Audit Committee and Audit Committee Financial Expert
All the members of the Audit Committee have been affirmatively determined
to be independent within the meaning of the listing standards of the New York
Stock Exchange and Duke Energy's categorical standards of independence. In
addition, each Audit Committee member meets the independence requirements for
audit committee membership under existing New York Stock Exchange rules as
well as the rules and regulations of the Securities and Exchange Commission.
The Audit Committee operates under a written charter adopted by the Board
of Directors, which is attached hereto as Appendix A.
The Board of Directors has determined that the Audit Committee has two audit
committee financial experts, William T. Esrey and James T. Rhodes, who are
independent directors.
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