CERTIFICATE OF FORMATION
OF
DUKE ENERGY MADISON, LLC
FIRST: THE NAME OF THE LIMITED LIABILITY COMPANY IS DUKE ENERGY MADISON,
LLC.
SECOND: THE ADDRESS OF ITS REGISTERED OFFICE IN THE STATE OF DELAWARE IS
CORPORATION TRUST CENTER, 1209 ORANGE STREET IN THE CITY OF WILMINGTON, COUNTY
OF NEW CASTLE. THE NAME OF ITS REGISTERED AGENT AT SUCH ADDRESS IS THE
CORPORATION TRUST COMPANY.
IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED THIS CERTIFICATE OF
FORMATION OF DUKE ENERGY MADISON, LLC THIS THE 2ND DAY OF DECEMBER, 1998.
/S/ROBERT T. LUCAS
------------------
Robert T. Lucas,
Authorized Person
58719
