EXHIBIT 24.2

                             DUKE ENERGY CORPORATION
                                   CERTIFICATE

         The undersigned officer of DUKE ENERGY CORPORATION, a North Carolina
corporation (the "Corporation"), does hereby certify that attached hereto is a
true and complete copy of a resolution adopted by the Board of Directors of the
Corporation with respect to the Registration Statement, which resolution is
presently in full force and effect.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the seal of the Corporation this 16th day of May, 2003.

                                                     /s/ Robert T. Lucas III
                                                     ---------------------------
                                                     Robert T. Lucas III
                                                     Assistant Secretary

(Corporate Seal)

         FURTHER RESOLVED, That each officer and director who may be required to
execute such Registration Statement or any amendment thereto (whether on behalf
of the Corporation or as an officer or director thereof or by attesting the seal
of the Corporation or otherwise) be and hereby is authorized to execute a power
of attorney appointing Richard B. Priory, Robert P. Brace, David L. Hauser,
Myron L. Caldwell and Robert T. Lucas III, and each of them, as true and lawful
attorneys and agents to execute in his name, place and stead (in any such
capacity) such Registration Statement and any and all amendments thereto and all
instruments necessary or advisable in connection therewith, to attest the seal
of the Corporation thereon and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the others and to have full power and authority to do and perform in the
name and on behalf of each of such officers and directors, or both, as the case
may be, every act whatsoever necessary or advisable to be done in the premises
as fully and to all intents and purposes as any such officer or director might
or could do in person;