Proposal 1:
Election of Directors
The Board of Directors recommends a vote FOR each nominee.
The Board of Directors of Duke Energy consists of 11 members, divided into
three classes. The three-year terms of the classes are staggered so that the
term of one class expires at each annual meeting. The terms of the four Class
I directors will expire at the 2004 annual meeting, including Paul M. Anderson,
who was appointed as a Class I director by the Board of Directors on October
7, 2003, effective November 1, 2003.
The Board of Directors has nominated the following Class I directors for election:
Paul M. Anderson, Ann M. Gray, Michael E. J. Phelps and James T. Rhodes.
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.