Notice of Annual Meeting of Shareholders - 2005 Proxy Statement - Duke Energy
Duke Energy

Notice of Annual Meeting of Shareholders
May 12, 2005

March 31, 2005

We will hold the annual meeting of shareholders of Duke Energy Corporation on Thursday, May 12, 2005, 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 three nominees as Class II directors and one nominee as Class III director.
  2. Approval of amendments to Duke Energy's Restated Articles of Incorporation to eliminate classification of Duke Energy's Board of Directors.
  3. Ratification of Deloitte & Touche LLP as Duke Energy's independent auditor for 2005.

Shareholders of record as of March 14, 2005, can vote at the annual meeting. This proxy statement, proxy card and voting instructions, along with our 2004 Summary Annual Report and 2004 Form 10 K, are being distributed on or about March 31, 2005.

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.

B. Keith Trent
Acting Group Vice President, General Counsel and
Secretary