Duke Energy Shareholders Approve Cinergy Merger - Duke Energy

News Release
March 10, 2006

Duke Energy Shareholders Approve Cinergy Merger

CHARLOTTE, N.C. – Duke Energy shareholders today overwhelmingly approved the proposed merger with Cinergy.

At a special meeting held this morning in Charlotte, 95 percent of the Duke Energy shares voted were in favor of the merger with 75 percent of outstanding common shares being voted. Cinergy shareholders also approved the merger during a separate meeting this morning. Under the merger agreement previously announced and approved today, each common share of Cinergy will be converted into 1.56 shares of Duke Energy common stock upon closing of the merger.

“We’re pleased that our shareholders have overwhelmingly thrown their support behind the merger,” said Chairman of the Board and Chief Executive Officer Paul M. Anderson. “By combining with Cinergy, we are bringing together two strong companies with a shared history of providing reliable, reasonably priced electric service and achieving high levels of customer satisfaction.

“The new Duke Energy will have greater financial strength and flexibility which will allow us to continue to deliver strong returns for our shareholders and to maintain the quality and reliability of service that our customers expect and deserve,” added Anderson.  

Also during the special meeting of shareholders, Anderson announced that upon closing of the merger, the franchised electric and gas utilities – Duke Power in North Carolina and South Carolina, Cincinnati Gas & Electric in Ohio, Union Light Heat and Power in Kentucky, and PSI Energy in Indiana – will all be known as Duke Energy.

“We believe using one name supports one company, one stock and one team, regardless of how our business grows and evolves,” Anderson noted. “The unified name supports our focus on providing consistent, top-notch service for our customers across all of our businesses.”

After the merger is complete, Anderson will become chairman of the board of the new Duke Energy. James E. Rogers, currently chairman and chief executive officer of Cinergy, will be president and chief executive officer. Anderson announced today that Ann Maynard Gray will continue to serve as lead director for the new board.

The merger, announced May 9, 2005, has been approved by state regulators in Ohio, Kentucky and South Carolina; by the Federal Energy Regulatory Commission and the Nuclear Regulatory Commission; and, the companies have satisfied Federal Trade Commission and U.S. Department of Justice review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Regulators in North Carolina and Indiana are currently considering settlement agreements reached between the companies and certain interested parties in each state. The companies anticipate closing the merger as early as April.

Corporate Profiles
Cinergy has a balanced, integrated portfolio consisting of two core businesses:  regulated operations and commercial businesses. Cinergy’s integrated businesses make it a Midwest leader in providing both low-cost generation and reliable electric and gas service. More information about the company is available on the Internet at:  http://www.cinergy.com.    

Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: http://www.duke-energy.com.

Forward-Looking Statements
This document includes statements that do not directly or exclusively relate to historical facts.  Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements include statements regarding benefits of the proposed mergers and restructuring transactions, integration plans and expected synergies, anticipated future financial operating performance and results, including estimates of growth.  These statements are based on the current expectations of management of Duke Energy and Cinergy.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document.  For example, (1) the companies may be unable to obtain shareholder approvals required for the transaction; (2) the companies may be unable to obtain regulatory approvals required for the transaction, or required regulatory approvals may delay the transaction or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the transaction; (3) conditions to the closing of the transaction may not be satisfied; (4) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (5) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (6) the transaction may involve unexpected costs or unexpected liabilities, or the effects of purchase accounting may be different from the companies’ expectations; (7) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (8) the businesses of the companies may suffer as a result of uncertainty surrounding the transaction; (9) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (10) the companies may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of Duke Energy and Cinergy are set forth in their respective filings with the Securities and Exchange Commission ("SEC"), which are available at www.duke-energy.com/investors and www.cinergy.com/investors, respectively.  Duke Energy and Cinergy undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact: Randy Wheeless
Phone: 704/382-8379
24-Hour Phone: 704/382-8333
e-mail: crwheele@duke-energy.com