(1)			Percent of Class
William Barnet, III ​	​	​	16,906​	​	​	*​	​
G. Alex Bernhardt, Sr.		​	43,01346,859		​	*
Michael G. Browning			69,11960,095			*
Harris E. DeLoach, Jr.		​	17,82021,990		​	*
Daniel R. DiMicco			27,16331,911			*
John H. Forsgren		​	10,23514,416		​	*
Lynn J. Good			65,42583,884			*
Ann M.Maynard Gray		​	37,64138,796		​	*
James H. Hance, Jr.			34,67134,618			*
John T. Herron		​	7,8799,612		​	*
James B. Hyler, Jr.			5,9129,015			*
Dhiaa M. Jamil		​	35,93331,907		​	*
William E. Kennard			5972,352			*
Marc E. Manly		​	16,56016,455		​	*
E. Marie McKee			991126			*
Richard A. Meserve		​	361		​	*
E. James Reinsch			17,01119,258			*
James T. Rhodes		​	21,99123,718			*
James E. Rogers(2)			1,087,080		​	*
Carlos A. Saladrigas			1,2841,590			*
Philip R. Sharp			12,716			*
Lloyd M. Yates		​	47,23738,004		​	*
Steven K. Young			37,59542,108			*
Directors and executive officers as a group (26)		​	1,657,913588,646		​	*
​	​	​	​	​	​	​	​

*

Represents less than 1%.

(1)

Includes the following number of shares with respect to which directors and executive officers have the right to acquire beneficial ownership within sixty days of March 3, 2014:9, 2015: Mr. Barnet—123;Bernhardt—1,799; Mr. Bernhardt—1,558;Browning—16,617; Mr. Browning—14,272;DeLoach—4,790; Mr. DeLoach—2,934;DiMicco—12,640; Mr. DiMicco—10,459; Mr. Forsgren—8,213;10,297; Ms. Good—0; Ms. Gray—432;1,027; Mr. Hance—0; Mr. Herron—0; Mr. Hyler—2,934;4,790; Mr. Jamil—0; Mr. Kennard—597;2,352; Mr. Manly—0; Ms. McKee—120;126; Dr. Meserve—0; Mr. Reinsch—8,213;10,297; Dr. Rhodes—1,364;1,596; Mr. Rogers—42,834;Saladrigas—720; Mr. Saladrigas—414; Dr. Sharp—0; Mr. Yates—6,606;1,386; Mr. Young—0; and all directors and executive officers as a group—104,246.

(2)

Provided as of the date of termination of retirement.

68,438.

Ownership of Units Representing Common Stock

The table below shows ownership of other units (not listed in the table above) related to the common stock of Duke Energy under the Directors' Savings Plan and the plans that merged into the Directors' Savings Plan at the end of 2013 (i.e., the Director Deferred

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Compensation Plan and the Stock Unit Plan). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name		Number of Units
William Barnet, III			1,104
G. Alex Bernhardt, Sr.			14,026
Michael G. Browning			25,351
Harris E. DeLoach, Jr.			25,399
Daniel R. DiMicco			1,154
John H. Forsgren			0
Ann M. Gray			1,297
James H. Hance, Jr.			0
John T. Herron			0
James B. Hyler, Jr.			9,756
William E. Kennard			0
E. Marie McKee			49,375
E. James Reinsch			0
James T. Rhodes			12,275
Carlos A. Saladrigas			25,371
Philip R. Sharp			0

The table below shows ownership of other units (not listed in the table on page 31) related to the common stock of Duke Energy under the Duke Energy Executive Savings Plan ("Executive Savings Plan"), as well as the plans that merged into the Executive Savings Plan at the end of 2013 (i.e., the Progress Energy, Inc. Management Deferred Compensation Plan; Progress Energy, Inc. Management Incentive Compensation Plan; and Progress Energy, Inc. Performance Share Sub-Plan). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name		Number of Units
​	​	​	​	​
G. Alex Bernhardt, Sr.		​	16,188
Michael G. Browning			26,394
Harris E. DeLoach, Jr.		​	26,495
Daniel R. DiMicco			1,204
John H. Forsgren		​	0
Ann Maynard Gray			2,507
James H. Hance, Jr.		​	0
John T. Herron			0
James B. Hyler, Jr.		​	10,178
William E. Kennard			0
E. Marie McKee		​	51,506
Richard A. Meserve			0
E. James Reinsch		​	0
James T. Rhodes			14,361
Carlos A. Saladrigas		​	27,908
​	​	​	​	​

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below shows ownership of other units (not listed in the table on page 32) related to the common stock of Duke Energy under the Duke Energy Executive Savings Plan ("Executive Savings Plan"). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name		Number of Units
​	​	​	​	​
Lynn J. Good		​	6366
Steven K. Young			422440
James E. Rogers Dhiaa M. Jamil		​	80,3721,659
Marc E. Manly			0
Dhiaa M. Jamil			1,593
Lloyd M. Yates		​	9,69510,092
​	​	​	​	​

The following table lists the beneficial owners of 5% or more of Duke Energy's outstanding shares of common stock as of December 31, 2013.2014. This information is based on the most recently available reports filed with the SEC and provided to us by the company listed.

Name or Identity of Beneficial Owner		Shares of Common Stock Beneficially Owned			Percentage				Shares of Common Stock Beneficially Owned			Percentage
​								​	​	​	​	​	​	​
BlackRock Inc. 40 East 52nd Street New York, NY 10022			40,598,419	(1)		5.80			​	42,745,887	(1)	​	6.00	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			35,573,649			5.03				39,345,738	(2)		5.56	%
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111									​	35,583,250	(3)	​	5.00	%
​								​	​	​	​	​	​	​

(1)

According to the Schedule 13G/A filed by BlackRock Inc., these shares are beneficially owned by BlackRock Inc., which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 33,484,75236,005,135 shares, 0 shares with shared voting power, sole dispositive power with regard to 40,598,41942,745,887 shares and 0 shares with shared dispositive power.

(2)

According to the Schedule 13G filed by The Vanguard Group, these shares are beneficially owned by The Vanguard Group which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 1,404,3531,262,923 shares, 0 shares with shared voting power, sole dispositive power with regard to 34,496,72438,198,107 shares and 1,076,9251,147,631 shares with shared dispositive power.

(3)

According to the Schedule 13G filed by State Street Corporation, these shares are beneficially owned by State Street Corporation which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 0 shares, 35,583,250 shares with shared voting power, sole dispositive power with regard to 0 shares and 35,583,250 shares with shared dispositive power.

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PROPOSAL 2:     RATIFICATION OF DELOITTE & TOUCHE LLP AS
DUKE ENERGY CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANT FOR 2014
2015

RepresentativesThe Audit Committee is directly responsible for the appointment and compensation, including the pre-approval of audit fees as described below, and the retention and oversight of the independent public accountant that audits our financial statements and our internal control over financial reporting. The Audit Committee has selected Deloitte & Touche LLP ("Deloitte") are expected to be present at the annual shareholder meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions. Information on Deloitte's fees for services rendered in 2013 and 2012 are listed below. These fees exclude accounting fees and services for Progress Energy paid prior to the Progress Energy merger.

Type of Fees		2013			2012
Audit Fees(1)		$	11,600,000		$	12,200,000
Audit-Related Fees(2)			2,150,000			2,460,000
Tax Fees(3)			520,000			875,000
All Other Fees(4)			30,000			30,000
TOTAL FEES:		$	14,300,000		$	15,565,000

(1)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the audit ofas Duke Energy's consolidated financial statements included inindependent public accountant for 2015. Deloitte has served as our independent public accountant since 1978.

Independence

The Audit Committee and the Board believe that the continued retention of Deloitte as Duke Energy's annual report on Form 10-Kindependent public accountant is in the best interests of the Company and reviewits shareholders. Deloitte's years of financial statements included inexperience with Duke Energy have allowed them to gain expertise regarding Duke Energy's quarterly reports on Form 10-Q for services that are normally provided by Deloitte in connection with statutory, regulatory or other filings or engagements or for any other service performed by Deloitte to comply with generally accepted auditing standards.

(2)

Audit-Related Fees are fees billed by Deloitte for assuranceoperations, accounting policies and related services that are reasonably related to the performance of an audit or review of Duke Energy's financial statements, including assistance with acquisitions and divestiturespractices and internal control reviews.

(3)

Tax Fees are fees billed by Deloittecontrols over financial reporting. It also prevents the significant time commitment that educating a new auditor would entail, which could also result in distraction in focus for tax return assistance and preparation, tax examination assistance, and professional services related to tax planning and tax strategy.Duke Energy management.

(4)

All Other Fees are fees billed by Deloitte for any services not included in the first three categories.

To safeguard the continued independence of the independent public accountant, the Audit Committee adopted a policy that provides that the independent public accountant is only permitted to provide services to Duke Energy and its subsidiaries that have been pre-approved by the Audit Committee. Pursuant to the policy, detailed audit services, audit-related services, tax services and certain other services have been specifically pre-approved up to certain categorical fee limits. In the event that the cost of any of these services may exceed the pre-approved limits, the Audit Committee must pre-approveapprove the service before the independent public accountant is engaged for such service. All other services that are not prohibited pursuant to the SEC's or other applicable regulatory bodies' rules or regulations must be specifically pre-approvedapproved by the Audit Committee.Committee before the independent public accountant is engaged for such service. All services performed in 20132014 and 20122013 by the independent public accountant were approved by the Duke Energy Audit Committee pursuant to its policy on Engaging the Independent Auditor for Services.

In addition to the annual review of Deloitte's independence and legacy Progress Energyin association with the mandated rotation of Deloitte's lead engagement partner, the Audit Committee pursuantis directly involved in the selection of Deloitte's new lead engagement partner.

Representatives of Deloitte are expected to their pre-approval policies.be present at the Annual Meeting of Shareholders. They will have an opportunity to make a statement and will be available to respond to appropriate questions. Information on Deloitte's fees for services rendered in 2014 and 2013 are listed below.

The Audit Fees

Type of Fees		2014			2013
​	​	​	​	​	​	​	​
Audit Fees(1)		$	12,000,000		$	11,600,000
Audit-Related Fees(2)			4,176,000			2,150,000
Tax Fees(3)		​	727,000		​	520,000
All Other Fees(4)			40,000			30,000
​	​	​	​	​	​	​	​
TOTAL FEES:		$	16,943,000		$	14,300,000
​	​	​	​	​	​	​	​

(1)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the financial statement audits, audit of Duke Energy's financial statements included in Duke Energy's Annual Report on Form 10-K and reviews of financial statements included in Duke Energy's Quarterly Reports on Form 10-Q. Audit fees also include services related to cerain regulatory and agreed upon procedures reports.

(2)

Audit-Related Fees are fees billed by Deloitte for assurance and related services that are reasonably related to the performance of an audit or review of financial statements, including assistance with acquisitions and divestitures.

(3)

Tax Fees are fees billed by Deloitte for tax return assistance and preparation, tax examination assistance and professional services related to tax planning and tax strategy.

(4)

Other Fees are billed by Deloitte for conferences, seminars, research tools, subscription services, etc.

For the Above Reasons, the Board of Directors Recommends a Vote "FOR" the Ratification of Deloitte & Touche LLP as Duke Energy Corporation's Independent Public Accountant for 2014.This Proposal.

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REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to Duke Energy's audited financial statements for the fiscal year ended December 31, 2013.2014.

The information contained in this Audit Committee Report shall not be deemed to be "soliciting material" or "filed" or "incorporated by reference" in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that Duke Energy specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The purpose of the Audit Committee is to assist the Board in its general oversight of Duke Energy's financial reporting, internal controls and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the committee and is available on our website athttp://www.duke-energy.com/www.duke -energy.com/corporate-governance/board-committee-charters/audit.asp. Further information about the Audit Committee, its Policy on Engaging the Independent Auditor for Services and its members is detailed on pages 22 and 34 of the proxy statement.

The Audit Committee has reviewed and discussed the consolidated financial statements with management and Deloitte, & Touche LLP ("Deloitte"), the Company's independent public accountant. Management is responsible for the preparation, presentation and integrity of Duke Energy's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and, evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Deloitte is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States ("GAAP"), as well as expressing an opinion on the effectiveness of internal control over financial reporting.reporting based on the criteria established in Internal Control — Integrated Framework (2013).

The Audit Committee reviewed the Company's audited financial statements with management and Deloitte, and met separately with both management and Deloitte to discuss and review those financial statements and reports prior to issuance. These discussions also addressed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management has represented, and Deloitte has confirmed, that the financial statements were prepared in accordance with GAAP.

In addition, management completed the documentation, testing and evaluation of Duke Energy's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Deloitte at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management presented to the Audit Committee on the effectiveness of the Company's internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 ("Form 10-K") filed with the SEC, as well as Deloitte's Report of Independent Registered Public Accounting Firm included in the Company's Form 10-K related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company's efforts related to its internal control over financial reporting and management's preparations for the evaluation in fiscal 2014.2015.

The Audit Committee has discussed with Deloitte the matters required to be discussed by professional and regulatory requirements, including, but not limited to, the standards of the Public Company Accounting Oversight Board regarding The Auditors' Communications with Those Charged with Governance. In addition, Deloitte has provided the Audit Committee with the written disclosures and the letter required by "Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence" that relates to Deloitte's independence from Duke Energy and its subsidiaries and the Audit Committee has discussed with Deloitte the firm's independence.

Based on its review of the consolidated financial statements and discussions with and representations from management and Deloitte referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Duke Energy's Form 10-K, for filing with the SEC.

Audit Committee
Carlos A. Saladrigas(Chair)
G. Alex Bernhardt, Sr.
Michael G. Browning
JohnJames H. ForsgrenHance, Jr.
James B. Hyler, Jr.
James T. RhodesE. Marie McKee

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PROPOSAL 3:     ADVISORY VOTE TO APPROVE DUKE ENERGY
CORPORATION'S NAMED EXECUTIVE OFFICER
COMPENSATION

At the 2011 Annual Shareholder Meeting of Shareholders, our shareholders recommended that our Board of Directors hold say-on-pay votes on an annual basis. As a result, we are providing our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

In connection with this proposal, the Board of Directors encourages shareholders to review in detail the description of the compensation program for our named executive officers that is set forth in the Compensation Discussion and Analysis beginning on page 36,37, as well as the information contained in the compensation tables and narrative discussion in this proxy statement.

As described in more detail in the Compensation Discussion and Analysis section, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined measures of success. A significant portion of our named executive officers' total direct compensation is directly contingent upon achieving specific results that are important to our long-term success and growth in shareholder value. We supplement our pay-for-performance program with a number of compensation policies that are aligned with the long-term interests of Duke Energy and its shareholders.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as disclosed in this proxy statement by voting "FOR" the following resolution:

"RESOLVED, that the shareholders of Duke Energy approve, on an advisory basis, the compensation paid to Duke Energy's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in Duke Energy's 2014 proxy statement.2015 Proxy Statement."

Because your vote is advisory, it will not be binding on the Board of Directors, the Compensation Committee or Duke Energy. The Compensation Committee, however, will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.

TheFor the Above Reasons, the Board of Directors Recommends a Vote "FOR" the Approval of the Compensation of Our Named Executive Officers as Disclosed in this Proxy Statement.This Proposal.

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REPORT OF THE COMPENSATION COMMITTEE

The purpose of the Compensation Committee is to assist the Board in its general oversight of the Company's compensation programs and compensation of the Company's executives. The Compensation Committee Charter describes in greater detail the full responsibilities of the committee and is available on our website atwww.duke-energy.com/corporate-governance/board-committee-charters/compensation.asp.

The Compensation Committee of Duke Energy has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and Duke Energy's Form 10-K for the year ended December 31, 2013.statement.

Compensation Committee

E. Marie McKee(Chair)
Daniel R. DiMicco
Ann M.Maynard Gray
James H. Hance, Jr.
Carlos A. Saladrigas

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis is to provide information about Duke Energy's compensation objectives and policies for our named executive officers. Our named executive officers for 2013 include:2014 are:

Name		Title
			​	​	​
Lynn J. Good(1)		Vice Chairman, President and Chief Executive Officer
Steven K. Young(2)		Executive Vice President and Chief Financial Officer
James E. RogersDhiaa M. Jamil(1)		Former Chairman,Executive Vice President and Chief Executive OfficerPresident, Regulated Generation
Marc E. Manly		Executive Vice President and President, Commercial BusinessesPortfolio
DhiaaLloyd M. JamilYates(2)		Executive Vice President, Market Solutions and President, Duke Energy NuclearCarolinas Region
Lloyd M. Yates​	​	Executive Vice President, Regulated Utilities
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(1)

Ms. Good

Mr. Jamil served as Executive Vice President and Chief Financial OfficerPresident, Duke Energy Nuclear until her promotionthe realignment described below, effective JulyAugust 1, 2013.

2014.

(2)

Mr. YoungYates served as Executive Vice President, Controller and Chief Accounting OfficerRegulated Utilities until his promotionthe realignment described below, effective August 6, 2013.1, 2014.

Executive Summary

Executive Summary

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Objectives of the Compensation Program

Our executive compensation program is designed to achieve the objectives set forth below:

Objective		Description
			​	​	​
Pay-for-Performance		We emphasize performance-based compensation, which motivates executives and key employees to achieve strong financial, operational and individual performance in a manner that balances short-term and long-term results.
Attract and Retain Talented Leadership		We attempt to attract and retain talented executive officers and key employees by providing total compensation competitive with that of other executives and key employees of similarly sized companies and with similar complexity, whether within or outside of the utility sector.
Align Interests of Executives with Shareholders		We encourage a long-term commitment to Duke Energy and align the interests of executives with shareholders, by providing a significant portion of total compensation in the form of stock-based incentives and requiring target levels of stock ownership.
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Pay-for-Performance Program

The guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results, as compared to predetermined measures of success.

As described below, the variable and equity-based components of our compensation program are the short-term incentives ("STI") and long-term incentives ("LTI"). Our STI opportunities are provided under an annual cash bonus plan, the payout of which is dependent on corporate, operational and individual performance. Our LTI opportunities are provided through a three-year equity

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COMPENSATION DISCUSSION AND ANALYSIS

based compensation plan (i.e.i.e., restricted stock units and performance shares), and the payout of whichthe performance shares is also dependent on corporate performance.

As a result, a significant portion of our named executive officers' total direct compensation –— which consists of base salary as well as target STI and LTI opportunities –— is directly contingent on achieving specific results that are importantkey to our long-term success and growth in shareholder value. For example, approximately 85% of the total direct compensation opportunity (assuming target performance) for Ms. Good and

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COMPENSATION DISCUSSION AND ANALYSIS

approximately 73%75% of the total direct compensation opportunity (assuming target performance) for our other named executive officers other than Mr. Rogers, was provided, as of December 31, 2013,2014, in the form of STI and LTI.

Performance is measured on multiple metrics, including adjusted diluted earnings per share, operation and maintenance expense, reliability, safety, total shareholder return, and return on equity, to provide a balanced mix of incentives and reduce the risk of relying on a single metric.

The actual amount of compensation received by the named executive officers in connection with STI and LTI opportunities varies based on our stock price and the extent to which predetermined corporate, operational and individual goals are achieved. The following charts illustrate the components of the target total direct compensation opportunities provided to our named executive officers.

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COMPENSATION DISCUSSION AND ANALYSIS

Align Interests of Named Executive Officers and Shareholders

We supplement our pay-for-performance program with a number of compensation policies intended to align the interests of management and our shareholders. Following are key features of our executive compensation program.program:

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			AT DUKE ENERGY WE...								AT DUKE ENERGY WE DO NOT...
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		Tie a high ratio of the pay of our other executives to corporate and individual performance. ApproximatelyAs described above, between 75% and 85% of the total direct compensation opportunity (assuming target performance) for Ms. Good, and approximately 73% of the total direct compensation opportunity (assuming target performance) for our other named executive officers other than Mr. Rogers, was provided in the form of STI and LTI as of December 31, 2013.2014.				Provide employment agreements to a broad group.Golden Parachute Tax Gross-Ups. ExceptWe do not provide excise tax gross-ups for severance received by our Chiefnamed executive officers under the Change in Control Agreements or under the Duke Energy Corporation Executive Officer, no other executives are provided a comprehensive employment agreement (unless assumed in connection with the acquisition of another company)Severance Plan ("Executive Severance Plan").
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		Require significant stock ownership. We maintain aggressive guidelines to reinforce the importance of Duke Energy stock ownership. This is intended to align the interests of executives and shareholders and to focus the executives on our long-term success. Under these guidelines, each named executive officer must own Duke Energy shares in accordance with the following schedule:				Permit hedging or pledging of Duke Energy securities. We have a policy that prohibits employees (including the named executive officers) from trading in options, warrants, puts and calls or similar instruments in connection with Duke Energy securities, or selling Duke Energy securities "short." In addition, we prohibit the pledging of Duke Energy securities in margin accounts.

Leadership Position		Value of Shares
			​	​	​
Chief Executive Officer		5x Base Salary
Other Named Executive Officers		3x Base Salary
Non-Employee Directors​	​	5x Annual Cash Retainer
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		Maintain a stock holding policy. Each named executive officer is required to hold 50% of all shares acquired under the LTI program (after the payment of any applicable taxes) and 100% of all shares acquired upon the exercise of stock options (after payment of the exercise price and taxes) until the applicable stock ownership requirement is satisfied. Each of our named executive officers and directors was in compliance with the stock ownership/stock holding policy during 2013. 2014.				Provide severance benefits upon a change in control. Our Change in Control Agreements provide cash severance only upon a "double trigger," meaning that change in control severance benefits areis payable only if our named executive officers incur a qualifying termination of employment (i.e.i.e., an involuntary termination without "cause" or a voluntary termination for "good reason" or an involuntary termination without "cause") and the termination occurs in connection with a change in control of Duke Energy.
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		Tie incentive compensation to a clawback policy. We maintain a "clawback policy," which would allow us to recover (i) certain cash or equity-based incentive compensation based on financial results in the event those results were restated due at least partiallyin part to the recipient's fraud or misconduct or (ii) an inadvertent payment based on an incorrect calculation.				Provide Golden Parachute Tax Gross-Ups.employment agreements to a broad group. We do not provide excise tax gross-upsExcept for severance benefits received by our current Duke Energy named executive officers under the Change in Control Agreements or under the Duke Energy CorporationChief Executive Severance Plan ("Executive Severance Plan"). However, asOfficer, no other executives are provided a result of the Progress Energy merger, we assumed a change in control severance plan (i.e., the Progress Energy, Inc. Management Change-In-Control Plan) that provides golden parachute tax gross-up payments under certain circumstances, until the plan expires pursuant to its terms on July 2, 2014. This tax-gross up provision was adopted by Progress Energy prior to its merger with Duke Energy.comprehensive employment agreement.
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AT DUKE ENERGY WE...				AT DUKE ENERGY WE DO NOT...
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		Provide a consistent level of severance benefits.severance. We maintain an Executive Severance Plan in order to provide a consistent approach to executive severance and to provide eligible employees, including our named executive officers (excluding Ms. Good, who is provided with severance protectioncompensation through her employment agreement, and Mr. Yates)agreement), with certainty and security while they are focusing on their duties and responsibilities. Under this plan, severance benefits arecompensation is payable only if our named executive officers incurupon a qualifying termination of employment (i.e.i.e., an involuntary termination without "cause" or a voluntary termination for "good reason" or an involuntary termination without "cause").				Encourage excessive or inappropriate risk-taking through our compensation program. Our plans focus on aligning Duke Energy's compensation policies with the long-term interests of Duke Energy and avoid rewards that could create unnecessary risks to the Company, as evidenced by the policies described on page 50.49.
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		Maintain a shareholder approval policy for severance agreements. We have a policy generally to seek shareholder approval for any future agreements with our named executive officers that provide severance benefitscompensation in excess of 2.99 times the executive's annual compensation or that provide for tax gross-ups in connection with a termination event.				Provide excessive perquisites. Our perquisites program is limited to an executive physical, an airline membership club to facilitate travel, limited personal use of corporate aircraft (subject to the requirement that the executive reimburse Duke Energy for the direct operating costs for such travel), financial planning and matching charitable contributions. See page 4847 for additional details.
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AT DUKE ENERGY WE...				AT DUKE ENERGY WE DO NOT...
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		Comply with equity award granting policy. In recognition of the importance of adhering to specific practices and procedures in the granting of equity awards, the Compensation Committee has adopted a policy that applies to the granting of equity awards for employees and directors.awards. Under this policy, annual grants to employees may be made at any regularly scheduled meeting, provided that reasonable efforts will be made to make such grants at the first regularly scheduled meeting of each calendar year, and annual grants to independent directors may be made by the Board of Directors at any regularly scheduled meeting, provided that reasonable efforts will be made to make such grants at the regularly scheduled meeting that is held in conjunction with the annual shareholder meeting each year.
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		Use an independent compensation consultant. The Compensation Committee has engaged Frederic W. Cook & Company, Inc. to report directly to the Compensation Committee as its independent compensation consultant. The consultant has been instructed that it is to provide completely independent advice to the Compensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation Committee.
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Named Executive Officer Transitions

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Realignment of Organization and Senior Roles

Effective JulyAugust 1, 2013, Ms. Good, formerly our Executive Vice President and Chief Financial Officer, was appointed as President and Chief Executive Officer and was elected as a member of our Board of Directors and became our Vice Chairman. Ms. Good succeeds Mr. Rogers, who retired as President and Chief Executive Officer, effective July 1, 2013, and who stepped down as Chairman (and a member) of the Board of Directors at the end of 2013.

In connection with her promotion, Ms. Good received an increase in her annual base salary from $675,000 to $1,200,000, an increase in her STI opportunity from 80% to 125% of her annual base salary and an increase in her LTI opportunity from 200% to 450% of her annual base salary. These increases were effective only for the second half of 2013. Additionally, Ms. Good received a one-time promotion grant (70% of which was provided in performance shares and the remainder of which was provided in restricted stock units) under the 2013 Long-Term Incentive Plan valued at $2,025,000, which represented the difference between her prior LTI opportunity and her new opportunity for the portion of 2013 that followed her promotion. These adjustments were approved by2014, the Compensation Committee approved adjustments to the compensation of Messrs. Young, Jamil and Yates, in connection with the independent membersrestructuring of their respective roles and responsibilities. These organizational changes were made in order to support Duke Energy's long-term strategic focus. As part of the Boardrestructuring, the responsibilities for the regulated operations of Directors, after consulting with the Compensation Committee's independentDuke Energy were allocated between two executive officers as described below. These changes and their related compensation consultant regarding reasonable ranges of total compensation, given Ms. Good's experience and new role and responsibilities with Duke Energy. Ms. Good is also covered by an employment agreement, which is described in more detail on page 62.

Effective August 6, 2013, Mr. Young, formerly our Chief Accounting Officer and Controller, was appointedadjustments are summarized as Executive Vice President and Chief Financial Officer. In connection with hisfollows:

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COMPENSATION DISCUSSION AND ANALYSIS

promotion, Mr. Young received an increase in his annual base salary from $333,952$525,000 to $525,000,$550,000 and an increase in his STI opportunity from 50%70% to 70%80%, each effective August 1, 2014, as well as an increase in his future LTI opportunity from 150% to 225%, effective January 1, 2015. These increases were made in recognition of Mr. Young's performance in his new role, as well as for internal pay equity purposes.

•

Mr. Jamil became Executive Vice President and President, Regulation Generation. In this role, Mr. Jamil is responsible for all power generation in the regulated utilities, including nuclear generation; environmental, health and safety; and fuels and system optimization. He continues to be responsible for project management and construction; and coal ash management. Mr. Jamil received an increase in his future LTI opportunity from 200% to 250% in recognition of his increased responsibilities. This increase was approved in two equal parts of 25% each, the first half in July 2014 and the second half in February 2015, and was first effective for stock grants approved in 2015.

•

Mr. Yates became Executive Vice President, Market Solutions and President, Carolinas Region. In this role, Mr. Yates is responsible for the regulated operations, including electric distribution, in Duke Energy's North Carolina and South Carolina jurisdictions. He continues to lead the advancement of Duke Energy's enterprise strategy for distributed energy resources and adds responsibility for enterprise customer solutions and delivery. In connection with this expansion of responsibilities, Mr. Yates received an increase in his annual base salary from $565,000 to $615,000, effective August 1, 2014, and an increase in his future LTI opportunity from 100%200% to 150% of his annual base salary. These adjustments were approved by the Compensation Committee, after consulting with the Compensation Committee's independent compensation consultant regarding reasonable ranges of total compensation, given Mr. Young's experience and new role and responsibilities with Duke Energy.

Peer Groups

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Competitive Compensation Practices

One of our core compensation objectives is to attract and retain talented executive officers through total compensation that generally is competitive with that of other executives and key employees of similarly sized companies and with similar complexity, whether within or outside of the utility sector. As a result, in setting 2013 compensation levels, the Compensation Committee reviewed market surveys showing each element of total compensation against comparable positions at comparable companies. For utility-specific positions, the market data sources were: (i) the Towers Watson CDB Energy Services Executive Compensation Database, which consists of the 93 companies listed on Appendix A and (ii) the Philadelphia Utility Index. For general corporate positions, the market data sources also included the Towers Watson CDB General Industry Executive Compensation Database, which consists of the 94 companies with revenues greater than $12 billion, as listed on Appendix B.

The Compensation Committee also developed a customized peer group in 2013 for review of executive compensation levels and plan design practices. The peer group generally consists of similarly sized companies from the utility and general industry sectors that, as of the establishment of the peer group, had revenue and market capitalization between $12 billion–$72 billion and $20 billion–$100 billion, respectively, with the general industry companies also having satisfied at least one of the following characteristics: (i) operates in capital-intensive industry; (ii) operates in a highly regulated industry; (iii) has significant manufacturing operations; or (iv) has more than 50% of its revenue in the United States. The customized combined peer group consists of:

225%, effective January 1, 2015.

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Compensation Peer Group
3M		Dominion Resources		FedEx		Monsanto
American Electric Power		Dow Chemical		FirstEnergy		NextEra Energy
CenturyLink		DuPont		General Dynamics		PG&E Corp.
Colgate-Palmolive		Eaton		International Paper		Southern
Consolidated Edison		Edison International		Lockheed Martin		UPS
Deere & Co.		Exelon		Medtronic
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The Compensation Committee reviewed data for this customized peer group when establishing the compensation of Ms. Good upon her promotion to Chief Executive Officer, effective July 1, 2013, and the compensation of Mr. Young upon his promotion to Chief Financial Officer, effective August 6, 2013.

At least once a year, the Compensation Committee reviews tally sheets for each named executive officer, which include a summary of compensation paid in prior years, compensation for the current year, the valuation (at various assumed stock prices) of all outstanding equity awards and a summary of amounts payable upon a termination of employment under various circumstances. This information allows the Compensation Committee to evaluate the total compensation package for each named executive officer, as well as adjustments to specific elements of the total direct compensation package. After reviewing this information: (i) the Compensation Committee was able to confirm that the 2013 target total direct compensation for the named executive officers generally was within the competitive range of the market data and (ii) the Committee is able to better understand the relationship of various components of the total compensation program to each other.

Elements of Duke Energy's Compensation Program

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As discussed in more detail below, during 2013, the principal components of compensation for the named executive officers were: base salary; short-term incentive compensation; long-term equity incentive compensation; retirement and welfare benefits and perquisites.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Duke Energy's Compensation Program

As discussed in more detail below, during 2014, the principal components of compensation for the named executive officers were: base salary; STI compensation; LTI compensation; retirement and welfare benefits and perquisites.

Following is a summary of each principal compensation component provided to the Duke Energy named executive officers during 2013.2014.

Base Salary.Salary The salary for each executive is based upon job responsibilities, level of experience, individual performance, comparisons to the salaries of executives in similar positions obtained from market surveys and internal comparisons. In light of these factors, in February 2013, the Compensation Committee increasedEffective August 2014, the base salaries of Ms. Good and Messrs. Young Jamil and Yates by approximately 8%, 3%, 18% and 10%, respectively. Additionally, Ms. Good and Mr. Young received base salary increaseswere increased in connection with their respective promotions aslight of the realignment described above. Mr. Rogers was paid substantially in the form of equity-based compensation and did not receive a base salary in 2013.

Short-Term Incentive Compensation.Compensation STI opportunities are provided to our named executive officers other than Mr. Rogers, under the Duke Energy Corporation Executive Short-Term Incentive Plan ("STI Plan") to promote the achievement of annual performance objectives.

Each year, the Compensation Committee establishes the incentive opportunity for each participating named executive officer, which is based on a percentage of his or her base salary, along with the corporate, operational and individual goals that are critical to Duke Energy's success and that must be achieved to earn that incentive opportunity. Unless deferred, the earned STI opportunity is paid in cash. Aside from the increasesincrease in target annual incentive award opportunitiesopportunity for Ms. Good and Mr. Young (from 70% to 80%) as discussed above, no changes were made to the target annual incentive award opportunities of the named executive officers in 2013,2014, each of which is listed below.

Name		Target Incentive Opportunity (as a % of base salary)
			​	​	​
Lynn J. Good		125%
Steven K. Young		70%80%
Dhiaa M. Jamil		80%
Marc E. Manly		80%
Dhiaa M. Jamil		80%
Lloyd M. Yates		80%
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Corporate Objectives.During 2013,2014, depending on actual performance, participating named executive officers were eligible to earn up to 183.75%* of the amount of their STI target opportunity. ThisThe Compensation Committee established objectives under the STI Plan in February 2014, with the STI target opportunity was based on severalallocated between (a) corporate objectives, including Duke Energy'sthe Company's achievement of an adjusted diluted earnings per share ("EPS") goal, an operations and maintenance ("O&M") expense control goal and a reliability goal alland (b) individual objectives. In order to emphasize the importance of which had an aggregate weighting of 80%.

Thethe EPS objective, the Compensation Committee established a circuit-breaker providing that if an adjusted diluted EPS performance level of at least $4.09 was not achieved, the targetsnamed executive officers would not have received any payout under the 2014 STI Plan. The rationale for each goal in February 2013. of these objectives is as follows:

Objectives		Weight		Rationale for Objective
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Corporate Objectives		80%		​
(a) Adjusted Diluted EPS		50%		Represents a widely accepted and easily understood measure that is a key measure used in evaluating the success of our performance and in determining the market value of our common stock, and is the basis upon which we communicate forward looking financial information to the investment community.
(b) O&M Expense Control		20%		Provides an incentive for achieving operational efficiencies.
(c) Reliability		10%		Motivates our executive officers toward achieving operational excellence that is valued by our customers and that is in alignment with our strategic business goals.
Individual Objectives		20%		Motivates our executive officers to advance the strategic objectives of Duke Energy. Each individual's objectives are based on his or her role supporting Duke Energy's strategic plan.
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*

Based on a potential maximum payout of 200% for the EPS objective, a 150% potential maximum payout for the O&M, reliability and individual objectives, and a potential 5% safety adder.

Corporate Objectives

The 20132014 corporate goals (EPS, O&M expense control and reliability), which werethe Compensation Committee selected to promote management actions beneficial to Duke Energy's various stakeholders, including investorscustomers and customers,investors, as well as the actual performance results, were as follows:

Goal(1)		Weight			Threshold (50%)			Target (100%)			Maximum(2)			Result			Payout				Weight			Threshold (50%)			Target (100%)			Maximum(2)			Result			Payout
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Adjusted Diluted EPS(3)			50	%	$	4.02		$	4.32		$	4.62		$	4.35			110	%		​	50	%	$	4.24		$	4.54		$	4.84		$	4.41		​	78.33	%
O&M Expense Control			20	%	$	5.405B		$	5.300B		$	5.195B		$	5.331B			85.3	%			20	%	$	5.415B		$	5.310B		$	5.205B		$	5.515B			0	%
Reliability(4)			10	%																	​	10	%	​	​		​	​		​	​		​	​		​	​
Regulated Generation Commercial Availability						87.06	%		87.92	%		88.65	%		85.68	%		0	%						85.52	%		86.53	%		87.28	%		85.91	%		69.3	%
Nuclear Generation Capacity Factor						91.00	%		93.25	%		95.50	%		92.81	%		90.2	%		​	​		​	91.25	%	​	93.30	%	​	95.35	%	​	93.18	%	​	97.1	%
System Average Interruption Frequency Index (SAIFI)						1.30			1.19			1.08			1.14			122.7	%						1.26			1.15			1.04			1.13			109.1	%
System Average Interruption Duration Index (SAIDI)						143			130			117			121			134.6	%		​	​		​	139		​	126		​	113		​	123		​	111.5	%
Commercial Availability (Midwest and Renewables Yield)						90.35	%		92.63	%		94.77	%		91.90	%		84	%						89.90	%		92.00	%		94.00	%		88.86	%		0	%
International Equivalent Availability						90.40	%		92.40	%		94.40	%		92.52	%		103	%		​	​		​	87.56	%	​	89.56	%	​	91.56	%	​	90.18	%	​	115.5	%
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(1)

For additional information about the calculation of the EPS and O&M expense control measures,goals, see page 51.

50.

(2)

A payout of up to 200% of the target opportunity is available for the adjusted diluted EPS goal and a payout of up to 150% of the target opportunity is available for the O&M and reliability goals.

(3)

If an adjusted diluted EPS performance level of at least $3.87$4.09 was not achieved, the participating named executive officers would not have received a payout under the 20132014 STI Plan. The Compensation Committee adjusted the EPS performance levels (threshold, target and maximum), and the $3.87 minimum level, up by $0.02 to reflect earnings associated with assets that were not divested as of the date assumed in the 2013 business plan.

(4)

The reliability goals are calculated as described below. Each reliability goal contains a weighting of one-sixth of the aggregate weighting of 10%.

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COMPENSATION DISCUSSION AND ANALYSIS

Reduction of STI Payouts to Reflect Settlement and Expenses in Connection With Dan River

On February 2, 2014, a stormwater pipe under a coal ash basin at the retired Dan River Steam Station broke, releasing ash into the Dan River in Rockingham County, N.C. Duke Energy incurred various expenses in connection with the Dan River coal ash spill and ash basin operations at other North Carolina coal plants. In order to hold the senior leaders of Duke Energy accountable for its financial and operational performance, these expenses were factored into the calculation of the EPS and O&M performance measures to reduce payouts as follows.

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Duke Energy incurred approximately $90 million for consulting, engineering, legal and other costs, including approximately $20 million for Dan River-specific cleanup costs. Pursuant to the terms of the 2014 STI plan, these incremental costs reduced the payouts for the EPS and O&M performance measures for all participants, including the named executive officers.

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On February 20, 2015, Duke Energy entered into a proposed agreement with the U.S. government that, if approved by the U.S. District Court for the Eastern District of North Carolina, would close a federal grand jury investigation related to the Dan River coal ash spill and ash basin operations at other North Carolina coal plants. If approved, Duke Energy's subsidiaries will pay approximately $102 million in fines, restitution, community service and mitigation. The Compensation Committee exercised discretion to take this $102 million expense into account to reduce the EPS and O&M performance measure payouts for certain senior executives, including the named executive officers.

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As a result of the inclusion of the $90 million of incremental costs and $102 million cost of the proposed settlement in the calculation of the payouts for the named executive officers due to the Dan River incident and related costs, the EPS payout was reduced from 120% to 78.33% of target and the O&M payout was reduced from 93% to 0% of target. As a result, the aggregate STI payouts for the named executive officers were reduced by approximately 35%.

Reliability Metrics		Description
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Regulated Generation Commercial Availability		A measure of regulated fossil generation reliability, determined as the weighted percentage of time the regulated fossil generation units are available to generate electricity, where the availability each hour is weighted by the difference between market price and unit cost.
Nuclear Generation Capacity Factor		A measure of the amount of electricity produced by a nuclear generating unit relative to the amount of electricity the unit is capable of producing.
System Average Interruption Frequency Index (SAIFI)		A measure of the number of sustained outages (greater than five minutes in duration) experienced during the year per customer served from both transmission and distribution systems calculated in accordance with the applicable guidelines set forth in the IEEE Standard 1366-Guide for Electric Power Distribution Reliability Indices, including application of the "major event day" exclusions described therein.
System Average Interruption Duration Index (SAIDI)		A measure of the number of outage minutes experienced during the year per customer served from both distributiontransmission and transmissiondistribution systems calculated in accordance with the applicable guidelines set forth in the IEEE Standard 1366-Guide for Electric Power Distribution Reliability Indices, including application of the "major event day" exclusions described therein.
Commercial Availability (Midwest and Renewables Yield)		A composite measure of (i) non-regulatednonregulated fossil generation reliability, determined as the weighted percentage of time the non-regulatednonregulated fossil generation units are available to generate electricity, where the availability of each hour is weighted by the difference between market price and unit cost and (ii) a renewables energy yield metric, determined by comparing actual generation to expected generation, based on wind speed at the turbines and solar intensity.
International Equivalent Availability		A measure of the amount of electricity that potentially could be produced by an international generating unit relative to the amount of electricity the unit is actually producing.
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Individual Objectives

COMPENSATION DISCUSSION AND ANALYSIS

Individual Objectives.The remaining 20% of each participating named executive officer's 20132014 opportunity under the STI Plan was based on individual objectives. The individual goals, in the aggregate, could result in a payout with respect to the target opportunity equal to 50% in the event of threshold performance, 100% in the event of target performance and 150% in the event of maximum performance. As described

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COMPENSATION DISCUSSION AND ANALYSIS

below, the individual goals for each participating named executive officer consisted of a combination of strategic and operational objectives, which were measured based on a subjective determination.

Ms. Good's individual goals for the portion of 2013 (July 1, 2013 – December 31, 2013) during which she served as Chief Executive Officer were as follows:

GoalLynn J. Good Goals		Weight		Description
Transition Plan​	​	​	10%​		Develop and implement an effective transition plan while maintaining a focus on results for 2013.​
RegulatoryLeadership Initiatives for Strategic Priorities			10%		Provide effective leadership and direction with respect to strategic priorities as well as key regulatory initiatives.
Leadership Alignment and Employee Engagement		10%		Strengthen leadership alignment and employee engagement.
​	​	​	​	​

Ms. Good's individual goals for the portion of 2013 (January 1, 2013 – June 30, 2013) during which she served as Chief Financial Officer were as follows:

GoalSteven K. Young Goals		Weight		Description
						​	​	​	​	​
RegulatoryFinancial Plan and Strategic Initiatives			10%		Provide effective leadershipDevelop and monitor Duke Energy's financial plans and strategic direction with respect to regulatory initiatives.
Merger IntegrationCommunications Initiatives			10%5%		Deliver on the synergies related to the merger through integration efforts, as well as identification of additional, sustainable savings or operational performance enhancements.Develop and implement communication plans for employees, analyst community and investors.
Performance Review Process		5%		Co-lead effort to develop and implement an ongoing performance review process for Duke Energy that looks at strategic, operational and financial plans for both short and long-term horizons.
​	​	​	​	​

Mr. Young's 2013 individual goals for the portion of 2013 (August 6, 2013 – December 31, 2013) during which he served as Chief Financial Officer were as follows:

GoalDhiaa M. Jamil Goals		Weight		Description
						​	​	​	​	​
Transition PlanNuclear Generation			10%		DevelopImprove safety, reliability and implementcost efficiency (including a transition plan into CFO role.focus on fleet governance and alignment) of nuclear generation.
Regulatory InitiativesCost Management			5%		Provide effective leadership and strategic direction with respect to regulatoryImplement excellence in cost management initiatives.
Merger IntegrationProject Management			5%		DeliverAchieve predictable results on the synergies related to the mergermajor projects through integration efforts, as well as identificationimplementation of additional, sustainable savings or operational performance enhancements.Project Management Center of Excellence Principles.
​	​	​	​	​

Mr. Young's individual goals for the portion of 2013 (January 1, 2013 – August 5, 2013) during which he served as Chief Accounting Officer and Controller were as follows:

GoalMarc E. Manly Goals		Weight		Description
Merger Integration​	​	​	5%​		Successfully achieve the 2013 merger integration plan.
Financial Support			5%		Provide financial support to operational and commercial functions.
Regulatory Support			5%		Provide support for the retail rate cases, settlements and related regulatory filings planned for 2013.
Employee Development			5%		Develop and implement an employee engagement and development program.

Mr. Manly's 2013 individual goals were as follows:

Goal		Weight			Description
Commercial Business			8%		Confirm the business mix proportion for Duke Energy and the strategic direction of commercial businesses.​
Leadership Initiatives			8%10%		Successfully lead Commercial Business team to execute on earnings commitments, growth and capital rotation opportunities.
Employee DevelopmentCommercial Business		5%	4%	Review the strategic contributions of the Commercial Businesses to the Duke Energy enterprise.
Sales Process Maximization		5%		Lead the sales process for Midwest Commercial Business teamGeneration to build competitive advantage by strengthening employee development and engagement.maximize value.
​	​	​	​	​

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Mr. Jamil's 2013 individual goals were as follows:

GoalLloyd M. Yates Goals		Weight		Description
Nuclear Generation​	​	​	5%​		Improve safety, reliability and cost-efficiency (including a focus on fleet governance and alignment) of nuclear generation.
Merger Integration			5%		Implement the 2013 planned IT projects and functional area merger savings initiatives.
Project Management			5%		Implement Project Management Center of Excellence Principles across the enterprise.
Crystal River 3			5%		Resolve uncertainty around Crystal River 3 and successfully manage the outcome of the decommission or repair decision and the mediation versus arbitration decision.

Mr. Yates' 2013 individual goals were as follows:

Goal		Weight			Description
Financial Objectives			5%		Deliver on 2013 Regulated Utilities financial objectives (net income and capital).​
Regulatory Initiatives			5%10%		Enhance relationships, trustProvide effective leadership and transparency with statedirection on strategic priorities and federal regulators and legislators to facilitate constructive public policy and financial results.regulatory initiatives.
CollaborationLeadership Alignment and Employee Engagement			5%10%		Collaborate with functional leaders to achieve Regulated UtilityStrengthen leadership alignment and enterprise objectives with emphasis on operational efficiency and effectiveness.employee engagement.
Integration​	​	​	5%​		Achieve integration initiatives to promote and collaborate across business units delivering on utility merger synergies and initiatives.
​

In light of the restructuring described above, effective August 1, 2014, the individual objectives under the STI Plan for Messrs. Jamil and Yates were modified to provide the Chief Executive Officer with discretion in determining each applicable executive officer's performance relative to his individual objectives based on each applicable executive officer's efforts to manage a successful transition of prior responsibilities and performance with respect to the executive officer's new role.

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Safety Component.Component

In order to encourage a continued focus on safety, the Compensation Committee included the following safety measures in the 20132014 STI Plan:

•

Safety Penalty.  The STI Plan payments for each of the participating named executive officers were subject to a safety penalty of 5% depending on Duke Energy's 2013 enterprise-wide serious injuries and fatalities ("SIF") rate. In February, 2013,2014 the Compensation Committee established a SIF rate goal of 1.26. Duke Energy's SIF rate31. There were 19 SIFs in 2013 was 0.74, which was better than the SIF goal such that2014 and thus the safety penalty was not triggered and did not decrease the 20132014 STI Plan awards.

•

Safety Adder.  The STI Plan payments of the participating named executive officers were also eligible for a safety adder that could result in an increase of 5% if (i) there were no work-related fatalities of any Duke Energy employee, contractor or subcontractor during 2013.2014 and (ii) there were 19 or fewer SIFs during 2014. Because work-related fatalities occurred during 2013,2014, the 5% safety adder didwas not result in a 5% increase to the payments of eligible employees, including the participating named executive officers.achieved.

Payouts. Payouts

As a result of the aggregate corporate, operational and individual performance, each participating named executive officer earned bonusesofficer's aggregate payout under the 20132014 STI Plan was equal to:

Name		Payout				Payout
​					​	​	​	​	​
Lynn J. Good		$	1,103,411			$	1,126,215		​
Steven K. Young		$	265,840			$	292,495
Dhiaa M. Jamil						$	387,634		​
Marc E. Manly		$	494,256			$	326,616
Dhiaa M. Jamil		$	528,048
Lloyd M. Yates		$	497,126			$	339,994		​
​					​	​	​	​	​

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Long-Term Incentive Compensation

Opportunities under the LTI program are provided to our named executive officers to align executive and shareholder interests in an effort to maximize shareholder value. In this regard, each year the Compensation Committee reconsiders the design and amount of the LTI awards and generally grants equity awards at the Compensation Committee's first regularly scheduled meeting each year.meeting. Duke Energy's executive officers do not have a role in selecting the date on which LTI awards are granted. Because the closing price of Duke Energy's common stock is a key factor in determining the number of shares in each employee's LTI award, the Compensation Committee considers volatility when determining the size of LTI plan awards.

2011-2013 2012-2014 Performance Shares under the Duke Energy 20112012 LTI Program.Program

The 20112012 performance share cycle commenced on January 1, 2011,2012, and ended on December 31, 2013.2014. The performance shares generally vest only to the extent two equally weighted performance measures were satisfied. The first measure was based on Duke Energy's relative total shareholder return ("TSR")TSR for the three-year period from January 1, 20112012, to December 31, 2013,2014, as compared to the companies in the Philadelphia Utility Index, as follows:

Relative TSR Performance Percentile		Percent Payout of Target 2011-2013 Performance Shares			Result			Payout of Target					Percent Payout of Target 2012-2014 Performance Shares			Result			Payout of Target
​												​	​	​	​	​	​	​	​	​	​	​
75th or Higher			150	%		70.6th			141.2	%			​	150	%	​	44.4th		​	88.9	%
50th (Target)			100	%										100	%
25th			50	%									​	50	%	​	​		​	​
Below 25th			0	%										0	%
​												​	​	​	​	​	​	​	​	​	​	​

For purposes of the LTI program, TSR is calculated based on the change, expressed as a percentage, in the fair market value of an initial investment in common stock, over a specified period, with dividends reinvested.

The second measure was based on Duke Energy's adjusted return on equity ("ROE") for the three-year period from January 1, 20112012, to December 31, 2013,2014, as follows:

Adjusted Achieved ROE		Percent Payout of Target 2011-2013 Performance Shares			Result			Payout of Target
10.25% or Higher			150	%		11.3	%		150	%
9.75% or Higher (Target)			100	%
9.25%			50	%
Below 9.25%			0	%

Adjusted Achieved ROE		Percent Payout of Target 2012-2014 Performance Shares			Result			Payout of Target
​	​	​	​	​	​	​	​	​	​	​	​
10.6% or Higher		​	150	%	​	12.4	%	​	150	%
10.0% (Target)			100	%
9.4%		​	50	%	​	​		​	​
Below 9.4%			0	%
​	​	​	​	​	​	​	​	​	​	​	​

The 2012 LTI program incorporated the adjusted ROE performance measure in recognition of the capital intensive nature of Duke Energy's business. The Compensation Committee believes that this performance measure provided an additional incentive to efficiently and effectively allocate capital and measure overall business performance. For additional information about the calculation of the ROE measure, see page 51.50.

In the aggregate, this performance corresponds to a payout of 145.6%119.45% of the target number of 2011-20132012-2014 performance shares, plus dividend equivalents earned during the 2011-20132012-2014 performance period. The following table lists the number of 2011-20132012-2014 performance shares to which our named executive officers (other than Mr. Rogers) became vested at the end of the performance cycle:

Name		2011-20132012-2014 Performance Shares
					​	​	​	​	​
Lynn J. Good		​	22,67616,272
Steven K. Young			5,8354,208
Dhiaa M. Jamil		​	13,890
Marc E. Manly			22,67615,874
Dhiaa Lloyd M. JamilYates*		​	19,8414,098
Lloyd M. Yates ​	​	​	11,992​
				​

2011-2013*2012-2014 Performance Shares for Mr. Yates. The performance shares listed above that Mr. Yates received fromthese shares in connection with performance shares provided by Progress Energy, prior to its merger with Duke Energy, for the 2011-20132012-2014 performance cycle,cycle. These performance shares contained the following two equally-weighted performance measures:

•

TSR.  The first performance measure was based on the relative TSR of Progress Energy (and, after the merger, the relative TSR of Duke Energy) for the three-year period from January 1, 20112012, to December 31, 2013,2014, as compared to the companies in a predetermined group of highly regulated utilities. The payout that could be earned for this measure was equal to 50% of the target opportunity in the event that relative TSR performance was at the 40^th percentile, 100% of

​

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the target opportunity in the event that relative TSR performance was at the 50^th percentile and 200% of the target opportunity in the event that relative TSR performance was at the 80^th percentile. Based on the actual relative TSR performance of Progress Energy and Duke Energy at the 91.633.3^thrd percentile, Mr. Yates received a maximumno payout (i.e., 200% of the target opportunity) for the portion of his performance shares related to the TSR performance measure.

•

EPS Growth.  The second performance measure was based on the rate of earnings growth during the three-year period from January 1, 20112012, to December 31, 2013,2014, calculated by reference to the ongoing EPS of Progress Energy in 2011 and the ongoing EPS of Duke Energy in 2012 and 2013.Energy. The payout that could be earned for this measure was equal to 50% of the target opportunity in the event that the rate of growth of ongoing EPS was at least 1% per year, 100% of the target opportunity in the event that the rate of growth of ongoing EPS was at least 2%3%, and 200% of the target opportunity in the event that the rate of growth of ongoing EPS was 5% or higher. Based on the actual2.46% rate of growth of ongoing EPS of Progress Energy and Duke Energy during 2011-2013,2012-2014, Mr. Yates received noa payout of 86.5% of the target opportunity for the portion of his performance shares related to the earnings growth measure.

In the aggregate, this performance corresponds to a payout for Mr. Yates of 100%43.25% of thehis target number of 2011-20132012-2014 performance shares, plus dividend equivalents earned during the 2011-20132012-2014 performance period.

2013 2014 LTI Program.Program Aside from increases in

No changes were made to the target LTI opportunities for Ms. Good and Mr. Young described above on page 39,of the LTI opportunities for the remaining named executive officers remained the same as 2012 at 200%for 2014, each of base salary. No change was made because the LTI levels remain consistent with marketwhich is listed below.

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Name		Target LTI Opportunity (as a % of base salary)
​	​	​	​	​
Lynn J. Good		​	450%
Steven K. Young			150%
Dhiaa M. Jamil		​	200%
Marc E. Manly			200%
Lloyd M. Yates		​	200%
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practices and reflect our pay-for-performance culture. Under the 20132014 LTI program, 30% of each participating named executive officer's LTI opportunity was provided in the form of restricted stock units and the remaining 70% was provided in the form of performance shares, as follows:

Name		Grant Date			Performance Shares (at Target Level)			Restricted Stock Units				Grant Date			Performance Shares (at Target Level)			Restricted Stock Units
Lynn J. Good			2/25/2013			13,674			5,860
​											​	​	​	​		​	​	​	​	​
Lynn J. Good			8/26/2013			21,546			9,234			​	2/25/2014		​	53,217		​	22,807
Steven K. Young			2/25/2013			3,383			1,450				2/25/2014			7,761			3,326
Dhiaa M. Jamil												​	2/25/2014		​	12,811		​	5,491
Marc E. Manly			2/25/2013			12,155			5,209				2/25/2014			11,826			5,068
Dhiaa M. Jamil			2/25/2013			13,167			5,643
Lloyd M. Yates			2/25/2013			11,446			4,905			​	2/25/2014		​	11,136		​	4,773
​											​	​	​	​		​	​	​	​	​

In order to enhance our retention incentives, the 20132014 restricted stock units generally vest in equal portions on each of the first three anniversaries of the grant date, provided the recipient continues to be employed by Duke Energy on each vesting date.

In order to emphasize pay-for-performance, the 20132014 performance shares generally vest at the end of the three-year performance period only to the extent the TSR performance goal is satisfied. The Company utilized TSR as the performance measure for the 2014 LTI program in order to emphasize its importance in aligning the interests of executives and shareholders. The TSR performance goal is based on Duke Energy's relative TSR for the three-year performance period from January 1, 20132014, to December 31, 2015,2016, as compared to the companies in the Philadelphia Utility Index, as follows:

TSR Percentile Ranking		Percent Payout of Target Performance Shares
						​	​	​	​	​	​
90th or Higher		​	200	%
50th (Target)			100	%
25th		​	30	%
Below 25th			0	%
​

In prior performance cycles, adjusted ROE was used as a measure in conjunction with TSR. In 2013, in connection with its review of the design of the compensation plans of Duke Energy and Progress Energy, the Compensation Committee determined that it would utilize TSR as the sole performance measure for the 2013 LTI program in order to emphasize its importance in aligning the interests of executives and shareholders.

Compensation of Mr. Rogers

Mr. Rogers retired as President and Chief Executive Officer on July 1, 2013, but remained as the Chairman and a member of the Board of Directors until December 31, 2013. Under his 2009 employment agreement with Duke Energy, Mr. Rogers did not receive a base salary and he was generally not eligible to participate in Duke Energy's incentive compensation and benefit plans, including its cash bonus programs. Instead, pursuant to his 2009 employment agreement, Mr. Rogers was compensated primarily through annual grants of stock options, restricted stock units and performance shares, as follows:

​	​
Compensation Element		Description
Stock Option​	​	An annual stock option grant with a value of $1,600,000 which vests ratably in three annual installments. Mr. Rogers generally may not dispose of any shares acquired upon exercise of any such options until January 1, 2014, except to pay the exercise price of the option or related tax withholding.
Restricted Stock Units		An annual restricted stock unit award with a value of $2,000,000 which vests ratably in four annual installments. Dividend equivalents were paid in cash.
Annual Performance Shares		An annual performance share award based on annual performance metrics consistent with those established for the other named executive officers under the STI Plan, except that the maximum payment is equal to 199.5% of the target opportunity rather than 183.75%, with a target value of $2,000,000. Dividend equivalents are accumulated and paid only if the underlying performance shares become payable.
Long-Term Performance Shares		A long-term performance share award based on performance over a three-year performance period, with performance metrics consistent with those established for the other named executive officers under each year's LTI program, with a target value of $2,400,000. Dividend equivalents are accumulated and paid only if the underlying performance shares become payable.
​

Annual Performance Shares. For 2013, Mr. Rogers' annual performance shares covered 28,939 shares of Duke Energy common stock (at target performance). The performance criteria applicable to the annual performance shares were weighted 50%, 20%, and 10% and were based on the same adjusted diluted EPS goal, O&M expense control goal and reliability goal, respectively, as were

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applicable for the other named executive officers under the 2013 STI Plan (except for a different maximum payout as described above), and the remaining 20% was based on the following individual goals:

Goal		Weight			Description
Regulatory Initiatives			12.5	%	Provide leadership and direction with respect to strategic and regulatory initiatives.
Merger Integration			7.5	%	Deliver on the synergies related to the merger through integration efforts and foster and build the Duke Energy brand and reputation.

The annual portion of Mr. Rogers' 2013 performance share opportunity was subject to the same 5% SIF-based safety penalty and 5% safety adder (in the event of no work-related employee or contractor fatality) that applied to the other participating named executive officers under the 2013 STI Plan. The penalty was not triggered due to the fact that Duke Energy's actual SIF rate was better than the pre-established target SIF rate. In addition, the Compensation Committee determined that the safety adder was not achieved and would not increase the payout of Mr. Rogers' annual 2013 performance shares by 5%.

Based on the actual level of achievement of the corporate objectives and individual objectives, Mr. Rogers earned a payout of 31,363 annual performance shares for 2013, plus dividend equivalents.

Mr. Rogers also was granted long-term performance shares in 2011 with respect to the 2011-2013 performance period. These performance shares were subject to the same two equally weighted performance measures that applied to other participating named executive officers, as described on page 45. Based on Duke Energy's performance, Mr. Rogers received a payout of 64,784 performance shares, plus dividend equivalents earned during the 2011-2013 performance period, which is equal to a payout of 145.6% of the target number of Mr. Rogers' 2011-2013 performance shares.

For 2013, the performance criteria applicable to the long-term portion of Mr. Rogers' performance shares was the same predetermined measure based on TSR as was applicable for the other participating named executive officers under the 2013 LTI program, as measured over the 2013-2015 performance period.

Retirement and Welfare Benefits

Our named executive officers participate in the retirement and welfare plans generally available to other eligible employees. In addition, in order to attract and retain key executive talent, we believe that it is important to provide the executive officers, including our named executive officers with certain limited retirement benefits that are offered only to a select group of management. The retirement plans that are provided to our named executive officers, including the plans offered only to a select group of management, are described on pages 57–61.56-58. These benefits are comparable to the benefits provided by peers of Duke Energy, as determined based on market surveys.

Duke Energy provides the named executive officers with the same health and welfare benefits it provides to all other similarly situated employees, and at the same cost charged to all other eligible employees. The named executive officers also are entitled to the same post-retirement health and welfare benefits as those provided to similarly situated retirees.

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Perquisites

In 2013,2014, Duke Energy provided our named executive officers with certain other perquisites, which are disclosed in footnote 57 to the Summary Compensation Table on page 52. Duke Energy provides these perquisites as well as other benefits to certain executives in order to provide competitive compensation packages. The cost of perquisites and other personal benefits is not part of base salary and, therefore, dodoes not affect the calculation of awards and benefits under Duke Energy's other compensation arrangements (e.g.i.e.,

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retirement and incentive compensation plans). Unless otherwise noted, each of our named executive officers receivedwas eligible to receive the perquisites and other benefits described in the following table.

Perquisite		Description
			​	​	​
Executive Physical		Each executive is entitled to the annual reimbursement of up to $2,500 for the cost of a comprehensive physical examination.
Airline Membership		Each executive is entitled to Chairman's Preferred Status at US Airways.
Personal Travel on Corporate Aircraft		Ms. Good may use corporate aircraft for personal travel in North America. With advance approval from the Chief Executive Officer, the other named executive officers may use the corporate aircraft for personal travel in North America. If Ms. Good or any other named executive officer uses the aircraft for personal travel, he or she must reimburse Duke Energy the direct operating costs for such travel. However, Ms. Good is not required to reimburse Duke Energy for the cost of travel to the executive physical described above or to meetings of the board of directors of other companies on whose board she serves. For additional information on the use of the corporate aircraft, see footnote 57 to the Summary Compensation Table.
Financial Planning and Tax Preparation Services		Each year, we reimburse each participating executive for expenses incurred for tax and financial planning services. This program is administered on a three-year cycle, such that participating executives can be reimbursed for up to $15,000 of eligible expenses during the three-year cycle.
Matching Charitable Contributions		The Duke Energy Foundation, independent of Duke Energy, maintains The Duke Energy Foundation Matching Gifts Program under which employees are eligible for matching contributions of up to $5,000 per calendar year to qualifying institutions.
​	​	​

Compensation Advisor and Peer Group

Compensation Advisor

The Compensation Committee has engaged Frederic W. Cook & Company, Inc. to report directly to the Compensation Committee as its independent compensation consultant. The compensation consultant generally attends each Compensation Committee meeting and provides advice to the Compensation Committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors, the terms and performance goals applicable to incentive plan awards and analysis with respect to specific projects and information regarding trends and competitive practices. The consultant has been instructed that it is to provide completely independent advice to the Compensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation Committee. With the consent of the Chair of the Compensation Committee, the consultant may meet with management to discuss strategic issues with respect to executive compensation and assist the consultant in its engagement with the Compensation Committee. The Compensation Committee has assessed the independence of Frederic W. Cook & Company, Inc. pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the consulting firm from independently advising the Compensation Committee.

Compensation Peer Group

One of our core compensation objectives is to attract and retain talented executive officers through total compensation that generally is competitive with that of other executives and key employees of similarly sized companies with similar complexity, whether within or outside of the utility sector. As a result, in setting 2014 compensation levels, the Compensation Committee reviewed market surveys showing each element of total compensation against comparable positions at comparable companies. For utility-specific positions, the market data sources were (i) the Towers Watson CDB Energy Services Executive Compensation Database, which consists of the 103 companies listed on Appendix A and (ii) the Philadelphia Utility Index. For general corporate positions, the market data sources also included the Towers Watson CDB General Industry Executive Compensation Database, which consists of the 109 companies with aggregate revenues between $13 billion and $60 billion, as listed on Appendix B.

The Compensation Committee has developed a customized peer group for review of executive compensation levels and plan design practices. The peer group generally consists of similarly sized companies from the utility and general industry sectors, with the general industry companies also having satisfied at least one of the following characteristics: (i) operates in capital-intensive industry; (ii) operates in a highly regulated

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industry; (iii) has significant manufacturing operations; or (iv) has more than 50% of its revenue in the United States. The customized combined peer group, which did not change in 2014, consists of:

Compensation Peer Group
​	​	​	​	​	​	​
3M		Dominion Resources		FedEx		Monsanto
American Electric Power		Dow Chemical		FirstEnergy		NextEra Energy
CenturyLink		DuPont		General Dynamics		PG&E Corp.
Colgate-Palmolive		Eaton		International Paper		Southern
Consolidated Edison		Edison International		Lockheed Martin		UPS
Deere & Co.		Exelon		Medtronic
​	​	​	​	​	​	​

SeveranceAt least once a year, the Compensation Committee reviews tally sheets for each named executive officer, which include a summary of compensation paid in prior years, compensation for the current year, the valuation (at various assumed stock prices) of all outstanding equity awards and a summary of amounts payable upon a termination of employment under various circumstances. This information allows the Compensation Committee to evaluate the total compensation package for each named executive officer, as well as adjustments to specific elements of the total direct compensation package. After reviewing this information: (i) the Compensation Committee was able to confirm that the 2014 target total direct compensation for the named executive officers generally was within the competitive range of the market data and (ii) the Committee is able to better understand the relationship of various components of the total compensation program to each other.

Severance and Change in Control Benefits

Employment Agreement with Ms. Good.Good

Effective July 1, 2013, Ms. Good was appointed President and Chief Executive Officer. Duke Energy entered into an employment agreement with Ms. Good that contains a three-year initial term and automatically renews for additional one-year periods at the end of the initial term unless either party provides 120 daysdays' advance notice. In the event of a change in control of Duke Energy, the term automatically extends to a period of two years.

Upon a termination of Ms. Good's employment by Duke Energy without "cause" or by Ms. Good for "good reason" (each as defined in her employment agreement), the following severance payments and benefits would be payable: (i) a lump-sum payment equal to a pro rata amount of her annual bonus for the portion of the year that the termination of employment occurs during which she was employed, determined based on the actual achievement of performance goals; (ii) a lump-sum payment equal to 2.99 times the sum of her annual base salary and target annual bonus opportunity; (iii) continued access to medical and dental benefits for 2.99 years, with monthly amounts relating to Duke Energy's portion of the costs of such coverage paid by Duke Energy (reduced by coverage provided by future employers, if any) and a lump-sum payment equal to the cost of basic life insurance coverage for 2.99 years; (iv) one year of outplacement services; (v) if termination occurs within 30 days prior to, or two years after, a change in control of Duke Energy, vesting in unvested retirement plan benefits that would have vested during the two years following the change in control, and a lump-sum payment equal to the maximum contributions and allocations that would have been made or allocated if she had remained employed for an additional 2.99 years; and (vi) 2.99 additional years of vesting with respect to equity awards and an extended period to exercise outstanding vested stock options following termination of employment.

Ms. Good is not entitled to any form of tax gross-up in connection with Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code").Code. Instead, in the event that the severance payments or benefitscompensation otherwise would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code), the amount of payments or benefits would be reduced to the maximum level that would not result in an excise tax under Section 4999 of the Internal Revenue Code if such reduction would cause Ms. Good to retain an after-tax amount in excess of what would be retained if no reduction were made.

Severance Plan.Plan

The Executive Severance Plan provides varying levels of severance protection to the named executive officers other than Ms. Good. The Compensation Committee believes that this plan is appropriate in order to provide a consistent approach to executive severance and to provide eligible executives with certainty and security while they are focusing on their duties and responsibilities. Severance payments and benefitscompensation would only be paid in the event that an eligible executive's employment is involuntarily terminated without "cause" or is voluntarily terminated for "good reason," and are subject to compliance with restrictive covenants (e.g.i.e., noncompetition). The severance payments and benefitscompensation that would be paid in the event of a qualifying termination of employment to those senior executives who are identified as "Tier I Participants," including Messrs. Young, Jamil, Manly and Jamil,Yates, generally approximate two times their annual compensation and benefits. The Executive Severance Plan prohibits the payment of severance if an executive also would be entitled to severance payments and benefitscompensation under a separate agreement or plan maintained by Duke Energy, including the changeChange in control agreementsControl Agreements described below. The Executive Severance

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Plan does not provide for golden parachute excise tax gross-up payments. The benefit levels under the Executive Severance Plan are described in more detail under the "Potential Payments Upon Termination or Change in Control" section of this proxy statement.

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Change in Control Agreements.Agreements

Duke Energy has entered into Change in Control Agreements with the named executive officers other than Ms. Good. Under these agreements, each such named executive officer would be entitled to certain payments and benefits if (1)(i) a change in control were to occur and (2)(ii) within two years following the change in control, (a) Duke Energy terminatedterminates the executive's employment without "cause" or (b) the executive terminates his employment for "good reason." The severance protection provided by Duke Energy is generally two times the executive's annual compensation and benefits and becomes payable only if there is both a change in control and a qualifying termination of employment. The Compensation Committee approved the two times severance multiplier after consulting with its advisors and reviewing the severance protection provided by peer companies. The Compensation Committee believes that the protection provided through these severance arrangements is appropriate in order to diminish the uncertainty and risk to the executives' roles in the context of a potential or actual change in control. The benefit levels under the Change in Control Agreements are described in more detail under the "Potential Payments Upon Termination or Change in Control" section on page 6260 of this proxy statement. The Change in Control Agreements do not provide for golden parachute excise tax gross-up payments.

Severance Protection for Mr. Yates. In connection with the merger with Progress Energy, Duke Energy assumed the Progress Energy, Inc. Management Change-In-Control Plan ("MCICP"), which provides the following severance protection to Mr. Yates in the event that, within two years of a change in control of Progress Energy (which included its merger with Duke Energy), there is an involuntary termination of the participant's employment without "cause" or the participant voluntarily terminates employment for "good reason": (1) 300% of base salary and the greater of the participant's average STI payment over the prior three years or his target STI payment, (2) up to three years' of continued health and welfare benefits, (3) 100% of the participant's target STI for the year of the termination, (d) full vesting of outstanding stock awards and (e) the participant shall be deemed to have met the minimum service requirements under the Progress Energy Supplemental Senior Executive Retirement Plan. The MCICP also provides a gross-up for golden parachute excise taxes. As indicated above, Duke Energy does not provide excise tax gross-ups for severance benefits provided under its change in control agreements or under its Executive Severance Plan, but as a result of the Progress Energy merger, we assumed the MCICP, which was adopted by Progress Energy prior to the merger and which provides golden parachute tax gross-up payments under certain circumstances. This plan will terminate pursuant to its terms on July 2, 2014, which is the second anniversary of the merger of Duke Energy and Progress Energy. Mr. Yates was provided a retention agreement on July 9, 2012 under which he will be entitled to $1,000,000 subject to him remaining continuously employed with Duke Energy until the second anniversary of the Progress Energy merger (i.e. July 2, 2014). Once earned, this amount will be credited to an unfunded account under the Executive Savings Plan, which will be adjusted with earnings and losses and will be paid in monthly installments over the seven-year period following Mr. Yates' termination of employment.

Retirement of Mr. Rogers. Effective July 1, 2013, Mr. James E. Rogers retired as President and Chief Executive Officer of Duke Energy, and effective December 31, 2013, Mr. Rogers retired as the Chairman (and a member) of the Board of Directors. Pursuant to the terms of his employment agreement, Mr. Rogers' then outstanding stock awards will continue to vest as if he remained employed, with the number of performance shares determined based on actual performance compared to previously established performance measures. For transition purposes, Duke Energy has agreed to provide Mr. Rogers with office space and administrative support for a period of three years after retirement.

Shareholder Approval Policy for Severance Agreements.Agreements

The Compensation Committee has established a policy pursuant to which it generally will seek shareholder approval for any future agreement with certain individuals (e.g.i.e., a named executive officer) that provides severance benefitscompensation in excess of 2.99 times the sum of the executive's base salary and annual bonus, plus the value of continued participation in welfare, retirement and equity compensation plans determined as if the executive remained employed for 2.99 additional years. Under the policy, Duke Energy also will seek shareholder approval of any such agreement that provides for the payment of any tax gross-ups by reason of the executive's termination of employment, including reimbursement of golden parachute excise taxes.

Additional Compensation Matters

Compensation Advisors

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Compensation Committee Advisors

The Compensation Committee has engaged Frederic W. Cook & Company, Inc. to report directly to the Compensation Committee as its independent compensation consultant. The compensation consultant generally attends each Compensation Committee meeting and provides advice to the Compensation Committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation Consideration of the executive officers and directors, the terms and performance goals applicable to incentive plan awards and analysis with respect to specific projects and information regarding trends and competitive practices. The consultant has been instructed that it is to

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provide completely independent advice to the Compensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation Committee. With the consent of the Chair of the Compensation Committee, the consultant may meet with management to discuss strategic issues with respect to executive compensation and assist the consultant in its engagement with the Compensation Committee. The Compensation Committee has assessed the independence of Frederic W. Cook & Company, Inc. pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the consulting firm from independently advising the Compensation Committee.

Additional Compensation Matters

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Consideration of Results of Shareholder Advisory Votes on Executive CompensationSay-on-Pay Vote

As required by the Dodd-Frank Act, we included a shareholder vote on executive compensation in last year's proxy statement. Because our shareholders supported the compensation of our named executive officers as disclosed in the 20132014 proxy statement (i.e.i.e., 78%approximately 92% of the votes represented in person or by proxy), the Compensation Committee views the results of this advisory vote as confirmation that our compensation program, including our emphasis on pay-for-performance, is structured and designed to achieve our stated goals and objectives. As a result, we have continued to emphasize pay-for-performance alignment, and our 20132014 compensation program, as previously described, continues to reflect this philosophy.

Risk Assessment of Compensation Policies and Practices

In consultation with the Compensation Committee, members of management from Duke Energy's Human Resources, Legal and Risk Management groups assessed whether our compensation policies and practices encourage excessive or inappropriate risk-taking by our employees, including employees other than our named executive officers. This assessment included a review of the risk characteristics of Duke Energy's business and the design of our incentive plans and policies.

Management reported its findings to the Compensation Committee, and after review and discussion, the Compensation Committee concluded that our plans and policies do not encourage excessive or inappropriate risk-taking. Although a significant portion of our executive compensation program is performance-based, the Compensation Committee has focused on aligning Duke Energy's compensation policies with the long-term interests of Duke Energy and avoiding rewards that could create unnecessary risks to the Company, as evidenced by the following:

•

We do not use highly leveraged STI goals, but instead the STI opportunities are based on balanced performance metrics that promote short-term and long-term goals, and all payouts are capped at a pre-established percentage of the target payment opportunity.

•

Our LTI opportunities generally vest over a period of three years in order to focus our executives on long-term performance and enhance retention. Our performance shares are granted annually and have overlapping three-year performance periods, so any inappropriate risks taken to increase the payout under one award could jeopardize the potential payouts under other awards.

•

We use a variety of performance metrics (i.e.i.e., adjusted diluted EPS, O&M expense, reliability, safety and TSR) that correlate to long-term value, and our performance goals are set at levels that we believe are reasonable in light of past performance and market conditions.

•

Our stock ownership policy requires the members of our Executive Leadership Team, including our named executive officers, to hold a minimum level of Duke Energy shares so that each executive has personal wealth tied to the long-term success of Duke Energy and is therefore aligned with shareholders.

•

We maintain a "clawback policy," which allows Duke Energy to require the reimbursement of any incentive compensation,

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the payment of which was predicated upon the achievement of financial results that were subsequently the subject of a restatement caused or partially caused by the recipient's fraud or misconduct. It also entitles us to recover inadvertent payments based on an incorrect calculation.

Tax and Accounting Implications

Deductibility of Executive Compensation.Compensation

The Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that Duke Energy generally may not deduct, for federal income tax purposes, annual compensation in excess of $1 million paid to certain employees. Performance-based compensation paid pursuant to shareholder approved plans is not subject to the deduction limit as long as such compensation is approved by "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code and certain other requirements are satisfied.

Although the Compensation Committee generally intends to structure and administer executive compensation plans and arrangements so that they will not be subject to the deduction limit of Section 162(m) of the Code, the Compensation Committee may, from time to time, approve payments that cannot be deducted in order to maintain flexibility in structuring appropriate compensation programs in the interests of

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shareholders. For example, restricted stock unit awards received by certain employees, and amounts paid to certain employees under the STI Plan with respect to individual objectives, may not be deductible for federal income tax purposes, depending on the amount and other types of compensation received by such employees.

Accounting for Stock-Based Compensation.Compensation

Stock-based compensation represents costs related to stock-based awards granted to employees.employees and members of the Duke Energy Board of Directors. Duke Energy recognizes stock-based compensation based upon the estimated fair value of the awards, net of estimated forfeitures at the date of issuance. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period or, for certain share-based awards, until the employee becomes retirement eligible, if earlier. Compensation cost is recognized as expense or capitalized as a component of property, plant and equipment.

Non-GAAP Financial Measures.Measures

As described previously in this Compensation Discussion and Analysis, Duke Energy uses various financial measures, including adjusted diluted EPS and O&M expense, in connection with short-term and long-term incentives. Adjusted diluted EPS is a non-GAAP financial measure as it represents diluted EPS from continuing operations attributable to Duke Energy Corporation common shareholders, adjusted for the per share impact of special items and the mark-to-market impacts of economic hedges related to certain generation assets in the Commercial Power segment.segment and special items, including the operating results of the nonregulated Midwest generation business ("Disposal Group") classified as discontinued operations for GAAP purposes. Duke Energy's management also uses adjusted diluted EPS as a measure to evaluate operations of the Company. The O&M expense measure used for incentive plan purposes also is a non-GAAP financial measure as it represents GAAP O&M adjusted primarily for expenses recovered through rate riders, certain regulatory accounting deferrals and applicable special items. Special items represent certain charges and credits, thatwhich management believes will not be recurring on a regular basis, although it is reasonably possible such charges and credits could recur. The impactAs a result of an asset impairment isthe agreement in August 2014 to sell the Disposal Group to Dynegy Inc., the operating results of the Disposal Group are classified as discontinued operations, including a special item that generally is excluded from adjusted EPS. Mark-to-market adjustments reflectportion of the mark-to-market impactadjustments associated with derivative contracts. Management believes that including the operating results of derivativethe Disposal Group classified as discontinued operations better reflects its financial performance and therefore has included these results in adjusted diluted EPS. Derivative contracts which is recognized in GAAP earnings immediately as such derivative contracts do not qualify for hedge accounting or regulatory accounting treatment,are used in Duke Energy's hedging of a portion of the economic value of its generation assets in the Commercial Power segment. The mark-to-market impact of derivative contracts is recognized in GAAP earnings immediately and, if associated with the Disposal Group, classified as discontinued operations, as such derivative contracts do not qualify for hedge accounting or regulatory treatment. The economic value of the generation assets is subject to fluctuations in fair value due to market price volatility of the input and output commodities (e.g.i.e., coal, power) and, as such, the economicelectricity, natural gas). Economic hedging involves both purchases and sales of those input and output commodities related to the generation assets. Because the operationsOperations of the generation assets are accounted for under the accrual method, managementmethod. Management believes that excluding the impactimpacts of mark-to-market changes of the economic hedgederivative contracts from adjusted earnings until settlement better matches the financial impacts of the hedgederivative contract with the portion of the economic value of the underlying hedged asset. Management believes that the presentation of adjusted diluted EPS provides useful information to investors, as it provides them an additional relevant comparison of the company's performance across periods. The most directly comparable GAAP measures for adjusted diluted EPS and O&M expense measures used for incentive plan purposes are reported diluted EPS from continuing operations attributable to Duke Energy Corporation common shareholders and reported O&M expense from continuing operations, which include the impact of special items and the mark-to-market impacts of economic hedges in the Commercial Power segment.

For purposes of the LTI program, adjusted ROE is calculated based on the average of the annual adjusted ROE, with equity determined on a quarterly basis, earned by Duke Energy during the applicable performance period with each annual adjusted ROE being calculated by dividing adjusted net income by average shareholders' equity, which is calculated by reference to shareholders' equity as reported on Duke Energy's consolidated balance sheet, excluding goodwill. Under this calculation, adjusted net income is determined in a manner similar to the methodology used for calculating adjusted diluted EPS for purposes of the STI Plan. In addition, the EPS growth performance measure applicable to certain performance shares originally granted by Progress Energy also is determined in a manner similar to the methodology used for calculating adjusted diluted EPS for purposes of the STI Plan.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides compensation information for our Chief Executive Officer (Ms. Good), our Chief Financial Officer (Mr. Young) and the three other most highly compensated executive officers who were employed on December 31, 20132014 (Messrs. Jamil, Manly Jamil and Yates). The table also provides compensation information for Mr. Rogers, who served as our Chief Executive Officer for a portion of 2013. The table provides information for 20112012 and 20122013 only to the extent that each named executive officer was included in the Duke Energy Summary Compensation Table for those years.

Name and Principal Position		Year		Salary ($)		Bonus ($)			Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)			All Other Compensation ($)(5)			Total ($)
Lynn J. Good(6)		2013		929,167			0		4,177,007		0			1,103,411			87,825			175,600		6,473,010
Vice Chairman, President,		2012		617,500			0		1,220,361		0			648,401			523,790			76,515		3,086,567
and Chief Executive Officer		2011		595,833			0		1,213,768		0			495,545			187,708			84,317		2,577,171
Steven K. Young(7)		2013		409,764			0		404,173		0			265,840			66,558			36,834		1,183,169
Executive Vice President and
Chief Financial Officer
James E. Rogers(8)		2013		0			0		6,727,407		1,600,002			0			311,187			916,620		9,555,216
Former Chairman, President		2012		0			0		6,373,023		1,600,000			0			388,257			369,229		8,730,509
and Chief Executive Officer		2011		0			0		6,439,381		1,600,001			0			328,742			412,134		8,780,258
Marc E. Manly		2013		600,000			0		1,452,121		0			494,256			329,909			134,391		3,010,677
Executive Vice President and		2012		600,000			0		1,190,573		0			626,165			528,654			201,381		3,146,773
President, Commercial Businesses		2011		600,000			0		1,213,768		0			499,010			384,160			130,172		2,827,110
Dhiaa M. Jamil		2013		633,333			0		1,573,043		0			528,048			145,665			77,126		2,957,215
Executive Vice President and		2012		537,500			0		1,041,760		0			558,004			192,123			90,821		2,420,208
President, Duke Energy Nuclear		2011		520,833			0		1,062,092		0			415,669			135,802			68,619		2,203,015
Lloyd M. Yates		2013		559,673			0		1,367,408		0			497,126			59,944			177,764		2,661,915
Executive Vice President,
Regulated Utilities

Name and Principal Position		Year		Salary ($)		Bonus ($)(3)			Stock Awards ($)(4)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(5)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6)			All Other Compensation ($)(7)			Total ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lynn J. Good		2014		1,200,000		​	0		5,290,357		0		​	1,126,215		​	357,205		​	331,574		8,305,351
Vice Chairman, President,		2013		929,167		​	0		4,177,007		0		​	1,103,411		​	87,825		​	175,600		6,473,010
and Chief Executive Officer		2012		617,500		​	0		1,220,361		0		​	648,401		​	523,790		​	76,515		3,086,567
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Steven K. Young		2014		535,418			0		771,522		0			292,495			157,862			50,296		1,807,593
Executive Vice President		2013		409,764			0		404,173		0			265,840			66,558			36,834		1,183,169
and Chief Financial Officer
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Dhiaa M. Jamil(1)		2014		650,000		​	0		1,273,601		0		​	387,634		​	209,183		​	89,910		2,610,328
Executive Vice President		2013		633,333		​	0		1,573,043		0		​	528,048		​	145,665		​	77,126		2,957,215
and President, Regulated Generation		2012		537,500		​	0		1,041,760		0		​	558,004		​	192,123		​	90,821		2,420,208
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Marc E. Manly		2014		600,000			0		1,175,619		0			326,616			517,897			154,381		2,774,513
Executive Vice President		2013		600,000			0		1,452,121		0			494,256			329,909			134,391		3,010,677
and President, Commercial Portfolio		2012		600,000			0		1,190,573		0			626,165			528,654			201,381		3,146,773
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Lloyd M. Yates(2)		2014		585,833		​	1,000,000		1,107,076		0		​	339,994		​	1,038,073		​	272,487		4,343,463
Executive Vice President,		2013		559,673		​	0		1,367,408		0		​	497,126		​	59,944		​	177,764		2,661,915
Market Solutions and President, Carolinas Region						​							​			​			​
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(1)

Effective August 1, 2014, Mr. Jamil became Executive Vice President and President, Regulated Generation. Prior to this realignment, he served as Executive Vice President and President, Duke Energy Nuclear.

(2)

Effective August 1, 2014, Mr. Yates became Executive Vice President, Market Solutions and President, Carolinas Region. Prior to this realignment, he served as Executive Vice President, Regulated Utilities.

(3)

This column reflects Mr. Yates' retention agreement dated July 9, 2012, under which he was entitled to $1,000,000 as a result of remaining continuously employed with Duke Energy until the second anniversary of the Progress Energy merger (i.e. July 2, 2014). This amount (less applicable taxes) was credited to an unfunded account under the Executive Savings Plan, which will be adjusted with earnings and losses and will be paid in monthly installments over the seven year period following Mr. Yates' termination of employment.

(4)

This column does not reflect the value of stock awards that were actually earned or received by the named executive officers during each of the years listed above. Rather, as required by applicable SEC rules, this column reflects the aggregate grant date fair value of the performance shares (based on the probable outcome of the performance conditions as of the date of grant) and restricted stock units granted to our named executive officers in the applicable year. The aggregate grant date fair value of the performance shares granted in 20132014 to Ms. Good and Messrs. Young, Rogers,Jamil, Manly Jamil and Yates, assuming that the highest level of performance would be achieved, is $4,868,108; $467,598; $7,590,023; $1,680,064; $1,819,943;$7,560,007; $1,102,528; $1,819,931; $1,680,002; and $1,582,066,$1,581,980; respectively. The aggregate grant date fair value of the awards was determined in accordance with the accounting guidance for stock-based compensation. See Note 20 of the Consolidated Financial Statements contained in our Annual ReportForm 10-K for an explanation of the assumptions made in valuing these awards.

(2)

This column does not reflect the value of shares that were actually acquired upon the exercise of stock options by Mr. Rogers during each of the years listed above. Rather, as required by applicable SEC rules, this column reflects the aggregate grant date fair value of the stock options granted to Mr. Rogers in the applicable year. The aggregate grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 20 of the Consolidated Financial Statements contained in our Annual Report for an explanation of the assumptions made in valuing these awards.

(3)

(5)

With respect to the applicable performance period, this column reflects amounts payable under the Duke Energy Corporation Executive Short-Term Incentive Plan. Unless deferred, the 20132014 amounts were paid in March 2014.

2015.

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(4)

(6)

This column includes the amounts listed below. The amounts listed were earned over the 12-month period ending on December 31, 2013.

2014.

		Good ($)		Young ($)		Rogers ($)		Manly ($)		Jamil ($)		Yates ($)		Good ($)		Young ($)		Jamil ($)		Manly ($)		Yates ($)
​													​	​	​	​	​	​	​	​	​	​	​
Change in Actuarial Present Value of Accumulated Benefit Under:
Duke Energy Retirement Cash Balance Plan		22,698		25,868		(74,710	)	13,704		29,459		0		36,789		63,179		61,765		75,172		0
Duke Energy Executive Cash Balance Plan		65,127		40,690		0		316,205		116,206		39,422		320,416		94,683		147,418		442,725		966,738
Progress Energy Pension Plan		0		0		0		0		0		20,522		0		0		0		0		71,335
Above-Market Interest Earned on Amounts Deferred Under the Deferred Compensation Agreement for Mr. Rogers		0		0		311,187		0		0		0
​													​	​	​	​	​	​	​	​	​	​	​
Total		87,825		66,558		311,187	*	329,909		145,665		59,944		357,205		157,862		209,183		517,897		1,038,073
​													​	​	​	​	​	​	​	​	​	​	​

*

As required by applicable SEC rules, the decrease in the actuarial present value of Mr. Rogers' benefit under the Duke Energy Retirement Cash Balance Plan is disregarded when determining the total for this column.

(5)

(7)

The All Other Compensation column includes the following for 2013:

2014:

		Good ($)		Young ($)		Rogers ($)		Manly ($)		Jamil ($)		Yates ($)		Good ($)		Young ($)		Jamil ($)		Manly ($)		Yates ($)
​													​	​	​	​	​	​	​	​	​	​	​
Matching Contributions Under the Duke Energy Retirement Savings Plan/Progress Energy 401(k)		15,300		15,300		0		15,300		15,300		15,300		15,600		15,600		15,600		15,600		15,600
Make-Whole Matching Contribution Credits Under the Duke Energy Corporation Executive Savings Plan		79,354		20,099		0		58,270		56,180		19,588		122,605		32,476		55,083		50,055		49,378
Personal Use of Airplane*		61,298		0		333,575		42,421		0		78,393		181,369		0		0		83,596		67,679
Airline Membership		0		0		0		0		0		0		0		0		0		0		0
Residential Thermostat Device		250		0		0		250		250		250
Business travel accident insurance														0		0		0		130		0
Charitable Contributions Made in the Name of the Executive**		5,000		400		5,000		5,000		5,000		0		5,000		250		5,000		5,000		0
Executive Physical Exam Program		0		0		1,122		2,500		0		1,650		2,500		0		0		0		1,650
Financial Planning Program		5,900		1,035		0		10,650		396		8,000		4,500		1,970		14,227		0		5,000
Relocation Expenses		0		0		0		0		0		54,583		0		0		0		0		133,180
Legal Fees		8,498		0		0		0		0		0
Vacation Payout***		0		0		576,923		0		0		0
​													​	​	​	​	​	​	​	​	​	​	​
Total		175,600		36,834		916,620		134,391		77,126		177,764		331,574		50,296		89,910		154,381		272,487
​													​	​	​	​	​	​	​	​	​	​	​

*

Regarding use of corporate aircraft, named executive officers are required to reimburse Duke Energy the direct operating costs of any personal travel. With respect to flights on a leased or chartered airplane, direct operating costs equal the amount that the third party charges Duke Energy for such trip. With respect to flights on the Company-owned airplane, direct operating costs include the amounts permitted by the Federal Aviation Regulations for non-commercial carriers. Named executive officers are permitted to invite their spouse or other guests to accompany them on business trips when space is available; however, in such events, the named executive officer is imputed income in accordance with IRS guidelines. The additional cost included in the table above is the amount of the IRS-specified tax deduction disallowance, if any, plus any additional carbon credits purchased with respect to the named executive officer's personal travel.

**

Certain charitable contributions made by the named executive officers are not eligible for matching under the Matching Gifts Program and therefore are not listed above. Mr. Yates was not eligible for the Matching Gifts Program in 2013.

***

Mr. Rogers' employment agreement grandfathered his right to payment of accrued unused vacation under a program previously maintained by Cinergy Corp.

(6)

Effective July 1, 2013, Ms. Good became Vice Chairman, President and Chief Executive Officer. Prior to her promotion, she served as Executive Vice President and Chief Financial Officer.

(7)

Effective August 6, 2013, Mr. Young became Executive Vice President and Chief Financial Officer. Prior to his promotion, he served as Vice President, Chief Accounting Officer and Controller.

(8)

Mr. Rogers retired effective December 31, 2013. He did not receive salary or bonus from Duke Energy during 2011-2013. As previously described, he was covered under an employment agreement with Duke Energy that provided compensation primarily through stock-based awards.

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EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS

																						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)			All Other Option Awards: Number of Securities Underlying Options (#)(4)						Grant Date Fair Value of Stock and Option Awards ($)(6)
						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)								Estimated Future Payouts Under Equity Incentive Plan Awards(2)																																									All Other Stock Awards: Number of Shares of Stock or Units (#)(3)			Grant Date Fair Value of Stock and Option Awards ($)(4)
																											All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(4)				Grant Date Fair Value of Stock and Option Awards ($)(6)						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)								Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name		Grant Type		Grant Date		Threshold ($)			Target ($)		Maximum ($)			Threshold (#)			Target (#)		Maximum (#)																Grant Type		Grant Date		Threshold ($)			Target ($)		Maximum ($)			Threshold (#)			Target (#)		Maximum (#)
Lynn J. Good		Cash Bonus					481,333		1,013,333			1,862,000
Lynn J. Good		Long-Term Perf. Shares		2/25/2013											6,837		13,674			27,348												1,228,609
​																																		​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​		​	​	​	​	​	​	​	​
Lynn J. Good		Long-Term Perf. Shares		8/26/2013											10,773		21,546			43,092												1,935,908			Cash Bonus		​		​	712,500		1,500,000		​	2,756,250		​	​		​		​	​		​	​		​	​
Lynn J. Good		Restricted Stock Units		2/25/2013																			5,860									404,985			Long-Term Perf. Shares		2/25/2014											15,965		53,217			106,434						3,670,376
Lynn J. Good		Restricted Stock Units		8/26/2013																			9,234									607,505			Restricted Stock Units		2/25/2014		​	​		​		​	​		​	​		​		​	​		​	22,807		​	1,619,981
Steven K. Young		Cash Bonus					117,894		248,198			456,064																							Cash Bonus					188,912		397,710			730,792
Steven K. Young		Long-Term Perf. Shares		2/25/2013											1,692		3,383			6,766												303,963			Long-Term Perf. Shares		2/25/2014		​	​		​		​	​		​	2,328		7,761		​	15,522		​	​		​	535,276
Steven K. Young		Restricted Stock Units		2/25/2013																			1,450									100,210			Restricted Stock Units		2/25/2014																			3,326			236,246
James E. Rogers		Annual Performance Shares		2/25/2013											13,746		28,939			57,733												1,999,974
James E. Rogers		Long-Term Perf. Shares		2/25/2013											17,364		34,727			52,091												2,727,459
James E. Rogers		Restricted Stock Units		2/25/2013																			28,939									1,999,974
James E. Rogers		Options		2/25/2013																						310,078			69.11			1,600,002
Dhiaa M. Jamil																																			Cash Bonus		​		​	247,000		520,000		​	955,500		​	​		​		​	​		​	​		​	​
Dhiaa M. Jamil																																			Long-Term Perf. Shares		2/25/2014											3,843		12,811			25,622						883,575
Dhiaa M. Jamil																																			Restricted Stock Units		2/25/2014		​	​		​		​	​		​	​		​		​	​		​	5,491		​	390,026
Marc E. Manly		Cash Bonus					228,000		480,000			882,000																							Cash Bonus					228,000		480,000			882,000
Marc E. Manly		Long-Term Perf. Shares		2/25/2013											6,078		12,155			24,310												1,092,127			Long-Term Perf. Shares		2/25/2014		​	​		​		​	​		​	3,548		11,826		​	23,652		​	​		​	815,639
Marc E. Manly		Restricted Stock Units		2/25/2013																			5,209									359,994			Restricted Stock Units		2/25/2014																			5,068			359,980
Dhiaa M. Jamil		Cash Bonus					240,667		506,667			931,000
Dhiaa M. Jamil		Long-Term Perf. Shares		2/25/2013											6,584		13,167			26,334												1,183,055
Dhiaa M. Jamil		Restricted Stock Units		2/25/2013																			5,643									389,988
Lloyd M. Yates		Cash Bonus					220,955		465,169			854,748																							Cash Bonus		​		​	222,617		468,667		​	861,175		​	​		​		​	​		​	​		​	​
Lloyd M. Yates		Long-Term Perf. Shares		2/25/2013											5,723		11,446			22,892												1,028,423			Long-Term Perf. Shares		2/25/2014											3,341		11,136			22,272						768,050
Lloyd M. Yates		Restricted Stock Units		2/25/2013																			4,905									338,985			Restricted Stock Units		2/25/2014		​	​		​		​	​		​	​		​		​	​		​	4,773		​	339,026
​																																		​			​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

Reflects the STI opportunity granted to our named executive officers (other than Mr. Rogers) in 20132014 under the Duke Energy Corporation Executive Short-Term Incentive Plan. The information included in the "Threshold," "Target" and "Maximum" columns reflects the range of potential payouts under the plan established by the Compensation Committee. The actual amounts earned by each executive under the terms of such plan are disclosed in the Summary Compensation Table.

(2)

Reflects the performance shares granted to our named executive officers in 20132014 under the Duke Energy Corporation 2010 Long-Term Incentive Plan. The information included in the "Threshold," "Target" and "Maximum" columns reflects the range of potential payouts under the plan established by the Compensation Committee. Earned performance shares will be paid following the end of the 2013-20152014-2016 performance period, (or, with respect to Mr. Rogers, following the 2013 and 2013-2015 performance periods), based on the extent to which the performance goals have been achieved. Any shares not earned are forfeited. In addition, following a determination that the performance goals have been achieved, participants will receive a cash payment equal to the amount of cash dividends paid on one share of Duke Energy common stock during the performance period multiplied by the number of performance shares earned.

(3)

Reflects the restricted stock units granted to our named executive officers in 20132014 under the Duke Energy Corporation 2010 Long-Term Incentive Plan. The restricted stock units generally vest in equal portions on each of the first three anniversaries of the grant date, provided the recipient continues to be employed by Duke Energy on each vesting date. The restricted stock units granted to Ms. Good on August 26, 2013, will vest on the first three anniversaries of February 25, 2013. The restricted stock units granted to Mr. Rogers vested ratably in four equal quarterly installments following the grant. If dividends are paid during the vesting period, then the participants will receive a current cash payment equal to the amount of cash dividends paid on one share of Duke Energy common stock during the vesting period multiplied by the number of unvested restricted stock units.

(4)

Reflects the number of shares that may be issued to Mr. Rogers on exercise of the stock option granted in 2013 under the Duke Energy Corporation 2010 Long-Term Incentive Plan. As a result of Mr. Rogers' retirement on December 31, 2013, this option will continue to vest in three equal annual installments on January 1, 2014, January 1, 2015 and January 1, 2016, in accordance with its terms.

(5)

Reflects the exercise price for the stock option granted to Mr. Rogers in 2013, which equals the fair market value of the underlying shares on the date of grant.

(6)

Reflects the grant date fair value of each restricted stock unit and performance share (based on the probable outcome of the performance conditions as of the date of grant) and stock option award granted to our named executive officers in 2013,2014, as computed in accordance with the accounting guidance for stock-based compensation.

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EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table shows the outstanding equity awards held by our named executive officers as of December 31, 2013. Pursuant to the terms of the merger agreement with Progress Energy, Duke Energy was required to assume the Progress Energy equity awards that were granted prior to the merger and convert them to Duke Energy equity awards of equivalent value and with the same terms and conditions.2014.

		Option Awards												Stock Awards													Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable(1)			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)(2)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)				Number of Shares or Units of Stock That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Lynn J. Good			0
Lynn J. Good															21,210			1,463,702
​																										​	​	​	​	​	​	​	​	​	​	​	​	​
Lynn J. Good																					10,217			705,041			​	34,816		​	2,908,529		​	​		​	​
Lynn J. Good																					6,811			470,027										35,220			2,942,279
Lynn J. Good																					70,440			4,861,064			​	​		​	​		​	53,217		​	4,445,748
Steven K. Young			0																									4,797			400,741
Steven K. Young															3,029			209,031									​	​		​	​		​	3,383		​	282,616
Steven K. Young																					2,642			182,290										7,761			648,354
Steven K. Young																					1,761			121,527
Steven K. Young																					6,766			466,922
James E. Rogers			0			119,314			53.94			2/22/2021
James E. Rogers			0			226,468			63.21			2/27/2022
James E. Rogers			0			310,078			69.11			2/25/2023
James E. Rogers															0			0
James E. Rogers																					28,477			1,965,181
James E. Rogers																					18,985			1,310,120
James E. Rogers																					52,091			3,594,765
Dhiaa M. Jamil																											​	10,915		​	911,839		​	​		​	​
Dhiaa M. Jamil																																		13,167			1,099,971
Dhiaa M. Jamil																											​	​		​	​		​	12,811		​	1,070,231
Marc E. Manly			0																									10,439			872,074
Marc E. Manly															11,230			774,982									​	​		​	​		​	12,155		​	1,015,429
Marc E. Manly																					9,967			687,805										11,826			987,944
Marc E. Manly																					6,645			458,537
Marc E. Manly																					24,310			1,677,633
Dhiaa M. Jamil			0
Dhiaa M. Jamil															10,912			753,037
Dhiaa M. Jamil																					8,721			601,836
Dhiaa M. Jamil																					5,814			401,224
Dhiaa M. Jamil																					26,334			1,817,309
Lloyd M. Yates			0																								​	9,429		​	787,699		​	​		​	​
Lloyd M. Yates															12,897			890,022																11,446			956,199
Lloyd M. Yates																					4,541			313,380			​	​		​	​		​	11,136		​	930,301
Lloyd M. Yates																					4,541			313,380
Lloyd M. Yates																					22,892			1,579,777
​																										​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

Mr. Rogers previously received stock options each year per the terms of his February 2009 employment agreement. Following his retirement, these options continue to vest and become exercisable in three equal installments on January 1 of the following three years after grant.

(2)

Ms. Good and Messrs. Young, ManlyJamil and JamilManly received restricted stock units on February 22, 2011,27, 2012, February 27, 2012,25, 2013, and February 25, 2013,2014, which vest, subject to certain exceptions, in equal installments on the first three anniversaries of the date of grant. In addition, Ms. Good received restricted stock units on August 26, 2013, which vest, subject to certain exceptions, in equal installments on the first three anniversaries of February 25, 2013. Mr. Yates received restricted stock units on March 16, 2011, March 16, 2012, February 25, 2013, and February 25, 2013,2014, which vest, subject to certain exceptions, in equal installments on the first three anniversaries of the date of grant. Mr. Yates also received a second grant of restricted stock units on March 16, 2011, which vest, subject to certain exceptions, on the third anniversary of the grant date. All restricted stock units held by Mr. Rogers vested on or before December 31, 2013.

(3)

(2)

Ms. Good and Messrs. Young, Rogers,Jamil, Manly and JamilYates received performance shares on February 27, 201225, 2013, and on February 25, 2014, and Ms. Good received additional performance shares on August 26, 2013, that, subject to certain exceptions, are eligible for vesting on December 31, 2014 and December 31, 2015, respectively. Mr. Yates received performance shares on March 16, 2012 and on February 25, 2013, that, subject to certain exceptions, are eligible for vesting on January 1, 2015, and December 31, 2015,2016, respectively. Pursuant to applicable SEC rules, (i) one-half of the performance shares (relating to the ROE performance measure) that were granted in 2012 are listed at the maximum number of shares; (ii) one-half of the performance shares (relating to the TSR performance measure and the ongoing EPS performance measure) that were granted in 2012 are listed at the target number of shares; and (iii) all of the performance shares granted in 2013 and 2014 are listed at the maximumtarget number of shares.

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EXECUTIVE COMPENSATION

OPTION EXERCISES AND STOCK VESTED

		Option Awards												Stock Awards
		Duke Energy						Spectra Energy(1)						Duke Energy							Stock Awards
Name		Number of Duke Energy Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(2)			Number of Spectra Energy Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(2)			Number of Duke Energy Shares Acquired on Vesting (#)(3)			Value Realized on Vesting ($)(4)				Number of Duke Energy Shares Acquired on Vesting (#)(1)			Value Realized on Vesting ($)(2)
​																				​	​	​	​		​	​
Lynn J. Good			8,112			204,994			0			0			29,180			2,207,400			​	25,473		​	2,151,403
Steven K. Young			0			0			0			0			7,519			568,732				5,766			498,015
James E. Rogers			920,683			19,090,419			1,199,512			12,008,903			125,086			9,245,213
Dhiaa M. Jamil																					​	19,378		​	1,668,425
Marc E. Manly			0			0			0			0			29,235			2,211,189				21,733			1,877,409
Dhiaa M. Jamil			0			0			0			0			25,225			1,910,084
Lloyd M. Yates			0			0			0			0			16,586			1,148,918			​	12,339		​	925,525
​																				​	​	​	​	​	​	​

(1)

Effective on January 2, 2007, Duke Energy spun off its natural gas businesses to form Spectra Energy. Effective with the spinoff, equitable adjustments were made with respect to then-outstanding stock options and outstanding equity awards relating to Duke Energy common stock. All such awards were adjusted into two separate awards, one relating to Duke Energy common stock and one relating to Spectra Energy common stock. Other than Mr. Rogers' option exercises listed above, no other named executive officer held or exercised Spectra Energy stock options or equity awards in 2013.

(2)

The value realized upon exercise was calculated based on the closing price of a share of Duke Energy or Spectra Energy common stock on the date of option exercise.

(3)

Includes vested restricted stock units and performance shares covering the 2011-20132012-2014 performance period for all executives, as well as Mr. Rogers' annual performance shares for 2013.named executive officers. The Compensation Committee certified the achievement of the applicable performance measures for the performance share cycles ending in 20132014 on February 25, 2014.

(4)

2015.

(2)

The value realized upon vesting of stock awards was calculated based on the closing price of a share of Duke Energy common stock on the respective vesting date and includes the following cash payments for dividend equivalents on earned performance shares: Ms. Good: $189,458;$138,637; Mr. Young: $48,751;$35,852; Mr. Rogers: $614,189;Jamil: $118,343; and Mr. Manly: $189,458; and Mr. Jamil: $165,772.$135,246. The value realized upon the vesting of the performance shares for Mr. Yates includes reinvested dividends through the fourth quarter of 2013.2014. Dividend equivalents for the first quarter of 20142015 are not included above but were paid due to the fact that the vested performance shares were not distributed until after the certification of performance results on February 25, 2014.

2015.

PENSION BENEFITS

Name		Plan Name		Number of Years Credited Service (#)(1)			Present Value of Accumulated Benefit ($)			Payments During Last Fiscal Year ($)
Lynn J. Good		Duke Energy Retirement Cash Balance Plan			10.67			183,242			0
Lynn J. Good		Duke Energy Corporation Executive Cash Balance Plan			10.67			4,983,188			0
Steven K. Young		Duke Energy Retirement Cash Balance Plan			33.51			531,024			0
Steven K. Young		Duke Energy Corporation Executive Cash Balance Plan			33.51			467,892			0
James E. Rogers		Duke Energy Retirement Cash Balance Plan			16.77			580,826			0
Marc E. Manly		Duke Energy Retirement Cash Balance Plan			11.17			448,826			0
Marc E. Manly		Duke Energy Corporation Executive Cash Balance Plan			11.17			8,664,381			0
Dhiaa M. Jamil		Duke Energy Retirement Cash Balance Plan			32.34			561,059			0
Dhiaa M. Jamil		Duke Energy Corporation Executive Cash Balance Plan			32.34			646,610			0
Lloyd M. Yates		Progress Energy Pension Plan			15.03			328,415			0
Lloyd M. Yates		Duke Energy Corporation Executive Cash Balance Plan			15.03			2,721,734			0

(1)

Mr. Rogers' credited service is frozen as of April 3, 2006, which is the date of the merger of Duke Energy and Cinergy Corp.

Name		Plan Name		Number of Years Credited Service (#)			Present Value of Accumulated Benefit ($)			Payments During Last Fiscal Year ($)
​	​	​	​	​	​	​	​	​	​	​	​	​
Lynn J. Good		Duke Energy Retirement Cash Balance Plan		​	11.67		​	220,031		​	0
Lynn J. Good		Duke Energy Corporation Executive Cash Balance Plan			11.67			5,303,604			0
Steven K. Young		Duke Energy Retirement Cash Balance Plan		​	34.51		​	594,203		​	0
Steven K. Young		Duke Energy Corporation Executive Cash Balance Plan			34.51			562,575			0
Dhiaa M. Jamil		Duke Energy Retirement Cash Balance Plan		​	33.34		​	622,824		​	0
Dhiaa M. Jamil		Duke Energy Corporation Executive Cash Balance Plan			33.34			794,028			0
Marc E. Manly		Duke Energy Retirement Cash Balance Plan		​	12.17		​	523,998		​	0
Marc E. Manly		Duke Energy Corporation Executive Cash Balance Plan			12.17			9,107,106			0
Lloyd M. Yates		Progress Energy Pension Plan		​	16.03		​	399,750		​	0
Lloyd M. Yates		Duke Energy Corporation Executive Cash Balance Plan			16.03			3,688,472			0
​	​	​	​	​	​	​	​	​	​	​	​	​

Duke Energy provides pension benefits that are intended to assist its retirees with their retirement income needs. A more detailed description of the plans that comprise Duke Energy's pension program follows.

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EXECUTIVE COMPENSATION

Duke Energy Retirement Cash Balance Plan

Ms. Good and Messrs. Young, Jamil and Manly actively participate in the Duke Energy Retirement Cash Balance Plan ("RCBP"), which is a noncontributory, defined benefit retirement plan that is intended to satisfy the requirements for qualification under Section 401(a) of the Internal Revenue Code. The RCBP generally covers employees of Duke Energy and affiliates, with certain exceptions for individuals previously employed with Progress Energy and who are covered under the Progress Plan (described below). and for individuals employed or re-employed on or after January 1, 2014. The RCBP currently provides benefits under a "cash balance account" formula (described below are certain prior plan formulas). Ms. Good and Messrs. Young, Jamil and Manly have satisfied the eligibility requirements to receive his or her RCBP account benefit upon termination of employment. The RCBP benefit is payable in the form of a lump sum in the amount credited to a hypothetical account at the time of benefit commencement. Payment is also available in annuity forms based on the actuarial equivalent of the account balance.

The amount credited to the hypothetical account is increased with monthly pay credits equal to (i) for participants with combined age and service of less than 35 points, 4% of eligible monthly compensation, (ii) for participants with combined age and service of 35 to 49 points, 5% of eligible monthly compensation, (iii) for participants with combined age and service of 50 to 64 points, 6% of eligible monthly compensation and (iv) for participants with combined age and service of 65 or more points, 7% of eligible monthly compensation. If the participant earns more than the Social Security wage base, the account is credited with additional pay credits equal to 4% of eligible compensation above the Social Security wage base. Interest credits are credited monthly. The interest rate for benefits accrued after 2012 is based on an annual interest factor of 4% and for benefits accrued before 2013 is based generally on the annual yield on the 30-year Treasury rate (determined quarterly), subject to a minimum of 4% and a maximum of 9%.

For the RCBP, eligible monthly compensation is equal to Form W-2 wages, plus elective deferrals under a 401(k), cafeteria, or 132(f) transportation plan, and deferrals under the Executive Savings Plan. Compensation does not include severance pay (including vacation bank time and payment for unused vacation), expense reimbursements, allowances, cash or noncash fringe benefits, moving expenses, bonuses for performance periods in excess of one year, transition pay, LTI compensation (including income resulting from any stock-based awards such as stock options, stock appreciation rights, restricted stock units or restricted stock), military leave of absence pay (including differential wage payments) and other compensation items to the extent described as not included for purposes of benefit plans or the RCBP. The benefit under the RCBP is limited by maximum benefits and compensation limits under the Internal Revenue Code.

Effective at the end of 2012, the Cinergy Corp. Non-Union Employees' Pension Plan ("Cinergy Plan") was merged into the RCBP. The balances that Ms. Good and Mr. Manly had under the Cinergy Plan's "cash balance account" formula at the end of 2012 were credited to their hypothetical accounts under the RCBP. Prior to 2011, the Cinergy Plan also provided benefits under the Traditional Program formula, which provides benefits based on service and final average monthly pay. After 2010, all non-union participants in the Traditional Program formula, including Mr. Manly, were moved into the Cinergy Plan's cash balance account formula with the retention of a frozen accrued benefit under the Traditional Program (i.ie..e., the benefit is not increased for service and pay after 2010). Mr. Rogers has an accrued benefit under the Traditional Program, but his benefit was "frozen" on April 3, 2006 (i.e., it is not increased by Mr. Rogers' service and pay after April 3, 2006). Ms. Good has always participated in the Cinergy Plan's cash balance account formula.

Under the Cinergy Plan's Traditional Program, in which Mr. Rogers participated prior to April 3, 2006, and in which Mr. Manly participated prior to 2011, each participant earns a benefit under a final average pay formula, which calculates pension benefits based on a participant's "highest average earnings" and years of plan participation. The Traditional Program benefit is payable following normal retirement at age 65, following early retirement at or after age 50 with three or more years of service (with reduction in the life annuity for commencement before age 62 in accordance with prescribed factors) and at or after age 55 with combined age and service of 85 points (with no reduction in the life annuity for commencement before normal retirement age). Mr. Rogers is eligible for an unreduced retirement benefit. Mr. Manly is eligible for an early retirement benefit, the amount of which would not be reduced for early commencement. Payment is available in a variety of annuity forms.

The Traditional Program benefit formula is the sum of (a), (b), and (c), where (a) is 1.1% of final average monthly pay ("FAP") times years of participation (up to a maximum of 35 years); where (b) is 0.5% times FAP in excess of monthly Social Security covered compensation times years of participation (up to a maximum of 35 years); and where (c) is 1.55% of FAP times years of participation in excess of 35. The benefit under the Traditional Program will not be less than the minimum formula, which is the sum of (x) and (y), where (x) is the lesser of (i) 1.12% of FAP times years of participation (up to a maximum of 35 years) plus 0.5% times FAP in excess of monthly Social Security covered compensation times years of participation (up to a maximum of 35 years) or (ii) 1.163% of FAP times years of participation (up to a maximum of 35 years); and where (y) is 1.492% of FAP times years of participation over 35 years. Social Security covered compensation is the average of the Social Security wage bases during the 35 calendar years ending in the year the participant reaches Social Security retirement age.

FAP is the average of the participant's total pay during the three consecutive years of highest pay from the last 10 years of participation. This is determined using the three consecutive calendar years or last 36 months of participation that yield the

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EXECUTIVE COMPENSATION

highest FAP (determined without including banked vacation). For Mr. Manly and other similarly situated participants, banked vacation as of December 31, 2010 (or, if less, at retirement) is then added to this amount to obtain the FAP. Mr. Manly's FAP

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was frozen on December 31, 2010, and will not be increased by compensation received thereafter.

Total pay under the Traditional Program includes base salary or wages, overtime pay, shift premiums, work schedule recognition pay, holiday premiums, unused bankedretirement bank vacation pay, performance lump-sum pay, annual incentive plan awards and annual performance cash awards. Total pay does not include reimbursements or other expense allowances, imputed income, fringe benefits, moving and relocation expenses, deferred compensation, welfare benefits, long-term performance awards and executive individual incentive awards. The benefit under the Traditional Program is limited by maximum benefits and compensation limits under the Internal Revenue Code.

Duke Energy Corporation Executive Cash Balance Plan

Messrs. Young, Jamil and Yates actively participate in the Duke Energy Corporation Executive Cash Balance Plan ("ECBP"), which is a noncontributory, defined benefit retirement plan that is not intended to satisfy the requirements for qualification under Section 401(a) of the Internal Revenue Code. Benefits earned under the ECBP are attributable to (i) compensation in excess of the annual compensation limit ($260,000265,000 for 2014)2015) under the Internal Revenue Code that applies to the determination of pay credits under the RCBP and Progress Plan; (ii) restoration of benefits in excess of a defined benefit plan maximum annual benefit limit ($210,000 for 2014)2015) under the Internal Revenue Code that applies to the RCBP and Progress Plan; and (iii) supplemental benefits granted to a particular participant. Generally, benefits earned under the RCBP, Progress Plan and the ECBP vest upon completion of three years of service, and, with certain exceptions, vested benefits generally become payable upon termination of employment with Duke Energy.

Amounts were credited to an account established for Ms. Good and Mr. Manly under the ECBP pursuant to an amendment to each of their prior employment agreements that was negotiated in connection with the merger of Cinergy Corp. and Duke Energy. Ms. Good and Mr. Manly will not earn any additional benefits under any nonqualified defined benefit plan (other than future interest credits under the ECBP) unless and until they continueshe continues employment with Duke Energy past age 62. Mr. Manly's account under the ECBP began receiving interest credits when it was established and began earning additional benefits (pay credits) when he attained age 62 in 2014.

Effective as of July 2, 2012 (i.e.,the closing of the Duke Energy/Progress Energy merger), the portion of the Supplemental Senior Executive Retirement Plan of Progress Energy, Inc. ("Progress Energy Supplemental Plan") relating to the ten10 active participants in the Progress Energy Supplemental Plan, including Mr. Yates, was merged into the ECBP, resulting in the nonqualified retirement benefits that were originally to be provided to the Progress Energy participants under the Progress Energy Supplemental Plan, to be instead provided pursuant to the ECBP. The ECBP provides that Mr. Yates will participate in the ECBP and, subject to the terms and conditions of the ECBP, be entitled to nonqualified retirement benefits equal to the greater of:

•

The sum of (i) the accrued benefit under the Progress Energy Supplemental Plan frozen as of July 2, 2012 (based on applicable service and compensation earned prior to July 2, 2012),; and (ii) future benefits under the ECBP with respect to service and compensation levels following July 2, 2012; or

•

The benefits earned under the Progress Energy Supplemental Plan, as increased by post-July 2, 2012, service and cost of living adjustments.

Mr. Yates participates in the Progress Energy Supplemental Plan formula of the ECBP and is fully vested in his benefit. Payments attributable to the Progress Energy Supplemental Plan formula generally are made in the form of an annuity, payable at age 65. The monthly payment is calculated using a formula that equates to 4% per year of service (capped at 62%) multiplied by the average monthly eligible pay (annual base salary and annual cash incentive award) for the highest completed 36 months of eligible pay within the preceding 120-month period. Benefits under the Progress Energy Supplemental Plan formula are fully offset by Social Security benefits and by benefits paid under the Progress Plan. An executive officer who is age 55 or older with at least 15 years of service may elect to retire prior to age 65 and his or her benefit generally will commence within 60 days of the first calendar month following retirement. The early retirement benefit will be reduced by 2.5% for each year the participant receives the benefit prior to reaching age 65. All service with Duke Energy and its affiliates is treated as eligible service for purposes of meeting the Progress Energy Supplemental Plan's eligibility requirements.

Progress Energy Pension Plan

Mr. Yates participates in the Progress Energy Pension Plan ("Progress Plan"), which is a noncontributory defined benefit pension plan sponsored by Progress Energy for eligible non-bargaining employees. The Progress Plan is a "cash balance" defined benefit plan. After 2013, the Progress Plan provides for cash balance benefits under the same formula as the RCBP. Prior to 2014, pay credits ranged from 3% to 7% depending on the participant's age at the beginning of each

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plan year, plus an additional similar credit on eligible pay above 80% of the Social Security wage base. Interest credits for benefits accrued before

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2014 are based on an annual interest credit rate of 4% and are added to cash balance accounts on December 31 of each year based on account balances as of January 1. Generally, employees become vested under the Progress Plan on the earlier of the date they complete three years of vesting service or the date they reach normal retirement age, which is age 65, while employed. At benefit commencement, an employee has several lump sumlump-sum and annuity payment options.

Present Value Assumptions

Because the pension amounts shown in the Pension Benefits Table are the present values of current accrued retirement benefits, numerous assumptions must be applied. The values are based on the same assumptions as used in our Annual Report, except as required by applicable SEC rules. Such assumptions include a 4.7%4.1% discount rate and an interest crediting rate of 4.5%4.25% for Duke Energy cash balance accounts for benefits accrued before 2013 and 4% for benefits accrued after 2012 and 4% for the Progress Plan cash balance accounts. Cash balance accounts are assumed to be paid in the form of a lump sum. Annuity benefits are assumed to be paid in the form of either (i) a single life annuity or (ii) a 50% joint and survivor annuity. The post-retirement mortality assumption is consistent with that used in our Annual Report.Duke Energy's Form 10-K. Benefits are assumed to commence at age 62 for Ms. Good and Messrs. Rogers andMr. Manly and at age 65 for Messrs. Young, Jamil and Yates, or the named executive officer's current age (if later), and each named executive officer is assumed to remain employed until that age.

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EXECUTIVE COMPENSATION

NONQUALIFIED DEFERRED COMPENSATION

Name		Executive Contributions in Last FY ($)(1)			Registrant Contributions in Last FY ($)(2)			Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last FYE ($)(5)				Executive Contributions in Last FY ($)(1)			Registrant Contributions in Last FY ($)(2)			Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last FYE ($)(3)
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Lynn J. Good			74,333			79,354			88,320			0			715,661			​	132,000		​	122,605		​	48,984		​	0		​	1,019,250
Duke Energy Corporation Executive Savings Plan
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Steven K. Young			14,731			20,099			104,117			0			521,271			​	27,762		​	32,476		​	48,468		​	0		​	629,977
Duke Energy Corporation Executive Savings Plan
James E. Rogers			0			0			2,289,395			0			12,036,372
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Dhiaa M. Jamil																		​	96,909		​	55,083		​	145,790		​	0		​	2,214,125
Duke Energy Corporation Executive Savings Plan
Deferred Compensation Agreement			0			0			664,928	(3)		(801,000	)(4)		4,464,514	(6)
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Marc E. Manly			65,655			58,270			403,445			0			1,940,041			​	141,654		​	50,055		​	114,341		​	0		​	2,246,091
Duke Energy Corporation Executive Savings Plan
Dhiaa M. Jamil			105,610			56,180			278,269			0			1,916,343
Duke Energy Corporation Executive Savings Plan
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lloyd M. Yates			28,083			19,588			139,106			0			1,030,716			​	74,066		​	1,015,418		​	208,608		​	0		​	2,328,808
Duke Energy Corporation Executive Savings Plan
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

Includes $74,333, $4,098, $36,000,$132,000, $16,062, $60,000 and $28,083$46,867, of salary deferrals credited to the plan in 20132014 on behalf of Ms. Good and Messrs. Young, Manly and Yates, respectively, which are included in the salary column of the Summary Compensation Table. Includes $10,634, $29,655,$11,700, $96,909, $81,654 and $105,610$27,199, of short-term incentive deferrals earned in 20132014 and credited to the plan in 20142015 on behalf of Messrs. Young, Jamil, Manly and Jamil.

Yates.

(2)

Reflects make-whole matching contribution credits made under the Executive Savings Plan on behalf of Ms. Good and Messrs. Young, Jamil and Manly, which are reported in the All Other Compensation column of the Summary Compensation Table.

(3)

Includes above-market interest Mr. Yates' value reflects his make-whole matching contribution credit of $311,187 for Mr. Rogers as reported in footnote 4$49,378 plus a contribution equal to the Summary Compensation Table on page 52.

(4)

Reflects a payment topayout of Mr. Rogers pursuant to the termsYates' July 9, 2012, retention agreement of the Deferred Compensation Agreement that he entered into with PSI Energy, Inc. (subsequently renamed Duke Energy Indiana, Inc.) on December 16, 1992.

(5)

$1,000,000 (less applicable taxes).

(3)

The aggregate balance as of December 31, 2013,2014, for each named executive officer includes the following aggregate amount of prior deferrals of base salary, short-term incentives and long-term incentives, as well as employer matching contributions, and nonqualified deferred compensation earnings, that were previously earned and reported as compensation on the Summary Compensation Table for the years 2006 through 2012:2013: (i) Ms. Good – $469,221;$622,908; (ii) Mr. RogersYoung – $2,021,836;$34,830; (iii) Mr. Jamil – $498,893; (iv) Mr. Manly – $1,238,262;$1,362,187 and (iv)(v) Mr. JamilYates – $337,103.$47,670. These amounts have since been adjusted, pursuant to the terms of the Executive Savings Plan for investment performance (e.g.,i.e., earnings and losses), deferrals, contributions and distributions. The aggregate balance as of December 31, 20132014, also includes amounts earned in 20132014 but credited to the plan in 2014,2015, including the amounts described in footnotes 1 and 2 above.

(6)

Reflects Mr. Rogers' accrued benefit under the Deferred Compensation Agreement that he entered into with PSI Energy, Inc. (subsequently renamed Duke Energy Indiana, Inc.) on December 16, 1992.

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EXECUTIVE COMPENSATION

Duke Energy Corporation Executive Savings Plan

Under the Executive Savings Plan, participants can elect to defer a portion of their base salary and short-term incentive compensation. Prior to 2013, participants could also defer certain LTI compensation (other than stock options). Participants also receive a company matching contribution in excess of the contribution limits prescribed by the Internal Revenue Code under the Duke Energy Retirement Savings Plan, which is the 401(k) plan in which the named executive officers participate.*

In general, payments are made following termination of employment or death in the form of a lump sum or installments, as selected by the participant. Participants may direct the deemed investment of base salary deferrals, STI deferrals and matching contributions among investment options available under the Duke Energy Retirement Savings Plan, including the Duke Energy Common Stock Fund. Participants may change their investment elections on a daily basis. Deferrals of equity awards are credited with earnings and losses based on the performance of the Duke Energy Common Stock Fund. The benefits payable under the plan are unfunded and subject to the claims of Duke Energy's creditors.

Mr. Yates previously participated in the Progress Energy, Inc. Management Deferred Compensation Plan ("MDCP"), the Progress Energy, Inc. Management Incentive Compensation Plan ("MICP") and the Progress Energy, Inc. Performance Share Sub-Plan ("PSSP"), each of which permitted voluntary deferrals and was merged with and into the Executive Savings Plan effective as of the end of 2013. In addition to voluntary deferrals, the MDCP also provided for employer contributions of 6% of base salary over the limits prescribed by the Internal Revenue Code under the Progress Energy 401(k) Savings and Stock Ownership Plan. With respect to the plans that were merged into the Executive Savings Plan, participants are entitled to the same benefits, distribution timing and forms of benefit that were provided by the MDCP, MICP and PSSP immediately prior to January 1, 2014. These pre-2014 benefits generally are payable following termination of employment, or in certain cases on a date previously specified by the participant, in the form of a lump sum or installments, as selected by the participant.

Deferred Compensation Agreement for Mr. Rogers

In 1992, PSI Energy, Inc. (subsequently renamed Duke Energy Indiana, Inc.) entered into a deferred compensation agreement with Mr. Rogers. Except for earnings on amounts previously deferred, Mr. Rogers did not accrue any additional benefits under this agreement in 2013. The agreement provides Mr. Rogers with the right to receive two 15-year annual cash benefits. The two annual cash payments, in the amount of $554,000 and $247,000, respectively, commenced in 2010. The deferred payments accrue interest at an annual rate of 17.5%. The benefits payable under the agreement are unfunded and subject to the claims of Duke Energy's creditors.

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*

The Duke Energy Retirement Savings Plan is a tax-qualified "401(k) plan" that provides a means for employees to save for retirement on a tax-favored basis and to receive an employer matching contribution. The employer matching contribution is equal to 100% of the named executive officer's before-tax and Roth 401(k) contributions (excluding "catch-up" contributions) with respect to 6% of eligible pay. For this purpose, "eligible pay" includes base salary and STI compensation. Earnings on amounts credited to the Duke Energy Retirement Savings Plan are determined based on the performance of investment funds (including a Duke Energy Common Stock Fund) selected by each participant. Effective as of the close of business on December 31, 2013, the 401(k) plan in which Mr. Yates previously participated (i.e.,the Progress Energy 401(k) Savings and Stock Ownership Plan) was merged with and into the Duke Energy Retirement Savings Plan, at which time Mr. Yates began to participate in the Duke Energy Retirement Savings Plan.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Under certain circumstances, each named executive officer*officer would be entitled to compensation in the event his or her employment terminates or upon a change in control. The amount of the compensation is contingent upon a variety of factors, including the circumstances under which he or she terminates employment. The relevant agreements that each named executive officer has entered into with Duke Energy are described below, followed by a table that quantifies the amount that would become payable to each named executive officer as a result of his or her termination of employment.

The amounts shown assume that such termination was effective as of December 31, 2013,2014, and are merely estimates of the amounts that would be paid to the named executive officers upon their termination. The actual amounts to be paid can only be determined at the time of such named executive officer's termination of employment.

The table shown below does not include certain amounts that have been earned and that are payable without regard to the named executive officer's termination of employment. Such amounts, however, are described immediately following the table.

Under each of the compensation arrangements described below for Messrs. Young, Jamil, Manly and Jamil,Yates, "change in control" generally means the occurrence of one of the following: (a)(i) the date any person or group becomes the beneficial owner of 30% or more of the combined voting power of Duke Energy's then outstanding securities; (b)(ii) during any period of two consecutive years, the directors serving at the beginning of such period or who are elected thereafter with the support of not less than²/3 of those directors cease for any reason other than death, disability or retirement to constitute at least a majority thereof; (c)(iii) the consummation of a merger, consolidation, reorganization or similar corporate transaction, which has been approved by the shareholders of Duke Energy, regardless of whether Duke Energy is the surviving company, unless Duke Energy's outstanding voting securities immediately prior to the transaction continue to represent at least 50% of the combined voting power of the outstanding voting securities of the surviving entity immediately after the transaction; (d)(iv) the consummation of a sale of all or substantially all of the assets of Duke Energy or a complete liquidation or dissolution, which has been approved by the shareholders of Duke Energy; or (e)(v) under certain arrangements, the date of any other event that the Board of Directors determines should constitute a change in control.

Employment Agreement with Ms. Good

Effective July 1, 2013, Duke Energy entered into an employment agreement with Ms. Good that contains a three-year initial term and automatically renews for additional one-year periods at the end of the initial term unless either party provides 120 daysdays' advance notice. In the event of a change in control of Duke Energy, the term automatically extends to a period of two years. Upon a termination of Ms. Good's employment by Duke Energy without "cause" or by Ms. Good for "good reason" (each as defined below), the following severance payments and benefits would be payable: (a)(i) a lump-sum payment equal to a pro-ratapro rata amount of her annual bonus for the portion of the year that the termination of employment occurs during which she was employed, determined based on the actual achievement of performance goals; (b)(ii) a lump-sum payment equal to 2.99 times the sum of her annual base salary and target annual bonus opportunity; (c)(iii) continued access to medical and dental benefits for 2.99 years, with monthly amounts relating to Duke Energy's portion of the costs of such coverage paid by Duke Energy (reduced by coverage provided by future employers, if any) and a lump-sum payment equal to the cost of basic life insurance coverage for 2.99 years; (d)(iv) one year of outplacement services; (e)(v) if termination occurs within 30 days prior to, or two years after a change in control of Duke Energy, vesting in unvested retirement plan benefits that would have vested during the two years following the change in control and a lump-sum payment equal to the maximum contributions and allocations that would have been made or allocated if she had remained employed for an additional 2.99 years; and (f)(vi) 2.99 additional years of vesting with respect to equity awards and an extended period to exercise outstanding vested stock options following termination of employment.

Ms. Good is not entitled to any form of tax gross-up in connection with Sections 280G and 4999 of the Internal Revenue Code. Instead, in the event that the severance payments or benefits otherwise would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code), the amount of payments or benefits would be reduced to the maximum level that would not result in an excise tax under Section 4999 of the Internal Revenue Code if such reduction would cause Ms. Good to retain an after-tax amount in excess of what would be retained if no reduction were made.

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*

The compensation payable to Mr. Rogers upon his retirement from Duke Energy, effective December 31, 2013, is summarized under the sub-heading "Retirement of Mr. Rogers" on page 66.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Under Ms. Good's employment agreement, "cause" generally means, unless cured within 30 days, (a)(i) a material failure by Ms. Good to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with her position; (b)(ii) the final conviction of Ms. Good of a felony or crime involving moral turpitude; (c)(iii) an egregious act of dishonesty by Ms. Good in connection with employment, or a malicious action by Ms. Good toward the customers or employees of Duke Energy; (d)(iv) a material breach by Ms. Good of Duke Energy's Code of Business Ethics; or (e)(v) the failure of Ms. Good to cooperate fully with governmental investigations

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

involving Duke Energy. "Good reason," for this purpose, generally means, unless cured within 30 days: (a)days, (i) a material reduction in Ms. Good's annual base salary or target annual bonus (exclusive of any across the boardacross-the-board reduction similarly affecting substantially all similarly situated employees); or (b)(ii) a material diminution in Ms. Good's positions (including status, offices, titles and reporting relationships), authority, duties or responsibilities or any failure by the Board of Directors to nominatere-election Ms. Good for reelectionre-election as a member of the Board of Directors.

Ms. Good's employment agreement contains restrictive covenants related to confidentiality, mutual nondisparagement, noncompetition and nonsolicitation obligations. The noncompetition and nonsolicitation obligations survive for two years following her termination of employment.

Severance Protection for Mr. Yates

In connection with the merger with Progress Energy, Duke Energy assumed the MCICP, which provides the following severance protection to Mr. Yates in the event that, within two years of a change in control of Progress Energy (which included its merger with Duke Energy), there is an involuntary termination of the participant's employment without "cause" (as defined in the MCICP) or the participant voluntarily terminates employment for "good reason" (as defined in the MCICP): (a) 300% of base salary and the greater of the participant's average STI payment over the prior three years or his target STI payment; (b) up to three years of continued health and welfare benefits; (c) 100% of the participant's target short-term incentive for the year of the termination; (d) full vesting of outstanding stock awards; and (e) the participant shall be deemed to have met the minimum service requirements under the Progress Energy Supplemental Senior Executive Retirement Plan. The MCICP also provides a gross-up for golden parachute excise taxes. Duke Energy does not provide excise tax gross-ups for severance benefits provided under the Change in Control Agreements or under the Executive Severance Plan, but as a result of the Progress Energy merger, we assumed the MCICP, which was adopted by Progress Energy prior to the merger and which provides golden parachute tax gross-up payments under certain circumstances. These severance benefits are subject to compliance with noncompetition and nonsolicitation restrictions. This plan will terminate pursuant to its terms on July 2, 2014, which is the second anniversary of the merger of Duke Energy and Progress Energy.

Other Named Executive Officers

Duke Energy entered into a Change in Control Agreement with Mr. Young effective as of July 1, 2005, with Mr. Manly effective as of April 4, 2006, and with Mr. Jamil effective as of February 26, 2008, all of which were amended and restated effective as of August 26, 2008, and subsequently amended effective as of January 8, 2011. Duke Energy entered into a Change in Control Agreement with Mr. Yates effective as of July 3, 2014. The agreements have an initial term of two years commencing as of the original effective date, after which the agreements automatically extend, unless six months' prior written notice is provided, on a month-to-month basis.

The Change in Control Agreements provide for payments and benefits to the executive in the event of termination of employment within two years after a "change in control" by Duke Energy without "cause" or by the executive for "good reason" (each as defined below) as follows: (a)(i) a lump-sum cash payment equal to a pro-ratapro rata amount of the executive's target bonus for the year in which the termination occurs; (b)(ii) a lump-sum cash payment equal to two times the sum of the executive's annual base salary and target annual bonus opportunity in effect immediately prior to termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting "good reason"; (c)(iii) continued medical, dental and basic life insurance coverage for a two-year period or a lump-sum cash payment of equivalent value (reduced by coverage obtained by subsequent employers); and (d)(iv) a lump-sum cash payment of the amount Duke Energy would have allocated or contributed to the executive's qualified and nonqualified defined benefit pension plan and defined contribution savings plan accounts during the two years following the termination date, plus the unvested portion, if any, of the executive's accounts as of the date of termination that would have vested during the remaining term of the agreement. If the executive would have become eligible for normal retirement at age 65 within the two-year period following termination, the two times multiple or two-year period mentioned above will be reduced to the period from the termination date to the executive's normal retirement date. The agreements also provide for enhanced benefits (i.e., two years of additional vesting) with respect to equity awards.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Under the Change in Control Agreements, each named executive officer also is entitled to reimbursement of up to $50,000 for the cost of certain legal fees incurred in connection with claims under the agreements. In the event that any of the payments or benefits provided for in the Change in Control Agreement otherwise would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code), the amount of payments or benefits would be reduced to the maximum level that would not result in excise tax under Section 4999 of the Internal Revenue Code if such reduction would cause the executive to retain an after-tax amount in excess of what would be retained if no reduction were made. In the event a named executive officer becomes entitled to payments and benefits under a Change in Control Agreement, he would be subject to a one-year noncompetition and nonsolicitation provision from the date of termination, in addition to certain confidentiality and cooperation provisions.

The Executive Severance Plan provides certain executives, including Messrs. Young, Jamil, Manly and Jamil,Yates, with severance payments and benefits upon a termination of employment under certain circumstances. Pursuant to the terms of the Executive Severance Plan, "Tier I Participants," which include Duke Energy's eligible named executive officers, would be entitled, subject to the execution of a waiver and release of claims, to the following payments and benefits in the event of a termination of employment by (a) Duke Energy without "cause" (as defined below) or (b) the participant for "good reason" (as defined below): (1)(i) a lump-sum payment equal to a pro-ratapro rata amount of the participant's annual bonus for the year that the termination of employment occurs, determined based on the actual achievement of performance goals under the applicable performance-based bonus plan; (2)(ii) a lump-sum payment equal to two times the sum of the participant's annual base salary and target annual bonus opportunity in effect immediately prior to termination of employment or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting "good reason"; (3)(iii) continued access to medical and dental insurance for a two-year period following termination of employment, with monthly amounts relating to Duke Energy's portion of the costs of such coverage paid to the participant by Duke Energy (reduced by coverage provided to the participant by future employers, if any) and a lump-sum payment equal to the cost of two years of basic life insurance coverage; (4)(iv) one year of outplacement services; and (5)(v) two additional years of vesting with respect to equity awards and an extended period to exercise outstanding vested stock options following termination of employment.

The Executive Severance Plan also provides that, in the event any of the payments or benefits provided for in the Executive

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Severance Plan otherwise would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code), the amount of payments or benefits would be reduced to the maximum level that would not result in an excise tax under Section 4999 of the Internal Revenue Code if such reduction would cause the executive to retain an after-tax amount in excess of what would be retained if no reduction were made. In the event a participant becomes entitled to payments and benefits under the Executive Severance Plan, he or she would be subject to certain restrictive covenants, including those related to noncompetition, nonsolicitation and confidentiality.

Duke Energy has the right to terminate any participant's participation in the Executive Severance Plan but must provide the participant with one yearyear's notice and the participant would continue to be eligible for all severance payments and benefits under the Executive Severance Plan during the notice period. Any employee who is eligible for severance payments and benefits under a separate agreement or plan maintained by Duke Energy (such as a Change of Control Agreement) would receive compensation and benefits under such other agreement or plan (and not the Executive Severance Plan).

For purposes of the Change in Control Agreements and the Executive Severance Plan, "cause" generally means, unless cured within 30 days, (a)(i) a material failure by the executive to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the executive's position; (b)(ii) the final conviction of the executive of a felony or crime involving moral turpitude; (c)(iii) an egregious act of dishonesty by the executive in connection with employment, or a malicious action by the executive toward the customers or employees of Duke Energy; (d)(iv) a material breach by the executive of Duke Energy's Code of Business Ethics; or (e)(v) the failure of the executive to cooperate fully with governmental investigations involving Duke Energy. "Good reason," for this purpose, generally means: (a)means (i) a material reduction in the executive's annual base salary or target annual bonus as in effect either immediately prior to the change in control or the termination under the Executive Severance Plan (exclusive of any across-the-board reduction similarly affecting substantially all similarly situated employees); or (b)(ii) a material diminution in the participant's positions (including status, offices, titles and reporting relationships), authority, duties or responsibilities as in effect either immediately prior to the change in control or immediately prior to a Tier I participant's termination of employment under the Executive Severance Plan.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Equity Awards – Consequences of Termination of Employment

As described above, each year Duke Energy grants long-term incentives to its executive officers, and the terms of these awards vary somewhat from year to year. The following table summarizes the consequences under Duke Energy's LTI award agreements, without giving effect to Ms. Good's employment agreement, the Change in Control Agreements or the Executive Severance Plan or the MCICP described above, that would generally occur with respect to outstanding equity awards in the event of the termination of employment of Ms. Good and Messrs. Young, Jamil, Manly Jamil and Yates.

Event		Consequences
			​	​	​
Voluntary termination or involuntary termination (retirement-eligible)		Restricted Stock Units – awards granted prior to 2013 continue to vest, prorated portion of other awards vests Performance Shares – prorated portion of award vests based on actual performance
Voluntary termination (not retirement-eligible)		Restricted Stock Units and Performance Shares – the executive's right to unvested portion of award terminates immediately
Involuntary termination after a CIC		Restricted Stock Units – immediate vesting Performance Shares – see impact of change in control below
Death or Disability		Restricted Stock Units – immediate vesting Performance Shares – prorated portion of award vests based on actual performance*performance
Change in Control		Restricted Stock Units – no impact absent termination of employment
		Performance Shares – prorated portion of award vests based on target performance
​	​	​

*

Notwithstanding the above, the performance shares granted by Progress Energy for the 2012 -2014 performance period contain the following rules in the event of death: If there are six or more months remaining in the performance period, a prorated portion of the target award is paid. If there are fewer than six months remaining in the performance period, the full award is paid based on actual performance.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION OR
A CHANGE IN CONTROL ("CIC")

Name and Triggering Event	Name and Triggering Event			Cash Severance Payment ($)(1)			Incremental Retirement Plan Benefit ($)(2)			Welfare and Other Benefits ($)(3)			Stock Awards ($)(4)			Name and Triggering Event			Cash Severance Payment ($)(1)			Incremental Retirement Plan Benefit ($)(2)			Welfare and Other Benefits ($)(3)			Stock Awards ($)(4)
​																​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lynn J. Good	Lynn J. Good															Lynn J. Good			​			​			​			​
•		Voluntary termination without good reason			0			0			0			0			Voluntary termination without good reason			0			0			0			4,895,973
•		Involuntary or good reason termination under Employment Agreement			8,073,000			0			54,573			5,289,695			Involuntary or good reason termination under Employment Agreement		​	8,073,000		​	0		​	55,901		​	11,136,277
•		Involuntary or good reason termination after a CIC			8,073,000			556,390			54,573			4,989,325			Involuntary or good reason termination after a CIC			8,073,000			560,460			55,901			10,615,509
•		Death or Disability			0			0			0			3,093,902			Death or Disability		​	0		​	0		​	0		​	6,741,325
​																​			​	​	​		​	​	​	​	​	​	​	​
Steven K. Young	Steven K. Young															Steven K. Young
•		Voluntary termination without good reason			0			0			0			414,712			Voluntary termination without good reason		​	0		​	0		​	0		​	606,518
•		Involuntary or good reason termination under Executive Severance Plan			1,785,000			0			36,504			757,327			Involuntary or good reason termination under Executive Severance Plan			1,980,000			0			25,628			1,445,471
•		Involuntary or good reason termination after a CIC			1,785,000			293,950			36,504			712,324			Involuntary or good reason termination after a CIC		​	1,980,000		​	326,980		​	28,144		​	1,368,627
•		Death or Disability			0			0			0			481,217			Death or Disability			0			0			0			851,007
​																​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Dhiaa M. Jamil																Dhiaa M. Jamil			​			​			​			​
•																	Voluntary termination without good reason			0			0			0			1,619,323
•																	Involuntary or good reason termination under Executive Severance Plan		​	2,340,000		​	0		​	32,290		​	3,352,037
•																	Involuntary or good reason termination after a CIC			2,340,000			388,180			41,096			3,184,493
•																	Death or Disability		​	0		​	0		​	0		​	2,125,121
​																​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Marc E. Manly	Marc E. Manly															Marc E. Manly
•		Voluntary termination without good reason			0			0			0			1,548,150			Voluntary termination without good reason		​	0		​	0		​	0		​	1,526,008
•		Involuntary or good reason termination under Executive Severance Plan			2,160,000			0			32,158			2,795,775			Involuntary or good reason termination under Executive Severance Plan			2,160,000			0			25,012			3,125,588
•		Involuntary or good reason termination after a CIC			2,160,000			357,700			32,158			2,630,495			Involuntary or good reason termination after a CIC		​	2,160,000		​	357,580		​	31,868		​	2,970,023
•		Death or Disability			0			0			0			1,785,959			Death or Disability			0			0			0			1,992,062
Dhiaa M. Jamil
​																​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lloyd M. Yates																Lloyd M. Yates			​			​			​			​
•		Voluntary termination without good reason			0			0			0			1,441,993			Voluntary termination without good reason			0			0			0			0
•		Involuntary or good reason termination under Executive Severance Plan			2,340,000			0			40,958			2,721,343			Involuntary or good reason termination under Executive Severance Plan		​	2,214,000		​	0		​	30,680		​	2,908,782
•		Involuntary or good reason termination after a CIC			2,340,000			388,300			40,958			2,557,196			Involuntary or good reason termination after a CIC			2,214,000			366,760			47,714			2,763,258
•		Death or Disability			0			0			0			1,703,763			Death or Disability		​	0		​	0		​	0		​	1,842,483
Lloyd M. Yates
•		Voluntary termination without good reason			0			0			0			0
•		Involuntary or good reason termination after a CIC			3,051,000			0			70,692			2,333,340
•		Death or Disability			0			0			0			1,449,914
​																​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

The amounts listed under "Cash Severance Payment" are payable under (a)(i) the terms of Ms. Good's employment agreement; (b)(ii) Messrs. Young, Jamil, Manly and Jamil'sYates' Change in Control Agreement; (c)or (iii) the Executive Severance Plan; or (d) the MCICP.

Plan.

(2)

The amounts listed under "Incremental Retirement Plan Benefit" are payable under the terms of Ms. Good's employment agreement and Messrs. Young, Jamil, Manly and Jamil'sYates' Change in Control Agreement. They represent the additional amount that would have been contributed to the Duke Energy Retirement Cash Balance Plan, Duke Energy Executive Cash Balance Plan, Duke Energy Retirement Savings Plan and the Executive Savings Plan in the event the named executive officer had continued to be employed by Duke Energy for (a)(i) 2.99 years for Ms. Good or (b)(ii) two additional years after the actual date of his termination for the other named executive officers covered by a Change in Control Agreement.

officers.

(3)

The amounts listed under "Welfare and Other Benefits" include the amount that would be paid to each named executive officer in lieu of providing continued welfare benefits and basic life coverage. This continued coverage represents (a)(i) 2.99 years for Ms. Good (b)or (ii) 24 months for the other named executive officers covered by a Change in Control Agreement and (c) 36 months for Mr. Yates.officers. In addition to the amounts shown above, access to outplacement services for a period of up to one year after termination will be provided to Ms. Good if terminating under her employment agreement or to any named executive officer coveredterminating under the Executive Severance Plan.

(4)

The amounts listed under "Stock Awards" do not include amounts attributable to the performance shares that vested on December 31, 2013;2014; such amounts are included in the Option Exercises and Stock Vested Table on page 56.

55.

Retirement of Mr. Rogers

Effective July 1, 2013, Mr. James E. Rogers retired as President and Chief Executive Officer of Duke Energy, and effective December 31, 2013, Mr. Rogers retired as the Chairman (and a member) of the Board of Directors. Pursuant to the terms of his employment agreement, Mr. Rogers' then outstanding stock awards will continue to vest as if he remained employed, with the number of performance shares determined based on actual performance compared to previously-established performance measures. The potential value of Mr. Rogers' stock awards, which consist of performance shares and stock options, based on the assumptions listed below, is $5,693,247 and $3,111,576, respectively.

For transition purposes, Duke Energy has agreed to provide Mr. Rogers with office space and administrative support for a period of three years after retirement.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Assumptions and Other Considerations

The amounts listed above have been determined based on a variety of assumptions, including with respect to the limits on qualified retirement plan benefits under the Internal Revenue Code. The actual amounts to be paid out can only be determined at the time of each named executive officer's termination of employment. The amounts described in the table do not include compensation to which each named executive officer would be entitled without regard to his or her termination of employment, including: (a)including (i) base salary and short-term incentives that have been earned but not yet paid; (b)(ii) amounts that have been earned, but not yet paid, under the terms of the plans listed under the Pension Benefits and Nonqualified Deferred Compensation tables on pages 5655 and 60; (c)58,

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

respectively; (iii) unused vacation (including as indicated in the Summary Compensation table on page 52);vacation; and (d)(iv) the potential reimbursement of legal fees.

The amounts shown above do not reflect the fact that, under Ms. Good's employment agreement and under the Change in Control Agreements that Duke Energy has entered into with Messrs. Young, Jamil, Manly and Jamil,Yates, in the event that payments to any such executive in connection with a change in control otherwise would result in a golden parachute excise tax and lost tax deduction under Sections 280G and 4999 of the Internal Revenue Code, such amounts would be reduced to the extent necessary so that such tax would not apply under certain circumstances. Based on the level of severance payments that would be provided to Mr. Yates if he terminated employment on December 31, 2013 and was entitled to compensation under the MCICP, it is estimated that no golden parachute excise tax gross-up would be payable to Mr. Yates.

The amounts shown above with respect to stock awards and option awards were calculated based on a variety of assumptions, including the following: (i) the named executive officer terminated employment on December 31, 2013;2014; (ii) a stock price for Duke Energy common stock equal to $69.01,$83.54, which was the closing price on December 31, 2013;2014; (iii) the continuation of Duke Energy's dividend at the rate in effect during the first quarter of 2014;2015; and (iv) performance at the target level with respect to performance shares. Additionally, the amounts listed above with respect to Ms. Good and Messrs. Young, ManlyJamil and JamilManly reflect the fact that, upon termination for any reason, except death or disability, they would receive the full value of all unvested restricted stock units granted prior to 2013 and the dividends that would be paid on such shares for the remainder of the original vesting period, subject to compliance with restrictive covenants contained in such awards, because they have attained the applicable retirement age.

Potential Payments Due Upon a Change in Control

Other than as described below, the occurrence of a change in control of Duke Energy would not trigger the payment of benefits to the named executive officers absent a termination of employment. If a change in control of Duke Energy occurred on December 31, 2013,2014, with respect to each named executive officers,officer, the outstanding performance share awards granted by Duke Energy, including dividend equivalents, would be paid on a prorated basis assuming target performance. As of December 31, 2013,2014, the prorated performance shares that would be paid as a result of these accelerated vesting provisions, including dividend equivalents, would have had a value of $1,512,431, $255,113, $947,994, $889,695$3,612,655, $422,806, $1,147,866, $1,059,602 and $271,929$997,914, for Ms. Good and Messrs. Young, Jamil, Manly Jamil and Yates, respectively.

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PROPOSAL 4:     AMENDMENT TOAPPROVAL OF THE DUKE ENERGY CORPORATION'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE SHAREHOLDER ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENTCORPORATION
2015 LONG-TERM INCENTIVE PLAN

Introduction

At the 2013 Annual Shareholder Meeting, Duke Energy's shareholders voted on a shareholder proposal requesting that ourThe Board of Directors takeof Duke Energy considers equity-based compensation an important instrument to attract, motivate and retain our officers, key employees and directors and to align their interests with the steps necessaryinterests of our shareholders. Consistent with this view, the Board of Directors unanimously adopted the Duke Energy Corporation 2015 Long-Term Incentive Plan (the "2015 Plan") on February 26, 2015, subject to permit shareholder action by less than unanimous written consent. Duke Energy's current Amended and Restated Certificate of Incorporation allows shareholder action to be taken at a meeting or by unanimous written consent only. The shareholder written consent proposal was approved by approximately 67% of the votes cast. During the course of the Company's periodic outreach with its investors in 2013, the Company discussed the proposal with shareholders holding almost a quarterapproval of Duke Energy's totalshareholders.

The 2015 Plan has been adopted to replace the Duke Energy Corporation 2010 Long-Term Incentive Plan, as amended (the "2010 Plan"). As of March 1, 2015, approximately 1,000,000 shares who expressed concernremained eligible for issuance of full-value awards (that is, awards other than stock options and stock appreciation rights) under the 2010 Plan, assuming all oustanding performance shares vest at the maximum level. Upon its merger with Progress Energy, Duke Energy assumed the Progress Energy, Inc. 2007 Equity Incentive Plan (the "Progress Plan"), but since the merger no equity awards have been granted under the Progress Plan. If the 2015 Plan is approved by our shareholders, no further awards will be made under the 2010 Plan or the Progress Plan. However, awards granted under the 2010 Plan and the Progress Plan prior to shareholder approval of the 2015 Plan will remain outstanding in accordance with their terms.

Shareholders are asked to approve the 2015 Plan to authorize 10,000,000 shares for issuance under the 2015 Plan. None of the remaining shares from the 2010 Plan or the Progress Plan will be carried over into the 2015 Plan. Shareholders are also asked to approve the 2015 Plan: (i) to authorize the grant of stock options that qualify for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code; (ii) to authorize the grant of awards that are intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Internal Revenue Code ("Section 162(m)") and (iii) to satisfy New York Stock Exchange guidelines relating to equity compensation.

Key Considerations in Adoption of the 2015 Plan

The Board of Directors believes that the proposal as written did not have certain procedural safeguards necessary2015 Plan is needed to protectpromote the best interests of Duke Energy and its shareholders from potential abuses; particularlyby allowing us to maintain the ability for an actionflexibility that we need to be approved withoutkeep pace with our competitors and effectively attract, motivate and retain the knowledgecaliber of employees and input of all of Duke Energy's shareholders.directors essential to our success.

Taking into considerationThe Compensation Committee was advised by Frederic W. Cook & Company, Inc., its independent compensation consultant, with respect to the votedesign of the shareholders at2015 Plan. The consultant provided the 2013 Annual Shareholder Meeting, as well as our discussionsCompensation Committee with manyan analysis of our shareholders,compensation trends and competitive practices relating to the Board of Directors is2015 Plan. In recommending the amendment to our Amended and Restated Certificate of Incorporation attached as Appendix C (the "Amendment"). This Amendment would permit action by less than unanimous written consent and subject to certain procedural requirements that would insure that any action taken by written consent followed a standard process and occurred with proper notice and information to all Duke Energy shareholders.

Procedural Safeguards:

•

The proposed Amendment requires a minimum stock ownership threshold of 20% of the outstanding shares of our common stock to request the Board of Directors to set a record date to determine shareholders entitled to consent. The 20% threshold that the Board of Directors adopt the 2015 Plan, the Compensation Committee also considered Duke Energy's historical and expected usage of equity compensation, the number of shares remaining for awards under the 2010 Plan, the importance of an effective equity compensation program to Duke Energy's success and the potential effect of the 2015 Plan on Duke Energy's shareholders.

Duke Energy's equity compensation grant practices and certain key features of the 2015 Plan are described below:

Equity Grant Practices

Outstanding Equity Awards. As of December 31, 2014, there were approximately 2,700,000 full-value awards (that is, awards other than stock options and stock appreciation rights) outstanding, assuming all performance shares vest at the maximum level, and approximately 373,000 stock options outstanding, under the 2010 Plan and the Progress Plan. As of that date, the weighted average exercise price of the outstanding stock options and stock appreciation rights was $64, and the weighted average remaining contractual term for the outstanding stock options and stock appreciation rights was six years and 10 months.

Burn Rate. We determine our burn rate by dividing the aggregate number of shares of Duke Energy common stock subject to awards granted during the year (with performance shares counted at the maximum payout level) by the weighted average shares of Duke Energy common stock outstanding during the year. Our average annual burn rate over the past three calendar years (2012-2014) has proposed was based on feedback frombeen approximately 0.21%.

Overhang. Overhang is a measure of the dilutive impact of equity programs. Our overhang is equal to the number of shares of Duke Energy common stock subject to outstanding equity compensation awards plus the number of shares available to be granted, divided by the total shares of Duke Energy common stock outstanding as of December 31, 2014. The 10,000,000 shares of Duke Energy common stock being requested under the 2015 Plan would bring our aggregate overhang to approximately 1.85%, which is within industry norms.

Requested Shares. Unless our shareholders who believed that this numberauthorize the issuance of shares under the 2015 Plan, we may be required to increase the cash component of our compensation mix, which would strike a balance betweeninhibit our ability to align our executives' interests with the abilityinterests of our shareholders, to initiaterecruit and retain new executives and directors, and motivate our current executives over a long-term horizon. Based on our current stock price range, our compensation practices and our historical burn rate, we are requesting the authorization of up to 10,000,000 shares of Duke Energy common stock pursuant to the 2015 Plan. We believe this request will be sufficient for us to grant equity awards for approximately five years.

The following is a summary of the 2015 Plan, which is qualified in its entirety by the full text of the 2015 Plan attached as Appendix C to this proxy statement.

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PROPOSAL 4:    APPROVAL OF THE DUKE ENERGY CORPORATION
2015 LONG-TERM INCENTIVE PLAN

Key Features of the 2015 Plan

The 2015 Plan authorizes the grant of equity-based compensation to our key employees and non-employee directors in the form of stock options, stock appreciation rights, performance shares, performance units, restricted stock, restricted stock units, stock retainers and dividend equivalents.

Feature		Description
​	​	​
Limit on Shares Authorized		If approved by our shareholders, the 2015 Plan will authorize 10,000,000 shares for delivery under equity awards. This will represent approximately 1.4% of Duke Energy's issued and outstanding common stock as of December 31, 2014.
Annual Limit on Awards to Directors		The 2015 Plan imposes an annual limit on awards to Duke Energy's non-employee directors. Specifically, no non-employee director may be granted awards during any one calendar year that have a grant date fair value for financial accounting purposes of more than $400,000.
Responsible Share Counting Provisions		The 2015 Plan does not permit "liberal share counting." Only awards that are cancelled, forfeited or which are paid in cash can be added back to the 2015 Plan's share reserve.
No Discounted Stock Options or SARs		The 2015 Plan does not permit the use of "discounted" stock options or stock appreciation rights, which means that such awards must be granted with an exercise price or base price at least equal to the fair market value per share of Duke Energy's common stock on the date of grant.
No Re-Pricing of Stock Options or SARs		The 2015 Plan does not permit the "re-pricing" of stock options and stock appreciation rights without shareholder approval. This includes re-pricing by exchange for cash or a new or different type of award.
Modified Change in Control Definition		The 2015 Plan modifies the definition of "change in control" as found in the 2010 Plan by eliminating the discretion of the Board of Directors to determine when a change in control has occurred.
Minimum Vesting Period for Employee Stock Awards		The 2015 Plan provides that awards for employees shall not become vested, exercisable or payable prior to the first anniversary of the date of grant, except upon certain events provided under the terms of the award.
Clawback and Forfeiture Provisions		Awards granted under the 2015 Plan will be subject to forfeiture as provided by the Compensation Committee if a participant is terminated for cause, engages in activity detrimental to Duke Energy or breaches any agreement or covenant with Duke Energy (such as a non-solicitation, non-disclosure, confidentiality or assignment). Awards granted under the 2015 Plan are also subject to recoupment under our clawback policy (as it may be amended from time to time).
No Dividends or Dividend Equivalents on Unvested Performance Awards		Dividends and dividend equivalents will not be paid on performance-based awards unless and until those awards become earned and vested.
Administered by an Independent Committee		The 2015 Plan will be administered by the Compensation Committee. Each member of the Compensation Committee qualifies as "independent" under the listing standards of the New York Stock Exchange.
​	​	​

Summary of the Plan

Reservation of Shares. Duke Energy has reserved, subject to shareholder actions between shareholder meetingsapproval of the 2015 Plan, 10,000,000 shares of common stock for issuance under the 2015 Plan, which may include authorized but unissued shares, treasury shares, shares acquired in the open market or a combination thereof. All of the shares authorized for issuance under the 2015 Plan may be issued pursuant to the exercise of incentive stock options.

Shares covered by an award granted under the 2015 Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Shares covering awards that expire, are forfeited, are cancelled or are paid out in cash will again be available for issuance under the 2015 Plan. However, the following shares of common stock will not be added back to the aggregate plan limit described above: (i) shares tendered in payment of the option price of a stock option; (ii) shares withheld by Duke Energy to satisfy the tax withholding obligation; and (iii) shares that are repurchased by Duke Energy in connection with the exercise of a stock option granted under the 2015 Plan. Moreover, all shares of Duke Energy common

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PROPOSAL 4:    APPROVAL OF THE DUKE ENERGY CORPORATION
2015 LONG-TERM INCENTIVE PLAN

stock covered by a stock appreciation right, to the extent that it is exercised and settled in shares, and whether or not shares are actually issued to the participant upon exercise of the right, shall be considered issued or transferred pursuant to the 2015 Plan.

In addition to the aggregate limit on awards described above, the 2015 Plan imposes various sub-limits on the number of shares of Duke Energy common stock that may be issued or transferred thereunder. In order to comply with the exemption from Section 162(m) relating to performance-based compensation, the 2015 Plan imposes the following additional sub-limits on awards granted to any one individual during any single calendar year: (i) stock options covering no more than 1,000,000 shares of Duke Energy common stock; (ii) stock appreciation rights covering no more than 1,000,000 shares of Duke Energy common stock; (iii) restricted shares covering no more than 200,000 shares of Duke Energy common stock; (iv) performance units paying a maximum amount of no more than $10,000,000; or (v) performance shares covering no more than 300,000 shares of Duke Energy common stock. In addition, no non-employee director may be granted awards during any one calendar year that have a grant date fair value for financial accounting purposes of more than $400,000.

The maximum number of shares of Duke Energy common stock which may be awarded under the 2015 Plan and the risk that a lower threshold wouldvarious sub-limits described above are subject shareholders to numerous self-interested actions that are only relevant to a small number of shareholders and impose significant costs of both time and money on Duke Energy.

•

The proposed Amendment requires that consents be solicited from all shareholders so that every shareholder is able to consider and act on a proposal. This safeguard prevents action being taken without a full discussion among all shareholders ofadjustment in the meritsevent of any proposed action.

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The proposed Amendment would require the written consent process only be usedmerger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to matters that complythe shares of common stock, or any similar corporate transaction or event in respect of the common stock.

Administration. The 2015 Plan will be administered by the Compensation Committee. Subject to the limitations set forth in the 2015 Plan, the Compensation Committee has the authority to determine the persons to whom awards are granted, the types of awards to be granted, the time at which awards will be granted, the number of shares, units or other rights subject to each award, the exercise, base or purchase price of an award (if any), the time or times at which the award will become vested, exercisable or payable, the performance criteria, performance goals and other conditions of an award, and the duration of the award. The Compensation Committee may provide for the acceleration of the vesting or exercise period of an award at any time prior to its termination or upon the occurrence of specified events. With the consent of the affected participant, the Compensation Committee has the authority to cancel and replace awards previously granted with applicable lawnew awards for the same or a different number of shares and arefor the same or different exercise or base price and may amend the terms of any outstanding award. Notwithstanding the foregoing, the Compensation Committee may not, duplicativewithout the approval of other matters. A record date would not be setthe shareholders, reduce the exercise of a stock option or stock appreciation right by amendment or cancellation and replacement of an existing award for another award or cash. The Compensation Committee shall have the right, from time to time, to delegate to one or more officers or directors of Duke Energy the authority to grant and determine the terms and conditions of awards under the 2015 Plan, subject to such limitations as the Compensation Committee shall determine. The Board of Directors may reserve to itself any or all of the authority of the Compensation Committee under the Plan. The Board of Directors specifically reserves the exclusive authority to approve and administer all awards granted to non-employee directors under the 2015 Plan.

Eligibility. Key employees of Duke Energy and its subsidiaries (or any person who has agreed to serve in such capacity) and non-employee directors are eligible to be granted awards under the 2015 Plan, as selected from time to time by the Compensation Committee in its sole discretion. It is currently anticipated that approximately 700 employees and 13 non-employee directors are eligible for awards under the 2015 Plan.

Stock Options. The 2015 Plan authorizes the grant of nonqualified stock options and incentive stock options. Nonqualified stock options may be granted to employees and non-employee directors. Incentive stock options may only be granted to employees. The exercise price of a stock option may be determined by the Compensation Committee, provided that the exercise price per share of a stock option may not be less than the fair market value of a share of Duke Energy's common stock on the date of grant (which date may not be earlier than the date that the Compensation Committee takes action with respect thereto). The fair market value of a share of Duke Energy's common stock as reported at the close of business on the New York Stock Exchange on March 9, 2015, was $74.76. The value of common stock (determined at the date of grant) that may be subject to incentive stock options that become exercisable by any one employee in any one year is limited to $100,000. The maximum term of stock options granted under the 2015 Plan is 10 years from the date of grant. The Compensation Committee shall determine the extent to which an option shall become and/or remain exercisable. Under the 2015 Plan, the exercise price of an option is payable by the participant (i) in cash, (ii) at the discretion of the Compensation Committee, in shares of common stock that are already owned by the option holder and have a value at the time of exercise equal to the option price, (iii) at the discretion of the Compensation Committee, and subject to applicable law, from the proceeds of sale through a broker on the date of exercise of some or all of the shares of common stock to which the exercise relates, (iv) at the discretion of the Compensation Committee, by withholding from delivery shares of common stock for which the option is otherwise exercised or (v) by any other method approved of by the Compensation Committee. Nonqualified stock options granted under the 2015 Plan are intended to qualify for exemption under Section 162(m).

Stock Appreciation Rights. The 2015 Plan authorizes the grant of awards of stock appreciation rights. A stock appreciation right may be granted either in tandem with an option or without relationship to an option. A stock appreciation right entitles the holder, upon exercise, to receive a payment based on the difference between the base price of the stock appreciation right and the fair market value of a share of Duke Energy common stock on the date of exercise, multiplied by the number of shares as to which such stock appreciation right will

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PROPOSAL 4:    APPROVAL OF THE DUKE ENERGY CORPORATION
2015 LONG-TERM INCENTIVE PLAN

have been exercised. A stock appreciation right granted in tandem with an option will have a base price per share equal to the per share exercise price of the option, will be exercisable only at such time or times as the related option is exercisable and will expire no later than the time when the related option expires. Exercise of the option or the stock appreciation right as to a number of shares results in the following instances:cancellation of the same number of shares under the tandem right. A stock appreciation right granted without relationship to an option will be exercisable as determined by the Compensation Committee, but in no event after 10 years from the date of grant. The base price assigned to a stock appreciation right granted without relationship to an option shall not be less than the fair market value of a share of Duke Energy's common stock on the date of grant (which date may not be earlier than the date that the Compensation Committee takes action with respect thereto). Stock appreciation rights are payable in cash, in shares of common stock or in a combination of cash and shares of common stock, at the discretion of the Compensation Committee. Stock appreciation rights granted under the 2015 Plan are intended to qualify for exemption under Section 162(m).

Performance Awards.

 The 2015 Plan authorizes the grant of performance awards, which are units denominated on the date of grant either in shares of common stock ("performance shares") or in specified dollar amounts ("performance units"). Performance awards are payable upon the achievement of performance criteria established by the Compensation Committee at the beginning of the performance period. At the time of grant, the Compensation Committee establishes the number of units, the duration of the performance period or periods, the applicable performance criteria and, in the case of performance units, the target unit value or range of unit values for the performance awards. At the end of the performance period, the Compensation Committee determines the payment to be made based on the extent to which the performance goals have been achieved. Performance awards are payable in cash, in shares of common stock or in a combination of cash and shares of common stock, at the discretion of the Compensation Committee.

•

Matters

The Compensation Committee may grant performance awards (or an award of restricted stock) that are intended to qualify for exemption under Section 162(m), as well as performance awards that are not intended to so qualify. The performance criteria for a proper subject for shareholder action under applicable law,

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If the requestSection 162(m) qualified award, which may relate to set a record date is received by Duke Energy, any subsidiary, any business unit or any participant, and may be measured on an absolute or relative to peer group or other market measure basis, shall be limited to total shareholder return; stock price increase; return on equity; return on capital; earnings per share; EBIT (earnings before interest and taxes); EBITDA (earnings before interest, taxes, depreciation and amortization); ongoing earnings; cash flow (including operating cash flow, free cash flow, discounted cash flow return on investment and cash flow in excess of costs of capital); EVA (economic value added); economic profit (net operating profit after tax, less a cost of capital charge); SVA (shareholder value added); revenues; net income; operating income; pre-tax profit margin; performance against business plan; customer service; corporate governance quotient or rating; market share; employee satisfaction; safety; reliability; reportable environmental events, significant operational events, employee engagement; supplier diversity; workforce diversity; operating margins; credit rating; dividend payments; expenses; operations and maintenance expenses; fuel cost per million BTU; costs per kilowatt-hour; retained earnings; completion of acquisitions, divestitures and corporate restructurings; and individual goals based on objective business criteria underlying the goals listed above and which pertain to individual effort as to achievement of those goals or to one or more business criteria in the areas of litigation, human resources, information services, production, inventory, support services, site development, plant development, building development, facility development, government relations, product market share or management. In the case of a performance award that is not intended to qualify for exemption under Section 162(m), the Compensation Committee shall designate performance criteria from among the foregoing or such other business criteria as it shall determine it its sole discretion.

Restricted Stock Awards. The 2015 Plan authorizes the grant of awards of restricted stock. An award of restricted stock represents shares of common stock that are issued subject to such restrictions on transfer and on incidents of ownership and such forfeiture conditions as the Compensation Committee deems appropriate. The restrictions imposed upon an award of restricted stock will lapse in accordance with the vesting requirements specified by the Compensation Committee in the award agreement. Such vesting requirements may be based on the continued employment of the participant for a specified time period or on the attainment of specified business goals or performance criteria established by the Compensation Committee. The Compensation Committee may, in connection with an award of restricted stock, require the payment of a specified purchase price. Subject to the transfer restrictions and forfeiture restrictions relating to the restricted stock award, the participant will otherwise have the rights of a shareholder of Duke Energy, including all voting and dividend rights, during the period commencing 90 daysof restriction unless the Compensation Committee determines otherwise at the time of the grant. Notwithstanding the preceding sentence, dividends with respect to restricted stock that vest based on the achievement of performance objectives will be accumulated until such award is earned, and the dividends will not be paid if such performance objectives are not achieved. The Compensation Committee may grant awards of restricted stock that are intended to qualify for exemption under Section 162(m), as well as awards that are not intended to so qualify. An award of restricted stock that is intended to qualify for exemption under Section 162(m) shall have its vesting requirements limited to the performance criteria described above under the heading "Performance Awards."

Restricted Stock Units. The 2015 Plan authorizes the grant of awards of restricted stock units. An award of restricted stock units gives the participant the right to receive payment at the end of a fixed vesting period. Restricted stock units are subject to such restrictions and conditions to payment as the Compensation Committee determines are appropriate. Restricted stock unit awards are payable in cash or in shares of

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PROPOSAL 4:    APPROVAL OF THE DUKE ENERGY CORPORATION
2015 LONG-TERM INCENTIVE PLAN

common stock, or in a combination thereof, at the discretion of the Compensation Committee.

Stock Retainer. The 2015 Plan authorizes the grant of a stock retainer to non-employee directors. A stock retainer represents a specified number of shares of common stock that are issued without restrictions on transfer or forfeiture conditions. The Compensation Committee may require the payment of a specified purchase price for a stock retainer. Employees are not eligible to receive a stock retainer under the 2015 Plan.

Dividend Equivalents. The 2015 Plan authorizes the grant of awards of dividend equivalents. Dividend equivalent awards entitle the holder to a right to receive cash payments determined by reference to dividends declared on Duke Energy common stock during the term of the award, which shall not exceed 10 years from the date of grant. Dividend equivalent awards may be granted on a stand-alone basis or in tandem with other awards under the 2015 Plan; provided, however, that no dividend equivalents may be granted with respect to stock options or stock appreciation rights. Dividend equivalent awards granted on a tandem basis with other awards shall expire at the time the underlying award becomes payable or expires. Dividend equivalent awards are payable in cash or in shares of Duke Energy's common stock, as determined by the Compensation Committee. Dividend equivalents granted with respect to any performance award shall be accumulated until such award is earned, and the dividend equivalent shall not be paid if the applicable performance goals are not satisfied.

Change in Control. The Compensation Committee may provide for the effect of a "change in control" (as defined in the 2015 Plan) on any award granted under the 2015 Plan. Such provisions or actions may include (i) the acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from an award, (ii) the waiver or modification of performance or other conditions related to payment or other rights under an award, (iii) providing for the cash settlement of an award, (iv) the cancellation of stock options or stock appreciation rights without payment if the fair market value of a share of common stock on the date of the change in control does not exceed the exercise or base price per share of the applicable awards or (v) such other modification or adjustment to an award as the Compensation Committee deems appropriate.

Minimum Vesting Period for Awards to Employees. Awards granted to employees shall not become vested, exercisable or payable prior to the first anniversary of the date of grant, except as otherwise provided in an applicable award agreement.

Adjustments to Awards. In the immediately preceding annual meetingevent of any merger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to the shares of common stock, or any similar corporate transaction or event in respect of the common stock, then the Compensation Committee shall, in the manner and endingto the extent that it deems appropriate and equitable to the participants and consistent with the terms of the 2015 Plan, cause a proportionate adjustment to be made in the number and kind of shares of common stock, share units, or other rights subject to the then-outstanding awards, the price for each share or unit or other right subject to then outstanding awards without change in the aggregate purchase price or value as to which such awards remain exercisable or subject to restrictions, the performance targets or goals appropriate to any outstanding performance awards (subject to such limitations as appropriate for awards intended to qualify for exemption under Section 162(m)) or any other terms of an award that are affected by the event. Moreover, in the event of any such transaction or event, the Compensation Committee, in its discretion, may provide in substitution for any or all outstanding awards under the 2015 Plan such alternative consideration (including cash) as it, in good faith, may determine to be equitable under the circumstances and may require in connection therewith the surrender of all awards so replaced.

Transferability of Awards. In general, awards granted under the 2015 Plan will not be transferable by a participant other than by will or the laws of descent and distribution, and during the lifetime of a participant the awards shall be exercised by, or paid to, only such participant or by his guardian or legal representative. However, the Compensation Committee may provide in the terms of an award agreement that the participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other specified benefits under an award following the participant's death. Moreover, to the extent permitted by the Compensation Committee, nonqualified stock options may be transferred to members of a participant's immediate family, to certain other entities which are owned or controlled by members of a participant's immediate family or to any other persons or entities.

Non-United States Participants. The Compensation Committee may provide for such special terms for awards to participants who are foreign nationals, who are employed by Duke Energy or any subsidiary outside of the United States or who provide services to Duke Energy under an agreement with a foreign nation or agency, as the Compensation Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Compensation Committee may approve such supplements to, or amendments, restatements or alternative versions of, the 2015 Plan as it may consider necessary or appropriate for such purposes. However, no such special terms, supplements, amendments or restatements shall include any provisions that are inconsistent with the terms of the 2015 Plan unless it could have been amended to eliminate such inconsistency without further approval by Duke Energy's shareholders.

Term and Amendment. The 2015 Plan has a term of 10 years, subject to earlier termination or amendment by the Board of Directors. The Board of Directors generally may amend or modify the 2015 Plan. However, the Board of Directors may not amend the 2015 Plan without shareholder approval, to extent such approval is necessary to comply with the listing requirements of the New York Stock Exchange.

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PROPOSAL 4:    APPROVAL OF THE DUKE ENERGY CORPORATION
2015 LONG-TERM INCENTIVE PLAN

Federal Income Tax Consequences

The following is a general summary of the United States federal income tax consequences to participants and Duke Energy relating to awards that may be granted under the 2015 Plan. This summary is not intended to be complete and does not describe state, local, foreign or other tax consequences.

Options. A participant will not recognize income upon the grant of a nonqualified stock option to purchase shares of common stock. Upon exercise of the option, the participant will recognize ordinary compensation income equal to the excess of the fair market value of the shares of common stock on the date the option is exercised over the exercise price for such shares. A participant will not recognize income upon the grant of an incentive stock option to purchase shares of common stock and will not recognize income upon exercise of the option, provided the participant was an employee of Duke Energy or a subsidiary at all times from the date of grant until three months prior to exercise. Where a participant who has exercised an incentive stock option sells the shares of common stock acquired upon exercise more than two years after the grant date and more than one year after exercise, capital gain or loss will be recognized equal to the difference between the sales price and the exercise price. A participant who sells such shares of common stock within two years after the grant date or within one year after exercise will recognize ordinary compensation income in an amount equal to the lesser of the difference between (i) the exercise price and the fair market value of such shares on the date of exercise or (ii) the next annual meeting,exercise price and the sales proceeds. Any remaining gain or loss will be treated as a capital gain or loss.

Stock Appreciation Rights.

 No taxable income is recognized by a participant upon the grant of a stock appreciation right under the 2015 Plan. Upon the exercise of a stock appreciation right, the participant will realize ordinary income in an amount equal to the fair market value of the shares of Duke Energy common stock received and the amount of cash received. Shares of Duke Energy Common stock received upon the exercise of a stock appreciation right will, upon subsequent sale, be eligible for capital gains treatment, with the capital gains holding period commencing on the date of exercise of the stock appreciation right.

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Restricted Stock. A participant who is granted restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant) at the time that the shares are no longer subject to a risk of forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code. However, a participant who makes a "Section 83(b) election" within 30 days of the date of grant of the restricted stock will have taxable ordinary income on the date of grant equal to the excess of the fair market value of the Duke Energy common stock on the date of grant (determined without regard to the risk of the forfeiture or restrictions on transfer) over any purchase price paid for the Duke Energy common stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject at that time to a risk of forfeiture and restrictions on transfer generally will be treated as additional compensation income and not as dividend income.

Performance Awards. Generally, no income will be recognized upon the grant of performance awards. Upon payment in respect of the performance award, the participant generally will be required to include as taxable ordinary income in the year of receipt an identicalamount equal to the amount of cash received and the fair market value of any unrestricted Duke Energy common stock received, and the capital gains/loss holding period for any such shares will also commence on the date such shares are received.

Restricted Stock Units. Generally, no income will be recognized upon the award of restricted stock units. A participant who is granted restricted stock units generally will be subject to tax at ordinary income rates on the amount of cash received and the fair market value of any unrestricted Duke Energy common stock at the time of payment of the award, and the capital gains/loss holding period for any such shares will also commence on such date.

Stock Retainers. Stock retainers are generally subject to tax, as ordinary compensation income, on the date of grant.

Section 409A of the Internal Revenue Code. Section 409A of the Internal Revenue Code ("Section 409A") imposes certain restrictions upon "nonqualified deferred compensation" (as that term is defined pursuant to Section 409A and the applicable Treasury regulations). It is intended that Awards granted under the 2015 Plan will be either exempt from, or substantially similar item was presented atcomply with, the requirements of Section 409A. However, Duke Energy does not warrant that any Award under the 2015 Plan will qualify for favorable tax treatment under Section 409A or any other provision of federal, state, local or non-United States law.

Certain Tax Consequences to Duke Energy. To the extent that a meetingparticipant recognizes ordinary income in the circumstances described above, Duke Energy generally will be entitled to a corresponding deduction provided that, among other things, the income meets the test of shareholders heldreasonableness, is an ordinary and necessary business expense, is not more than 12 months beforean "excess parachute payment" within the request formeaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation under Section 162(m).

Registration with the SEC

Duke Energy intends to file a record date is receivedRegistration Statement on Form S-8 relating to the issuance of shares of common stock under the 2015 Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, after approval of the 2015 Plan by Duke Energy,Energy's shareholders.

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If an identical or substantially similar item consistingPROPOSAL 4:    APPROVAL OF THE DUKE ENERGY CORPORATION
2015 LONG-TERM INCENTIVE PLAN

Plan Benefits

It is not possible to determine specific amounts and types of awards that may be awarded in the future under the 2015 Plan because the grant of awards under the 2015 Plan is discretionary.

Current Equity Compensation Plan Information

The following table shows information as of December 31, 2014, about securities to be issued upon exercise of outstanding options, warrants and rights under Duke Energy's equity compensation plans, along with the weighted-average exercise price of the election or removaloutstanding options, warrants and rights and the number of directors was presented at a meetingsecurities remaining available for future issuance under the plans.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)(1)			Number of securities remaining available under equity compensation plans (excluding securities reflected in column (a)) (c)
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Equity compensation plans approved by security holders		​	3,138,692	(2)	$	67.02		​	8,165,474	(3)
Equity compensation plans not approved by security holders			677,299	(4)	$	46.44			3,545,727	(5)
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Total		​	3,815,991		$	64.09		​	11,711,201
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(1)

This column includes only the weighted-average exercise price of shareholders held not more than 90 days beforeoutstanding options.

(2)

Includes outstanding options, restricted stock units and performance shares (assuming the request for a record date was received by Duke Energy,

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If an identical or substantially similar item is included in Duke Energy's notice of meeting for a meeting that has been called but not yet held or that is called to be held within 90 days after the request for a record date is received by Duke Energy, or

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If the request to set a record date involved a violation of the federal proxy rules or other applicable law.

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Finally, the proposed Amendment prohibits the dating and delivering of consents until 60 days after the delivery of a valid request to Duke Energy to set a record date. This safeguard ensures that shareholders have sufficient time to consider the proposal and any statements in opposition,maximum payout level), as well as shares that could be payable with respect to providecompensation deferred under the Duke Energy BoardCorporation Executive Savings Plan and shares that could be payable with respect to certain compensation deferred under the Duke Energy Corporation Directors' Savings Plan.

(3)

Includes shares remaining available for issuance pursuant to stock awards under the Duke Energy Corporation 2010 Long-Term Incentive Plan, which counts "full value" awards such as restricted stock units and performance shares against the share reserve as four shares for every one share that is issued in connection with such an award, and which counts each share issued in connection with an option as one share against the share reserve.

(4)

Includes outstanding stock options, restricted stock units and performance shares granted (assuming the maximum payout level) by Progress Energy prior to the Progress Energy merger, as well as outstanding options granted by Cinergy Corp. prior to its merger with Duke Energy and shares that could be payable with respect to certain compensation deferred under the Duke Energy Corporation Directors' Savings Plan.

(5)

Includes shares remaining available for issuance pursuant to stock awards under the Progress Energy, Inc. 2007 Equity Incentive Plan described in our Form 10-K, which permits the grant of Directors the opportunity to determine the validity of the requestoptions, stock appreciation rights, restricted stock, performance shares and present its views regarding the proposal.other stock-based awards.

If this proposal to approve the Amendment is adopted by the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote on the proposal, Article SIXTH(b) of our Amended and Restated Certificate of Incorporation will be amended as set forth in Appendix C upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of the State of the State of Delaware.

For the Above Reasons, theThe Board of Directors Recommends a Vote "FOR" Approval of the Amendment to our Amended and Restated Certificate of Incorporation.This Proposal.

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SHAREHOLDER PROPOSALS

Proposals 5, 6 and 67 are proposals we received from our shareholders. If the proponents of these proposals, or representatives who are qualified under state law, are present at our annual shareholder meetingAnnual Meeting of Shareholders and submit the proposals for a vote, then the proposals will be voted upon. The shareholder proposals, including any supporting statements, are included exactly as submitted to us by the proponents of these proposals. The Board of Directors recommends voting "against""AGAINST" each proposal. We will promptly provide you with the name, address and, to our knowledge, the number of voting securities held by the proponents of the shareholder proposals, upon receiving a written or oral request.

PROPOSAL 5:     SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING
LIMITATION OF ACCELERATED EXECUTIVE PAY

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of no fewer than 50 shares of Duke Energy common stock, submitted the following proposal:

Supporting Statement:

5 – Special Shareowner MeetingsLimit Accelerated Executive Pay

Resolved, ShareownersResolved: Shareholders ask our board of directors to take the steps necessary unilaterally (to the fullest extent permitted by law) to amend our bylaws and each appropriate governing document to give holdersadopt a policy that in the aggregateevent of 15%a change in control (as defined under any applicable employment agreement, equity incentive plan or other plan), there shall be no acceleration of our outstanding common the powervesting of any equity award granted to call a special shareowner meeting.

This includesany senior executive, provided, however, that such bylaw and/or charter text will not have any exclusionary or prohibitive language in regard to calling a special meeting that apply only to shareowners but not to management and/or the board (to the fullest extent permitted by law). This proposal does not impact our board's current powerexecutive pay committee may provide in an applicable grant or purchase agreement that any unvested award will vest on a partial,pro rata basis up to call a special meeting.the time of the senior executive's termination, with such qualifications for an award as the committee may determine.

Special meetings allow shareowners to vote on important matters, suchFor purposes of this Policy, "equity award" means an award granted under an equity incentive plan as electing new directors that can arise between annual meetings. Shareowner inputdefined in Item 402 of the SEC's Regulation S-K, which addresses executive pay. This resolution shall be implemented so as not affect any contractual rights in existence on the timingdate this proposal is adopted.

The vesting of shareowner meetingsequity pay over a period of time is especially important when events unfold quicklyintended to promote long-term improvements in performance. The link between executive pay and issues may become moot by the next annual meeting. This proposal topic won more than 70% support at Edwards Lifesciences and SunEdison in 2013.

This proposal should alsolong-term performance can be more favorably evaluated duebroken if such pay is made on an accelerated schedule. Accelerated equity vesting allows executives to our Company's clearly improvable environmental, social and corporate governance performance as reported in 2013:realize pay opportunities without necessarily having earned them through strong performance.

GMI Ratings, an independent investment research firm rated our company D for its board. Three directors received significant no-votes: Daniel DiMicco, an inside-related director (13%), Ann Maynard Gray, Lead Director (14%) and James Hance, who was onsaid the board of 3 other companies (22%). Three directors had long-tenure which detracts from independence: Ann Maynard Gray (19-years), Alex Bernhardt (22-years) and Michael Browning (23-years).

following flagged KeyMetrics were the most important factors driving the GMI said the Environmental, Social and Governance profilerating of F for Duke Energy:

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Related Party Transactions

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Overboarded Non-Exec Directors

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Overboarded Audit Committee Members

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Negative Director Votes

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Severance Vesting

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Revenue Recognition

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Asset-Liability Valuation

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Restatements or Special Charges

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Carbon Emissions

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Waste Production

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Spills or Dumping

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Other Environmental Impact Events

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Other Environmental Investigations

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Other Social Impact Events

Wikipedia said that following a February 2, 2014 coal ash spill which was the third-largest of its kind in US history, the US Attorney's Office opened a grand jury investigation into Duke Energy and North Carolina regulators in the administration of Governor Pat McCrory. McCrory had been an employee of Duke Energy Corporation reflected serious risk overall, highlighted by significant concerns relatedfor 28 years and critics said his administration intervened on Duke's behalf to Paysettle lawsuits over environmental violations. The US Attorney subpoenaed over 20 officials of the McCrory administration and Environmentalsought records of "investments, cash or other items of value" from Duke to regulators.

Duke posted a $1.4 billion write-down on its Midwest Generation business in May 2014.

In regard to our directors Carlos Saladrigas received 15% in negative votes and Social impacts. Duke's environmentalchaired our audit committee and was a member of our executive pay committee. James Hance was on our audit and executive pay committees in spite of potentially being overextend due to his director responsibilities at 4 public companies. James Rhodes, Ann Maynard Gray, Alex Bernhardt and Michael Browning each had 13 to 24-years long tenure which can negatively impact disclosure practices were significantly worse than its sector peers. Duke Energy Corp was rated as having Very Aggressive Accounting & Governance Risk—indicating higher accounting and governance risk than 99% of companies.

GMI rated Duke F for accounting. There were forensic accounting ratios related to expense recognition that had extreme values either relative to industry peers or to the company's own history. Duke had a history of significant restatements, special charges or write-offs. There was $10 million for James Rogers and shareholders voted 22% against executive pay.director independence.

Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please vote to protect shareholder value:

Special Shareowner Meetings—Limit Accelerated Executive Pay – Proposal 5

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PROPOSAL 5:    SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING
LIMITATION OF ACCELERATED EXECUTIVE PAY

Opposing Statement of the Board of Directors:

Your Board of Directors recommends a vote "AGAINST" this proposal for the following reasons:

The Board believes that adoption of this proposal would not be in the best interests of Duke Energy or its shareholders. ConsistentAs described in more detail in the Compensation Discussion and Analysis section of this proxy statement, Duke Energy currently has the flexibility to provide executives with Delaware law, our Amendedcompensation and Restated Certificate of Incorporation providesbenefits, including severance and change in control benefits, that a special meeting of shareholders may be called by the Board. This allows our Board, according to its fiduciary obligations, to exercise its business judgment to determine when it isCompensation Committee believes are competitively necessary and in the best interests of shareholdersDuke Energy and its shareholders. This proposal, if adopted, would limit our ability to takedesign our compensation program and could place Duke Energy at a disadvantage in competing for executive talent.

The proposal would limit Duke Energy's ability to design an equity compensation program that serves the extraordinary stepbest interests of convening a special meeting.Duke Energy and its shareholders.

The Board of Directors believes that our Compensation Committee, which is composed entirely of independent directors, is in the best position to design and implement executive compensation arrangements that are appropriate for Duke Energy, including determining the treatment of equity awards in connection with a change in control. The Compensation Committee has carefully designed Duke Energy's current executive compensation program based on the guiding principle that executive pay should be linked to performance and that the interests of executives and shareholders should be aligned.

Duke Energy's current equity compensation program consists of a mix of restricted stock units and performance shares. Our restricted stock unit awards provide for "double-trigger" vesting in full (without pro ration) upon a qualifying termination of employment in connection with a change in control. Our performance share awards provide for pro rata vesting at the target performance level in the event of a change in control (on a "single-trigger" basis, without regard to termination of employment).

Rather than allowing our Compensation Committee to continue to use its judgment in designing our executive compensation program, the proposal seeks to tie the hands of our Compensation Committee with respect to one aspect of our executive compensation program. The proposal does not believediscuss Duke Energy's current approach to vesting of long-term incentives in connection with a change in control, nor does it is appropriate to enable holdersexplain why the proponent believes that the proposed approach would be preferable in Duke Energy's particular situation.

The treatment of only fifteen percent (a small minority of shareholders)equity awards should not be considered in isolation from the rest of our common stock, regardlesscompensation program. The Compensation Committee has and will continue to evaluate the design of how long they have held their shares, to have an unlimited ability to call special meetings for any purposethis and at any time, including actions that are duplicativeother aspects of other recent proposals on whichour executive compensation program based upon our key business objectives, the interests of our shareholders and developing best practices. In this regard, our shareholders have voted or will vote. Enablingexpressed strong support for the holdersdecisions of only fifteen percentour Compensation Committee with respect to executive compensation, with average shareholder support of approximately 89% over the Company's outstanding stock to call special meetings could subject the Company and the Board to disruption by shareholder activists or special interest groups with a self-serving agenda notfour years that Duke Energy has held "say-on-pay" advisory votes, including approximately 92% support in the long-term best interestsmost recent vote in 2014.

The proposal could create undesirable disincentives for our senior executives in connection with the consideration, negotiation and implementation of the Companya change in control transaction.

The possibility of a change in control can create uncertainty and all of its shareholders. Additionally, special meetings could impose substantial administrativedistractions for key executives and financial burdens on the Company and could significantly disrupt the conduct of the Company's business.

We take shareholders' meetings very seriously and take stepscan cause them to provide shareholders with access to our shareholders' meetings, including making our shareholders' meetings available via webcast. For a company with as many shareholders asconsider leaving Duke Energy, potentially having a special meetingnegative impact on Duke Energy and its shareholders in connection with the consideration, negotiation and implementation of stockholders is a very expensivechange in control transaction. The Compensation Committee has designed Duke Energy's current long-term incentive arrangements with these considerations in mind, and time-consuming affair involving substantial planning, resources, and significant costs. Additionally, preparing for a shareholder meeting requires significant time and attention of the Board of Directors membersbelieves that the current arrangements appropriately reinforce and encourage the continued attention and dedication of Duke Energy's key executives in connection with a potential change in control. The proposal, if adopted, could create disincentives for our senior managementexecutives, arising from the potential loss of all or a portion of their equity awards in connection with a change in control transaction, as compared to the treatment under our current equity compensation program.

The proposal would place Duke Energy at a disadvantage in competing for executive talent.

The proposal could make it more difficult for Duke Energy to attract and other employees, diverting their attention away from performing their primary function,retain talented executives. We have been advised by Frederic W. Cook & Company that our current approach to the treatment of equity awards in connection with a change in control is within the range of market practice as compared to the peers with whom we compete for talent.

The proposal would introduce a number of additional inequities and administrative problems into Duke Energy's equity compensation program.

If adopted, the proposal would create inequities and administrative problems in Duke Energy's equity compensation program, including the following:

•

The proposal seeks to require "double-trigger" vesting for performance shares, notwithstanding potential difficulties inherent in administering and/or adjusting performance goals that were established with respect to Duke Energy so that they are applicable to a different company (i.e., an acquirer) after the change in control transaction.

•

The proposal would not apply, to a large extent, to Duke Energy's current executives, who have existing contractual rights regarding the vesting of equity awards. By

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PROPOSAL 5:    SHAREHOLDER PROPOSAL REGARDING
LIMITATION OF ACCELERATED EXECUTIVE PAY

its terms, the proposal would not affect any contractual rights in existence on the date the proposal is adopted, and, therefore, even if the proposal were adopted, we would not be able to impose partial, pro rata vesting of equity awards at termination for our current executives, as Duke Energy is contractually obligated to provide them with additional vesting credit after termination of employment pursuant to existing severance protections. As a result, the proposal would apply differently to our existing and new executives, creating internal disparities among the executive group.

Accordingly, because Duke Energy's current executive compensation program, which has been overwhelmingly supported by our shareholders, is structured to operateprovide Duke Energy with the businessnecessary flexibility to provide compensation and benefits in a manner that aligns the interests of our executives and shareholders, properly incentivizes our executives, and allows Duke Energy to attract and retain top talent, the CompanyBoard of Directors believes that the proposal is not in the best interests of ourDuke Energy or its shareholders. Calling special meetings of shareholders is not a matter to be taken lightly, and special meetings should be extraordinary events that only occur when either fiduciary obligations or strategic concerns require that the matters to be addressed cannot wait until the next annual meeting or through an alternative means.

The Board also believes that the merits of this proposal should be viewed in light of our Company's high standards of corporate governance, as discussed in this proxy statement. Our Company is committed to good governance practices and has demonstrated accountability and responsiveness to the views and concerns of shareholders. These governance practices include, among other things, the annual election of all Board members and a majority vote standard for the election of our directors. A majority vote standard for election of directors was submitted to our shareholders at the 2013 Annual Meeting of Shareholders, and although it did not receive majority support, our Board recognized this was an important issue and meaningful governance policy to a great number of shareholders and, therefore, our Board decided to adopt the proposal. In addition to our strong corporate governance framework, including these governance policies, our Board is recommending today that shareholders approve amending the Company's Certificate of Incorporation to allow for shareholders to act by written consent, rather than wait until the next annual meeting, if circumstances necessitate more urgent action. This right to act by written consent will give shareholders the necessary means by which shareholders can take action outside of annual or special meetings called by the Board; therefore, this proposal to enable small, short-term shareholders to call special meetings is unnecessary. Management discussed this issue with a number of our shareholders and heard from a number of those shareholders that action by written consent and the ability to call special meetings were meant to achieve the same governance principle and implementing both initiatives would be redundant and unnecessary.

Finally, we should note that Delaware law already requires that special meetings be called so that shareholders have the ability to vote on significant corporate issues such as mergers, acquisitions, or the disposition of substantially all of the Company's assets. This requirement, combined with our Company's existing governance policies and practices that provide shareholders with access to the Board and members of senior management and offer ample opportunity for shareholders to express their views to management, and the ability for shareholders to take action by written consent, provides shareholders the means to be heard outside of the annual meeting context without providing additional expensive and time-consuming mechanisms that are prone for abuse such as proposed by this proposal.

For the Above Reasons, the Board of Directors Recommends a Vote "AGAINST" This Proposal.

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PROPOSAL 6:     SHAREHOLDER PROPOSAL REGARDING
POLITICAL CONTRIBUTION DISCLOSURE

The Nathan Cummings Foundation, 475 Tenth Avenue, 14^th Floor, New York, New York 10018, owners of 1,329 shares of common stock of Duke Energy, submitted the following proposal:

Resolved, that the shareholders ofDuke Energy ("Company") hereby request that the Company provide a report, updated semiannually, disclosing the Company's:

1.

Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

2.

Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

a.

The identity of the recipient as well as the amount paid to each; and

b.

The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be presented to the boardBoard of directorsDirectors or relevant boardBoard committee and posted on the Company's website.

Payments used for lobbying are not encompassed by this proposal.

Supporting Statement:

As long-term shareholdersLast year, almost half of the Duke Energy we supportshares voted supported this resolution, which asks for transparency and accountability inon corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, both direct and indirect.spending.

Disclosure is in the best interest of the Company and its shareholders. The Supreme Court said in itsCitizens United decision: "[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages." Gaps in transparency and accountability may expose the CompanyTheNew York Times' Editorial Board recently declared that, "Basic investor protection requires that shareholders know how corporate money is spent. Good corporate governance requires executives to reputational and business risks that could threaten long-term shareholder value.be transparent about their use of company cash."

We note that our Company makes some information about itsoffers a political activities availablepolicy on its website. But the Companyit does not provide comprehensive and voluntaryany disclosure ofon its political expenditures, either direct and indirect political expenditures.or indirect. Indeed, the20132014 CPA-Zicklin Index of Corporate Political Disclosure and Accountability rated Duke Energy near the bottom among the top 200largest 300 companies in the S&P 500, giving it just 1931 points out of 100.

Relying on publicly available data does not provide a complete picture of the Company's political spending. The Company's payments to trade associations used for political activities are undisclosed and unknown. The proposal asks the CompanyDuke Energy to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with a growing number of leading companies,peers, includingNoble Energy, Exelon Corp., andConocoPhillips, that support political disclosure and accountability and present this information on their websites.

Gaps in transparency and accountability may expose the Company to reputational and business risks that could threaten long-term shareholder value. The Company's Board and shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

Opposing Statement of the Board of Directors:Directors

Your Board recommends a vote "AGAINST" this proposal for the following reasons:

Duke Energy is committed to adhering to the highest standards of ethics in engaging in any political activities and complying with the letter and spirit of all laws and regulations governing political contributions.expenditures. As a public utility holding company, Duke Energy is highly regulated. As such, the Board of Directors believes that it is in Duke Energy's and its shareholders' best interests to participate in the political process by engaging in a government relations program to educate and inform public officials about our position on issues significant to our business, as well as to participate in these discussions regarding potential laws and regulations through memberships in trade organizations. Duke Energy's political activities and expenditures are overseen by the Regulatory Policy and Operations Committee of the Board of Directors, in accordance with its Charter as well as Duke Energy's Political Activity Policy.

Duke Energy received this same proposal at its 2014 Annual Meeting of Shareholders. Although the proposal did not receive a majority of votes, the Company took note of the level of

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Most Company-related political contributions, including all contributions to federal candidates, originate from funds that are voluntarily contributedPROPOSAL 6:    SHAREHOLDER PROPOSAL REGARDING
POLITICAL CONTRIBUTION DISCLOSURE

shareholder interest and made the topic a key point of discussion during its corporate governance engagement program with shareholders in 2014. As part of the program, the Company met with approximately twenty-five percent of Duke Energy's common stock ownership, and as a result of these discussions and after careful study and deliberation of the issues by employees either directly to the campaign, orDuke Energy's Board of Directors, significant changes were made to Duke Energy's website to detail the Board's oversight, and the Company's governance of political action committee (DUKEPAC), and not from corporate funds. expenditures. Additional changes will also be made to our disclosure of the Company's political expenditures on the website.

Oversight process

Duke Energy's Political Activity Policy governs the procedure by which contributions arepolitical expenditures made by Duke Energy atEnergy's employees, directors and agents. A summary of the federal level andPolitical Activity Policy is disclosed on the Corporate Governance page of our website athttp://www.duke-energy.com/corporate-governance/politicalactivity.asp.politicalactivity.asp. The ultimate oversight of the Company's policies, practices and strategy with respect to political expenditures is the responsibility of the Regulatory Policy and Operations Committee as detailed in its Charter which is disclosed atwww.duke-energy.com/corporate-governance/board-committee-charters/regulatory-policy-and-operations.asp.

In addition to continuing the oversight of the Regulatory Policy and Operations Committee of the Board of Directors, the Company took action to enhance its governance of political expenditures in 2015. A tiered governance process has been adopted that requires increasing levels of authority within the Company depending on the dollar amounts of the political expenditures being proposed. Furthermore, a new Political Expenditures Committee comprised of senior executives has been formed to review and provide a Company political expenditure strategy and monitor and track corporate political expenditures (the "Political Expenditures Program"). As part of its oversight, the Board's Regulatory Policy and Operations Committee also will review periodically the strategy, policies and practices of the corporate Political Expenditures Program.

Corporate and DUKEPAC contributions

Although Duke Energy may make contributions to political committees and parties at the federal and state levels, Duke Energy does not make corporate contributions to federal candidates as such contributions are prohibited. Accordingly, all contributions to federal candidates originate from voluntary employee contributions made to DUKEPAC. Corporate contributions to state candidates in Duke Energy's Ohio, North Carolina and Kentucky service territories are also prohibited and therefore any contributions made to state candidates in those locations are made solely by DUKEPAC, and not from corporate funds. Corporate contributions are permitted in Duke Energy's other service territories, Florida, South Carolina and Indiana, and both DUKEPAC and the Company make contributions from time to time to state candidates in those locations.

Regulation and disclosure

Corporate contributions and activities of DUKEPAC are subject to

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PROPOSAL 6:    SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTION DISCLOSURE

regulation by the state and federal government, including detailed disclosure requirements. For example, as required by federal law, DUKEPAC files monthly reports with the Federal Election Commission (FEC) reporting all political contributions made to federal candidates, and also files pre-election and post-election FEC reports. State regulations in the service territories in which DUKEPAC or the Company makes contributions also require the disclosure to state election commissions of political contributions to state candidates. Duke Energy and DUKEPAC are fully compliant with all federal and state election laws.

As a result of the feedback we received from our shareholders during our shareholder corporate governance engagement program, we have made a number of changes since last year. Beginning in 2016, all reported DUKEPAC contributions, corporate contributions and lobbying expenses will be disclosed in the aggregate by category and posted directly on our website so that they may be more easily accessed and viewed by our shareholders. In addition to the disclosure of these disclosures, all DUKEPAC contributions are disclosed through a link on the Political Participation page of our website athttp://www.duke-energy.com/corporate-governance/political-participation.asp. Additionally, all political contributions at the federal level over $200.00 are required to be disclosed and the identity of the donor and the recipient are available to any member of the public from the FEC. Links to these disclosures are also provided on Duke Energy's webpage below the Political Activity Policy.

Political contributions by DUKEPAC and from corporate funds are also subject to regulation at the state government level. Disclosure of our policies and procedures regarding our lobbying activities and business associations and the benefits to our shareholders surrounding such activities are already readily available to the public and our shareholders through the linksexpenditures on our website, described above. Similarly, our major business associationsthe Company will more fully describe the Board's oversight, and coalitions are providedthe Company's governance, of political expenditures on our website athttp://www.duke-energy.com/environment/affiliations-partnerships.asp. as described above.

Accordingly, because the Company is fully compliant with all federal and state regulations regarding political expenditures and their disclosure and has supplemented its compliance with improved governance and website disclosure, as requested by shareholders during our corporate governance engagement program, the Board of Directors believes that additional reports requested in the proposal would result in an unnecessary and unproductive use of the Company's resources. As a result of the disclosures mandated by federal and state laws as well as the voluntary disclosures provided by the Company, the Board has concluded that ample disclosure exists regarding Duke Energy's political contributions to alleviate the concerns cited in this proposal.

Because the Company is committed to complying with all applicable current and future political contribution and campaign finance laws and already publicly discloses its political contributions as required by law, your Board believes that the special report requested in this proposal is duplicative and unnecessary.

For the Above Reasons, the Board of Directors Recommends a Vote "AGAINST" This Proposal.

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OTHER INFORMATION

Discretionary Voting AuthorityPROPOSAL 7:     SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS

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AsThe City of New York, Officer of the date this proxy statement went to press,Comptroller, on behalf of the New York City Employees' Retirement System, Municipal Building, One Centre Street, Room 629, New York, New York 10007-2341, owners of 521,797 shares of Duke Energy, didand the Connecticut Retirement Plans and Trust Funds, 55 Elm Street, Hartford, Connecticut 06106-1773, owners of 136,631 shares of common stock of Duke Energy Corporation, submitted the following proposal:

RESOLVED: Shareholders ofDuke Energy Corporation (the "Company") ask the board of directors (the "Board") to adopt, and present for shareholder approval, a "proxy access" bylaw. Such a bylaw shall require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or group (the "Nominator") that meets the criteria established below. The Company shall allow shareholder to vote on such nominee on the Company's proxy card.

The number of shareholder-nominated candidates appearing in proxy materials shall not anticipateexceed one quarter of the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a Nominator must:

a)

have beneficially owned 3% or more of the Company's outstanding common stock continuously for at least three years before submitting the nomination;

b)

give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any matterSecurities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the "Disclosure"); and

c)

certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator's communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the proposals set outCompany's proxy materials; and (c) to the best of its knowledge, the required shares were acquired in this proxy statement would be raisedthe ordinary course of business and not to change or influence control at the annual shareholder meeting. If any other matters are properly presented atCompany.

The Nominator may submit with the annual shareholder meeting, the persons named as proxies will have discretion to vote on those matters according to their best judgment.

Section 16(a) Beneficial Ownership Reporting Compliance

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Section 16(a)Disclosure a statement not exceeding 500 words in support of the Exchange Act requires Duke Energy's directors and executive officers, and any persons owning more than 10% of Duke Energy's equity securities, to file with the SEC initial reports of beneficial ownership and certain changes in that beneficial ownership, with respect to such equity securities of Duke Energy. We prepare and file these reports on behalf of our directors and executive officers. To our knowledge, all Section 16(a) reporting requirements applicable to our directors and executive officers were satisfied in a timely manner during 2013.

Related Person Transactions

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Related Person Transaction Policy.nominee (the "Statement"). The Corporate Governance Committee adopted a Related Person Transaction Policy that sets forth ourBoard shall adopt procedures for promptly resolving disputes over whether notice of nomination was timely, whether the identification, review, considerationDisclosure and approval or ratification of "related person transactions." For purposes of our policy only, a "related person transaction"Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.

Supporting Statement:

We believe proxy access is a transaction, arrangement or relationship (or any seriesfundamental shareholder right that will make directors more accountable and contribute to increased shareholder value. The CFA Institute's 2014 assessment of similar transactions, arrangements or relationships)pertinent academic studies and the use of proxy access in which we and any "related person" are, were or will be participants and in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A "related person" is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related person transaction (including any transactionother markets similarly concluded that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation), our management must present information regarding the related person transaction to our Corporate Governance Committee (or, if Corporate Governance Committee approval would be inappropriate, to the Board of Directors) for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will, on an annual basis, collect information from each director, executive officer and (to the extent feasible) significant shareholders to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under our codes of business conduct and ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our Corporate Governance Committee (or Board of Directors) will take into account the relevant available facts and circumstances including but not limited to:proxy access:

•

Would "benefit both the risks, costsmarkets and benefits to us;corporate boardrooms, with little cost or disruption."

•

Has the impact onpotential to raise overall US market capitalization by up to $140.3 billion if adopted market-wide. (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)

The proposed bylaw terms enjoy strong investor support – votes for similar shareholder proposals averaged 55% from 2012 through September 2014 – and similar bylaws have been adopted by companies of various sizes across industries, including Chesapeake Energy, Hewlett-Packard, Western Union and Verizon.

We urge shareholders to vote FOR this proposal.

Opposing Statement of the Board of Directors:

Your Board recommends a director's independencevote "AGAINST" this proposal for the following reasons:

The Board believes the adoption of proxy access at Duke Energy is unnecessary and potentially harmful to the effectiveness of the Board and the director nomination process. Proxy access allows shareholders to use Duke Energy's proxy materials to propose nominees for the Board of Directors. By doing so, proxy access bypasses the Board of Director's current process of determining the needs of the Board and identifying independent candidates with the appropriate skillset to fill those needs. Proxy access may also encourage expensive and disruptive contested elections, as well as encourage special interest groups to pursue agendas that are not in the event thatbest interest of all shareholders.

Duke Energy's current director election practices provide shareholders with the related person isopportunity to make director nominations as well as to elect directors annually with a director, immediate family member ofmajority voting process. Furthermore, Duke Energy has demonstrated a director or an entity with which a director is affiliated;

•

the availability of other sources for comparable services or products; and

•

the terms availablecommitment to or from, as the case may be, unrelated third parties or to or from employees generally.

The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Corporate Governance Committee (or Board of Directors) must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our shareholders, as our Corporate Governance Committee (or Board of Directors) determines in the good faith exercise of its judgment. There were no related person transactions with any of our executive officers or directors in 2013.corporate governance by being

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PROPOSAL 7:    SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS

consistently responsive to our shareholders, by engaging with our shareholders on a regular basis and by adopting corporate governance practices which are in the best interests of Duke Energy's shareholders as a result of those discussions. Accordingly, our Board of Directors believes that the adoption of proxy access is unnecessary and not in the best interest of Duke Energy's shareholders.

Duke Energy's corporate governance practices and responsiveness to shareholders make proxy access unnecessary.

The premise behind proxy access is that companies are not fully accountable to shareholders. However, at Duke Energy, that premise is incorrect. The Board has been consistently responsive to proposals that have received a substantial favorable vote at the Annual Meeting of Shareholders. As a result of this responsiveness, the Board has adopted the following corporate governance practices in just the last two years:

•

In 2013, the Board of Directors adopted a majority vote standard for the election of directors in uncontested elections in response to a shareholder proposal despite the fact that the proposal failed to receive a majority vote at the 2013 Annual Meeting of Shareholders.

•

In 2014, the Board of Directors adopted the right for shareholders to act by less than unanimous written consent.

•

Also in 2014, the Board of Directors adopted the right for shareholders to call a special meeting of shareholders.

There are also numerous means by which shareholders can make their views known to the Board. Duke Energy has a robust shareholder engagement program through which it has an ongoing dialogue with its largest shareholders. Through this engagement program, members of the Board of Directors have met directly with certain of its shareholders in 2014. The Company also provides a means for communicating directly with independent directors (as described on page 29 of this proxy statement). Finally, as previously mentioned, there are already procedures for shareholders to propose Board nominees and solicit proxies for their nominees under the Company's By-Laws and the SEC's proxy rules.

Proxy access could damage the Company's process for identifying independent director nominees with appropriate skills.

Proxy access would bypass the Board's current process for identifying directors who meet the Company's Standards for Director Independence as well as the SEC and New York Stock Exchange requirements for director independence. This process is complex in light of the scope of the Company's business and the potential that candidates, their family members or affiliated entities may do business with the Company. It would be very difficult for shareholders proposing director nominees to determine the required independence of those nominees in advance of their names being included in proxy materials.

Furthermore, in order to provide appropriate oversight to the Company, Duke Energy's Board must be comprised of directors with complementary skills and experiences. The Corporate Governance Committee carefully considers the needs of the Board in light of the Company's priorities and the current skillsets of the Board and identifies potential nominees using that criteria. Proxy access bypasses this process by directly placing shareholder nominees on the slate for election even though they may not meet the criteria for independence or who may fail to contribute to the mix of needed skills and perspectives.

Proxy access could result in unnecessary expense, distraction and abuse by special interest groups.

Proxy access facilitates proxy contests that can be expensive and disruptive, but does so in a way that causes the Company to bear the expense of such proxy contest while the shareholder nominee need not spend its own resources to promote its nominee.

Proxy access allows shareholders to use Duke Energy's proxy materials to propose nominees for the Board of Directors. Duke Energy's By-Laws already provide the right for shareholders to propose nominees to the Board of Directors and the federal securities laws provide a mechanism by which shareholders may solicit proxies in favor of their nominees. As a result, the only situation in which proxy access would expand the voice of shareholders in director elections would be one in which shareholders were deterred from nominating a person for election to our Board of Directors due to the cost of soliciting proxies. Shareholders holding 3% or more of the outstanding stock of the Company, as the proposal requires, which is worth approximately $1.6 billion based on the closing price of the Company's common stock on March 9, 2015, have sufficient resources to bear the costs of their own proxy solicitation and should be prepared to do so rather than impose those costs upon the other shareholders of the Company. It is exactly because the SEC had not adequately assessed the expense and distraction that proxy contests would entail that a proxy access rule previously proposed by the SEC was overturned by the United States Court of Appeals for the District of Columbia.

Proxy access could also be abused by special interest groups to promote an agenda that is not in the best interest of all shareholders by making it easier for those groups to use the threat of a contested election, which could be an expensive and disruptive event for the Company, to seek concessions from the Company relating to that shareholder's special interest. Special interest groups would not be limited by the concern of proxy solicitation costs; however, the Company would be forced to consider whether to make concessions or potentially bear all the costs associated with a contested election.

For all the reasons discussed above, the Board believes that the adoption of proxy access is not in the best interests of Duke Energy or its shareholders.

For the Above Reasons, the Board of Directors Recommends a Vote "AGAINST" This Proposal.

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

On what am I voting?

				More information		Board recommendation		Broker non-votes		Abstentions		Votes required for approval
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PROPOSAL 1		Election of directors		Page 11		FOR each nominee		Do not count		Do not count		Majority of votes cast, with a resignation policy
PROPOSAL 2		Ratification of Deloitte & Touche LLP as Duke Energy Corporation's independent public accountant for 2015		Page 34		FOR		Vote for		Vote against		Majority of shares represented
PROPOSAL 3		Advisory vote to approve Duke Energy Corporation's named executive officer compensation		Page 36		FOR		Do not count		Vote against		Majority of shares represented
PROPOSAL 4		Approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan		Page 65		FOR		Do not count		Vote against		Majority of shares represented
PROPOSAL 5		Shareholder proposal regarding limitation of accelerated executive pay		Page 72		AGAINST		Do not count		Vote against		Majority of shares represented
PROPOSAL 6		Shareholder proposal regarding political contribution disclosure		Page 75		AGAINST		Do not count		Vote against		Majority of shares represented
PROPOSAL 7		Shareholder proposal regarding proxy access		Page 77		AGAINST		Do not count		Vote against		Majority of shares represented
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Who can vote?

Holders of Duke Energy's common stock as of the close of business on the record date, March 9, 2015, are entitled to vote, either in person or by proxy, at the Annual Meeting of Shareholders. Each share of Duke Energy common stock has one vote.

How do I vote?

By Proxy – Before the Annual Meeting of Shareholders, you can give a proxy to vote your shares of Duke Energy common stock in one of the following ways:

By Internet using your computer		By telephone		By mailing your proxy card
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name		Cast your ballot, sign your proxy card and send free of postage

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

The telephone and Internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded. If you wish to vote by telephone or Internet, please follow the instructions that are included on your notice.

If you mail us your properly completed and signed proxy card or vote by telephone or Internet, your shares of Duke Energy common stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted:

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FOR the election of all nominees for director;

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FOR the ratification of Deloitte & Touche LLP as Duke Energy Corporation's independent public accountant for 2015;

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FOR the advisory vote to approve Duke Energy Corporation's named executive officer compensation;

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FOR the approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan;

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AGAINST the shareholder proposal regarding limitation of accelerated executive pay;

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AGAINST the shareholder proposal regarding political contribution disclosure; and

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AGAINST the shareholder proposal regarding proxy access.

We do not expect that any other matters will be brought before the Annual Meeting of Shareholders. However, by giving your proxy, you appoint the persons named as proxies as your representatives at the Annual Meeting of Shareholders.

In Person – You may come to the Annual Meeting of Shareholders and cast your vote there. You may be admitted to the meeting by bringing your notice, proxy card or, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on March 9, 2015, along with some form of government-issued identification.

May I change or revoke my vote?

Yes. You may change your vote or revoke your proxy at any time prior to the Annual Meeting of Shareholders by:

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notifying Duke Energy's Corporate Secretary in writing that you are revoking your proxy;

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providing another signed proxy that is dated after the proxy you wish to revoke;

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using the telephone or Internet voting procedures; or

•

attending the Annual Meeting of Shareholders and voting in person.

Will my shares be voted if I do not provide my proxy?

It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the meeting.

Brokerage firms generally have the authority to vote their customers' unvoted shares on certain "routine" matters. If your shares are held in the name of a broker, bank or other nominee, such nominee can vote your shares for the ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant for 2015 if you do not timely provide your proxy because this matter is considered "routine" under the applicable rules. However, no other items are considered "routine" and may not be voted by your broker without your instruction.

If I am a participant in the Duke Energy Retirement Savings Plan, how do I vote shares held in my plan account?

If you are a participant in the Duke Energy Retirement Savings Plan, you have the right to provide voting directions to the plan trustee, Fidelity Management Trust Company, by submitting your proxy card for those shares of Duke Energy common stock that are held by the plan and allocated to your account. Plan participant proxies are treated confidentially.

If you elect not to provide voting directions to the plan trustee, the plan trustee will vote the Duke Energy shares allocated to your plan account in the same proportion as those shares held by the plan for which the plan trustee has received voting directions from other plan participants. The plan trustee will follow participants' voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.

Because the plan trustee must process voting instructions from participants before the date of the Annual Meeting of Shareholders, you must deliver your instructions no later than May 4, 2015, at 11:59 p.m.

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

What constitutes a quorum?

As of the record date, 708,016,491 shares of Duke Energy common stock were issued and outstanding and entitled to vote at the Annual Meeting of Shareholders. In order to conduct the Annual Meeting of Shareholders, a majority of the shares entitled to vote must be present in person or by proxy. This is referred to as a "quorum." If you submit a properly executed proxy card or vote by telephone or on the Internet, you will be considered part of the quorum. Abstentions and broker "non-votes" will be counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" is not, however, counted as present and entitled to vote for purposes of voting on individual proposals other than ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant. A broker "non-vote" occurs when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under NYSE listing standards, does not have discretionary authority to vote on a matter.

Who conducts the proxy solicitation and how much will it cost?

Duke Energy is requesting your proxy for the Annual Meeting of Shareholders and will pay all the costs of requesting shareholder proxies. We have hired Georgeson Inc. to help us send out the proxy materials and request proxies. Georgeson's base fee for these services is $21,000, plus out-of-pocket expenses. We can request proxies through the mail or personally by telephone, fax or Internet. We can use directors, officers and other employees of Duke Energy to request proxies. Directors, officers and other employees will not receive additional compensation for these services. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Duke Energy common stock.

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OTHER INFORMATION

Discretionary Voting Authority

As of the date this proxy statement went to press, Duke Energy did not anticipate that any matter other than the proposals set out in this proxy statement would be raised at the Annual Meeting of Shareholders. If any other matters are properly presented at the Annual Meeting of Shareholders, the persons named as proxies will have discretion to vote on those matters according to their best judgment.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Duke Energy's directors and executive officers, and any persons owning more than 10% of Duke Energy's equity securities, to file with the SEC initial reports of beneficial ownership and certain changes in that beneficial ownership, with respect to such equity securities of Duke Energy. We prepare and file these reports on behalf of our directors and executive officers. To our knowledge, all Section 16(a) reporting requirements applicable to our directors and executive officers were satisfied in a timely manner during 2014.

Related Person Transactions

Related Person Transaction Policy. The Corporate Governance Committee adopted a Related Person Transaction Policy that sets forth our procedures for the identification, review, consideration and approval or ratification of "related person transactions." For purposes of our policy only, a "related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any "related person" are, were or will be participants and in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A "related person" is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related person transaction (including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation), our management must present information regarding the related person transaction to our Corporate Governance Committee (or, if Corporate Governance Committee approval would be inappropriate, to the Board of Directors) for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will, on an annual basis, collect information from each director, executive officer and (to the extent feasible) significant shareholders to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under our codes of business conduct and ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our Corporate Governance Committee (or Board of Directors) will take into account the relevant available facts and circumstances including but not limited to:

•

the risks, costs and benefits to us;

•

the impact on a director's independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

•

the availability of other sources for comparable services or products; and

•

the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Corporate Governance Committee (or Board of Directors) must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our shareholders, as our Corporate Governance Committee (or Board of Directors) determines in the good faith exercise of its judgment. There were no related person transactions with any of our executive officers or directors in 2014.

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Proposals and Business by ShareholdersOTHER INFORMATION

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Proposals and Business by Shareholders

If you wish to submit a proposal for inclusion in the proxy statement for our 2015 annual shareholder meeting,2016 Annual Meeting of Shareholders, we must receive it by November 21, 2014.25, 2015.

In addition, if you wish to introduce business at our 2015 annual meeting2016 Annual Meeting of Shareholders (besides that in the Notice of the meeting), you must send us written notice of the matter. Your notice must comply with the requirements of our by-laws,Amended and Restated By-Laws, and we must receive it no earlier than January 1, 2015,8, 2016, and no later than January 31, 2015.February 7, 2016. The individuals named as proxy holders for our 2015 annual shareholder meeting2016 Annual Meeting of Shareholders will have discretionary authority to vote proxies on matters of which we are not properly notified and also may have discretionary voting authority under other circumstances.

Your proposal or notice should be mailed to Duke Energy'sour Corporate Secretary at the following address: Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1321,1414, Charlotte, North Carolina 28201-1321.NC 28201-1414.

Electronic Delivery of the 2014 Annual Report and Proxy Materials

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If you received a paper version of this year's proxy materials, please consider signing up for electronic delivery of next year's materials. Electronic delivery significantly reduces Duke Energy's printing and postage costs associated with paper publications and also reduces our consumption of natural resources. You will be notified immediately by e-mail when next year's annual report and proxy materials are available. E-delivery makes it more convenient for shareholders to cast their votes on issues that affect Duke Energy.

In order to enroll for electronic delivery, go tohttp://www.icsdelivery.com/duk and follow the instructions. You will need to enter a valid email address along with your social security number.

If you elect to receive your Duke Energy materials via the Internet, you can still request paper copies by contacting Investor Relations at (800) 488-3853 or athttp://www.duke-energy.com/contactIR.

Householding Information

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Householding Information

Duke Energy has adopted a procedure called "householding," which has been approved by the SEC. Under this procedure, a single copy of the annual report and proxy statement is sent to any household at which two or more shareholders reside, unless one of the shareholders at that address notifies us that they wish to receive individual copies. This procedure reduces our printing costs and fees. Each shareholder will continue to receive separate proxy cards, and householding will not affect dividend check mailings or InvestorDirect Choice Plan statement mailings in any way.

If you have previously consented, householding will continue until you are notified otherwise or until you notify Investor Relations by telephone at (800) 488-3853, atwww.duke-energy.com/contactIR, or by mail at P.O. Box 1005, Charlotte, NC 28201-1005, that you wish to receive separate annual reports and proxy statements. You will be removed from the householding program within 30 days of receipt of your notice. If you received a householded mailing this year and you would like to have additional copies of our annual report and proxy statement mailed to you, please submit your request to Investor Relations at the number or address above. We will promptly send additional copies of the annual report and proxy statement upon receipt of such request.

A number of brokerage firms have instituted householding. If you hold your shares in "street name," please contact your bank, broker or other holder of record to request information about householding.

Electronic Delivery of the Annual Report and Proxy Materials

If you received a paper version of this year's proxy materials, please consider signing up for electronic delivery of next year's materials. Electronic delivery significantly reduces Duke Energy's printing and postage costs and also reduces our consumption of natural resources. You will be notified immediately by e-mail when next year's annual report and proxy materials are available. Electronic delivery also makes it more convenient for shareholders to cast their votes on issues that affect Duke Energy.

74    DUKE ENERGYIn order to enroll for electronic delivery, go to – 2014 Proxy Statementwww.icsdelivery.com/duk and follow the instructions. If you elect to receive your Duke Energy materials via the Internet, you can still request paper copies by contacting Investor Relations at (800) 488-3853 or atwww.duke-energy.com/investors/contactIR.

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APPENDIX A

CDB Energy Services Executive Compensation Database

AEI Services AES AGL Resources Allete Alliant Energy Ameren American Electric Power Areva ATC Management Atmos Energy Avista Babcock & Wilcox Babcock Power BG US Services Black Hills California Independent     System Operator Calpine Capital Power Corporation CenterPoint Energy CH Energy Group Cheniere EnergyCleco CMS Energy Colorado Springs Utilities Consolidated Edison CPS Energy Crosstex Energy Dominion Resources DTE Energy Dynegy		Edison International El Paso Corporation El Paso ElectricEdison Mission Energy ElectriCities of North Carolina Enbridge Energy Energen Energy Future Holdings		Energy Northwest Energy Solutions Energy Transfer Entergy Enterprise Products Partners EQT Corporation ERCOT Exelon FirstEnergy GenOnFirst Solar GDF SUEZ Energy North     America Grand River Dam Authority Hunt Consolidated Iberdrola RenewablesUSA Idaho Power Indianapolis Power & Light     Company Integrys Energy Group IPR - GDF SUEZ North AmericaISO New England ITC Holdings Kinder Morgan LG&E and KU Energy Lower Colorado River Authority MDU Resources MGE		MidAmerican Energy MidAmerican EnergyMidwest Independent     Transmission System     Operator New York Independent     System Operator New York Power Authority NextEra Energy, Inc. NiSource Northeast Utilities NorthWestern Energy NRG Energy NSTAR NV Energy NW Natural OCI Enterprises OGE Energy Oglethorpe Power Ohio Valley Electric Old Dominion Electric Omaha Public Power Otter Tail Pacific Gas & Electric People's Natural Gas Pepco Holdings		Pinnacle West Capital PJM Interconnection PNM Resources Portland General Electric PPL Primary Energy Recycling		Proliance Holdings Public Service Enterprise     Group Puget Energy Salt River Project SCANA Sempra Energy South Jersey Gas Southern Company Services Southern Union CompanySouthwest Gas Spectra Energy STP Nuclear Operating Targa ResourcesSunCoke Energy TECO Energy Tennessee Valley Authority TransCanada UGI UIL Holdings UniSourceUnitil UNS Energy Unitil URENCO USA Vectren Westar Energy Williams Companies Wisconsin Energy Wolf Creek Nuclear Xcel Energy

DUKE ENERGY – 2014 Proxy Statement    75

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APPENDIX B

Towers Watson CDB General Industry Executive Compensation Database

3M		Energy Transfer Partners		NextEra Energy Inc.		Whirlpool
ABB (Asea Brown Boveri)		Ericsson		Nike		Xerox
AES Corporation		Exelon		Nokia Corporation		Yum! Brands
AMR		FedEx		Northrop Grumman		eBay
Accenture		FirstEnergy		Occidental Petroleum
ACH Food Agrium Air Liquide Air Products and Chemicals Alcatel Lucent Amgen APL ARAMARK Arrow Electronics Atos IT Solutions and Services Automatic Data Processing Ball Baxter International Boehringer Ingelheim Bristol-Myers Squibb Carnival CEVA Logistics Colgate-Palmolive ConAgra Foods Covidien CSC CSX Cummins Daiichi Sankyo Danaher Dean Foods Eaton EBay EMC Estee Lauder		Freeport-McMoRan Copper & Gold GAP		Gavilon PPG Industries
Air Liquide		Fujitsu Limited		Pacific Gas & Electric
Alcoa		Gap		Paramount
American Electric Power		General Mills GROWMARK Hilton Worldwide HTC Illinois Tool Works Ingersoll Rand Jabil Circuit Jacobs Engineering Kao Brands KBR Kellogg Kimberly-Clark Kyocera L-3 Communications Land O'Lakes Lend Lease Limited Marriott International Medtronic Micron Technology MillerCoors Monsanto Mosaic Motorola Mobility Navistar International Neoris USA Newmont Mining Norfolk Southern Novo Nordisk Pharmaceuticals Office DepotDynamics		Parker Hannifin Performance Food Group Potash PPG Industries Praxair R.R. Donnelley Research in Motion Rolls-Royce North America S.C. Johnson
Anadarko Petroleum		General Mills		Qualcomm
Apache		Goodyear Tire & Son SAIC SCA Americas Rubber		Sabic
Arrow Electronics		Google		Safeway
Avnet		Hess		Schlumberger
BAE Systems		HollyFrontier Corporation		Schneider Electric Industry
Baxter International		Honeywell		Seagate Technology Sherwin-Williams
Best Buy		Illinois Tool Works		Sears
Bridgestone Americas		Indianapolis Power & Light Company		Sodexo Solvay America
CBS		International Paper		Southern Company Services
CHS		Jabil Circuit		Southwest Airlines
CSC		Johnson Controls		Sprint Nextel
Carnival		KDDI Corporation		Staples
Chevron Phillips Chemical		Kellogg		Starbucks Syngenta Crop Protection Coffee
Cisco Systems		Kimberly-Clark		SuperValu Stores
Coca-Cola		Kohl's		Sysco
Colgate-Palmolive		Kyocera Corporation		TE Connectivity Textron Thermo Fisher Scientific Tomson Ltd.
Compass Group		L-3 Communications		TRW Automotive
ConAgra Foods		Lear		Tesoro
DIRECTV Group		Lenovo		Thomson Reuters
Danaher		Lockheed Martin		Time Warner
Deere & Company		LyondellBasell		Time Warner Cable Transocean TRW Automotive Union Pacific URS
Delta Air Lines		Macy's		Tyson Foods
DuPont		Marathon Oil		United States Steel
EMC		McDonald's		Viacom
Eaton		Medtronic		Walt Disney
Emerson Electric		Monsanto		Waste Management Whirlpool Xerox Yum! Brands

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APPENDIX C

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DUKE ENERGY CORPORATION

DUKE ENERGY CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS:

1.       The name of the corporation isDuke Energy Corporation. The name under which the corporation was originally incorporated was Deer Holding Corp. The name of the corporation was changed to Duke Energy Holding Corp. on June 21, 2005. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 3, 2005.

2.       This Amended and Restated Certificate of Incorporation, having been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL") and by theapproval of the stockholders of the Corporation in accordance with Section 211 of the DGCL, restates and integrates and further amends the provisions of theAmended and Restated Certificate of Incorporation as amended or supplemented heretofore. As so restated and integrated and further amended, the Amended and Restated Certificate of Incorporation (hereinafter, this "Certificate of Incorporation") reads as follows:

ARTICLE FIRST

Name

The name of the corporation is Duke Energy Corporation.

ARTICLE SECOND

Registered Office

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE THIRD

Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

ARTICLE FOURTH

Capital Stock

(a)       The aggregate number of shares of stock that the Corporation shall have authority to issue is two billion forty-four million (2,044,000,000) shares, consisting of two billion (2,000,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"), and forty-four million (44,000,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock").

(b)      The Board of Directors of the Corporation shall have the full authority permitted by law, at any time and from time to time, to divide the authorized and unissued shares of Preferred Stock into one or more classes or series and, with respect to each such class or series, to determine by resolution or resolutions the number of shares constituting such class or series and the designation of such class or series, the voting powers, if any, of the shares of such class or series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of any such class or series of Preferred Stock to the full extent now or hereafter permitted by the law of the State of Delaware. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding.

(c)       Subject to applicable law and the rights, if any, of the holders of any class or series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors of the Corporation in its discretion shall determine. Nothing in this ARTICLE FOURTH shall limit the power of the Board of Directors to create a class or series of Preferred Stock with dividends the rate of which is calculated by reference to, and the payment of which is concurrent with, dividends on shares of Common Stock.

(d)      In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, subject to the rights of the holders of any class or series of the Preferred Stock, the net assets of the Corporation available for distribution to stockholders of the Corporation shall be distributedpro rata to the holders of the Common Stock in accordance with their respective rights and interests. If the assets of the Corporation are not sufficient to pay the amounts, if any, owing to holders of shares of Preferred Stock in full, holders of all shares of Preferred Stock will participate in the distribution of assets ratably in proportion to the full amounts to which they are entitled or in such order or priority, if any, as will have been fixed in the resolution or resolutions providing for the issue

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APPENDIX C

of the class or series of Preferred Stock. Neither the merger or consolidation of the Corporation into or with any other corporation, nor a sale, transfer or lease of all or part of its assets, will be deemed a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph, except to the extent specifically provided in any certificate of designation for any class or series of Preferred Stock. Nothing in this ARTICLE FOURTH shall limit the power of the Board of Directors to create a class or series of Preferred Stock for which the amount to be distributed upon any liquidation, dissolution or winding up of the Corporation is calculated by reference to, and the payment of which is concurrent with, the amount to be distributed to the holders of shares of Common Stock.

(e)       Except as otherwise required by law, as otherwise provided herein or as otherwise determined by the Board of Directors as to the shares of any class or series of Preferred Stock, the holders of Preferred Stock shall have no voting rights and shall not be entitled to any notice of meetings of stockholders.

(f)        Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, with respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of any outstanding shares of Common Stock shall vote together as a class, and every holder of Common Stock shall be entitled to cast thereon one vote in person or by proxy for each share of Common Stock standing in such holder's name on the books of the Corporation;provided, however, that, except as otherwise required by law, or unless provided in any certificate of designation for any class or series of Preferred Stock, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) that relates solely to the terms of one or more outstanding classes or series of Preferred Stock if the holders of such affected class or series are entitled, either separately or together with the holders of one or more other such classes or series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) or pursuant to applicable law. Subject to the rights of the holders of any class or series of Preferred Stock, stockholders of the Corporation shall not have any preemptive rights to subscribe for additional issues of stock of the Corporation and no stockholder will be permitted to cumulate votes at any election of directors.

ARTICLE FIFTH

Board of Directors

(a)       The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b)      Except as otherwise fixed by or pursuant to provisions of ARTICLE FOURTH relating to the rights of the holders of any series of Preferred Stock, the number of directors of the Corporation shall not be less than nine (9) nor more than eighteen (18), as may be fixed from time to time by the Board of Directors.

(c)       A director may be removed from office with or without cause;provided, however, that, subject to applicable law, any director elected by the holders of any series of Preferred Stock may be removed without cause only by the holders of a majority of the shares of such series of Preferred Stock.

(d)      Except as otherwise fixed by or pursuant to provisions of ARTICLE FOURTH relating to the rights of the holders of any series of Preferred Stock, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(e)       Except as otherwise fixed by or pursuant to provisions of ARTICLE FOURTH relating to the rights of the holders of any series of Preferred Stock, the directors shall be elected by the holders of voting stock and shall hold office until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(f)        Election of directors need not be by written ballot unless the By-Laws so provide.

(g)       In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

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APPENDIX C

ARTICLE SIXTHDUKE ENERGY CORPORATION
2015 LONG-TERM INCENTIVE PLAN
Action by Stockholders; Books

1.       PURPOSE OF THE PLAN

The purpose of the Corporation

(a)       Meetings of stockholders may be held within or withoutCorporation's 2015 Long-Term Incentive Plan is to promote the State of Delaware, as the By-Laws may provide. The booksinterests of the Corporation may be kept (subjectand its shareholders by strengthening the Corporation's ability to any provision containedattract, motivate and retain key employees and directors of the Corporation upon whose judgment, initiative and efforts the financial success and growth of the business of the Corporation largely depend, and to provide an additional incentive for key employees and directors through stock ownership and other rights that promote and recognize the financial success and growth of the Corporation.

2.       DEFINITIONS

Wherever the following capitalized terms are used in the DGCL) outsidePlan they shall have the Statemeanings specified below:

(a)

"Award" means an award of Delaware at such placean Option, Restricted Stock, Stock Appreciation Right, Performance Award, Restricted Stock Unit, Stock Retainer or places as mayDividend Equivalent granted under the Plan.

(b)

"Award Agreement" means either: (a) an agreement, either in written or electronic format, entered into by the Corporation and a Participant setting forth the terms and conditions of an Award granted to the Participant; or (b) a statement, either in written or electronic format, issued by the Corporation to a Participant describing the terms and conditions of an Award granted to the Participant, which need not be designated from time to timesigned by the Participant.

(c)

"Board" means the Board of Directors or in the By-Laws of the Corporation.

(d)

(b)Written Consent. Certain actions required"Change in Control" shall have the meaning specified in Section 13.2 hereof.

(e)

"Code" means the Internal Revenue Code of 1986, as amended.

(f)

"Committee" means the Compensation Committee of the Board, or permitted to be takensuch other committee or subcommittee of the Board or group of individuals appointed by the stockholders ofBoard to administer the Corporation at an annual or special meeting ofPlan from time to time.

(g)

"Common Stock" means the stockholders may be effected without a meeting by the written consent of the holders of common stock of the Corporation, (a "Consent"), but only ifpar value $0.001 per share, or any security into which such action is taken in accordance with the provisionsCommon Stock may be changed by reason of this Article Sixth, the Corporation's By-Laws and applicable law.

(i)

Record Date.    The record date for determining such stockholders entitled to consent to corporate action in writing without a meeting shall be as fixed by the Board of Directorsany transaction or as otherwise established under this Article Sixth. Any holder of common stockevent of the type described in Section 3.3.

(h)

"Corporation" means Duke Energy Corporation, seeking to havea Delaware corporation.

(i)

"Date of Grant" means the stockholders authorize or take corporate action by Consent shall, by written request addressed to the secretary of the Corporation and delivered to the Corporation's principal executive offices and signed by holders of record at the time such request is delivered representing at least 20 percent (20%) of the outstanding shares of common stock of the Corporation, request that a record date be fixed for such purpose. The written request must contain the information set forth in paragraph (b)(ii) of this Article Sixth. Following delivery of the request, the Board of Directors shall, by the later of (x) 20 days after delivery of a valid request to set a record date and (y) 5 days after delivery of any information required by the Corporation to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by Consent under paragraph (b)(iii) of this Article Sixth, determine the validity of the request and whether the request relates to an action that may be taken by Consent and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If a request complying with the second and third sentences of this paragraph (b)(i) has been delivered to the secretary of the Corporation but no record date has been fixed by the Board of Directors by the date required by the preceding sentence, the record date shall be the first date on which a signed Consent relating toan Award under the action taken or proposed to be taken by ConsentPlan is delivered to the Corporation in the manner described in paragraph (b)(vi) of this Article Sixth; provided that, if prior actionmade by the Board of Directors is required under the provisions of Delaware law, the recordCommittee (which date shall not be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.



(ii)

Request Requirements.    Any request required by paragraph (b)(i) of this Article Sixth (a) must be delivered by the holders of record of at least 20% of the outstanding shares of common stock of the, who shall not revoke such request and who shall continue to own not lessearlier than 20% of the outstanding shares of common stock of the Corporation through the date of delivery of Consents signed by a sufficient number of stockholders to authorize or take such action; (b) must contain an agreement to solicit Consents in accordance with paragraph (b)(iv) of this Article Sixth, (c) must describe the action proposed to be taken by written consent of stockholders and (d) must contain (1) such information and representations, to the extent applicable, then required by Section 2.03(b) of the Corporation's By-Laws as though such stockholder was intending to propose an amendment to the Corporation's Certificate of Incorporation or By-Laws or other business to be brought before a meeting of stockholders and (2) the text of the proposed action to be taken (including the text of any resolutions to be adopted by Consent) and (e) must include documentary evidence that the requesting stockholder(s) own in the aggregate not less than 20% of the outstanding shares of common stock of the Corporation as of the date of such written request to the secretary; provided, however, that if the stockholder(s) making the request are not the beneficial owners of the shares representing at least 20% of the outstanding shares of common stock of the Corporation, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request, such documentary evidence must be delivered to the secretary within ten business days after the date on which the request is delivered toCommittee takes action with respect thereto), or such later date as the secretary)Committee may specify that the beneficial ownersAward becomes effective.

(j)

"Dividend Equivalent" means an Award under Section 12 hereof entitling a Participant to receive payments with respect to dividends declared on whose behalf the request is made beneficially own at least 20%Common Stock.

(k)

"Effective Date" means the Effective Date of the outstanding shares of common stockPlan, as defined in Section 16.1 hereof.

(l)

"Eligible Person" means any person who is an Employee or an Independent Director.

(m)

"Employee" means any person who is a key employee of the Corporation or any Subsidiary or who has agreed to serve in such capacity within 90 days after the Date of Grant; provided, however, that with respect to Incentive Stock Options, "Employee" means any person who is considered an employee of the Corporation or any Subsidiary for purposes of Treasury Regulation Section 1.421-1(h).

(n)

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

(o)

"Fair Market Value" of a share of Common Stock as of a given date means the closing sales price of the Common Stock on the New York Stock Exchange as reflected on the composite index on the date as of which Fair Market Value is to be determined or, in the absence of any reported sales of Common Stock on such date, on the first preceding date on which any such requestsale shall have been reported. If Common Stock is deliverednot listed on the New York Stock Exchange on the date as of which Fair Market Value is to be determined, the secretary. IfCommittee shall determine in good faith the action proposes to elect directors by written consent,Fair Market Value in whatever manner it considers appropriate (but in any event such amount shall not be less than fair market value within the written request for a record date must also contain the information required by Section 3.03meaning of section 409A of the Corporation's By-Laws. The Corporation may require the stockholder(s) submitting such requestCode).

(p)

"Incentive Stock Option" means an option to furnish such other informationpurchase Common Stock that is intended to qualify as may be reasonably requested by the Corporation. Any requesting stockholder may revoke his, her or its request at any time by written revocation delivered to the secretaryan incentive stock option under section 422 of the Corporation at the Corporation's principal executive offices. Any disposition by a requesting stockholder of any shares of common stock of the Corporation (or of beneficial ownership of such shares by the beneficial owner on whose behalf the request was made) after the date of the request, shall be deemed a revocation of the request with respect to such shares, and each requesting stockholderCode and the applicable beneficial owner shall certify to the secretary of the Corporation on the day prior to the record date set for the action by written consent as to whether any such disposition has occurred. If the unrevoked requests represent in the aggregate less than 20% of the outstanding shares of common stock of the Corporation, the Board of Directors, in its discretion, may cancel the action by written consent.Treasury Regulations thereunder.

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APPENDIX C

(iii)(q)

Actions Which May Be Taken by Written Consent.    Stockholders are"Independent Director" means a member of the Board who is not entitledan employee of the Corporation or any Subsidiary.

(r)

"Nonqualified Stock Option" means an option to act by Consent if (a) the record date request does not comply with this Article Sixth or the Corporation's By-Laws; (b) the action relates to an item of businesspurchase Common Stock that is not an Incentive Stock Option.

(s)

"Option" means an Incentive Stock Option or a proper subject for stockholder actionNonqualified Stock Option granted under applicable law; (c)Section 6 hereof.

(t)

"Participant" means any Eligible Person who holds an outstanding Award under the request forPlan.

(u)

"Performance Award" means an Award made under Section 9 hereof entitling a record date for such action is receivedParticipant to a payment based on the Fair Market Value of Common Stock (a "Performance Share") or based on specified dollar units (a "Performance Unit") at the end of a performance period if certain conditions established by the Corporation duringCommittee are satisfied.

(v)

"Plan" means this 2015 Long-Term Incentive Plan as set forth herein, and as it may be amended from time to time.

(w)

"Restricted Stock" means an Award under Section 8 hereof entitling a Participant to shares of Common Stock that are nontransferable and subject to forfeiture until specific conditions established by the Committee are satisfied.

(x)

"Restricted Stock Unit" means an Award under Section 10 hereof entitling a Participant to a payment at the end of a vesting period commencing 90 days prior toof a unit value based on the first anniversaryFair Market Value of a share of Common Stock.

(y)

"Section 162(m)" means section 162(m) of the dateCode and the Treasury Regulations thereunder.

(z)

"Stock Appreciation Right" or "SAR" means an Award under Section 7 hereof entitling a Participant to receive an amount, representing the difference between the base price per share of the immediately preceding annual meetingright and endingthe Fair Market Value of a share of Common Stock on the date of exercise.

(aa)

"Stock Retainer" means an Award under Section 11 hereof entitling an Independent Director to receive an unrestricted share of Common Stock.

(bb)

"Subsidiary" means an entity that is wholly owned, directly or indirectly, by the next annual meeting;Corporation, or any other affiliate in which the Corporation owns, directly or indirectly, a proprietary interest of more than fifty percent (50%); provided, however, that with respect to Incentive Stock Options, the term "Subsidiary" shall not include any entity that does not qualify within the meaning of section 424(f) of the Code as a "subsidiary corporation" with respect to the Corporation.

3.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN

3.1.    Number of Shares.    Subject to the following provisions of this Section 3, the aggregate number of shares of Common Stock that may be issued pursuant to all Awards under the Plan is 10,000,000 shares of Common Stock, all of which may be issued pursuant to Incentive Stock Options. The shares of Common Stock to be delivered under the Plan will be made available from authorized but unissued shares of Common Stock, treasury stock or shares of Common Stock acquired in the open market. No Independent Director may be granted, during any one calendar year, Awards with a grant date fair value for financial accounting purposes of more than $400,000.

3.2.    Share Counting.    If any share of Common Stock that is the subject of an Award is not issued and ceases to be issuable for any reason, or is forfeited, canceled or returned to the Corporation for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, such share of Common Stock will no longer be charged against the maximum share limitations as set forth in Section 3.1 and may again be made subject to Awards under the Plan pursuant to such limitations. Common Stock covered by an Award granted under the Plan shall not be counted unless and until it is actually issued or transferred to a Participant. Without limiting the generality of the foregoing, upon payment in cash of the benefit provided by any Award granted under the Plan, any Common Stock that is covered by the Award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained herein: (a) Common Stock tendered in payment of the exercise price of an Option shall not be added to the aggregate Plan limit described in Section 3.1; (b) Common Stock withheld by the Corporation to satisfy a tax withholding obligation shall not be added to the aggregate Plan limit described in Section 3.1; (c) Common Stock that is repurchased by the Corporation with Option proceeds shall not be added to the aggregate Plan limit described in Section 3.1; and (d) all Common Stock covered by a SAR, to the extent that it is exercised and settled in Common Stock, regardless of the number of shares of Common Stock actually issued or transferred to a Participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan.

3.3.    Adjustments.    If there shall occur any merger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to the shares of Common Stock, or any similar corporate transaction or event in respect of the Common Stock, then the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause a proportionate adjustment to be made in (a) the maximum numbers and kind of shares provided in Section 3.1 hereof, (b) the maximum numbers and kind of shares set forth in Sections 6.1, 7.1, 8.2 and 9.4 hereof, (c) the number and kind of shares of Common Stock, share units, or other rights subject to the then-outstanding Awards, (d) the price for each share or unit or other right subject to then outstanding Awards without change in the aggregate purchase price or value as to which such Awards remain exercisable or subject to restrictions, (e) the performance targets or goals appropriate to any outstanding

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APPENDIX C

Performance Awards (subject to such limitations as appropriate for Awards intended to qualify for exemption under Section 162(m)) or (f) any other terms of an identicalAward that are affected by the event. Moreover, in the event of any such transaction or substantiallyevent, the Committee, in its discretion, may provide in substitution for any or all outstanding awards under the Plan such alternative consideration (including cash) as it, in good faith, may determine to be equitable under the circumstances and may require in connection therewith the surrender of all awards so replaced. Notwithstanding the foregoing, any such adjustments shall be made in a manner consistent with the requirements of section 409A of the Code and, in the case of Incentive Stock Options, any such adjustments shall be made in a manner consistent with the requirements of section 424(a) of the Code.

4.       ADMINISTRATION OF THE PLAN

4.1.    Committee Members.    Except as provided in Sections 4.4 and 4.5 hereof, the Plan will be administered by the Committee, which unless otherwise determined by the Board will consist solely of two or more persons who satisfy the requirements for a "nonemployee director" under Rule 16b-3 promulgated under the Exchange Act, the requirements for an "outside director" under Section 162(m) and the requirements for an "independent director" under the rules of the New York Stock Exchange. The Committee may exercise such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. No member of the Committee will be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award under it.

4.2.    Discretionary Authority.    Subject to the express limitations of the Plan, the Committee has authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals and other conditions of an Award, and the duration of the Award. The Committee also has discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to determine the terms and provisions of the respective Award Agreements and to make all other determinations necessary or advisable for Plan administration. The Committee has authority to prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon all parties.

4.3.    Changes to Awards.    Subject to the limitations of Section 16.4, the Committee shall have the authority to effect, at any time and from time to time, with the consent of the affected Participants, (a) the cancellation of any or all outstanding Awards and the grant in substitution therefor of new Awards covering the same or different numbers of shares of Common Stock and having an exercise or base price which may be the same as or different than the exercise or base price of the canceled Awards or (b) the amendment of the terms of any and all outstanding Awards. The Committee may in its discretion accelerate the vesting or exercisability of an Award at any time or on the basis of any specified event.

4.4.    Delegation of Authority.    The Committee shall have the right, from time to time, to delegate to one or more officers or directors of the Corporation the authority of the Committee to grant and determine the terms and conditions of Awards under the Plan, subject to applicable law and such limitations as the Committee shall determine; provided, however, that no such authority may be delegated with respect to Awards made to any member of the Board or to any officer subject to the requirements of Section 16(a) of the Exchange Act.

4.5.    Authority of the Board; Awards to Independent Directors.    The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.5) shall include the Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control. Without limiting the foregoing, the Board specifically reserves the exclusive authority to approve and administer all Awards granted to Independent Directors under the Plan.

5.       ELIGIBILITY AND AWARDS

All Eligible Persons are eligible to be designated by the Committee to receive an Award under the Plan. The Committee has authority, in its sole discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted and the number of shares or units subject to the Awards that are granted under the Plan. Each Award will be evidenced by an Award Agreement as described in Section 14 hereof that shall include the terms and conditions consistent with the Plan as the Committee may determine.

6.       STOCK OPTIONS

6.1.    Grant of Option.    An Option may be granted to any Eligible Person selected by the Committee; provided, however, that only Employees shall be eligible for Awards of Incentive Stock Options. Each Option shall be designated, at the discretion of the Committee, as an Incentive Stock Option or a Nonqualified Stock Option. The maximum number of shares of Common Stock that

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APPENDIX C

may be granted under Options to any one Participant during any one calendar year shall be limited to 1,000,000 shares (subject to adjustment as provided in Section 3.3 hereof).

6.2.    Exercise Price.    The exercise price of the Option shall be determined by the Committee; provided, however, that the exercise price per share of an Option shall not be less than 100 percent of the Fair Market Value per share of the Common Stock on the Date of Grant.

6.3.    Vesting; Term of Option.    The Committee, in its sole discretion, shall prescribe in the Award Agreement the time or times at which, or the conditions upon which, an Option or portion thereof shall become vested and exercisable. The period during which a vested Option may be exercised shall be ten years from the Date of Grant, unless a shorter exercise period is specified by the Committee in an Award Agreement, and subject to such limitations as may apply under an Award Agreement relating to the termination of a Participant's employment or other service with the Corporation or any Subsidiary.

6.4.    Option Exercise; Withholding.    Subject to such terms and conditions as shall be specified in an Award Agreement, an Option may be exercised in whole or in part at any time during the term thereof by notice to the Corporation together with payment of the aggregate exercise price therefor. Payment of the exercise price shall be made (a) in cash or by cash equivalent, (b) at the discretion of the Committee, in shares of Common Stock acceptable to the Committee, valued at the Fair Market Value of such shares on the date of exercise, (c) at the discretion of the Committee, and subject to applicable law, by a delivery of a notice that the Participant has placed a market sell order (or similar iteminstruction) with a broker with respect to shares of businessCommon Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Corporation in satisfaction of the Option exercise price (conditioned upon the payment of such net proceeds), (d) at the discretion of the Committee, by withholding from delivery shares of Common Stock for which the Option is otherwise exercised, (e) at the discretion of the Committee, by a combination of the methods described above or (f) by such other method as may be approved by the Committee and set forth in the Award Agreement. In addition to and at the time of payment of the exercise price, the Participant shall pay to the Corporation the full amount of any and all applicable income tax and employment tax amounts required to be withheld in connection with such exercise, payable under one or more of the methods described above for the payment of the exercise price of the Options or as otherwise may be approved by the Committee.

6.5.    Limited Transferability.    Solely to the extent permitted by the Committee in an Award Agreement and subject to such terms and conditions as the Committee shall specify, a Nonqualified Stock Option (but not an Incentive Stock Option) may be transferred to members of a Participant's immediate family (as determined by the BoardCommittee) or to trusts, partnerships or corporations whose beneficiaries, members or owners are members of Directorssuch Participant's immediate family, and/or to such other persons or entities as may be approved by the Committee in advance and set forth in an Award Agreement, in each case subject to the condition that the Committee be satisfied that such transfer is being made for estate or tax planning purposes or for gratuitous or donative purposes, without consideration (other than nominal consideration) being received therefor. Except to the extent permitted by the Committee in accordance with the foregoing, an Option shall be nontransferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by such Participant.

6.6.    Additional Rules for Incentive Stock Options.

(a)    Annual Limits.    No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate fair market value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first time in any calendar year under the Plan, and any other stock option plans of the Corporation, any Subsidiary or any parent corporation, would exceed $100,000 (or such other amount provided under section 422(d) of the Code), determined in its reasonable determination, which determinationaccordance with section 422(d) of the Code and Treasury Regulations thereunder. This limitation shall be conclusive and binding onapplied by taking stock options into account in the order in which granted.

(b)    Termination of Employment.    An Award Agreement for an Incentive Stock Option may provide that such Option may be exercised not later than 3 months following termination of employment of the Participant with the Corporation and its stockholders, (a "Similar Item")), was presented at a meeting of stockholders held not more than 12 months beforeall Subsidiaries, subject to special rules relating to death and disability, as and to the request is receivedextent determined by the secretaryCommittee to be appropriate with regard to the requirements of section 422 of the Corporation; (e) a Similar Item consistingCode and Treasury Regulations thereunder.

(c)    Other Terms and Conditions; Nontransferability.    Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of the electionPlan, as are deemed necessary or removal of directors was presented at a meeting of stockholders held not more than 90 days before the request is receiveddesirable by the secretaryCommittee, which terms, together with the terms of the Corporation (and, for purposes of this clause, the election or removal of directorsPlan, shall be deemed a "Similar Item" with respectintended and interpreted to all items of business involving the election or removal of directors), (f) a Similar Item is included in the Corporation's notice of meetingcause such Incentive Stock Option to qualify as an item of business to be brought before an annual or special stockholders meeting that has been called but not yet held or that is called to be held within 90 days after the request is received by the secretary"incentive stock option" under section 422 of the Corporation; or (g)Code and Treasury Regulations thereunder. Such terms shall include, if applicable, limitations on Incentive Stock Options granted to ten-percent owners of the Corporation. An Award Agreement for an Incentive Stock Option may provide that such record date request was made inOption shall be treated as a mannerNonqualified Stock Option to the extent that involved a violation of Regulation 14Acertain requirements applicable to "incentive stock options" under the Securities Exchange Act of 1934 or other applicable law. For purposes of this paragraph (b)(iii), the nomination, election or removal of directors shall be deemed to be a Similar Item with respect to all actions involving the nomination, election or removal of directors, changing the size of the Board of Directors and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors.



(iv)

Manner of Consent Solicitation.    Holders of common stock of the Corporation may take action by written consent only if Consents are solicited from all holders of common stock of the Corporation entitled to vote on the matter and in accordance with applicable law.



(v)

Date of Consent.    Every Consent purporting to take or authorize the taking of corporate action must bear the date of signature of each stockholder who manually signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by paragraph (b)(vi) of this Article Sixth and not later than 120 days after the record date, Consents signed by a sufficient number of stockholders to take such action are so delivered to the Corporation.



(vi)

Delivery of Consents.    No Consents may be dated or delivered to the Corporation or its registered office in the State of Delaware until 60 days after the delivery of a valid request to set a record date. Consents must be delivered to the Corporation by delivery to its registered office in the State of Delaware or its principal place of business. Delivery must be made by hand or by certified or registered mail, return receipt requested. The secretary of the Corporation shall provide for the safe-keeping of such Consents and any related revocations and shall promptly designate one or more persons, whoCode shall not be memberssatisfied. An Incentive Stock Option shall by its terms be nontransferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the Board of Directors, to serve as inspectors ("Inspectors") with respect to such Consents. The Inspectors shall promptly conduct a ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by written consent as the secretary of the Corporation deems necessary or appropriate, including, without limitation, whether the stockholderslifetime of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent. If afterParticipant only by such investigation the Inspectors shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders and the Consents shall be filed in such records. In conducting the investigation required by this section, the Inspectors of the Corporation may, at the expense of the Corporation, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.



(vii)

Effectiveness of Consent.    No action may be taken by the stockholders by Consent except in accordance with this Article Sixth. If the Board of Directors shall determine that any request to fix a record date was not properly made in accordance with, or relates to an action that may not be effected by Consent pursuant to, this Article Sixth, or the stockholder or stockholders seeking to take such action do not otherwise comply with this Article Sixth, then the Board of Directors shall not be required to fix a record date and any such purported action by Consent shall be null and void to the fullest extent permitted by applicable law. No Consent shall be effective until such date as the Inspectors certify to the Corporation that the Consents delivered to the Corporation in accordance with paragraph (vi) of this Article Sixth, represent at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with Delaware law and this Certificate of Incorporation.

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APPENDIX C

(viii)(d)

Challenge    Disqualifying Dispositions.    If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the transfer of such shares to Validitya Participant upon exercise, such Participant shall, promptly following such disposition, notify the Corporation in writing of Consent.    Nothing containedthe date and terms of such disposition and provide such other information regarding the disposition as the Committee may reasonably require.

7.       STOCK APPRECIATION RIGHTS

7.1.    Grant of SARs.    A Stock Appreciation Right granted to a Participant is an Award in this Article Sixththe form of a right to receive, upon surrender of the right, but without other payment, an amount based on appreciation in the Fair Market Value of the Common Stock over a base price established for the Award, exercisable at such time or times and upon conditions as may be approved by the Committee. The maximum number of shares of Common Stock that may be subject to SARs granted to any one Participant during any one calendar year shall be limited to 1,000,000 shares (subject to adjustment as provided in Section 3.3 hereof).

7.2.    Tandem SARs.    A Stock Appreciation Right may be granted in connection with an Option, either at the time of grant or at any waytime thereafter during the term of the Option. A SAR granted in connection with an Option will entitle the holder, upon exercise, to surrender such Option or any portion thereof to the extent unexercised, with respect to the number of shares as to which such SAR is exercised, and to receive payment of an amount computed as described in Section 7.4 hereof. Such Option will, to the extent and when surrendered, cease to be construedexercisable. A SAR granted in connection with an Option hereunder will have a base price per share equal to suggestthe per share exercise price of the Option, will be exercisable at such time or implytimes, and only to the extent, that a related Option is exercisable, and will expire no later than the related Option expires.

7.3.    Freestanding SARs.    A Stock Appreciation Right may be granted without relationship to an Option and, in such case, will be exercisable as determined by the Committee, but in no event after 10 years from the Date of Grant. The base price of a SAR granted without relationship to an Option shall be determined by the Committee in its sole discretion; provided, however, that the Boardbase price per share of Directorsa freestanding SAR shall not be less than 100 percent of the Fair Market Value of the Common Stock on the Date of Grant.

7.4.    Payment of SARs.    A SAR will entitle the holder, upon exercise of the SAR, to receive payment of an amount determined by multiplying: (a) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the SAR over the base price of such SAR, by (b) the number of shares as to which such SAR will have been exercised. Payment of the amount determined under the foregoing may be made, in the discretion of the Committee as set forth in the Award Agreement, in cash, in shares of Common Stock, or in a combination of cash and shares of Common Stock.

8.       RESTRICTED STOCK

8.1.    Grants of Restricted Stock.    An Award of Restricted Stock to a Participant represents shares of Common Stock that are issued subject to such restrictions on transfer and other incidents of ownership and such forfeiture conditions as the Committee may determine. The Committee may, in connection with an Award of Restricted Stock, require the payment of a specified purchase price. The Committee may grant Awards of Restricted Stock that are intended to qualify for exemption under Section 162(m), as well as Awards of Restricted Stock that are not intended to so qualify.

8.2.    Vesting Requirements.    The restrictions imposed on an Award of Restricted Stock shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement. Such vesting requirements may be based on the continued employment or service of a Participant with the Corporation or its Subsidiaries for a specified time period or periods. Such vesting requirements may also be based on the attainment of specified business goals or measures established by the Committee in its sole discretion. In the case of any stockholderAward of Restricted Stock that is intended to qualify for exemption under Section 162(m), (a) the vesting requirements shall be limited to the performance criteria identified in Section 9.3 below, (b) the terms of the Award shall otherwise comply with the Section 162(m) requirements described in Section 9.4 hereof, and (c) the maximum number of shares of Common Stock that may be subject to such Awards granted to any one Participant during any one calendar year shall be 200,000 shares (subject to adjustment as provided in Section 3.3 hereof).

8.3.    Restrictions.    Shares of Restricted Stock may not be entitledtransferred, assigned or subject to contest the validity of any Consentencumbrance, pledge or related revocations, whether beforecharge until all applicable restrictions are removed or after such certificationexpire or unless otherwise allowed by the Inspectors, as the caseCommittee. The Committee may be,require a Participant to enter into an escrow agreement providing that any certificates representing Restricted Stock granted or to prosecute or defend any litigation with respect thereto.

(ix)

Board-solicited Stockholder Action by Written Consent.    Notwithstanding anythingsold pursuant to the contrary set forth above, (x) nonePlan will remain in the physical custody of an escrow holder until all restrictions are removed or expire. Failure to satisfy any applicable restrictions shall result in the subject shares of Restricted Stock being forfeited and returned to the Corporation, with any purchase price paid by such Participant to be refunded, unless otherwise provided by the Committee. The Committee may require that certificates representing Restricted Stock granted under the Plan bear a legend making appropriate reference to the restrictions imposed.

8.4.    Rights as Shareholder.    Subject to the foregoing provisions of this Article Sixth shall applySection 8 and the applicable Award Agreement, a Participant will have all rights of a shareholder with respect to any solicitationshares of stockholder action by written consent by or at the direction of the Board of Directors and (y) the Board of Directors shall be entitledRestricted Stock granted to solicit stockholder action by written consent in accordance with applicable law.

ARTICLE SEVENTH

Amendment of Certificate of Incorporation

The Corporation reserveshim, including the right to supplement, amend, alter, changevote

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APPENDIX C

the shares and receive all dividends and other distributions paid or repealmade with respect thereto, unless the Committee determines otherwise at the time the Restricted Stock is granted, as set forth in the Award Agreement. Notwithstanding the preceding sentence, dividends or other distributions with respect to Restricted Stock that vest based on the achievement of specified performance objectives shall be accumulated until such Award is earned, and the dividends or other distributions shall not be paid if such performance objectives are not satisfied.

8.5.    Section 83(b) Election.    The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the applicable Participant refraining from making an election with respect to the Award under section 83(b) of the Code. Irrespective of whether an Award is so conditioned, if a Participant makes an election pursuant to section 83(b) of the Code with respect to an Award of Restricted Stock, such Participant shall be required to promptly file a copy of such election with the Corporation.

9.       PERFORMANCE AWARDS

9.1.    Grant of Performance Awards.    The Committee may grant Performance Awards under the Plan, which shall be represented by units denominated on the Date of Grant either in shares of Common Stock (Performance Shares) or in specified dollar amounts (Performance Units). The Committee may grant Performance Awards that are intended to qualify for exemption under Section 162(m), as well as Performance Awards that are not intended to so qualify. At the time a Performance Award is granted, the Committee shall determine, in its sole discretion, one or more performance periods and performance goals to be achieved during the applicable performance periods, as well as such other restrictions and conditions as the Committee deems appropriate. In the case of Performance Units, the Committee shall also determine a target unit value or a range of unit values for each Award. The performance goals applicable to a Performance Award grant may be subject to such later revisions as the Committee shall deem appropriate to reflect significant unforeseen events such as changes in law, accounting practices or unusual or nonrecurring items or occurrences. Any such adjustments shall be subject to such limitations as the Committee deems appropriate in the case of a Performance Award that is intended to qualify for exemption under Section 162(m).

9.2.    Payment of Performance Awards.    At the end of the performance period, the Committee shall determine the extent to which performance goals have been attained or a degree of achievement between minimum and maximum levels in order to establish the level of payment to be made, if any, provisionand shall determine if payment is to be made in the form of cash or shares of Common Stock or a combination of cash and shares of Common Stock. Payment of Performance Awards shall be made as provided in the applicable Award Agreement.

9.3.    Performance Criteria.    The performance criteria applicable to the payment or vesting of a Performance Award (or an Award of Restricted Stock) intended to qualify for exemption under Section 162(m) shall be limited to the following business measures, which may be applied with respect to the Corporation, any Subsidiary or any business unit, or, if applicable, any Participant, and which may be measured on an absolute or relative to a peer-group or other market measure basis: total shareholder return; stock price increase; return on equity; return on capital; earnings per share; EBIT (earnings before interest and taxes); EBITDA (earnings before interest, taxes, depreciation and amortization); ongoing earnings; cash flow (including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of costs of capital); EVA (economic value added); economic profit (net operating profit after tax, less a cost of capital charge); SVA (shareholder value added); revenues; net income; operating income; pre-tax profit margin; performance against business plan; customer service; corporate governance quotient or rating; market share; employee satisfaction; safety; reliability; reportable environmental events, significant operational events, employee engagement; supplier diversity; workforce diversity; operating margins; credit rating; dividend payments; expenses; operations and maintenance expenses; fuel cost per million BTU; costs per kilowatt hour; retained earnings; completion of acquisitions, divestitures and corporate restructurings; and individual goals based on objective business criteria underlying the goals listed above and which pertain to individual effort as to achievement of those goals or to one or more business criteria in the areas of litigation, human resources, information services, production, inventory, support services, site development, plant development, building development, facility development, government relations, product market share or management. In the case of Performance Awards that are not intended to qualify for exemption under Section 162(m), the Committee shall designate performance criteria from among the foregoing or such other business criteria as it shall determine it its sole discretion.

9.4.    Section 162(m) Requirements.    In the case of a Performance Award that is intended to comply with the requirements for exemption under Section 162(m), the Committee shall make all determinations necessary to establish a Performance Award within 90 days of the beginning of the performance period (or such other time period required under Section 162(m)), including, without limitation, the designation of the Employee to whom Performance Awards are made, the performance criteria or criterion applicable to the Award and the performance goals that relate to such criteria, and the dollar amounts or number of shares of Common Stock payable upon achieving the applicable performance goals. As and to the extent required by Section 162(m), the terms of a Performance Award that is intended to comply with the requirements for exemption under Section 162(m) must state, in terms of an objective formula or standard, the method of computing the amount of compensation payable, and must preclude discretion to increase the amount of compensation payable that would otherwise be due under the terms of the Award, and, prior to the payment of such compensation, the Committee shall have certified in writing that the applicable performance goal has been satisfied. For a Performance Award intended to comply with the requirements for exemption under Section 162(m), the maximum amount of

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compensation that may be payable under Performance Units granted to any one Participant during any one calendar year shall not exceed $10,000,000 and the maximum number of Common Stock units that may be payable under a Performance Share Award granted to any one Participant during any one calendar year shall be 300,000 share units (subject to adjustment as provided in Section 3.3 hereof).

10.     RESTRICTED STOCK UNITS

10.1.    Grant of Restricted Stock Units.    A Restricted Stock Unit Award is an Award to a Participant of a number of hypothetical share units with respect to shares of Common Stock. Restricted Stock Units shall be subject to such restrictions and conditions as the Committee shall determine. On the Date of Grant, the Committee shall determine, in its sole discretion, the installment or other vesting period of the Restricted Stock Units and the maximum value of the Restricted Stock Units, if any.

10.2.    Payment of Restricted Stock Units.    Upon the vesting date or dates applicable to a Restricted Stock Unit granted to a Participant, an amount equal to the Fair Market Value of one share of Common Stock upon such vesting dates (subject to any applicable maximum value) shall be paid with respect to such Restricted Stock Unit granted to such Participant. Payment may be made, at the discretion of the Committee, in cash or in shares of Common Stock, or in a combination thereof.

11.     STOCK RETAINER

11.1.    Grant of Stock Retainer.    The Board may grant a Stock Retainer to Independent Directors. An Award of a Stock Retainer represents a specified number of shares of Common Stock that are issued without restrictions on transfer or forfeiture conditions. The Board may, in connection with an Award of a Stock Retainer, require the payment of a specified purchase price. Employees shall not be eligible for an Award of a Stock Retainer.

11.2    Payment of Stock Retainer.    In the event that the Board grants a Stock Retainer, a certificate for (or book entry representing) the shares of Common Stock constituting such Stock Retainer shall be issued in the name of the Independent Director to whom such grant was made as soon as practicable after the date on which such Stock Retainer is payable.

12.     DIVIDEND EQUIVALENTS

12.1.    Grant of Dividend Equivalents.    A Dividend Equivalent granted to a Participant is an Award in the form of a right to receive cash payments determined by reference to dividends declared on the Common Stock from time to time during the term of the Award, which shall not exceed 10 years from the Date of Grant. Dividend Equivalents may be granted on a stand-alone basis or in tandem with other Awards; provided, however, that no Dividend Equivalents may be granted with respect to Options or Stock Appreciation Rights. Dividend Equivalents granted on a tandem basis shall expire at the time the underlying Award becomes payable to the applicable Participant, or expires.

12.2.    Payment of Dividend Equivalents.    Dividend Equivalent Awards shall be payable in cash or in shares of Common Stock, as determined by the Committee. Dividend Equivalents shall be payable to a Participant as soon as practicable following the time dividends are declared and paid with respect to the Common Stock, or at such later date as the Committee shall specify in the Award Agreement. Notwithstanding anything contained in this Certificatethe Plan to the contrary (except as provided pursuant to Section 13 of Incorporation,the Plan or on account of the Participant's termination of employment or service), Dividend Equivalents with respect to any Performance Awards shall be accumulated until such Award is earned, and the Dividend Equivalents shall not be paid if the applicable performance goals are not satisfied.

13.     CHANGE IN CONTROL

13.1.    Effect of Change in Control.    The Committee may, in an Award Agreement, provide for the manner noweffect of a Change in Control on an Award. Such provisions or hereafter prescribedactions may include any one or more of the following: (a) the acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from any Award; (b) the waiver or modification of performance or other conditions related to the payment or other rights under an Award; (c) provision for the cash settlement of an Award for an equivalent cash value, as determined by the lawsCommittee; (d) the cancellation of Options or SARs without payment therefor if the Fair Market Value of a share of Common Stock on the date of the StateChange in Control does not exceed the exercise or base price per share of Delaware and this Certificatethe applicable Awards; or (e) such other modification or adjustment to an Award as the Committee deems appropriate.

13.2.    Definition of Incorporation, and all rights conferred upon stockholders, directors and officers herein are granted subject to this reservation. Notwithstanding the foregoing, this ARTICLE SEVENTH and sections (b) and (d) of ARTICLE FIFTH may not be supplemented, amended, altered, changed, or repealedChange in any respect, nor may any provision inconsistent therewith be adopted, unless such supplement, amendment, alteration, change or repeal is approvedControl.    Except as otherwise provided by the affirmative voteCommittee in an Award Agreement, for purposes hereof, a "Change in Control" shall be deemed to have occurred upon:

(a)

an acquisition subsequent to the Effective Date hereof by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the holdersExchange Act (a "Person") of at least 80%beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (A) the then outstanding shares of Common Stock or (B) the combined voting power of the then outstanding shares of stock of all classesvoting securities of the Corporation entitled to vote generally in the election of directors, voting together as a single class.directors; excluding, however, the following: (1) any acquisition directly from the

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ARTICLE EIGHTH

Amendment of By-Laws
APPENDIX C

In furtherance and not in limitationCorporation, other than an acquisition by virtue of the powers conferred upon itexercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation, (2) any acquisition by law,the Corporation and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary;

(b)

during any period of two (2) consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board (and any new directors whose election by the Board or nomination for election by the Corporation's shareholders was approved by a vote of Directorsat least two-thirds (²/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason (except for death, disability or voluntary retirement) to constitute a majority thereof;

(c)

the consummation of a merger, consolidation, reorganization or similar corporate transaction which has been approved by the shareholders of the Corporation, whether or not the Corporation is expressly authorized to adopt, repeal, alterthe surviving corporation in such transaction, other than a merger, consolidation, or amendreorganization that would result in the By-Lawsvoting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of the Corporation (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization; or

(d)

the consummation of (A) the sale or other disposition of all or substantially all of the assets of the Corporation or (B) a complete liquidation or dissolution of the Corporation, which has been approved by the shareholders of the Corporation. No By-Laws

14.     AWARD AGREEMENTS

14.1.    Form of Agreement.    Each Award under the Plan shall be evidenced by an Award Agreement in a form approved by the Committee setting forth the number of shares of Common Stock, units or other rights (as applicable) subject to the Award, the exercise, base or purchase price (if any) of the Award, the time or times at which an Award will become vested, exercisable or payable, the duration of the Award and, in the case of Performance Awards, the applicable performance criteria and goals. The Award Agreement shall also set forth other material terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Awards intended to qualify for exemption under Section 162(m) shall contain such terms and conditions as may be necessary to meet the applicable requirements of Section 162(m). Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of section 422 of the Code. By executing the Award Agreement or accepting any benefit under the Plan, each Participant and each person claiming a benefit under or through any Participant shall be deemed to have accepted and consented to the terms of the Plan and any action taken in good faith under the Plan by and within the discretion of the Committee, the Board or their delegates.

14.2    Minimum Vesting Period for Awards to Employees.    Awards granted to Employees shall not become vested, exercisable or payable prior to the first anniversary of the Date of Grant, except as otherwise provided in an applicable Award Agreement.

14.3.    Termination of Service.    The Award Agreements may include provisions describing the treatment of an Award in the event of the retirement, disability, death or other termination of a Participant's employment with, or other service to, the Corporation and all Subsidiaries, such as provisions relating to the vesting, exercisability, acceleration, forfeiture or cancellation of the Award in these circumstances, including any such provisions as may be appropriate for Incentive Stock Options as described in Section 6.6(b) hereof.

14.4.    Forfeiture Events.    The Committee may specify in an Award Agreement that a Participant's rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for cause, violation of material Corporation or Subsidiary policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to a Participant, or other conduct by such Participant that is detrimental to the business or reputation of the Corporation or any Subsidiary. Any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Corporation, including any such policy that may be adopted repealed, altered or amended to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securities exchange.

14.5.    Amendment.    Award Agreements covering outstanding Awards may be amended or modified by the Committee in any manner that may be permitted for the grant of Awards under the Plan, subject to the consent of the Participant to the extent provided in the Award Agreement. In accordance with such procedures as the Corporation may prescribe, a Participant may sign or otherwise execute an Award Agreement and may consent to amendments of modifications of Award Agreements covering outstanding Awards by electronic means.

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APPENDIX C

15.     GENERAL PROVISIONS

15.1.    No Assignment or Transfer; Beneficiaries.    Except as provided in Section 6.5 hereof, Awards under the Plan shall not be assignable or transferable, except by will or by the laws of descent and distribution, and during the lifetime of a Participant the Award shall be exercised only by such Participant or by his guardian or legal representative. Notwithstanding the foregoing, the Committee may provide in the terms of an Award Agreement that a Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other specified benefits under an Award following such Participant's death.

15.2.    Deferrals of Payment.    The Committee may permit a Participant to defer the receipt of payment of cash or delivery of shares of Common Stock that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect to an Award. If any such deferral is to be permitted by the Committee, the Committee shall establish the rules and procedures relating to such deferral, including, without limitation, the period of time in advance of payment when an election to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount. Unless otherwise expressly agreed between the Participant and the Corporation, any such deferral shall be effected in accordance with the requirements of section 409A of the Code so as to avoid any imposition of a tax under section 409A of the Code.

15.3.    Rights as Shareholder.    A Participant shall have no rights as a holder of Common Stock with respect to any unissued securities covered by an Award until the date such Participant becomes the holder of record of those securities. Except as provided in Sections 3.3 and 8.4 hereof, no adjustment or other provision shall be made for dividends or other shareholder rights, except to the extent that the Award Agreement provides for Dividend Equivalents, dividend payments or similar economic benefits.

15.4.    Employment or Service.    Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person the right to continue in the capacity in which he is employed by or otherwise serves the Corporation or any Subsidiary.

15.5.    Securities Laws.    No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all the requirements applicable to the Award imposed by federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any stock exchanges upon which the Common Stock may be listed, have been fully met. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Corporation may require a Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any stock exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares.

15.6.    Tax Withholding.    Each Participant shall be responsible for payment of any taxes or similar charges required by law to be withheld from an Award or an amount paid in satisfaction of an Award, which shall be paid by such Participant on or prior to the payment or other event that results in taxable income in respect of an Award. The Award Agreement shall specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of Award, provided that, if shares of Common Stock are withheld from delivery under an Award, the Fair Market Value of the shares withheld shall not exceed, as of the time the withholding occurs, the minimum amount of tax for which withholding is required.

15.7.    Unfunded Plan.    The adoption of the Plan and any setting aside of cash amounts or shares of Common Stock by the Corporation with which to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. The benefits provided under the Plan shall be a general, unsecured obligation of the Corporation payable solely from the general assets of the Corporation, and neither a Participant nor such Participant's permitted transferees or estate shall have any interest in any assets of the Corporation by virtue of the Plan, except as a general unsecured creditor of the Corporation. Notwithstanding the foregoing, the Corporation shall have the right to implement or set aside funds in a grantor trust subject to the claims of the Corporation's creditors to discharge its obligations under the Plan.

15.8.    Other Compensation and Benefit Plans.    The adoption of the Plan shall not affect any other stock incentive or other compensation plans in effect for the Corporation or any Subsidiary, nor shall the Plan preclude the Corporation from establishing any other forms of stock incentive or other compensation for employees of the Corporation or any Subsidiary. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with respect to which any other employee benefits of such Participant are determined, including, without limitation, benefits under any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the terms of such plan.

15.9.  Plan Binding on Successors. The Plan shall be binding upon the Corporation, its successors and assigns, and each Participant, his executor, administrator and permitted transferees and beneficiaries.

15.10.    Construction and Interpretation.    Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute no part of the Plan.

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15.11.    Severability.    If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

15.12.    Governing Law.    The validity and construction of the Plan and of the Award Agreements shall be governed by the laws of the State of Delaware.

15.13.    Non-U.S. Employees.    In order to facilitate the making of any grant or combination of grants under the Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals, who are employed by the Corporation or any Subsidiary outside of the United States of America or who provide services to the Corporation under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Corporation may certify any such document as having been approved and adopted in the same manner as the Plan. No such special terms, supplements, amendments or restatements shall include any provisions that are inconsistent with this Amendedthe terms of the Plan as then in effect unless the Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Corporation.

15.14.    Compliance with Section 409A of the Code.    The Plan is intended to comply and Restated Certificateshall be administered in a manner that is intended to comply with section 409A of Incorporation (asthe Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award, issuance and/or payment is subject to section 409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any provision of the Plan that would cause an Award, issuance and/or payment to fail to satisfy section 409A of the Code shall have no force and effect until amended to comply with Code section 409A (which amendment may be adopted, repealed, alteredretroactive to the extent permitted by applicable law).

16.     EFFECTIVE DATE, TERMINATION AND AMENDMENT

16.1.    Effective Date; Shareholder Approval.    The Effective Date of the Plan shall be the date on which the Plan is approved by the Board, subject to the approval of the Plan by the shareholders of the Corporation.

16.2.    Termination.    The Plan shall terminate on the date immediately preceding the tenth anniversary of the Effective Date. The Board may, in its sole discretion and at any earlier date, terminate the Plan. Notwithstanding the foregoing, no termination of the Plan shall adversely affect in any material way any Award theretofore granted without the consent of the affected Participant or amendedthe permitted transferee of the Award.

16.3.    Amendment.    The Board may at any time and from time to time and in accordanceany respect, amend or modify the Plan; provided, however, that no amendment or modification of the Plan shall be effective without the approval of the Corporation's shareholders to extent such approval is necessary to comply with ARTICLE SEVENTH).

ARTICLE NINTH

Limitationthe listing requirements of Liability

Exceptthe New York Stock Exchange. In addition, the Board may seek the approval of any amendment or modification by the Corporation's shareholders to the extent eliminationit deems necessary or limitationadvisable in its sole discretion for purposes of liability iscompliance with Section 162(m) or section 422 of the Code or for any other purpose. No amendment or modification of the Plan shall adversely affect in any material way any Award theretofore granted without the consent of the affected Participant or the permitted transferee of the Award.

16.4.    Prohibition on Repricing.    Except for adjustments made pursuant to Sections 3.3 or 13.1, the Committee will not, permitted by applicable law, no directorwithout the further approval of the shareholders of the Corporation, shallauthorize the amendment of any outstanding Option or SAR to reduce the exercise price. No Option or SAR will be personally liable tocancelled and replaced with an Award having a lower exercise price, or for another Award, or for cash without further approval of the Corporation or its stockholders for monetary damages for any breach of fiduciary duty in such capacity. Any repeal or modification of this ARTICLE NINTH by the stockholdersshareholders of the Corporation, shall not adversely affect any rightexcept as provided in Sections 3.3 or protection of a director of13.1. Furthermore, no Option or SAR will provide for the Corporation existingpayment, at the time of such repealexercise, of a cash bonus or modification with respect to actsgrant or omissions occurring prior to such repeal or modification.

ARTICLE TENTH

Liabilitysale of Stockholders

The holdersanother Award without further approval of the capital stockshareholders of the Corporation shallCorporation. This Section 16.4 is intended to prohibit the repricing of "underwater" Options or SARs without shareholder approval and will not be personally liableconstrued to prohibit the adjustments provided for the payment of the Corporation's debts, and the private property of the holders of the capital stock of the Corporation shall not be subject to the payment of debts of the Corporation to any extent whatsoever.in Sections 3.3 or 13.1.

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ARTICLE ELEVENTH

Effectiveness

This Amended and Restated Certificate of Incorporation is to become effective at              a.m. on May     , 2014.

IN WITNESS WHEREOF, THE UNDERSIGNED, being the Assistant Corporate Secretary, has executed this Amended and Restated Certificate of Incorporation as of the     day of May, 2014, and DOES HEREBY CERTIFY under the penalties of perjury that the facts stated in this Amended and Restated Certificate of Incorporation are true.

​		2015 Annual Meeting of Shareholders
		By:
		Name:
		Title:		Assistant Corporate Secretary

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		2014 Annual Shareholder Meeting

May 1, 2014,7, 2015
10:00 a.m.

Duke Energy Corporation
O.J. Miller Auditorium
526 South Church Street
Charlotte, NC 28202

Directions to Annual Shareholder Meeting of Shareholders

	From I-77 North: Take the Morehead Street exit – 10A Turn Left onto Morehead Street Turn Left onto Mint Street Mint Street Parking Deck located adjacent to Bank of America Stadium From I-77 South: Take the I-277/John Belk Freeway/US-74/Wilkinson Blvd.Boulevard exit – 9B Merge onto I-277 N/US-74 E.E Take the Carson Blvd.Boulevard exit – 1D Stay straight to Carson Blvd.Boulevard Turn Left onto Mint Street Mint Street Parking Deck located adjacent to Bank of America Stadium Free parking available in the Mint Street Parking Deck     526 South Church Street     Mint Street Parking Deck     Bank of America Stadium

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DUKE ENERGY CORPORATION M67170-P47887-Z62458 For All Withhold All For All Except For Against Abstain For Against Abstain To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED M87866-P61090-Z64929 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Have your proxy card in hand when you access the web sitewebsite and follow the instructions to create an electronic voting instruction form. Please see the reverse side of this card for specifi cspecific voting cutoff information. ELECTRONIC DELIVERY OF FUTUREElEcTRONIc DElIVERY Of fuTuRE PROXY MATERIALSMATERIAlS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and then follow the instructions. Please see the reverse side of this card for specifi cspecific voting cutoff information. VOTE BY MAILMAIl Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. DUKE ENERGY CORPORATION 550 SOUTH TRYON ST.STREET CHARLOTTE, NC 28202 DuKE ENERGY cORPORATION The Board of Directors recommends a vote "For All""fOR" Director nominees. 1. Election of directors: Nominees: The Board of Directors recommends a vote "For""fOR" Proposals 2, 3 and 4. 01) G. Alex Bernhardt, Sr. 02) Michael G. Browning 03) Harris E. DeLoach, Jr. 04) Daniel R. DiMicco 05) John H. Forsgren 06) Lynn J. Good 07) Ann M. Gray 08) James H. Hance, Jr. 09) John T. Herron 10) James B. Hyler, Jr. 11) William E. Kennard 12) E. Marie McKee 13) E. James Reinsch 14) James T. Rhodes 15) Carlos A. Saladrigas 2. Ratifi cationRatification of Deloitte & Touche LLP as Duke Energy Corporation's independent public accountant for 2014 1. Election of directors:2015 3. Advisory vote to approve named executive officer compensation 4. Approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan 5. Shareholder proposal regarding shareholder right to call a special shareholder meetinglimitation of accelerated executive pay 6. Shareholder proposal regarding political contribution disclosure 7. Shareholder proposal regarding proxy access The Board of Directors recommends a vote "AGAINST" Proposals 5, 6 and 7. for I have provided written comments on the back of this card. The Board of Directors recommends a vote "Against" Proposals 5 and 6. 4. Approval of the amendment to Duke Energy Corporation's Amended and Restated Certifi cate of Incorporation to authorize shareholder action by less than unanimous written consent! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! for Withhold 1a. Michael G. Browning 1k. E. Marie McKee 1b. Harris E. Deloach, Jr. 1l. Richard A. Meserve 1c. Daniel R. DiMicco 1m. James T. Rhodes 1d. John H. Forsgren 1n. Carlos A. Saladrigas 1e. Lynn J. Good 1f. Ann Maynard Gray 1g. James H. Hance, Jr. 1i. James B. Hyler, Jr. 1h. John T. Herron 1j. William E. Kennard ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! for Against Abstain Withhold

 

M67171-P47887-Z62458M87867-P61090-Z64929 Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. Directions to Annual Meeting of Shareholders Duke Energy Corporationcorporation O.J. Miller Auditorium 526 South Churchchurch Street Charlotte, NCcharlotte, Nc 28202 Fromfrom I-77 North: Take the Morehead Street exit - 10A Turn Leftleft onto Morehead Street Turn Leftleft onto Mint Street Mint Street Parking Deck located adjacent to Bank of America Stadium Fromfrom I-77 South: Take the I-277/John Belk Freeway/US-74/freeway/uS-74/Wilkinson Blvd.Boulevard exit - 9B Merge onto I-277 N/US-74 E.uS-74 E Take the Carson Blvd.carson Boulevard exit - 1D Stay straight to Carson Blvd.carson Boulevard Turn Leftleft onto Mint Street Mint Street Parking Deck located adjacent to Bank of America Stadium Freefree parking available in the Mint Street Parking Deck 1 -526 South Churchchurch Street 2 -Mint Street Parking Deck 3 -Bank of America Stadium Comments:comments: _____________________________________________________________________________________________ ________________________________________________________________________________________________________ (If you noted any Comments above, please mark corresponding box on the reverse side.) DUKEDuKE ENERGY CORPORATIONcORPORATION Annual Meeting of Shareholders May 1, 20147, 2015 at 10:00 a.m. O.J. Miller Auditorium 526 South Church Street Charlotte, North CarolinaNC 28202 PROXY SOLICITEDSOlIcITED ON BEHALF OFBEHAlf Of THE BOARD OF DIRECTORSOf DIREcTORS The undersigned hereby appoints Lynn J. Good, Steven K. Young and Julia S. Janson, and each of them, proxies, with the powers the undersigned would possess if personally present, and with full power of substitution, to vote all shares of Common Stock of Duke Energy Corporation (the "Company") of the undersigned at the Annual Meeting of Shareholders to be held in the O.J. Miller Auditorium, 526 South Church Street, Charlotte, North CarolinaNC 28202, on May 1, 2014,7, 2015, and at any adjournment thereof, upon all subjects that may come before the meeting, including the matters described in the proxy statement furnished herewith, subject to any directions indicated on the reverse side of this card. If no directions are given, the individuals designated above will vote for"fOR" the election of all director nominees under Proposal 1, for"fOR" Proposals 2, 3 and 4, against"AGAINST" Proposals 5, 6 and 6,7, and at their discretion, on any other matter that may come before the meeting. Phone and Internet voting cutoff is 11:59 PM EDT on April 30, 2014,May 6, 2015, except as described below. This instruction and proxy card is also solicited by the Board of Directors of the Company for use at the Annual Meeting of Shareholders on May 1, 2014,7, 2015, by persons who participate in the Duke Energy Retirement Savings Plan or the Savings Plan for Employees of Florida Progress Corporation.Plan. Phone and Internet voting cutoff for participants in these plansthis plan is 11:59 PM EDT on April 28, 2014.May 4, 2015. By signing this instruction and proxy card or by voting by phone or internet,Internet, the undersigned hereby directs Fidelity Management Trust Company, as Trustee for the Duke Energy Retirement Savings Plan, and Vanguard Fiduciary Trust Company, as Trustee for the Savings Plan for Employees of Florida Progress Corporation, to vote, as designated herein, all shares of common stock with respect to which the undersigned is entitled to direct the Trustee as to voting under the plan at the Annual Meeting of Shareholders of the Company to be held on May 1, 2014,7, 2015, and at any and all adjournments thereof. The Trustee is also authorized to vote such shares in connection with the transaction of such other business as may properly come before the meeting and any and all adjournments thereof. If no directions are given, the shares allocated to the undersigned's account will be voted by the Trustee in the same proportion as shares held by the plansplan for which the Trustee has received voting directions from other participants in the plan, unless the Trustee determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.1974, as amended.

Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Read the proxy statement and have the voting instruction form below at hand. Please note that the telephone and Internet voting turns off on May 6, 2015 at 11:59 p.m. Vote by Internet: www.proxyvote.com Vote by Phone: 1-800-454-8683 Vote by Mail: Use the envelope enclosed PLEASE "X" HERE ONLy IF yOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON ! DUKE ENERGY CORPORATION ANNUAl MEETING FOR HOlDERS AS OF 3/9/15 TO BE HElD ON 5/7/15 Your vote is important. Thank you for voting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders. The following materials are available at www.proxyvote.com. The Notice, Proxy Statement and Annual Report M87917-P61139 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! For Withhold For Withhold The Board of Directors recommends you vote FOR the following proposals: 1. Election of directors: Nominees: 1a. Michael G. Browning 1k. E. Marie McKee 1b. Harris E. Deloach, Jr. 1l. Richard A. Meserve 1c. Daniel R. DiMicco 1m. James T. Rhodes 1d. John H. Forsgren 1n. Carlos A. Saladrigas 1e. Lynn J. Good 1f. Ann Maynard Gray 1g. James H. Hance, Jr. 1i. James B. Hyler, Jr. 1h. John T. Herron 1j. William E. Kennard 2. Ratification of Deloitte & Touche LLP as Duke Energy Corporation's independent public accountant for 2015 3. Advisory vote to approve named executive officer compensation 4. Approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan 5. Shareholder proposal regarding limitation of accelerated executive pay 6. Shareholder proposal regarding political contribution disclosure 7. Shareholder proposal regarding proxy access The Board of Directors recommends you vote AGAINST the following proposals: For Against Abstain