Notice of Annual Meeting of Shareholders - 2004 Proxy Statement - Duke Energy
Duke Energy

Notice of Annual Meeting of Shareholders
May 13, 2004

March 31, 2004

We will hold the annual meeting of shareholders of Duke Energy Corporation on Thursday, May 13, 2004, at 10:00 a.m. in the O. J. Miller Auditorium in the Energy Center located at 526 South Church Street in Charlotte, North Carolina.

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

  1. Election of four nominees as Class I directors.
  2. Ratification of Deloitte & Touche LLP as Duke Energy's independent auditors for 2004.
  3. A shareholder proposal relating to declassification of Duke Energy's Board of Directors, if properly presented at the annual meeting.

Shareholders of record as of March 15, 2004, can vote at the annual meeting. This proxy statement, proxy card and voting instructions, along with our 2003 summary annual report and 2003 Form 10-K, are being distributed on or about March 31, 2004.

Your vote is very important. If voting by mail, please sign, date and return the enclosed proxy card in the enclosed prepaid envelope and allow sufficient time for the postal service to deliver your proxy before the meeting. If voting by telephone or on the Internet, please follow the instructions on your proxy card.

By order of the Board of Directors.

Martha B. Wyrsch
Group Vice President, General Counsel and
Secretary