Nominees for election at the annual meeting are marked with an asterisk (*).

G. Alex Bernhardt, Sr.
Director since 1991
Chairman and CEO, Bernhardt Furniture Company, furniture manufacturer
Age 56

Mr. Bernhardt has been associated with Bernhardt Furniture Company of Lenoir, North Carolina, since 1965. He was named President and a director in 1976 and became Chairman and CEO in 1996. Mr. Bernhardt is a director of First Union Corporation. He is a Class II director with a term expiring in 2002.

Robert J. Brown *
Director since 1994
Chairman and CEO, B&C Associates, Inc., marketing research and public relations firm
Age 65

Mr. Brown founded B& C Associates, Inc., High Point, North Carolina, in 1960, served as its President from 1960 until 1968 and has been its Chairman and CEO since 1973. He is a director of First Union Corporation, Sonoco Products Company and AutoNation, Inc.

William A. Coley
Director since 1990
Group President, Duke Power, electric operations of Duke Energy
Age 56

Mr. Coley joined Duke Energy in 1966. He was named President of Duke Energy’s Associated Enterprises Group in 1994 and was appointed to his present position in June 1997. He is a director of CT Communications, Carolina Pad and Paper Company and SouthTrust Corporation. Mr. Coley is a Class II director with a term expiring in 2002.

William T. Esrey *
Director since 1985
Chairman and CEO, Sprint Corporation, a diversified telecommunications holding company
Age 60

Mr. Esrey has served as Chairman of Sprint Corporation since 1990 and as its CEO since 1985. He was President of Sprint Corporation from 1985 to 1996. Mr. Esrey is a director of Sprint Corporation, General Mills, Inc., Exxon Mobil Corporation and EarthLink Network, Inc. and had been a director of PanEnergy Corp since 1985.

Ann Maynard Gray
Director since 1994
Former Vice President, ABC, Inc. and Former President, Diversified Publishing Group of ABC, Inc., television, radio and publishing
Age 54

Ms. Gray was President, Diversified Publishing Group of ABC, Inc. from 1991 until 1997, and was a Corporate Vice President of ABC, Inc. and its predecessors from 1979 to 1998. She had been a director of PanEnergy Corp since 1994. Ms. Gray is a Class I director with a term expiring in 2001.

Dennis R. Hendrix
Director since 1990
Retired Chairman of the Board, PanEnergy Corp
Age 60

Mr. Hendrix was Chairman of the Board of PanEnergy Corp from 1990 to 1997; CEO from 1990 to 1995; and President from 1990 to 1993. He served as a director of Texas Eastern Transmission Corporation from 1990 to 1997 and as President and CEO from 1990 to 1994. Mr. Hendrix is a director of Allied Waste Industries, Inc., National Power, PLC and Newfield Exploration Company. He is a Class I director with a term expiring in 2001.

Harold S. Hook
Director since 1978
Consultant, Retired Chairman and CEO, American General Corporation, diversified financial services
Age 68

Mr. Hook retired from American General Corporation in 1997 after more than 18 years as Chairman and CEO. He serves as a director of Chase Manhattan Corporation, The Chase Manhattan Bank and Sprint Corporation and had been a director of PanEnergy Corp since 1978. Mr. Hook is a Class I director with a term expiring in 2001.

George Dean Johnson, Jr. *
Director since 1986
President and CEO, Extended Stay America, development, ownership and management of extended-stay lodging facilities
Age 57

Mr. Johnson served as President of the Domestic Consumer Division of Blockbuster Entertainment Corporation from 1993 until 1995. He was a co-founder of Extended Stay America and has served as its President and CEO since 1995. Mr. Johnson is a director of Extended Stay America, Boca Resorts, Inc., and AutoNation, Inc.

Max Lennon
Director since 1988
President, Mars Hill College, Mars Hill, NC
Age 59

Dr. Lennon assumed his present position in 1996, after serving as President of Eastern Foods, Inc. from 1994 through 1995. He was previously involved in higher education from 1966 to 1994, his last tenure being at Clemson University where he served as President for eight years. Dr. Lennon is a director of Delta Woodside Industries, Inc. He is a Class II director with a term expiring in 2002.

Leo E. Linbeck, Jr.
Director since 1986
Chairman, President and CEO, Linbeck Corporation, holding company of four construction-related firms
Age 65

Mr. Linbeck assumed his present position in 1990 after serving as Chairman, President and CEO of Linbeck Construction Corporation from 1975 to 1990. He served as a director of PanEnergy Corp from 1986. Mr. Linbeck is a Class II director with a term expiring in 2002.

James G. Martin, Ph. D. *
Director since 1994
Vice President, Research, Carolinas HealthCare System
Age 64

Dr. Martin was named to his present position in 1995. He served as Governor of the State of North Carolina from 1985 to 1993 and was a member of the United States House of Representatives, representing the Ninth District of North Carolina, from 1973 to 1984. Dr. Martin is a director of Palomar Medical Technologies, Inc., Applied Analytical Industries, Inc. and Family Dollar Stores, Inc.

Richard B. Priory *
Director since 1990
Chairman of the Board, President and CEO, Duke Energy Corporation
Age 53

Mr. Priory became Chairman of the Board and CEO in June 1997 upon the merger of Duke Energy and PanEnergy Corp, and became President in November 1998. He had served as President and Chief Operating Officer of Duke Energy from 1994 until June 1997. He is a director of Dana Corporation and US Airways Group, Inc. and serves on the boards of the Edison Electric Institute and the Institute of Nuclear Power Operations. Mr. Priory is also a member of the National Academy of Engineering.

Russell M. Robinson, II
Director since 1995
Attorney, Robinson, Bradshaw & Hinson, P.A.
Age 68

Mr. Robinson has been engaged in the practice of law since 1956, and is the author of Robinson on North Carolina Corporation Law. He is a director of Caraustar Industries, Inc. and Cadmus Communications Corporation and is a trustee of The Duke Endowment. He also serves as a member of the American Law Institute and a Fellow of the American Bar Foundation. Mr. Robinson is a Class I director with a term expiring in 2001.

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