Cinergy and Duke Energy File Agreement to Resolve Merger Review in Kentucky

The agreement, which was reached with interested parties to theproceeding, including the Attorney General of Kentucky and the KrogerCompany, has yet to be considered by the PSC. Key elements of theagreement include:

-- $7.6 million merger savings rate credit. Cinergy/ULH&P will credit to its gas and electric customers in Northern Kentucky a total of $7.6 million over a five-year period following the closing of the merger. Electric customers will receive a credit of $1.3 million and gas customers $183,000 in each of the five years.

-- Profit-sharing for off-system power sales. Cinergy/ULH&P will share profits from off-system sales; in 2006, the first $1.45 million of sales profits will be guaranteed to Cinergy/ULH&P customers.

-- Merger consistent with public interest. The agreement stipulates that the merger is consistent with the public interest, and the parties encourage the Commission to approve the planned combination. The parties also agree, and request the Commission to find, that the new Duke Energy is fit to own and operate ULH&P.

"This agreement demonstrates that the merger of Duke and Cinergywill have value for all of our stakeholders, including our customersin Northern Kentucky," said Greg Ficke, president of The Union Light,Heat and Power Co., Cinergy's Kentucky operating company. "The partiesworked together constructively to complete this agreement for theCommission to consider."

Also as part of the agreement, Cinergy/ULH&P provided a list ofmerger commitments designed to protect its customers from adverseimpacts in retail customer service, customer satisfaction andreliability in achieving merger savings.

As noted in previous filings with the PSC, retail rates will notbe impacted by the costs associated with the new Duke Energy acquiringCinergy stock or any premium paid in the acquisition.

ULH&P serves approximately 145,000 customers in six NorthernKentucky counties and is an affiliate of Cinergy Corp. (NYSE:CIN),which has a balanced, integrated portfolio consisting of two corebusinesses: regulated operations and commercial businesses. Cinergy'sregulated public utilities in Ohio, Indiana, and Kentucky serve 1.5million electric customers and about 500,000 gas customers. Inaddition, its Indiana regulated company owns 7,000 megawatts ofgeneration. Cinergy's competitive commercial businesses have 6,300megawatts of generating capacity with a profitable balance of stableexisting customer portfolios, new customer origination, marketing andtrading, and industrial-site cogeneration. Cinergy's integratedbusinesses make it a Midwest leader in providing both low-costgeneration and reliable electric and gas service.

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

Forward-Looking Statements

This document includes statements that do not directly orexclusively relate to historical facts. Such statements are"forward-looking statements" within the meaning of Section 27A of theSecurities Act of 1933 and Section 21E of the Securities Exchange Actof 1934. These forward-looking statements include statements regardingbenefits of the proposed mergers and restructuring transactions,integration plans and expected synergies, anticipated future financialoperating performance and results, including estimates of growth.These statements are based on the current expectations of managementof Duke Energy and Cinergy. There are a number of risks anduncertainties that could cause actual results to differ materiallyfrom the forward-looking statements included in this document. Forexample, (1) the companies may be unable to obtain shareholderapprovals required for the transaction; (2) the companies may beunable to obtain regulatory approvals required for the transaction, orrequired regulatory approvals may delay the transaction or result inthe imposition of conditions that could have a material adverse effecton the combined company or cause the companies to abandon thetransaction; (3) conditions to the closing of the transaction may notbe satisfied; (4) problems may arise in successfully integrating thebusinesses of the companies, which may result in the combined companynot operating as effectively and efficiently as expected; (5) thecombined company may be unable to achieve cost-cutting synergies or itmay take longer than expected to achieve those synergies; (6) thetransaction may involve unexpected costs or unexpected liabilities, orthe effects of purchase accounting may be different from thecompanies' expectations; (7) the credit ratings of the combinedcompany or its subsidiaries may be different from what the companiesexpect; (8) the businesses of the companies may suffer as a result ofuncertainty surrounding the transaction; (9) the industry may besubject to future regulatory or legislative actions that couldadversely affect the companies; and (10) the companies may beadversely affected by other economic, business and/or competitivefactors. Additional factors that may affect the future results of DukeEnergy and Cinergy are set forth in their respective filings with theSecurities and Exchange Commission ("SEC"), which are available atwww.duke-energy.com/investors and www.cinergy.com/investors,respectively. Duke Energy and Cinergy undertake no obligation topublicly update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the proposed transaction, a registrationstatement of Duke Energy Holding Corp. (Registration No. 333-126318),which includes a preliminary prospectus and a preliminary joint proxystatement of Duke Energy and Cinergy, and other materials have beenfiled with the SEC and are publicly available. WE URGE INVESTORS TOREAD THE DEFINITIVE JOINT PROXY STATEMENT-PROSPECTUS WHEN IT BECOMESAVAILABLE AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAINIMPORTANT INFORMATION ABOUT DUKE ENERGY, CINERGY, DUKE ENERGY HOLDINGCORP. AND THE PROPOSED TRANSACTION. Investors will be able to obtainfree copies of the joint proxy statement-prospectus as well as otherfiled documents containing information about Duke Energy and Cinergyat http://www.sec.gov, the SEC's Web site. Free copies of DukeEnergy's SEC filings are also available on Duke Energy's Web site athttp://www.duke-energy.com/investors/, and free copies of Cinergy'sSEC filings are also available on Cinergy's Web site athttp://www.cinergy.com.

Participants in the Solicitation

Duke Energy, Cinergy and their respective executive officers anddirectors may be deemed, under SEC rules, to be participants in thesolicitation of proxies from Duke Energy's or Cinergy's stockholderswith respect to the proposed transaction. Information regarding theofficers and directors of Duke Energy is included in its definitiveproxy statement for its 2005 annual meeting filed with the SEC onMarch 31, 2005. Information regarding the officers and directors ofCinergy is included in its definitive proxy statement for its 2005annual meeting filed with the SEC on March 28, 2005. More detailedinformation regarding the identity of potential participants, andtheir direct or indirect interests, by securities, holdings orotherwise, will be set forth in the registration statement and proxystatement and other materials to be filed with the SEC in connectionwith the proposed transaction.