Proposal 2:
Ratification of Deloitte & Touche LLP as Duke Energy's Independent Auditors for 2004
The Board of Directors recommends a vote FOR this proposal.
The Board of Directors concurs with the reappointment, subject to shareholder
ratification, by the Audit Committee of the firm of Deloitte & Touche LLP,
certified public accountants, as independent auditors to examine Duke Energy's
accounts for the year 2004. If the shareholders do not ratify this appointment,
the Audit Committee will consider other certified public accountants.
A representative of Deloitte & Touche LLP will attend the annual meeting
and will have the opportunity to make a statement and be available to respond
to appropriate questions.