DUKE POWER CO /NC/
11-K, 1996-04-29
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


                                     FORM 8

                       AMENDMENT TO APPLICATION OR REPORT

                Filed pursuant to Section 12, 13, or 15(d) of the
                         Securities Exchange Act of 1934


                               DUKE POWER COMPANY
               (Exact name of registrant as specified in charter)

                                 AMENDMENT NO. 1

         The  undersigned  registrant  hereby  amends its Annual  Report for the
         fiscal year ended  December  31,  1995,  on Form 10-K as filed with the
         Securities and Exchange Commission on March 12, 1996, as follows:

                  By including  as an Exhibit  thereto the  registrant's  Annual
                  Report on Form 11-K with respect to the Stock Purchase-Savings
                  Program for Employees and the Employees'  Stock Ownership Plan
                  of Duke Power  Company for the fiscal years ended  October 31,
                  1995 and December 31, 1995, respectively.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  registrant  has duly  caused  this  amendment  to be signed on its
         behalf by the undersigned, thereunto duly authorized.

                                                DUKE POWER COMPANY


                                                By____________________________
                                                       Ellen T. Ruff           
Date:  April 26, 1996                                   Secretary

<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549



                                    FORM 11-K



                                  ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) of the
                         Securities Exchange Act of 1934




                   For the Fiscal Year Ended October 31, 1995

                                       of

                    DUKE POWER COMPANY STOCK PURCHASE-SAVINGS
                              PROGRAM FOR EMPLOYEES

                                       and

                      For the Year Ended December 31, 1995

                                       of

               DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN




                    Issuer of Securities held pursuant to the
                     Program and Plan is DUKE POWER COMPANY,
                            422 South Church Street,
                      Charlotte, North Carolina 28242-0001


<PAGE>


                               DUKE POWER COMPANY
                  STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

                 Statements of  Participants' Investment as of October 31, 1995
                 and 1994, Statements of Changes in Participants' Investment for
                 the  fiscal  years  ended  October  31,  1995,  1994 and 1993,
                 Supplemental Schedules and Independent Auditors' Report


<PAGE>





<TABLE>
<CAPTION>


TABLE OF CONTENTS                                                                                                 Page
<S>                                                                                                             <C>   

Independent Auditors' Report                                                                                        2

Financial Statements
                 Statements of Participants' Investment as of October 31, 1995 and 1994                             3

                 Statements of Changes in Participants' Investment for the fiscal years ended October 31,
                 1995, 1994 and 1993                                                                                4

                 Notes to Financial Statements                                                                    5-10

                 Schedule I - Investments in Securities                                                             11

                 Schedule II - Participants' Investment                                                           12-13

                 Schedule III - Changes in Participants' Investment                                               14-16

</TABLE>


<PAGE>



INDEPENDENT AUDITORS' REPORT

Duke Power Company Stock Purchase-Savings Program for Employees:

We have audited the accompanying  Statements of Participants'  Investment of the
Duke Power Company Stock Purchase-Savings Program for Employees (the Program) as
of  October  31,  1995 and  1994,  and the  related  Statements  of  Changes  in
Participants' Investment for each of the three years in the period ended October
31, 1995.  These financial  statements are the  responsibility  of the Program's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the  participants'  investment in the Program at October 31, 1995 and
1994 and the changes in participants'  investment for each of the three years in
the  period  ended  October  31,  1995 in  conformity  with  generally  accepted
accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements  of  the  Program  taken  as  a  whole.  The  supplemental
information of investments in securities,  participants'  investment and changes
in participants'  investment is presented for the purpose of additional analysis
of the basic financial  statements rather than to present information  regarding
participants'   investment  and  changes  in  participants'  investment  by  the
individual funds, and is not a required part of the basic financial  statements.
This supplemental information is the responsibility of the Program's management.
Such  supplemental  information  by fund  has  been  subjected  to the  auditing
procedures  applied in our audit of the basic  financial  statements and, in our
opinion,  is fairly stated in all material  respects when considered in relation
to the basic financial statements taken as a whole.



Deloitte & Touche LLP
Charlotte, North Carolina
April 22, 1996

                                                                               2
<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

STATEMENT OF PARTICIPANTS' INVESTMENT
As of October 31, 1995 and 1994
(To be filed under cover of Form SE)

                                                                               3

<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

STATEMENT OF CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Years Ended October 31, 1995, 1994 and 1993
(To be filed under cover of Form SE)

                                                                               4


<PAGE>

                                                                           

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES


NOTES TO FINANCIAL STATEMENTS

1.       DESCRIPTION OF THE PROGRAM

         Purpose and Participation
         The purpose of the Duke Power  Company Stock  Purchase-Savings  Program
         for Employees (the "Program") is to provide an opportunity for eligible
         employees of Duke Power  Company (the  "Company")  and its  affiliates,
         Crescent  Resources,  Inc.,  Nantahala  Power and Light  Company,  Duke
         Energy Corp.,  Duke Engineering & Services,  Inc., and Intera,  Inc. to
         enhance their  long-range  financial  security and retirement  planning
         through tax deferred  savings with the benefit of  contributions by the
         employer,  and to acquire an interest in the Company through  ownership
         of Duke Power Company Common Stock ("Common Stock"), thus enhancing the
         incentive for employees to contribute to the success of the Company.
         Employees are eligible to participate if they (1) have attained the age
         of eighteen on the first day of the program year and (2) become full-
         time employees by the first working day of August and have continuous
         service through November 1 (eligible for November 1 entry) or have
         worked 1,000 hours in any 12 month period prior to May 1 (eligible
         for May 1 entry). May 1 enrollment is only offered to employees who
         have become eligible since November 1.

         Contributions
         A  participant  may authorize payroll reductions from eligible earnings
         in the form of Deferrals and Additional Deferrals. The Deferrals which
         a participant may elect range from 1.5 percent to 5 percent of
         eligible earnings, depending upon years of employment.  The Additional
         Deferrals which a participant may elect are dependent upon years of
         employment and the  participant's level of compensation. Both the
         Deferrals and Additional Deferrals of some highly compensated
         employees may be limited by various provisions of the Internal
         Revenue Code.  All Deferrals and Additional  Deferrals
         are exempt from federal and state income tax withholding in the year
         they are deferred, but both are subject to payroll taxes. Both 
         Deferrals and Additional Deferrals are intended to satisfy 
         the requirements of Section 401(k) of
         the Internal Revenue Code. The employer contributes to the
         Program on behalf of a participant an amount equal to 100 percent
         of the participant's Deferrals in any pay period. These employer
         matching contributions are not intended to satisfy the requirements of
         Section 401(k) of the Internal Revenue Code.

         Investments
         Prior to April 1, 1993,  participants could invest only in Common Stock
         or in U.S. Savings Bonds. The employer matching contribution was always
         invested in Common Stock.  Beginning on April 1, 1993,  new  investment
         options  were  offered  to those  participants  who did not  have  U.S.
         Savings Bonds in their account.  Participants who continue to hold U.S.
         Savings Bonds were  restricted to investing in Common Stock and Savings
         Bonds;  however,  U.S.  Savings Bonds were  eliminated as an investment
         option  effective on and after  November 1, 1993. On and after April 1,
         1993, the employer  matching  contribution will continue to be invested
         in the Duke Power Company Common Stock Fund.  Program  


                                                                               5
<PAGE>


         participants  may invest,  subject to limitations  discussed below, the
         money  in  their  account  in any or all of the  funds  offered  in the
         Program.  Each  participant  buys "units" of a fund based on its market
         price. The value of an account is updated daily.  Initially,  the total
         amount of the participants'  accounts was transferred to the Duke Power
         Company  Common Stock Fund.  Between April 1, 1993, and March 31, 1994,
         participants  could  transfer  up to 10  percent  per  month  of  their
         investment  in the Duke Power  Company  Common  Stock  Fund,  excluding
         unmatured employer matching  contributions,  to any of the other funds.
         After April 1, 1994, the 10 percent limit no longer applies. Throughout
         the plan year, the following funds were offered for investment:

<TABLE>
<CAPTION>

         <S>                                               <C>   

         o  American Funds New Perspective -                Objective is long-term capital growth
                                                            through worldwide investments.

         o  Dreyfus General Money Market Fund, Inc. -       Diversified, open-ended mutual fund that seeks 
                                                            to provide as high a level of current income as
                                                            is  consistent   with  the   preservation   of
                                                            capital and maintenance of liquidity.

         o  Dreyfus S&P 500 Index Fund, Inc. -              Objective  is to  provide  investment  results
                                                            that  correspond  to the  price and yield
                                                            performance of publicly traded common stocks 
                                                            in the aggregate, as represented  by  the
                                                            Standard & Poor's 500 Composite  Stock
                                                            Price Index.

         o  Duke Power Company Common Stock Fund -          Consists  solely of Duke Power Company Common 
                                                            Stock and a small percentage of uninvested cash 
                                                            that may be used to cover loans, transfers and
                                                            distributions.

         o  Kemper U.S. Government Securities Fund -        Offers high current income, liquidity and security
                                                            of principal.

         o Twentieth  Century  Balanced  Investors  Fund -  Objective  is capital growth and current income.

</TABLE>

         The Company  reserves the right to change the investment  funds offered
         from  time to time as  conditions  merit.  Units  in any  fund  that is
         deleted  would be  liquidated  and  transferred  to

                                                              
                                                                               6
<PAGE>


         another fund of the participant's  choice. The selection from available
         investment funds is the sole responsibility of each participant. The
         Program is intended to satisfy the requirements of Section 404(c)
         of the Employee Retirement Income Security Act.

         Participants' Accounts
         Within 15 days of the end of the calendar month during which such 
         payroll reductions are made, the Deferrals and Additional Deferrals 
         are invested as directed by the participant. Employer matching 
         contributions are applied to the purchase of Common Stock or units of
         the Common Stock Fund. Shares may be issued directly by the Company 
         or obtained by open market purchase. The  shares are allocated to the 
         individual  accounts of the participants in proportion  to the amounts 
         of their  Deferrals, Additional Deferrals and related employer 
         contributions.  Dividends  on  Common  Stock are applied in the same  
         manner,  and the purchased shares are allocated to individual accounts
         in proportion to the shares on which the dividends are paid.

         The number of  participant  accounts in the Program for the class years
         ended October 31, 1995,  1994 and 1993 were 18,945,  19,085 and 19,097,
         respectively.

         Vesting and Distribution 
         Prior to April 1, 1993,  only the employer  contributions  on 
         behalf of any  employee  with at least five years of service were 
         vested and were not  subject to   forfeiture.   As  of  
         April  1,  1993,  all  Company contributions are 100 percent 
         vested for all participants. The participants' Deferrals, 
         Additional Deferrals, and employer contributions during the  
         program year are paid into a class formed for that year.  At the 
         end of the program year, the class is closed and no further  
         payments for that class are made. The employer matching 
         contributions and earnings thereon, including vacation pay 
         contributions and performance goals contributions,  may be 
         distributed to the participants upon maturity of each class year 
         or may be retained in the Program. A cash payout option has also 
         been added to the Programs permitting  participants to take  
         withdrawals in either Duke Power Company Common Stock or cash. 
         Deferrals, Additional Deferrals and earnings thereon, may be 
         distributed only pursuant to Section 401(k) of the Internal Revenue 
         Code.

         Employees  may  borrow,  with  some limitations, from the portion of 
         their account which is subject to Section 401(k). The loan interest 
         rate is based on the rate  charged by the Trustee (See Note 5) on 
         similar  commercial  loans and the normal repayment period can be up 
         to 60 months.

         The liability for  distributions to matured classes is estimated at the
         Program's year end based on the October 31st market price of Duke Power
         Company's Common Stock. There was no liability for distributions at
         October 31, 1995.
                                                                               7
<PAGE>

         Rights Upon Termination
         The Company  expects and intends to continue the Program  indefinitely,
         but has reserved the right to amend,  suspend or terminate  the Program
         at any time. In the event of termination of the Program, the net assets
         of the Program would be  distributed to the  participants  based on the
         balances in their individual accounts at the date of termination.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Accounting
         The accompanying financial statements have been prepared on the accrual
          basis of accounting.

         Administrative Costs
         The Company pays all administrative costs relating to the Program.

3.       APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS

         The total cost, market value and net change in unrealized  appreciation
         (depreciation)  in market value of Duke Power Company  Common Stock and
         other  fund  investments  at  October  31,  1995,  1994  and  1993  are
         summarized in the following schedule:


                                                                               8





<PAGE>


APPRECIATION (DEPRECIATION) OF MARKET VALUE OF INVESTMENTS
(To be filed under cover of Form SE)

                                                                               9



<PAGE>


4.       TAX CONSEQUENCES OF THE PROGRAM

         The trust  which  forms a part of the  Program is exempt  from  federal
         income  tax under  the  provision  of  Section  501(a) of the  Internal
         Revenue Code.

         Program  participants  are not taxed on  either  the  income
         earned or employer contributions until such time as
         distributions are made. Deferrals and Additional Deferrals are
         based on pre-tax earnings.  Therefore, the employees' current
         taxable income, and thus current income taxes, are generally
         reduced.

         The Internal Revenue Service imposes a 10 percent additional tax on the
         taxable portion of a withdrawal or distribution from the Program.  This
         tax is in addition to regular  income tax.  Distributions  after age 59
         1/2 or  upon  separation  from  service  after  attaining  the  age 55,
         disability or death are not subject to the additional  tax. Also exempt
         are  qualifying  distributions  that are rolled  over to an  Individual
         Retirement Account (IRA).

         The Code requires in some cases that 20 percent  of  the  taxable
         portion  of  any   distribution   other  than  a distribution
         of Duke Power Company Common Stock be withheld for federal
         income  tax.  Withholding  is not  required  when the  Trustee
         for the Program transfers the distribution  directly to an IRA
         sponsored by the participant.

5.       THE TRUSTEE

         All  Program  assets are held by the  Trustee,  Wachovia  Bank of North
         Carolina, N.A., Winston-Salem, North Carolina.


6.       ACCOUNTING FOR EMPLOYEE LOANS

         For plan year  ending  October  31,  1993,  a change in the  accounting
         method used to report  employee  loans took  place.  The effect of this
         change was to increase participants' investment by $17,542,988.

                                                                              10
<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

SCHEDULE I - INVESTMENTS IN SECURITIES
As of October 31, 1995
(To be filed under cover of Form SE)

                                                                              11
<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

SCHEDULE II - PARTICIPANTS' INVESTMENT
(To be filed under cover of Form SE)

                                                                              12
<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

SCHEDULE II - PARTICIPANTS' INVESTMENT
(To be filed under cover of Form SE)

                                                                              13
<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

SCHEDULE III - CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Year ended October 31, 1995
(To be filed under cover of Form SE)

                                                                              14
<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

SCHEDULE III - CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Year ended October 31, 1994
(To be filed under cover of Form SE)

                                                                              15
<PAGE>

DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES

SCHEDULE III - CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Year ended October 31, 1993
(To be filed under cover of Form SE)

                                                                              16

<PAGE>

                               DUKE POWER COMPANY
                         EMPLOYEES' STOCK OWNERSHIP PLAN




                  Statements of Net Assets  Available for Plan  Distributions as
         of  December  31,  1995 and 1994,  Statements  of Changes in Net Assets
         Available for Plan Distributions for the Years Ended December 31, 1995,
         1994 and 1993, and Independent Auditors' Report


<PAGE>








<TABLE>
<CAPTION>


TABLE OF CONTENTS                                                                                                 Page

<S>                                                                                                            <C>

Independent Auditors' Report                                                                                       3
Financial Statements

                 Statements of Net Assets Available for Plan Distributions as of December 31, 1995 and 1994        4

                 Statements of Changes in Net Assets Available for Plan Distributions for the Years Ended          5
                 December 31, 1995, 1994 and 1993

                 Notes to Financial Statements                                                                   6 - 9

Independent Auditors' Consent                                                                                      10

</TABLE>

NOTE:         Schedules  I, II and III are  omitted  because  of the  absence of
              conditions under which they are required,  or because the required
              information  is  included  in the  financial  statements  or notes
              thereto.

                                                                               2
<PAGE>





         INDEPENDENT AUDITORS' REPORT



         Duke Power Company Employees' Stock Ownership Plan:

         We have audited the accompanying Statements of Net Assets Available for
         Plan  Distributions  of Duke Power Company  Employees'  Stock Ownership
         Plan (the  Plan) as of  December  31,  1995 and 1994,  and the  related
         Statements of Changes in Net Assets  Available  for Plan  Distributions
         for each of the three  years in the period  ended  December  31,  1995.
         These  financial  statements  are  the  responsibility  of  the  Plan's
         management.  Our  responsibility  is to  express  an  opinion  on these
         financial statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
         standards.  Those standards  require that we plan and perform the audit
         to obtain reasonable  assurance about whether the financial  statements
         are free of material  misstatement.  An audit includes examining,  on a
         test basis,  evidence  supporting  the amounts and  disclosures  in the
         financial  statements.  An audit also includes assessing the accounting
         principles used and significant  estimates made by management,  as well
         as evaluating the overall financial statement presentation.  We believe
         that our audits provide a reasonable basis for our opinion.

         In our  opinion,  such  financial  statements  present  fairly,  in all
         material  respects,  the financial position of the Plan at December 31,
         1995 and 1994 and the  changes  in its net  assets  available  for plan
         distributions  for each of the three years in the period ended December
         31, 1995 in conformity with generally accepted accounting principles.



         Deloitte & Touche LLP

         Charlotte, North Carolina
         April 22, 1996
                                                                              3

<PAGE>


         DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN

          STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
          AS OF DECEMBER 31, 1995 AND 1994
          (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>


                                                                                NOTES           1995              1994

        <S>                                                                    <C>           <C>               <C>

          INVESTMENTS IN DUKE POWER COMPANY     COMMON STOCK - At quoted
          market value     (1995  - 1,242,189 shares;    1994  - 1,259,953        4               $58,854            $48,039
          shares)

          LESS LIABILITY FOR:                                                     1
                   Distributions payable to participants                                              -                42

                   Distributions payable to terminated  participants                                    60               334

             Total Liabilities                                                                        $ 60             $ 376

          NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS                                              $58,794           $47,663

</TABLE>


          See notes to financial statements.

                                                                               4
<PAGE>



DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                          NOTES                1995                  1994                 1993
<S>                                                    <C>                   <C>                <C>                    <C>

INCREASES (DECREASES):

Dividends and interest                                                       $2,480                $2,421               $2,470

Net increase (decrease) in unrealized appreciation
(depreciation) in market value of Duke Power
Company common stock                                        4                 9,946               (8,051)                5,556

Distributions of appreciated (depreciated) securities:       1

        Matured class participants                                            (720)                 (354)              (3,184)

        Terminated participants                                             (1,795)               (2,463)              (2,356)

        Participants electing distribution of dividends                       (366)                 (386)                (463)

        Total Distributions                                                 (2,881)               (3,203)              (6,003)

Realized gain (loss) related to distributions                  1
of appreciated (depreciated) securities:

        Matured class participants                                              477                1,450                 1,319

        Terminated participants                                               1,109                1,147                 1,687

        Participants electing distribution  of dividends                          -                   -                      -

        Total Realized Gain (Loss)                                            1,586                2,597                 3,006

NET INCREASE  (DECREASE)                                                    11,131               (6,236)                5,029


BALANCE, BEGINNING OF YEAR                                                   47,663                53,899               48,870

BALANCE, END OF YEAR                                                        $58,794               $47,663              $53,899
</TABLE>

See notes to financial statements.

                                                                              5
<PAGE>



DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN


NOTES TO FINANCIAL STATEMENTS

1.      DESCRIPTION OF THE PLAN

        Purpose  and   Participation   -  Duke  Power  Company  and  its
        affiliates,  Crescent Resources, Inc. and Duke Engineering and Services,
        Inc.,  (collectively  referred  to as  the  "Employing  Company"),  have
        adopted an Employee Stock Ownership Plan (the Plan) for their employees.
        The  Plan is a stock  bonus  plan  designed  to  promote  investment  by
        employees in Duke Power  Company.  Employees are eligible to participate
        if they (1) have  attained  the age of  eighteen on the first day of the
        plan year, (2) have been employees for the three  immediately  preceding
        calendar months,  and (3) are not members of a unit of employees covered
        by a collective  bargaining  agreement  which  provides  for  retirement
        benefits not available to employees generally. No participants have been
        added to the Plan since 1987. The  plan  year  consists  of  a  calendar
        12 months.

        The Plan was amended in December 1987 to allow  participants to elect to
        receive, in cash, dividends paid on shares held in their accounts.

        Contributions - Prior to 1987, Employing Company contributions to the 
        Plan were based on investment tax credits and payroll-tax credits. All 
        such tax credits have now been repealed.  The  Employing Company has
        not made a  contribution  to the Plan since 1987 and does not anticipate
        making any further contributions to the Plan.

        Participants'  Accounts - Separate  accounts by plan year are maintained
        for each participant to accumulate any annual  allocations and dividends
        earned thereon.

        At December 31, 1995 there were 9,589 participant  accounts in the Plan,
        including 1,212 accounts of persons  terminated from employment who were
        eligible to receive their vested benefits.

        Vesting and  Distributions  - The Plan provides for  immediate  vesting.
        Distributions  for a plan year are  available  at the end of the seventh
        plan  year  after  contributions  are made.  As of  February  1995,  all
        contributions  have been held in the Plan for at least  seven  years and
        are  available  for  distribution  to  the  participants.  Plan  account
        balances may be distributed upon retirement or termination, or funds may
        be left in the Plan until requested (up to age 70 1/2).

                                                                               6
<PAGE>



        The liability for  distributions  payable to terminated  participants is
        estimated  at year end based on the year end market  price of Duke Power
        Company's common stock.  Differences between estimated  distribution and
        actual  distribution  amounts are  reflected  in the  subsequent  year's
        "Distributions of appreciated (depreciated) securities."

        Right to Amend or  Terminate - The  Employing  Company has  reserved the
        right to amend or terminate  the Plan, at any time, by resolution of the
        Management Committee of the Board of Directors of Duke Power Company. If
        the Plan were terminated, all assets of the Plan would be distributed to
        the individual  participants based upon the balances in their individual
        accounts at date of termination.

2.      BASIS OF ACCOUNTING

        The accompanying  financial statements are prepared on the accrual basis
        of accounting.

3.      ADMINISTRATIVE COSTS

        The Company pays all administrative costs relating to the Plan.

                                                                               7


<PAGE>



4.  INVESTMENTS IN DUKE POWER COMPANY COMMON STOCK

    The net change in unrealized appreciation (depreciation) in market value of
    investments for the years ended December 31, 1995, 1994 and 1993 is as
    follows  (dollars in thousands):


<TABLE>
<CAPTION>

                                                                                                                    Net
                                                                                                                Unrealized
                                                              Market                                           Appreciation
                                                              Value                   Cost                     (Depreciation)


<S>                                                    <C>                      <C>                    <C>

1995:

December 31, 1995                                                 $58,854                $24,934                   $33,920
December 31, 1994                                                  48,039                 24,065                    23,974
Net Change                                                        $10,815                   $869                    $9,946

                                                                                                                    Net
                                                                                                                Unrealized
                                                                 Market                                        Appreciation
                                                                 Value                   Cost                  (Depreciation)

1994:

December 31, 1994                                                 $48,039                $24,065                   $23,974
December 31, 1993                                                  56,946                 24,921                    32,025
Net Change                                                       $(8,907)                 $(856)                   $(8,051)


                                                                                                                    Net
                                                                                                                Unrealized
                                                                 Market                                        Appreciation
                                                                  Value                   Cost                 (Depreciation)

1993:

December 31, 1993                                                 $56,946                $24,921                   $32,025
December 31, 1992                                                  51,773                 25,304                    26,469
Net Change                                                         $5,173                 $(383)                    $5,556

</TABLE>

                                                                              8

<PAGE>


5.  TAX CONSEQUENCES OF THE PLAN

    The Plan, as amended, has been approved by the Internal Revenue Service as a
    qualified  employees'  trust under  Sections  401 and 409(a) of the Internal
    Revenue Code.  The Plan is exempt from income taxes under Section  501(a) of
    the Code.

    Plan  participants  are not taxed on either the income  earned or  Employing
    Company contributions until distributions are made.

    The Internal  Revenue Code imposes a 10 percent additional  federal  
    income  tax  on  the  taxable  portion  of  the  Plan's distributions,  
    unless the  employee  has reached age 59 1/2. The 10 percent additional 
    tax does not apply to certain distributions that are specifically
    exempted by the Code:  termination  of  employment  after  reaching age 55,
    disability  or death.  Also  exempt are  qualifying  distributions that are
    rolled over to an Individual  Retirement  Account (IRA). The Code also 
    requires, in some cases,  that 20 percent of the taxable portion of any 
    distribution  (other than a distribution of Duke Power Company common
    stock) must be withheld for federal income tax.  Withholding is not required
    where the Trustee for the Plan transfers the distribution  directly to an
    individual retirement arrangement sponsored by the participant.

6.  THE TRUSTEE

    In accordance with terms of a trust agreement, the Trustee, Wachovia Bank of
    North  Carolina,  N.A.,  holds all investments  and makes  distributions  to
    participants.



                                                                               9

<PAGE>





                          INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in Post-Effective  Amendment No. 11
to  Registration  Statement No. 2-72172 of Duke Power Company on Form S-8 of our
reports dated April 22, 1996,  appearing in this Annual Report on Form 11-K with
respect to the Duke Power Company Stock  Purchase-Savings  Program for Employees
for the fiscal year ended October 31, 1995 and the Duke Power Company Employees'
Stock Ownership Plan for the year ended December 31, 1995.




Deloitte & Touche LLP

Charlotte, North Carolina
April 22, 1996

                                                                             10


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