Filed by Duke Energy Corporation
                                                      Commission File No. 1-4928
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        And Deemed Filed Pursuant to Rule 14a-12
                                       Under the Securities Exchange Act of 1934

                                            Subject Company:  Deer Holding Corp.
                                                   Commission File No. 132-02302

Cinergy Merger: Q&A for Duke Energy Employees

     Q. Why does this transaction make sense?

     A. The combination of Duke and Cinergy creates a stronger platform for
     our regulated and unregulated businesses by increasing the scale and
     scope of both. Our increased size will position us well to take advantage
     of further consolidation opportunities in both the utility and merchant
     energy business. The combined merchant power businesses gain fuel and
     geographic diversity. And, after this combination, Duke Energy's electric
     and gas businesses would both be large enough to stand alone -- giving us
     the flexibility to separate them in the future if we determine such a
     move would create more value.

     The transaction will add value to Duke Energy with higher earnings after
     the first full year of operation. The benefits will increase further in
     future years thanks to savings achieved through cost efficiencies,
     estimated to reach $400 million a year (before costs to achieve) by the
     third year. Over time, savings from the regulated businesses will be
     shared with customers.

     Q. What are the specific terms of the transaction?

     A. The merger will be accomplished by Duke acquiring all of the shares of
     Cinergy in exchange for shares of Duke. Cinergy shareholders will receive
     1.56 shares of Duke stock for every share of Cinergy stock. That amounts
     to a 13.4 percent premium based on the companies' closing stock prices as
     of May 6, 2005. The Duke board intends to raise the dividend at its June
     meeting to an annual rate of $1.24 -- a 12.7 percent increase --
     beginning with the September payment to Duke shareholders this year.

     Q. How will the company be organized?

     A. The company, to be called Duke Energy Corporation, will be a Public
     Utility Holding Company headquartered in Charlotte. Upon closing of the
     merger, Paul Anderson will be chairman and Jim Rogers will be president
     and CEO. All of the business units, except Duke Energy Gas Transmission
     and Duke Energy Field Services, will report directly to Rogers. Fred
     Fowler will become president and CEO of those two gas operations with
     dual reporting roles -- to Anderson for strategy and to Rogers for

     The Public Utility Holding Company Act (PUHCA) prohibits ownership of
     certain non-energy related businesses, so if that act is not repealed, we
     would likely be required to divest Crescent Resources, our affiliated
     real estate business. If that occurs, we expect the divestiture to be
     accomplished in an orderly process over three to five years to allow us
     to achieve maximum value. Given the possibility that PUHCA could be
     changed or repealed during that period, we have no firm conclusion about
     the disposition of Crescent.

     Even under current PUHCA requirements, we expect to be able to retain all
     of the other non-utility businesses, including our international

     Q. What are the implications of this merger on employees? On employee

     A. The earliest closing date we expect will be in the summer of 2006. As
     a result, for the next year, it will be business as usual at Duke Energy.
     In the meantime, it is important for employees to continue to focus on
     achieving their own work group and personal objectives. While some
     workforce reductions are anticipated in the long term as the two
     companies join forces, new career opportunities will also be created.
     During the transition period, the specific numbers and locations of
     workforce reductions will be determined. The total reduction is expected
     to be about 1,500, or 5 percent, to be spread over corporate shared
     services, utility back office and non-regulated merchant operations.

     In the near term we don't anticipate changes to the benefits plans at
     either predecessor company. As we go through the transition and
     integration process, we will determine how the benefits of the two
     companies will come together.

     Q. What are the implications of this merger on electric customers?

     A. Duke's and Cinergy's electric utilities are known for their commitment
     to superior customer service. They have excellent reliability records and
     electric rates below the national average. Over the long term, customers
     are expected to benefit from the efficiencies of a stronger, combined
     company and the sharing of best practices.

     Q. Where will the businesses be located?

     A. Following the merger, the combined company will be a registered
     holding company with corporate headquarters in Charlotte. Local
     headquarters of the operating utilities will remain unchanged by the
     merger: Cincinnati Gas & Electric Company and Union Light, Heat & Power
     will remain in Cincinnati; PSI Energy will remain in Plainfield, Indiana;
     and Duke Power will continue to be headquartered in Charlotte. DEGT and
     certain commercial operations will remain in Houston. DEFS will remain
     headquartered in Denver and Crescent Resources will continue to be
     located in Charlotte.

     Q. How does this deal improve DENA?

     A. The combined merchant operations of the two companies will be better
     positioned to pursue deregulated opportunities in the coming years. One
     of Duke's major objectives this year was to pursue a combination of
     DENA's assets with another merchant player. The transaction accomplishes
     this. The combined companies will immediately have more scale and fuel
     diversity, two of the important characteristics we sought to provide a
     more stable platform at DENA. Specifically, Duke's gas position in the
     Midwest complements Cinergy's coal position in that region. The
     combination will produce cost savings of about $95 million in the
     merchant business in the first year after the deal closes.

     Q. How do the values and cultures of the two companies compare?

     A. The values of the two companies are very similar. Both put strong
     focus on safety, customer service, environmental sustainability,
     diversity and inclusion and employee development. Both companies are
     committed to strong corporate stewardship in the communities where they
     do business. The companies have a history of good working relationships
     through their merchant energy businesses. Cinergy currently operates
     Duke's Vermillion Energy Facility in Indiana.

     Q. What approvals are required? When do we expect the transaction to

     A. The transaction must be approved by the shareholders of both
     companies, as well as the Federal Energy Regulatory Commission, the
     Securities and Exchange Commission, the Nuclear Regulatory Commission,
     the Department of Justice and state utility commissions in Ohio, North
     Carolina, South Carolina, Indiana and Kentucky. We expect the transaction
     to close in about 12 months.

     Q. What happens next?

     A. We will be working to obtain regulatory approvals while an internal
     integration team begins designing the combined structure of the
     companies. At this point, it's not advisable to contact employees at the
     other company unless you are part of the integration team. We will keep
     you updated on developments as they occur.

     (C) Duke Energy Corporation
     Cathy Roche,, May 9, 2005

                                     * * *

                          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 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 mergers and the
restructuring transactions 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 and Cinergy are set forth in their
respective filings with the Securities and Exchange Commission ("SEC"), which
are available at and,
respectively. Duke 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.

                  Additional Information and Where to Find It

         In connection with the proposed transaction, a registration statement
of Deer Holding Corp., which will include a joint proxy statement of Duke and
Cinergy, and other materials will be filed with the SEC. WE URGE INVESTORS TO
TRANSACTION. Investors will be able to obtain free copies of the registration
statement and proxy statement (when available) as well as other filed
documents containing information about Duke and Cinergy at,
the SEC's website. Free copies of Duke's SEC filings are also available on
Duke's website at, and free copies of Cinergy's
SEC filings are also available on Cinergy's website at

                       Participants in the Solicitation

Duke, Cinergy and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies
from Duke's or Cinergy's stockholders with respect to the proposed
transaction. Information regarding the officers and directors of Duke is
included in its definitive proxy statement for its 2005 Annual Meeting filed
with the SEC on March 31, 2005. Information regarding the officers and
directors of Cinergy is included in its definitive proxy statement for its
2005 Annual Meeting filed with the SEC on March 28, 2005. More detailed
information regarding the identity of potential participants, and their direct
or indirect interests, by securities, holdings or otherwise, will be set forth
in the registration statement and proxy statement and other materials to be
filed with the SEC in connection with the proposed transaction.