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Proposal 3:
Ratification of Deloitte & Touche LLP as Duke Energy's Independent Auditor for 2005

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, a registered public accounting firm, as independent auditors to examine Duke Energy's accounts for the year 2005. If the shareholders do not ratify this appointment, the Audit Committee will consider other registered public accounting firms.

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.