Supplemental Indenture – Duke Energy Corp.

DUKE ENERGY CORPORATION

THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.

Trustee

Sixth Supplemental Indenture

Dated as of November 17, 2011

$500,000,000 2.15% SENIOR NOTES DUE 2016

TABLE OF CONTENTS(1)

		Page

ARTICLE I

2.15% SENIOR NOTES DUE 2016

Section 1.01	Establishment	1
Section 1.02	Definitions	2
Section 1.03	Payment of Principal and Interest	2
Section 1.04	Denominations	3
Section 1.05	Global Securities	3
Section 1.06	Redemption	4
Section 1.07	Paying Agent	5

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.01	Recitals by the Corporation	5
Section 2.02	Ratification and Incorporation of Original Indenture	5
Section 2.03	Executed in Counterparts	5

Exhibit A FORM OF 2.15% SENIOR NOTE DUE 2016

Exhibit B CERTIFICATE OF AUTHENTICATION

(1) This Table of Contents does not constitute part of the Indenture or have
any bearing upon the interpretation of any of its terms and provisions.

THIS SIXTH SUPPLEMENTAL INDENTURE is made as of the 17th day of November
2011, by and between DUKE ENERGY CORPORATION, a Delaware corporation, having its
principal office at 550 S. Tryon Street, Charlotte, North Carolina 28202 (the
“Corporation”), and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A.), a national banking
association, as Trustee (herein called the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Corporation has heretofore entered into an Indenture, dated as
of June 3, 2008 (the “Original Indenture”), with The Bank of New York Mellon
Trust Company, N.A., as Trustee;

WHEREAS, the Original Indenture is incorporated herein by this reference and
the Original Indenture, as it may be amended and supplemented to the date
hereof, including by this Sixth Supplemental Indenture, is herein called the
“Indenture”;

WHEREAS, under the Indenture, a new series of Securities may at any time be
established in accordance with the provisions of the Indenture and the terms of
such series may be described by a supplemental indenture executed by the
Corporation and the Trustee;

WHEREAS, the Corporation hereby proposes to create under the Indenture an
additional series of Securities;

WHEREAS, additional Securities of other series hereafter established, except
as may be limited in the Indenture as at the time supplemented and modified, may
be issued from time to time pursuant to the Indenture as at the time
supplemented and modified; and

WHEREAS, all conditions necessary to authorize the execution and delivery of
this Sixth Supplemental Indenture and to make it a valid and binding obligation
of the Corporation have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

2.15% SENIOR NOTES DUE 2016

Section 1.01 Establishment. There is hereby established a new series
of Securities to be issued under the Indenture, to be designated as the
Corporation153s 2.15% Senior Notes due 2016 (the “Notes”).

There are to be authenticated and delivered $500,000,000 principal amount of
the Notes, and no further Notes shall be authenticated and delivered except as
provided by Section 304, 305, 306, 906 or 1106 of the Original Indenture and the
last paragraph of Section 301 thereof. The Notes shall be issued in fully
registered form without coupons.

The Notes shall be in substantially the form set out in Exhibit A hereto, and
the form of the Trustee153s Certificate of Authentication for the Notes shall be
in substantially the form set forth in Exhibit B hereto.

Each Note shall be dated the date of authentication thereof and shall bear
interest from the date of original issuance thereof or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.

Section 1.02 Definitions. The following defined terms used in this
Article I shall, unless the context otherwise requires, have the meanings
specified below for purposes of the Notes. Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the
Original Indenture.

“Business Day” means any day other than a Saturday or Sunday that is neither
a Legal Holiday nor a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close, or a
day on which the Corporate Trust Office is closed for business.

“Interest Payment Date” means each May 15 and November 15 of each year,
commencing May 15, 2012.

“Legal Holiday” means any day that is a legal holiday in New York, New York.

“Original Issue Date” means November 17, 2011.

“Regular Record Date” means, with respect to each Interest Payment Date, the
close of business on the 15th calendar day prior to such Interest Payment Date
(whether or not a Business Day).

“Stated Maturity” means November 15, 2016.

Section 1.03 Payment of Principal and Interest. The principal of the
Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid
principal amount of the Notes shall bear interest at the rate of 2.15% per annum
until paid or duly provided for, such interest to accrue from November 17, 2011
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for. Interest shall be paid semi-annually in arrears on each
Interest Payment Date to the Person or Persons in whose name the Notes are
registered on the Regular Record Date for such Interest Payment Date;
provided that interest payable at the Stated Maturity or on a
Redemption Date as provided herein shall be paid to the Person to whom principal
is payable. Any such interest that is not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holders on such Regular Record
Date and may either be paid to the Person or Persons in whose name the Notes are
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee (“Special Record Date”),
notice whereof shall be given to Holders of the Notes not less than ten (10)
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on which the Notes may be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Original
Indenture.

Payments of interest on the Notes shall include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for the Notes
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on the Notes is
not a Business Day, then payment of the interest payable on such date shall be
made on the next succeeding day that is a Business Day (and without any interest
or payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable.

Payment of principal of, premium, if any, and interest on the Notes shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. Payments of
principal of, premium, if any, and interest on Notes represented by a Global
Security shall be made by wire transfer of immediately available funds to the
Holder of such Global Security, provided that, in the case of payments of
principal and premium, if any, such Global Security is first surrendered to the
Paying Agent. If any of the Notes are no longer represented by a Global
Security, (i) payments of principal, premium, if any, and interest due at the
Stated Maturity or earlier redemption of such Notes shall be made at the office
of the Paying Agent upon surrender of such Notes to the Paying Agent and (ii)
payments of interest shall be made, at the option of the Corporation, subject to
such surrender where applicable, (A) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
(B) by wire transfer at such place and to such account at a banking institution
in the United States as may be designated in writing to the Trustee at least
sixteen (16) days prior to the date for payment by the Person entitled thereto.

Section 1.04 Denominations. The Notes shall be issued in denominations
of $2,000 or any integral multiple of $1,000 in excess thereof.

Section 1.05 Global Securities. The Notes shall initially be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which initially shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, Notes
represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, Notes in definitive
form. The Global Securities described in this Article I may not be transferred
except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a
successor Depositary or its nominee.

A Global Security shall be exchangeable for Notes registered in the names of
persons other than the Depositary or its nominee only if (i) the Depositary
notifies the Corporation that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Corporation within 90 days of receipt by the Corporation of
such notification, or if at any time the Depositary ceases to be a clearing
agency registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Corporation within 90 days after it
becomes aware of such cessation, (ii) an Event of Default has occurred and is
continuing with respect to the Notes and beneficial owners of a majority in
aggregate principal amount of the Notes represented by Global Securities advise
the Depositary to cease acting as Depositary, or (iii) the Corporation in its
sole discretion, and subject to the procedures of the Depositary, determines
that such Global Security shall be so exchangeable.

Any Global Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Notes registered in such names as the Depositary shall
direct.

Section 1.06 Redemption. The Notes shall be redeemable, in whole or in
part at any time and from time to time, at the option of the Corporation, on any
date (a “Redemption Date”), at a redemption price equal to the greater of (i)
100% of the principal amount of the Notes being redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to
such Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in
either case, accrued and unpaid interest on the principal amount being redeemed
to such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity or interpolated
maturity (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having an actual or interpolated maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.

“Quotation Agent” means a Reference Treasury Dealer appointed by the
Corporation.

“Comparable Treasury Price” means, with respect to any Redemption Date, (1)
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (2) if fewer than four such Reference Treasury Dealer Quotations
are obtained, the average of all such Reference Treasury Dealer Quotations.

“Reference Treasury Dealer” means each of BNP Paribas Securities Corp.,
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, plus two
other financial institutions appointed by the Corporation at the time of any
redemption or their respective affiliates which are primary U.S. Government
securities dealers in the United States (a “Primary Treasury Dealer”), and their
respective successors; provided, however, that if any of the foregoing
or their affiliates or successors shall cease to be a Primary Treasury Dealer,
the Corporation will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

The Corporation shall notify the Trustee of the redemption price with respect
to any redemption promptly after the calculation thereof. The Trustee shall not
be responsible for calculating said redemption price.

If less than all of the Notes are to be redeemed, the Trustee shall select
the Notes or portions of Notes to be redeemed by such method as the Trustee
shall deem fair and appropriate. The Trustee may select for redemption Notes and
portions of Notes in amounts of $2,000 or any integral multiple of $1,000 in
excess thereof.

The Notes shall not have a sinking fund.

Section 1.07 Paying Agent. The Trustee shall initially serve as Paying
Agent with respect to the Notes, with the Place of Payment initially being the
Corporate Trust Office.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.01 Recitals by the Corporation. The recitals in this Sixth
Supplemental Indenture are made by the Corporation only and not by the Trustee,
and all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Notes and of this Sixth Supplemental Indenture as
fully and with like effect as if set forth herein in full.

Section 2.02 Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Sixth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

Section 2.03 Executed in Counterparts. This Sixth Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts shall together constitute but one and
the same instrument.

IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed
in its name and behalf by its duly authorized officer, all as of the day and
year first above written.

	Duke Energy Corporation,


	By:
		Name: M. Allen Carrick
		Title: Assistant Treasurer

	The Bank of New York Mellon Trust Company, N.A., as Trustee


	By:
		Name:
		Title:

EXHIBIT A

FORM OF

2.15% SENIOR NOTE DUE 2016

No.		CUSIP No. 26441C AG0

DUKE ENERGY CORPORATION

2.15% SENIOR NOTE DUE 2016

Principal Amount:	$

Regular Record Date:	Close of business on the 15th calendar day prior to the relevant Interest Payment Date (whether or not a Business Day)

Original Issue Date:	November 17, 2011

Stated Maturity:	November 15, 2016

Interest Payment Dates:	Semi-annually on May 15 and November 15 of each year, commencing May 15, 2012.

Interest Rate:	2.15% per annum

Authorized Denomination:	$2,000 or any integral multiple of $1,000 in excess thereof

Duke Energy Corporation, a Delaware corporation (the “Corporation”, which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to , or registered
assigns, the principal sum of DOLLARS ($ ) on the Stated Maturity shown above
and to pay interest thereon from the Original Issue Date shown above, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on each Interest Payment Date as
specified above, commencing on May 15, 2012 and on the Stated Maturity at the
rate per annum shown above until the principal hereof is paid or made available
for payment and at such rate on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date (other than an Interest Payment Date
that is the Stated Maturity or a Redemption Date) will, as provided in the
Indenture, be paid to the Person in whose name this 2.15% Senior Note due 2016
(this “Security”) is registered on the Regular Record Date as specified above
next preceding such Interest Payment Date; provided that any interest
payable at Stated Maturity or on a Redemption Date will be paid to the Person to
whom principal is payable. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange, if any, on which the Securities shall be listed, and
upon such notice as may be required by any such exchange, all as more fully
provided in the Indenture.

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Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of twelve
30-day months and will accrue from November 17, 2011 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for. In
the event that any date on which interest is payable on this Security is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
payment in respect of any such delay) with the same force and effect as if made
on the date the payment was originally payable. “Business Day” means a day other
than a Saturday or a Sunday that is neither a Legal Holiday nor a day on which
banking institutions in New York, New York are authorized or required by law,
regulation or executive order to close, or a day on which the Corporate Trust
Office is closed for business. “Legal Holiday” means any day that is a legal
holiday in New York, New York.

Payment of principal of, premium, if any, and interest on the Securities of
this series shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of principal of, premium, if any, and interest on the
Securities of this series represented by a Global Security shall be made by wire
transfer of immediately available funds to the Holder of such Global Security,
provided that, in the case of payments of principal and premium, if any, such
Global Security is first surrendered to the Paying Agent. If any of the
Securities of this series are no longer represented by a Global Security, (i)
payments of principal, premium, if any, and interest due at the Stated Maturity
or earlier redemption of such Securities shall be made at the office of the
Paying Agent upon surrender of such Securities to the Paying Agent, and (ii)
payments of interest shall be made, at the option of the Corporation, subject to
such surrender where applicable, (A) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
(B) by wire transfer at such place and to such account at a banking institution
in the United States as may be designated in writing to the Trustee at least
sixteen (16) days prior to the date for payment by the Person entitled thereto.

The Securities of this series shall be redeemable, in whole or in part at any
time and from time to time, at the option of the Corporation, on any date (a
“Redemption Date”), at a redemption price equal to the greater of (i) 100% of
the principal amount of the Securities of this series being redeemed and (ii)
the sum of the present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to such Redemption Date)
discounted to such Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis
points, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date for the Securities
of this series, the rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated maturity (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.

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“Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having an actual or interpolated maturity
comparable to the remaining term of the Securities of this series to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Securities of this series.

“Quotation Agent” means a Reference Treasury Dealer appointed by the
Corporation.

“Comparable Treasury Price” means, with respect to any Redemption Date for
the Securities of this series, (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (2) if fewer than four such Reference
Treasury Dealer Quotations are obtained, the average of all such Reference
Treasury Dealer Quotations.

“Reference Treasury Dealer” means each of BNP Paribas Securities Corp.,
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, plus two
other financial institutions appointed by the Corporation at the time of any
redemption or their respective affiliates which are primary U.S. Government
securities dealers in the United States (a “Primary Treasury Dealer”), and their
respective successors; provided, however, that if any of the foregoing or their
affiliates or successors ceases to be a Primary Treasury Dealer, the Corporation
will substitute therefor another Primary Treasury Dealer.

Notice of any redemption by the Corporation will be mailed at least 30 days
but not more than 60 days before any Redemption Date to each Holder of
Securities of this series to be redeemed. If Notice of a redemption is provided
and funds are deposited as required, interest will cease to accrue on and after
the Redemption Date on the Securities of this series or portions of Securities
of this series called for redemption. In the event that any Redemption Date is
not a Business Day, the Corporation will pay the redemption price on the next
Business Day without any interest or other payment in respect of any such delay.
If less than all the Securities of this series are to be redeemed at the option
of the Corporation, the Trustee shall select, in such manner as it shall deem
fair and appropriate, the Securities of this series to be redeemed in whole or
in part. The Trustee may select for redemption Securities of this series and
portions of the Securities of this series in amounts of $2,000 or any integral
multiple of $1,000 in excess thereof.

In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the surrender hereof.

The Securities of this series shall not have a sinking fund.

A-3

The Securities of this series shall constitute the direct unsecured and
unsubordinated debt obligations of the Corporation and shall rank equally in
priority with the Corporation153s existing and future unsecured and unsubordinated
indebtedness.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed.

	Duke Energy Corporation


	By:
		Name:
		Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

Dated:	The Bank of New York Mellon Trust Company, N.A., as Trustee


	By:
		Authorized Signatory

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(Reverse Side of Security)

This 2.15% Senior Note due 2016 is one of a duly authorized issue of
Securities of the Corporation (the “Securities”), issued and issuable in one or
more series under an Indenture, dated as of June 3, 2008, as supplemented (the
“Indenture”), between the Corporation and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as
Trustee (the “Trustee,” which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Corporation, the Trustee and the Holders
of the Securities issued thereunder and of the terms upon which said Securities
are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof as 2.15% Senior Notes due 2016 initially in
the aggregate principal amount of $500,000,000. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in
the Indenture.

If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby (voting as one class).
The Indenture contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities of all series with
respect to which a default under the Indenture shall have occurred and be
continuing (voting as one class), on behalf of the Holders of the Securities of
all such series, to waive, with certain exceptions, such default under the
Indenture and its consequences. The Indenture also permits the Holders of not
less than a majority in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Corporation with certain provisions of the Indenture
affecting such series. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Corporation for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Corporation and the
Security Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and of like tenor and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such

A-5

registration of transfer or exchange, but the Corporation may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

Prior to due presentment of this Security for registration of transfer, the
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.

The Securities of this series are issuable only in registered form without
coupons in denominations of $2,000 or any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to the limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same upon surrender of the Security or
Securities to be exchanged at the office or agency of the Corporation.

This Security shall be governed by, and construed in accordance with, the
laws of the State of New York.

A-6

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM:as tenants in common	UNIF GIFT MIN ACT –			Custodian
		(Cust)			(Minor)

TEN ENT:as tenants by the entireties

JT TEN:as joint tenants with rights of	Under Uniform Gifts to
survivorship and not as tenants in common	Minors Act
			(State)

Additional abbreviations may also be used though not on the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

the within Security and all rights thereunder, hereby irrevocably
constituting and appointing agent to transfer said Security on the books of the
Corporation, with full power of substitution in the premises.

Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.

			Signature Guarantee:

A-7

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

A-8

EXHIBIT B

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

Dated:	The Bank of New York Mellon Trust Company, N.A., as Trustee


	By:
		Authorized Signatory

B-1

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