{"id":41342,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-indenture-duke-energy-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-indenture-duke-energy-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/supplemental-indenture-duke-energy-corp.html","title":{"rendered":"Supplemental Indenture – Duke Energy Corp."},"content":{"rendered":"

DUKE ENERGY CORPORATION<\/strong><\/p>\n

TO<\/strong><\/p>\n

THE BANK OF NEW YORK MELLON TRUST COMPANY,
\nN.A.<\/strong><\/p>\n

Trustee<\/strong><\/p>\n

\n

Sixth Supplemental Indenture<\/strong><\/p>\n

Dated as of November 17, 2011<\/strong><\/p>\n

\n

$500,000,000 2.15% SENIOR NOTES DUE 2016<\/strong><\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS(1)<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE I<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.15% SENIOR NOTES DUE 2016<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Section 1.01<\/p>\n<\/td>\n

\n

Establishment<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.02<\/p>\n<\/td>\n

\n

Definitions<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.03<\/p>\n<\/td>\n

\n

Payment of Principal and Interest<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.04<\/p>\n<\/td>\n

\n

Denominations<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.05<\/p>\n<\/td>\n

\n

Global Securities<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.06<\/p>\n<\/td>\n

\n

Redemption<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.07<\/p>\n<\/td>\n

\n

Paying Agent<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE II<\/strong><\/p>\n

MISCELLANEOUS PROVISIONS<\/strong><\/p>\n\n\n\n\n\n
\n

Section 2.01<\/p>\n<\/td>\n

\n

Recitals by the Corporation<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.02<\/p>\n<\/td>\n

\n

Ratification and Incorporation of Original Indenture<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.03<\/p>\n<\/td>\n

\n

Executed in Counterparts<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Exhibit A FORM OF 2.15% SENIOR NOTE DUE 2016<\/p>\n

Exhibit B CERTIFICATE OF AUTHENTICATION<\/p>\n

\n

(1) This Table of Contents does not constitute part of the Indenture or have
\nany bearing upon the interpretation of any of its terms and provisions.<\/p>\n

i<\/p>\n

\n

<\/p>\n

THIS SIXTH SUPPLEMENTAL INDENTURE is made as of the 17th day of November
\n2011, by and between DUKE ENERGY CORPORATION, a Delaware corporation, having its
\nprincipal office at 550 S. Tryon Street, Charlotte, North Carolina 28202 (the
\n“Corporation”), and The Bank of New York Mellon Trust Company, N.A. (formerly
\nknown as The Bank of New York Trust Company, N.A.), a national banking
\nassociation, as Trustee (herein called the “Trustee”).<\/p>\n

W I T N E S S E T H:<\/p>\n

WHEREAS, the Corporation has heretofore entered into an Indenture, dated as
\nof June 3, 2008 (the “Original Indenture”), with The Bank of New York Mellon
\nTrust Company, N.A., as Trustee;<\/p>\n

WHEREAS, the Original Indenture is incorporated herein by this reference and
\nthe Original Indenture, as it may be amended and supplemented to the date
\nhereof, including by this Sixth Supplemental Indenture, is herein called the
\n“Indenture”;<\/p>\n

WHEREAS, under the Indenture, a new series of Securities may at any time be
\nestablished in accordance with the provisions of the Indenture and the terms of
\nsuch series may be described by a supplemental indenture executed by the
\nCorporation and the Trustee;<\/p>\n

WHEREAS, the Corporation hereby proposes to create under the Indenture an
\nadditional series of Securities;<\/p>\n

WHEREAS, additional Securities of other series hereafter established, except
\nas may be limited in the Indenture as at the time supplemented and modified, may
\nbe issued from time to time pursuant to the Indenture as at the time
\nsupplemented and modified; and<\/p>\n

WHEREAS, all conditions necessary to authorize the execution and delivery of
\nthis Sixth Supplemental Indenture and to make it a valid and binding obligation
\nof the Corporation have been done or performed.<\/p>\n

NOW, THEREFORE, in consideration of the agreements and obligations set forth
\nherein and for other good and valuable consideration, the sufficiency of which
\nis hereby acknowledged, the parties hereto hereby agree as follows:<\/p>\n

ARTICLE I<\/strong><\/p>\n

2.15% SENIOR NOTES DUE 2016<\/strong><\/p>\n

Section 1.01 Establishment<\/u>. There is hereby established a new series
\nof Securities to be issued under the Indenture, to be designated as the
\nCorporation153s 2.15% Senior Notes due 2016 (the “Notes”).<\/p>\n

There are to be authenticated and delivered $500,000,000 principal amount of
\nthe Notes, and no further Notes shall be authenticated and delivered except as
\nprovided by Section 304, 305, 306, 906 or 1106 of the Original Indenture and the
\nlast paragraph of Section 301 thereof. The Notes shall be issued in fully
\nregistered form without coupons.<\/p>\n

1<\/p>\n

\n

<\/p>\n

The Notes shall be in substantially the form set out in Exhibit A hereto, and
\nthe form of the Trustee153s Certificate of Authentication for the Notes shall be
\nin substantially the form set forth in Exhibit B hereto.<\/p>\n

Each Note shall be dated the date of authentication thereof and shall bear
\ninterest from the date of original issuance thereof or from the most recent
\nInterest Payment Date to which interest has been paid or duly provided for.<\/p>\n

Section 1.02 Definitions<\/u>. The following defined terms used in this
\nArticle I shall, unless the context otherwise requires, have the meanings
\nspecified below for purposes of the Notes. Capitalized terms used herein for
\nwhich no definition is provided herein shall have the meanings set forth in the
\nOriginal Indenture.<\/p>\n

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

“Interest Payment Date” means each May 15 and November 15 of each year,
\ncommencing May 15, 2012.<\/p>\n

“Legal Holiday” means any day that is a legal holiday in New York, New York.\n<\/p>\n

“Original Issue Date” means November 17, 2011.<\/p>\n

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

“Stated Maturity” means November 15, 2016.<\/p>\n

Section 1.03 Payment of Principal and Interest<\/u>. The principal of the
\nNotes shall be due at Stated Maturity (unless earlier redeemed). The unpaid
\nprincipal amount of the Notes shall bear interest at the rate of 2.15% per annum
\nuntil paid or duly provided for, such interest to accrue from November 17, 2011
\nor from the most recent Interest Payment Date to which interest has been paid or
\nduly provided for. Interest shall be paid semi-annually in arrears on each
\nInterest Payment Date to the Person or Persons in whose name the Notes are
\nregistered on the Regular Record Date for such Interest Payment Date;
\nprovided<\/em> that interest payable at the Stated Maturity or on a
\nRedemption Date as provided herein shall be paid to the Person to whom principal
\nis payable. Any such interest that is not so punctually paid or duly provided
\nfor shall forthwith cease to be payable to the Holders on such Regular Record
\nDate and may either be paid to the Person or Persons in whose name the Notes are
\nregistered at the close of business on a Special Record Date for the payment of
\nsuch defaulted interest to be fixed by the Trustee (“Special Record Date”),
\nnotice whereof shall be given to Holders of the Notes not less than ten (10)
\ndays prior to such Special Record Date, or be paid at any time in any other
\nlawful manner not inconsistent with the requirements of any securities exchange,
\nif any, on which the Notes may be listed, and upon such notice as may be
\nrequired by any such exchange, all as more fully provided in the Original
\nIndenture.<\/p>\n

2<\/p>\n

\n

<\/p>\n

Payments of interest on the Notes shall include interest accrued to but
\nexcluding the respective Interest Payment Dates. Interest payments for the Notes
\nshall be computed and paid on the basis of a 360-day year of twelve 30-day
\nmonths. In the event that any date on which interest is payable on the Notes is
\nnot a Business Day, then payment of the interest payable on such date shall be
\nmade on the next succeeding day that is a Business Day (and without any interest
\nor payment in respect of any such delay) with the same force and effect as if
\nmade on the date the payment was originally payable.<\/p>\n

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

Section 1.04 Denominations<\/u>. The Notes shall be issued in denominations
\nof $2,000 or any integral multiple of $1,000 in excess thereof.<\/p>\n

Section 1.05 Global Securities<\/u>. The Notes shall initially be issued in
\nthe form of one or more Global Securities registered in the name of the
\nDepositary (which initially shall be The Depository Trust Company) or its
\nnominee. Except under the limited circumstances described below, Notes
\nrepresented by such Global Security or Global Securities shall not be
\nexchangeable for, and shall not otherwise be issuable as, Notes in definitive
\nform. The Global Securities described in this Article I may not be transferred
\nexcept by the Depositary to a nominee of the Depositary or by a nominee of the
\nDepositary to the Depositary or another nominee of the Depositary or to a
\nsuccessor Depositary or its nominee.<\/p>\n

A Global Security shall be exchangeable for Notes registered in the names of
\npersons other than the Depositary or its nominee only if (i) the Depositary
\nnotifies the Corporation that it is unwilling or unable to continue as a
\nDepositary for such Global Security and no successor Depositary shall have been
\nappointed by the Corporation within 90 days of receipt by the Corporation of
\nsuch notification, or if at any time the Depositary ceases to be a clearing
\nagency registered under the Exchange Act at a time when the Depositary is
\nrequired to be so registered to act as such Depositary and no successor
\nDepositary shall have been appointed by the Corporation within 90 days after it
\nbecomes aware of such cessation, (ii) an Event of Default has occurred and is
\ncontinuing with respect to the Notes and beneficial owners of a majority in
\naggregate principal amount of the Notes represented by Global Securities advise
\nthe Depositary to cease acting as Depositary, or (iii) the Corporation in its
\nsole discretion, and subject to the procedures of the Depositary, determines
\nthat such Global Security shall be so exchangeable.<\/p>\n

3<\/p>\n

\n

<\/p>\n

Any Global Security that is exchangeable pursuant to the preceding sentence
\nshall be exchangeable for Notes registered in such names as the Depositary shall
\ndirect.<\/p>\n

Section 1.06 Redemption<\/u>. The Notes shall be redeemable, in whole or in
\npart at any time and from time to time, at the option of the Corporation, on any
\ndate (a “Redemption Date”), at a redemption price equal to the greater of (i)
\n100% of the principal amount of the Notes being redeemed and (ii) the sum of the
\npresent values of the remaining scheduled payments of principal and interest
\nthereon (exclusive of interest accrued to such Redemption Date) discounted to
\nsuch Redemption Date on a semi-annual basis (assuming a 360-day year consisting
\nof twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in
\neither case, accrued and unpaid interest on the principal amount being redeemed
\nto such Redemption Date.<\/p>\n

“Treasury Rate” means, with respect to any Redemption Date, the rate per
\nannum equal to the semi-annual equivalent yield to maturity or interpolated
\nmaturity (on a day count basis) of the Comparable Treasury Issue, assuming a
\nprice for the Comparable Treasury Issue (expressed as a percentage of its
\nprincipal amount) equal to the Comparable Treasury Price for such Redemption
\nDate. The Treasury Rate shall be calculated on the third Business Day preceding
\nthe Redemption Date.<\/p>\n

“Comparable Treasury Issue” means the United States Treasury security
\nselected by the Quotation Agent as having an actual or interpolated maturity
\ncomparable to the remaining term of the Notes to be redeemed that would be
\nutilized, at the time of selection and in accordance with customary financial
\npractice, in pricing new issues of corporate debt securities of comparable
\nmaturity to the remaining term of such Notes.<\/p>\n

“Quotation Agent” means a Reference Treasury Dealer appointed by the
\nCorporation.<\/p>\n

“Comparable Treasury Price” means, with respect to any Redemption Date, (1)
\nthe average of the Reference Treasury Dealer Quotations for such Redemption
\nDate, after excluding the highest and lowest such Reference Treasury Dealer
\nQuotations, or (2) if fewer than four such Reference Treasury Dealer Quotations
\nare obtained, the average of all such Reference Treasury Dealer Quotations.<\/p>\n

“Reference Treasury Dealer” means each of BNP Paribas Securities Corp.,
\nCredit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, plus two
\nother financial institutions appointed by the Corporation at the time of any
\nredemption or their respective affiliates which are primary U.S. Government
\nsecurities dealers in the United States (a “Primary Treasury Dealer”), and their
\nrespective successors; provided, however<\/em>, that if any of the foregoing
\nor their affiliates or successors shall cease to be a Primary Treasury Dealer,
\nthe Corporation will substitute therefor another Primary Treasury Dealer.<\/p>\n

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

4<\/p>\n

\n

<\/p>\n

The Corporation shall notify the Trustee of the redemption price with respect
\nto any redemption promptly after the calculation thereof. The Trustee shall not
\nbe responsible for calculating said redemption price.<\/p>\n

If less than all of the Notes are to be redeemed, the Trustee shall select
\nthe Notes or portions of Notes to be redeemed by such method as the Trustee
\nshall deem fair and appropriate. The Trustee may select for redemption Notes and
\nportions of Notes in amounts of $2,000 or any integral multiple of $1,000 in
\nexcess thereof.<\/p>\n

The Notes shall not have a sinking fund.<\/p>\n

Section 1.07 Paying Agent<\/u>. The Trustee shall initially serve as Paying
\nAgent with respect to the Notes, with the Place of Payment initially being the
\nCorporate Trust Office.<\/p>\n

ARTICLE II<\/strong><\/p>\n

MISCELLANEOUS PROVISIONS<\/strong><\/p>\n

Section 2.01 Recitals by the Corporation<\/u>. The recitals in this Sixth
\nSupplemental Indenture are made by the Corporation only and not by the Trustee,
\nand all of the provisions contained in the Original Indenture in respect of the
\nrights, privileges, immunities, powers and duties of the Trustee shall be
\napplicable in respect of the Notes and of this Sixth Supplemental Indenture as
\nfully and with like effect as if set forth herein in full.<\/p>\n

Section 2.02 Ratification and Incorporation of Original Indenture<\/u>. As
\nsupplemented hereby, the Original Indenture is in all respects ratified and
\nconfirmed, and the Original Indenture and this Sixth Supplemental Indenture
\nshall be read, taken and construed as one and the same instrument.<\/p>\n

Section 2.03 Executed in Counterparts<\/u>. This Sixth Supplemental
\nIndenture may be executed in several counterparts, each of which shall be deemed
\nto be an original, and such counterparts shall together constitute but one and
\nthe same instrument.<\/p>\n

5<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed
\nin its name and behalf by its duly authorized officer, all as of the day and
\nyear first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Duke Energy Corporation,<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

The Bank of New York Mellon Trust<\/strong><\/p>\n

Company, N.A.,<\/strong> as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n

<\/p>\n

EXHIBIT A<\/strong><\/p>\n

FORM OF<\/strong><\/p>\n

2.15% SENIOR NOTE DUE 2016<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

No.<\/p>\n<\/td>\n

<\/td>\n\n

CUSIP No. 26441C AG0<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DUKE ENERGY CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.15% SENIOR NOTE DUE 2016<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Principal Amount:<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Regular Record Date:<\/p>\n<\/td>\n

<\/td>\n\n

Close of business on the 15th calendar day prior to the relevant Interest
\nPayment Date (whether or not a Business Day)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Original Issue Date:<\/p>\n<\/td>\n

<\/td>\n\n

November 17, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Stated Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

November 15, 2016<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Interest Payment Dates:<\/p>\n<\/td>\n

<\/td>\n\n

Semi-annually on May 15 and November 15 of each year, commencing May 15,
\n2012.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Interest Rate:<\/p>\n<\/td>\n

<\/td>\n\n

2.15% per annum<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Authorized Denomination:<\/p>\n<\/td>\n

<\/td>\n\n

$2,000 or any integral multiple of $1,000 in excess thereof<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Duke Energy Corporation, a Delaware corporation (the “Corporation”, which
\nterm includes any successor corporation under the Indenture referred to on the
\nreverse hereof), for value received, hereby promises to pay to , or registered
\nassigns, the principal sum of DOLLARS ($ ) on the Stated Maturity shown above
\nand to pay interest thereon from the Original Issue Date shown above, or from
\nthe most recent Interest Payment Date to which interest has been paid or duly
\nprovided for, semi-annually in arrears on each Interest Payment Date as
\nspecified above, commencing on May 15, 2012 and on the Stated Maturity at the
\nrate per annum shown above until the principal hereof is paid or made available
\nfor payment and at such rate on any overdue principal and on any overdue
\ninstallment of interest. The interest so payable, and punctually paid or duly
\nprovided for, on any Interest Payment Date (other than an Interest Payment Date
\nthat is the Stated Maturity or a Redemption Date) will, as provided in the
\nIndenture, be paid to the Person in whose name this 2.15% Senior Note due 2016
\n(this “Security”) is registered on the Regular Record Date as specified above
\nnext preceding such Interest Payment Date; provided<\/em> that any interest
\npayable at Stated Maturity or on a Redemption Date will be paid to the Person to
\nwhom principal is payable. Except as otherwise provided in the Indenture, any
\nsuch interest not so punctually paid or duly provided for will forthwith cease
\nto be payable to the Holder on such Regular Record Date and may either be paid
\nto the Person in whose name this Security is registered at the close of business
\non a Special Record Date for the payment of such Defaulted Interest to be fixed
\nby the Trustee, notice whereof shall be given to Holders of Securities of this
\nseries not less than 10 days prior to such Special Record Date, or be paid at
\nany time in any other lawful manner not inconsistent with the requirements of
\nany securities exchange, if any, on which the Securities shall be listed, and
\nupon such notice as may be required by any such exchange, all as more fully
\nprovided in the Indenture.<\/p>\n

A-1<\/p>\n

\n

<\/p>\n

Payments of interest on this Security will include interest accrued to but
\nexcluding the respective Interest Payment Dates. Interest payments for this
\nSecurity shall be computed and paid on the basis of a 360-day year of twelve
\n30-day months and will accrue from November 17, 2011 or from the most recent
\nInterest Payment Date to which interest has been paid or duly provided for. In
\nthe event that any date on which interest is payable on this Security is not a
\nBusiness Day, then payment of the interest payable on such date will be made on
\nthe next succeeding day that is a Business Day (and without any interest or
\npayment in respect of any such delay) with the same force and effect as if made
\non the date the payment was originally payable. “Business Day” means a day other
\nthan a Saturday or a Sunday that is neither a Legal Holiday nor a day on which
\nbanking institutions in New York, New York are authorized or required by law,
\nregulation or executive order to close, or a day on which the Corporate Trust
\nOffice is closed for business. “Legal Holiday” means any day that is a legal
\nholiday in New York, New York.<\/p>\n

Payment of principal of, premium, if any, and interest on the Securities of
\nthis series shall be made in such coin or currency of the United States of
\nAmerica as at the time of payment is legal tender for payment of public and
\nprivate debts. Payments of principal of, premium, if any, and interest on the
\nSecurities of this series represented by a Global Security shall be made by wire
\ntransfer of immediately available funds to the Holder of such Global Security,
\nprovided that, in the case of payments of principal and premium, if any, such
\nGlobal Security is first surrendered to the Paying Agent. If any of the
\nSecurities of this series are no longer represented by a Global Security, (i)
\npayments of principal, premium, if any, and interest due at the Stated Maturity
\nor earlier redemption of such Securities shall be made at the office of the
\nPaying Agent upon surrender of such Securities to the Paying Agent, and (ii)
\npayments of interest shall be made, at the option of the Corporation, subject to
\nsuch surrender where applicable, (A) by check mailed to the address of the
\nPerson entitled thereto as such address shall appear in the Security Register or
\n(B) by wire transfer at such place and to such account at a banking institution
\nin the United States as may be designated in writing to the Trustee at least
\nsixteen (16) days prior to the date for payment by the Person entitled thereto.\n<\/p>\n

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

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

A-2<\/p>\n

\n

<\/p>\n

“Comparable Treasury Issue” means the United States Treasury security
\nselected by the Quotation Agent as having an actual or interpolated maturity
\ncomparable to the remaining term of the Securities of this series to be redeemed
\nthat would be utilized, at the time of selection and in accordance with
\ncustomary financial practice, in pricing new issues of corporate debt securities
\nof comparable maturity to the remaining term of such Securities of this series.\n<\/p>\n

“Quotation Agent” means a Reference Treasury Dealer appointed by the
\nCorporation.<\/p>\n

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

“Reference Treasury Dealer” means each of BNP Paribas Securities Corp.,
\nCredit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, plus two
\nother financial institutions appointed by the Corporation at the time of any
\nredemption or their respective affiliates which are primary U.S. Government
\nsecurities dealers in the United States (a “Primary Treasury Dealer”), and their
\nrespective successors; provided, however, that if any of the foregoing or their
\naffiliates or successors ceases to be a Primary Treasury Dealer, the Corporation
\nwill substitute therefor another Primary Treasury Dealer.<\/p>\n

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

The Corporation shall notify the Trustee of the redemption price with respect
\nto any redemption promptly after the calculation thereof. The Trustee shall not
\nbe responsible for calculating said redemption price.<\/p>\n

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

In the event of redemption of this Security in part only, a new Security or
\nSecurities of this series and of like tenor for the unredeemed portion hereof
\nwill be issued in the name of the Holder hereof upon the surrender hereof.<\/p>\n

The Securities of this series shall not have a sinking fund.<\/p>\n

A-3<\/p>\n

\n

<\/p>\n

The Securities of this series shall constitute the direct unsecured and
\nunsubordinated debt obligations of the Corporation and shall rank equally in
\npriority with the Corporation153s existing and future unsecured and unsubordinated
\nindebtedness.<\/p>\n

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH
\nON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
\nSAME EFFECT AS IF SET FORTH AT THIS PLACE.<\/p>\n

Unless the certificate of authentication hereon has been executed by the
\nTrustee by manual signature, this Security shall not be entitled to any benefit
\nunder the Indenture or be valid or obligatory for any purpose.<\/p>\n

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
\nexecuted.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Duke Energy Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

CERTIFICATE OF AUTHENTICATION<\/p>\n

This is one of the Securities of the series designated therein referred to in
\nthe within-mentioned Indenture.<\/p>\n\n\n\n\n\n\n\n
\n

Dated:<\/p>\n<\/td>\n

\n

The Bank of New York Mellon Trust <\/strong><\/p>\n

Company, N.A.,<\/strong> as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-4<\/p>\n

\n

<\/p>\n

(Reverse Side of Security)<\/p>\n

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

If an Event of Default with respect to the Securities of this series shall
\noccur and be continuing, the principal of the Securities of this series may be
\ndeclared due and payable in the manner, with the effect and subject to the
\nconditions provided in the Indenture.<\/p>\n

The Indenture permits, with certain exceptions as therein provided, the
\namendment thereof and the modification of the rights and obligations of the
\nCorporation and the rights of the Holders of the Securities of all series
\naffected under the Indenture at any time by the Corporation and the Trustee with
\nthe consent of the Holders of not less than a majority in principal amount of
\nthe Outstanding Securities of all series affected thereby (voting as one class).
\nThe Indenture contains provisions permitting the Holders of not less than a
\nmajority in principal amount of the Outstanding Securities of all series with
\nrespect to which a default under the Indenture shall have occurred and be
\ncontinuing (voting as one class), on behalf of the Holders of the Securities of
\nall such series, to waive, with certain exceptions, such default under the
\nIndenture and its consequences. The Indenture also permits the Holders of not
\nless than a majority in principal amount of the Securities of each series at the
\ntime Outstanding, on behalf of the Holders of all Securities of such series, to
\nwaive compliance by the Corporation with certain provisions of the Indenture
\naffecting such series. Any such consent or waiver by the Holder of this Security
\nshall be conclusive and binding upon such Holder and upon all future Holders of
\nthis Security and of any Security issued upon the registration of transfer
\nhereof or in exchange hereof or in lieu hereof, whether or not notation of such
\nconsent or waiver is made upon this Security.<\/p>\n

No reference herein to the Indenture and no provision of this Security or of
\nthe Indenture shall alter or impair the obligation of the Corporation, which is
\nabsolute and unconditional, to pay the principal of and interest on this
\nSecurity at the times, place and rate, and in the coin or currency, herein
\nprescribed.<\/p>\n

As provided in the Indenture and subject to certain limitations therein set
\nforth, the transfer of this Security is registrable in the Security Register,
\nupon surrender of this Security for registration of transfer at the office or
\nagency of the Corporation for such purpose, duly endorsed by, or accompanied by
\na written instrument of transfer in form satisfactory to the Corporation and the
\nSecurity Registrar and duly executed by, the Holder hereof or his attorney duly
\nauthorized in writing, and thereupon one or more new Securities of this series,
\nof authorized denominations and of like tenor and for the same aggregate
\nprincipal amount, will be issued to the designated transferee or transferees. No
\nservice charge shall be made for any such<\/p>\n

A-5<\/p>\n

\n

<\/p>\n

registration of transfer or exchange, but the Corporation may require payment
\nof a sum sufficient to cover any tax or other governmental charge payable in
\nconnection therewith.<\/p>\n

The Indenture contains provisions for defeasance at any time of the entire
\nindebtedness of the Securities of this series and for covenant defeasance at any
\ntime of certain covenants in the Indenture upon compliance with certain
\nconditions set forth in the Indenture.<\/p>\n

Prior to due presentment of this Security for registration of transfer, the
\nCorporation, the Trustee and any agent of the Corporation or the Trustee may
\ntreat the Person in whose name this Security is registered as the owner hereof
\nfor all purposes, whether or not this Security be overdue, and neither the
\nCorporation, the Trustee nor any such agent shall be affected by notice to the
\ncontrary.<\/p>\n

The Securities of this series are issuable only in registered form without
\ncoupons in denominations of $2,000 or any integral multiple of $1,000 in excess
\nthereof. As provided in the Indenture and subject to the limitations therein set
\nforth, Securities of this series are exchangeable for a like aggregate principal
\namount of Securities of this series of a different authorized denomination, as
\nrequested by the Holder surrendering the same upon surrender of the Security or
\nSecurities to be exchanged at the office or agency of the Corporation.<\/p>\n

This Security shall be governed by, and construed in accordance with, the
\nlaws of the State of New York.<\/p>\n

A-6<\/p>\n

\n

<\/p>\n

ABBREVIATIONS<\/p>\n

The following abbreviations, when used in the inscription on the face of this
\ninstrument, shall be construed as though they were written out in full according
\nto applicable laws or regulations:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

TEN COM:as tenants in common<\/p>\n<\/td>\n

<\/td>\n\n

UNIF GIFT MIN ACT –<\/p>\n<\/td>\n

<\/td>\n\n

Custodian<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

(Cust)<\/p>\n<\/td>\n

<\/td>\n\n

(Minor)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TEN ENT:as tenants by the entireties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

JT TEN:as joint tenants with rights of<\/p>\n<\/td>\n

<\/td>\n\n

Under Uniform Gifts to<\/p>\n<\/td>\n<\/tr>\n

\n

survivorship and not as tenants in common<\/p>\n<\/td>\n

<\/td>\n\n

Minors Act<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

(State)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Additional abbreviations may also be used though not on the above list.<\/p>\n

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

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
\nASSIGNEE<\/p>\n

the within Security and all rights thereunder, hereby irrevocably
\nconstituting and appointing agent to transfer said Security on the books of the
\nCorporation, with full power of substitution in the premises.<\/p>\n\n\n\n\n\n\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

NOTICE: The signature to this assignment must correspond with the name as
\nwritten upon the face of the within instrument in every particular without
\nalteration or enlargement, or any change whatever.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Signature Guarantee:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-7<\/p>\n

\n

<\/p>\n

SIGNATURE GUARANTEE<\/p>\n

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

A-8<\/p>\n

\n

<\/p>\n

EXHIBIT B<\/strong><\/p>\n

CERTIFICATE OF AUTHENTICATION<\/strong><\/p>\n

This is one of the Securities of the series designated therein referred to in
\nthe within-mentioned Indenture.<\/p>\n\n\n\n\n\n\n\n
\n

Dated:<\/p>\n<\/td>\n

\n

The Bank of New York Mellon Trust<\/strong><\/p>\n

Company, N.A.,<\/strong> as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-1<\/p>\n

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