Summary Compensation Table

Option Grants in 2004

Option Exercises and Year-End Values

Long-Term Incentive Plan Awards

Employment Contracts, Termination and Change-in-Control

Retirement Plan Information

The following table sets forth information regarding compensation paid to the Chief Executive Officer and the other four most highly compensated executive officers of Duke Energy who were serving as executive officers at the end of 2004, for services to Duke Energy and its subsidiaries for the years ended December 31, 2004, 2003, and 2002.

Name and Principal Position	Year	Annual Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)⁴	Other Annual Compensation ($)
Paul M. Anderson¹ Chairman of the Board and Chief Executive Officer	2004	0	0	365,296⁵
	2003	0	0	0

Fred J. Fowler President and Chief Operating Officer	2004	729,996	1,055,939	67,282
	2003	670,009	603,000	46,237
	2002	559,996	0	63,866
Jimmy W. Mogg² Group Vice President, Chief Development Officer	2004	491,667	580,183	53,356
	2003	450,000	365,985	27,314
	2002	450,000	40,095	36,300
David L. Hauser³ Group Vice President and Chief Financial Officer	2004	491,667	562,710	22,299
	2003	285,000	270,875	18,253
	2002	285,000	73,644	22,966
Ruth G. Shaw President and Chief Executive Officer, Duke Power Company	2004	500,004	534,254	23,533
	2003	500,004	223,152	25,294
	2002	500,004	0	38,282

Name and Principal Position	Year	Long-Term Compensation			All Other Compensation ($)⁹
		Awards		Payouts
		Restricted Stock Award(s) ($)^6,7	Securities Underlying Options/SARS (#)	LTIP Payouts ($)⁸
Paul M. Anderson¹ Chairman of the Board and Chief Executive Officer	2004	0	0	0	0
	2003	11,255,250	1,100,000	0	0

Fred J. Fowler President and Chief Operating Officer	2004	1,204,413	0	0	84,882
	2003	878,113	201,000	0	44,102
	2002	0	42,100	532,600	77,068
Jimmy W. Mogg² Group Vice President, Chief Development Officer	2004	562,458	0	0	71,084
	2003	393,134	93,000	0	50,554
	2002	0	7,500	319,560	69,355
David L. Hauser³ Group Vice President and Chief Financial Officer	2004	450,052	0	0	56,171
	2003	149,405	39,600	0	33,469
	2002	0	4,700	159,780	38,218
Ruth G. Shaw President and Chief Executive Officer, Duke Power Company	2004	625,073	0	0	51,640
	2003	480,573	110,000	0	35,249
	2002	0	0	248,547	70,861

¹ Mr. Anderson does not receive a base salary, annual cash incentives or certain employee benefits, as more fully described in "Employment Contracts and Termination of Employment and Change-in-Control Arrangements" below.

² Mr. Mogg was appointed Group Vice President, Chief Development Officer effective January 1, 2004. He previously served as President and Chief Executive Officer of Duke Energy Field Services, LLC, a consolidated subsidiary of Duke Energy, since December 1994, and additionally served as Chairman of the Board of Duke Energy Field Services, LLC since 1999. Mr. Mogg resigned from these positions as of December 31, 2003.

³ Mr. Hauser was appointed Group Vice President effective January 1, 2004, and Chief Financial Officer effective March 1, 2004, having served as Chief Financial Officer in an acting capacity since November 21, 2003. Mr. Hauser previously served as Senior Vice President and Treasurer since 1998.

⁴ Amounts shown for Messrs. Fowler and Hauser and Dr. Shaw for 2004 do not include any amount that may be payable on account of an individual objective performance goal, which amount, if any, could not yet be determined at the time this proxy statement was filed. The bonus opportunities for this goal represent 2%, 4% and 0.66% of the total target bonus opportunities for Messrs. Fowler and Hauser and Dr. Shaw, respectively.

⁵ Includes $159,363 associated with the relocation of Mr. Anderson's principal residence to Charlotte, North Carolina, including reimbursement of the related tax liability. Also includes $134,507 associated with the incremental cost to Duke Energy for personal use of company aircraft by Mr. Anderson and his wife. In accordance with his employment agreement described in "Employment Contracts and Termination of Employment and Change-in-Control Arrangements" below, Mr. Anderson is permitted to use Duke Energy aircraft for personal travel. During 2004, an independent security study for Mr. Anderson, commissioned by the Compensation Committee, was completed. The report included a recommendation that Mr. Anderson and his wife travel by corporate jet (chartered or company-owned) whenever possible for personal travel.

⁶ Mr. Anderson received an award of performance shares granted under the Duke Energy 1998 Long-Term Incentive Plan upon his employment with Duke Energy in 2003. Performance shares are represented by units denominated in shares of Duke Energy Common Stock. Each performance share represents the right to receive, upon vesting, one share of Duke Energy Common Stock. One hundred twenty thousand (120,000) shares vested as of December 31, 2004, based upon achievement of 2004 performance goals, as described in the "Report of the Compensation Committee" above. Up to one hundred twenty thousand (120,000) shares will vest on each of December 31, 2005, and December 31, 2006, subject to achievement of performance goals established for calendar year 2005 and to be established for 2006, respectively. Any shares subject to vesting in calendar years 2005 and 2006 that do not vest upon achievement of goals associated with those years will be forfeited. Payment of any vested performance shares will be made in shares of Duke Energy Common Stock to Mr. Anderson following termination of his employment with Duke Energy. The performance share award also grants an equal number of dividend equivalents, which represent the right to receive cash payments, equivalent to the cash dividends paid on the number of shares of Duke Energy Common Stock represented by vested and unvested performance shares, while the award remains outstanding but unpaid. Mr. Anderson's aggregate performance share holdings (both vested and unvested) at December 31, 2004, were 360,000 shares, with a value on that date of $9,118,800, based on the closing price that day of a share of Duke Energy Common Stock as reported on the New York Stock Exchange Composite Transaction Tape, which was $25.33. Other payment conditions with respect to Mr. Anderson's performance share award are described in more detail in "Employment Contracts and Termination of Employment and Change-in-Control Arrangements" below.

Awards made in 2003 to Messrs. Fowler, Mogg and Hauser and Dr. Shaw were performance shares granted under the Duke Energy 1998 Long-Term Incentive Plan. Such performance shares are represented by units denominated in shares of Duke Energy Common Stock. Each performance share represented the right to receive, upon vesting, one share of Duke Energy Common Stock. Vesting of the performance shares was based upon achievement of Duke Energy 2003 EPS within a specified range. As a result of not meeting the 2003 EPS threshold goal, the performance shares in each award were forfeited.

⁷ Mr. Anderson received an award of phantom stock granted under the Duke Energy 1998 Long-Term Incentive Plan upon commencement of his employment with Duke Energy in 2003. Phantom stock is represented by units denominated in shares of Duke Energy Common Stock. Each phantom stock unit represents the right to receive, upon vesting, one share of Duke Energy Common Stock. Forty-five thousand (45,000) units of the phantom stock award to Mr. Anderson vested on January 1, 2004. An additional twenty thousand (20,000) units vested on each of April 1, 2004, July 1, 2004, October 1, 2004 and January 1, 2005. The remaining 160,000 units will vest 20,000 units each on the first day of each quarter beginning April 1, 2005, and ending on January 1, 2007. Payment of vested phantom stock units will be made in shares of Duke Energy Common Stock to Mr. Anderson following termination of his employment with Duke Energy. The phantom stock award also grants an equal number of dividend equivalents, which represent the right to receive cash payments, equivalent to the cash dividends paid on the number of shares of Duke Energy Common Stock represented by vested and unvested phantom units, while the award remains outstanding but unpaid. Other payment conditions with respect to Mr. Anderson's phantom stock award are described in more detail in "Employment Contracts and Termination of Employment and Change-in-Control Arrangements" below.

Messrs. Fowler, Mogg and Hauser and Dr. Shaw received one-half the value of the long-term incentive component of their 2004 compensation in the form of phantom stock; the other half was received as performance shares as described in "Long-Term Incentive Plan—Awards in Last Fiscal Year" below. Also, Messrs. Fowler and Mogg and Dr. Shaw each elected to receive 30%, and Mr. Hauser elected to receive 20%, of the value of the long-term incentive component of their 2002 compensation in the form of phantom stock. All awards were granted under the Duke Energy 1998 Long-Term Incentive Plan. The 2004 awards were approved by the Compensation Committee on February 24, 2004, and made on March 4, 2004, and the 2002 awards were made on December 19, 2001. Phantom stock is represented by units denominated in shares of Duke Energy Common Stock. Each phantom stock unit that vests represents the right to receive one share of Duke Energy Common Stock. The phantom stock awards also grant an equal number of dividend equivalents, which represent the right to receive cash payments, equivalent to the cash dividends paid on the number of shares of Duke Energy Common Stock represented by unvested phantom units, while the award remains unvested.

2004 Award. One fifth of the 2004 phantom stock award vests on each of the first five anniversaries of the approval date provided the recipient continues to be employed by Duke Energy or his or her employment terminates on account of retirement. There is an accelerated vesting opportunity in early 2007, for units not previously vested on the anniversaries of the approval date, based on achievement of target total shareholder return (TSR) relative to the S&P 500 for the calendar-year period 2004-2006. The target TSR goal is consistent with the target TSR goal for the 2004 performance shares described in "Long-Term Incentive Plan—Awards in Last Fiscal Year" below. If retirement occurs during the 2004-2006 performance period and the TSR goal is subsequently determined to have been achieved, units in the award are adjusted to reflect actual 2004-2006 service and are immediately vested, to the extent not previously vested on the anniversaries of the approval date. If the recipient's employment terminates as a result of death, disability, or by Duke Energy without cause or as a result of a divestiture, units in the award are reduced to reflect actual service during the installment vesting period and are immediately vested, and any remaining unvested units are forfeited. In the event of a "change in control" of Duke Energy, as defined in the plan, all outstanding unvested units will vest.

2002 Award. One quarter of the 2002 phantom stock award vests on each of the first four anniversaries of the grant date provided the recipient continues to be employed by Duke Energy or his or her employment terminates on account of retirement. The awards fully vest in the event of the recipient's death or disability or a "change in control" of Duke Energy as defined in the plan. If the recipient's employment terminates other than on account of retirement, death or disability, any unvested shares remaining on the termination date are forfeited.

The aggregate number of phantom stock units held by Messrs. Anderson, Fowler, Mogg and Hauser and Dr. Shaw at December 31, 2004, and their fair market values on that date (based on the closing price of a share of Duke Energy Common Stock as reported on the New York Stock Exchange Composite Transactions Tape on such date, which was $25.33) are as follows:

Number of Phantom
Stock Units Value At
December 31, 2004

Paul M. Anderson 285,000 $7,219,050

Fred J. Fowler 59,915 1,517,647

Jimmy W. Mogg 21,625 547,761

David L. Hauser 28,563 723,501

Ruth G. Shaw 31,988 810,256

The phantom stock unit holdings for Messrs. Fowler, Mogg and Hauser and Dr. Shaw include grants made in 2004, as reflected in the Summary Compensation Table above, and in 2001. Mr. Anderson's phantom stock unit holdings were granted in 2003 as reflected in the Summary Compensation Table above.

⁸ Amounts shown represent the dollar value of Duke Energy Common Stock paid in 2002 based on achievement in 2000 of a target total shareholder return goal. Pursuant to the terms of the performance share awards granted in 1999, no payments under the award could occur prior to the third anniversary of the date of the award. Mr. Fowler and Mr. Hauser elected to defer receipt of their payment in the form of stock units held in accounts in the Duke Energy Corporation Executive Savings Plan.

⁹ All Other Compensation column includes the following for 2004:

Paul M. Anderson Fred J. Fowler Jimmy W. Mogg David L. Hauser Ruth G. Shaw

Matching Contributions Under the Duke Energy Retirement Savings Plan — $12,300 $12,300 $12,300 $12,300

Make-Whole Matching Contribution Credits Under the Duke Energy Corporation Executive Savings Plan — 67,680 17,200 30,452 31,089

Above-Market Interest Earned on Account Balances in the Duke Energy Corporation Executive Savings Plan Supplemental Account — — — 9,181 2,606

Economic Value of Life Insurance Coverage Provided Under Life Insurance Plans — 4,902 4,985 4,238 5,645

Supplemental Credit to the Duke Energy Corporation Executive Savings Plan¹ — — 36,599 — —

Total — $84,882 $71,084 $56,171 $51,640

¹ Credit for company match contributions forfeited on Mr. Mogg's short-term incentive bonus earned in 2003 but paid in 2004 under the Duke Energy Field Services 401(k) and Retirement Plan and the Duke Energy Field Services Executive Deferred Compensation Plan. Such forfeiture resulted from Mr. Mogg's short-term incentive bonus becoming ineligible for benefits under the referenced plans upon his termination of employment at Duke Energy Field Services, LLC effective January 1, 2004, to accept his current position with Duke Energy.