Amended and Restated Certificate of Incorporation of Duke Energy Holding Corp



 Exhibit 4.1 
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
 OF 
 DUKE ENERGY HOLDING CORP. 
 DUKE ENERGY HOLDING CORP., a corporation organized and
existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 
 1. The name of the
corporation is Duke Energy Holding Corp. The name under which the corporation was originally incorporated was Deer Holding Corp. The name of the corporation was changed to Duke Energy Holding Corp. on June 21, 2005. The original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on May 3, 2005. 
 2. This Amended and Restated Certificate
of Incorporation, having been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and by the unanimous written consent of the stockholders of the Corporation in
accordance with Section 228 of the DGCL, restates and integrates and further amends the provisions of the Certificate of Incorporation as amended or supplemented heretofore. As so restated and integrated and further amended, the Amended and
Restated Certificate of Incorporation (hereinafter, this “Certificate of Incorporation”) reads as follows: 
 ARTICLE FIRST

 Name 
 The name of the
corporation is Duke Energy Corporation. 
 ARTICLE SECOND 
 Registered Office 
 The address of the registered office of the Corporation in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company. 







 ARTICLE THIRD 
 Purpose 
 The purpose of the Corporation is to engage in any lawful act or activity for which a
corporation may be organized under the DGCL. 
 ARTICLE FOURTH 
 Capital Stock 
 (a) The aggregate number of shares of stock that the Corporation shall have authority
to issue is two billion forty-four million (2,044,000,000) shares, consisting of two billion (2,000,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”), and forty-four million (44,000,000) shares
of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). 
 (b) The Board of Directors of the Corporation shall have
the full authority permitted by law, at any time and from time to time, to divide the authorized and unissued shares of Preferred Stock into one or more classes or series and, with respect to each such class or series, to determine by resolution or
resolutions the number of shares constituting such class or series and the designation of such class or series, the voting powers, if any, of the shares of such class or series, and the preferences and relative, participating, optional or other
special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of any such class or series of Preferred Stock to the full extent now or hereafter permitted by the law of the State of Delaware. The powers,
preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series
at any time outstanding. 
 (c) Subject to applicable law and the rights, if any, of the holders of any class or series of Preferred Stock or
any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board
of Directors of the Corporation in its discretion shall determine. Nothing in this ARTICLE FOURTH shall limit the power of the Board of Directors to create a class or series of Preferred Stock with dividends the rate of which is calculated by
reference to, and the payment of which is concurrent with, dividends on shares of Common Stock. 
 (d) In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, subject to the rights of the holders of any class or series of the Preferred Stock, the net assets of the Corporation available for distribution to stockholders of the
Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests. If the assets of the Corporation are not sufficient to pay the amounts, if any, owing to holders of
shares of Preferred Stock in full, holders of all shares of Preferred Stock will participate in the 
  

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 distribution of assets ratably in proportion to the full amounts to which they are entitled or in such order or priority,
if any, as will have been fixed in the resolution or resolutions providing for the issue of the class or series of Preferred Stock. Neither the merger or consolidation of the Corporation into or with any other corporation, nor a sale, transfer or
lease of all or part of its assets, will be deemed a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph, except to the extent specifically provided in any certificate of designation for any class or series
of Preferred Stock. Nothing in this ARTICLE FOURTH shall limit the power of the Board of Directors to create a class or series of Preferred Stock for which the amount to be distributed upon any liquidation, dissolution or winding up of the
Corporation is calculated by reference to, and the payment of which is concurrent with, the amount to be distributed to the holders of shares of Common Stock. 
 (e) Except as otherwise required by law, as otherwise provided herein or as otherwise determined by the Board of Directors as to the shares of any class or series of Preferred Stock, the holders of Preferred Stock
shall have no voting rights and shall not be entitled to any notice of meetings of stockholders. 
 (f) Except as otherwise required by law
and subject to the rights of the holders of any class or series of Preferred Stock, with respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of any outstanding shares
of Common Stock shall vote together as a class, and every holder of Common Stock shall be entitled to cast thereon one vote in person or by proxy for each share of Common Stock standing in such holder’s name on the books of the Corporation;
provided, however, that, except as otherwise required by law, or unless provided in any certificate of designation for any class or series of Preferred Stock, holders of Common Stock, as such, shall not be entitled to vote on any
amendment to this Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) that relates solely to the terms of one or more outstanding classes or series of Preferred Stock if the
holders of such affected class or series are entitled, either separately or together with the holders of one or more other such classes or series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of
designations relating to any class or series of Preferred Stock) or pursuant to applicable law. Subject to the rights of the holders of any class or series of Preferred Stock, stockholders of the Corporation shall not have any preemptive rights to
subscribe for additional issues of stock of the Corporation and no stockholder will be permitted to cumulate votes at any election of directors. 
 ARTICLE FIFTH 
 Board of Directors 
 (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. 
 (b) Except as otherwise fixed by or pursuant to provisions of ARTICLE FOURTH relating to the rights of the holders of any series of Preferred Stock, the number of directors of the Corporation shall not be less than
nine (9) nor more than eighteen (18), as may be fixed from time to time by the Board of Directors. 
  

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 (c) A director may be removed from office with or without cause; provided, however, that,
subject to applicable law, any director elected by the holders of any series of Preferred Stock may be removed without cause only by the holders of a majority of the shares of such series of Preferred Stock. 
 (d) Except as otherwise fixed by or pursuant to provisions of ARTICLE FOURTH relating to the rights of the holders of any series of Preferred Stock,
newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote
of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until the next succeeding annual meeting of
stockholders and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. 
 (e) Except as otherwise fixed by or pursuant to provisions of ARTICLE FOURTH
relating to the rights of the holders of any series of Preferred Stock, the directors shall be elected by the holders of voting stock and shall hold office until the next annual meeting of stockholders and until their respective successors shall
have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. 
 (f) Election of directors need not be by written ballot unless the By-Laws so provide. 
 (g) In addition to the powers and
authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the
provisions of the DGCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been
valid if such By-Laws had not been adopted. 
 ARTICLE SIXTH 
 Action by Stockholders; Books of the Corporation 
 (a) Meetings of stockholders may be held within or
without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation. 
  

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 (b) Any action required or permitted to be taken at any Annual or Special Meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice and without a vote only if consent in writing setting forth the action so taken is signed by all the holders of the Corporation’s issued and outstanding capital stock entitled to
vote thereon. 
 ARTICLE SEVENTH 
 Amendment of Certificate of Incorporation 
 The Corporation reserves the right to supplement, amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware and this Certificate of Incorporation, and all rights conferred upon stockholders, directors and officers
herein are granted subject to this reservation. Notwithstanding the foregoing, this ARTICLE SEVENTH and sections (b) and (d) of ARTICLE FIFTH may not be supplemented, amended, altered, changed, or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such supplement, amendment, alteration, change or repeal is approved by the affirmative vote of the holders of at least 80% of the combined voting power of the then outstanding shares of stock of
all classes of the Corporation entitled to vote generally in the election of directors, voting together as a single class. 
 ARTICLE EIGHTH

 Amendment of By-Laws 
 In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors of the Corporation is expressly authorized to adopt, repeal, alter or amend the By-Laws of the Corporation. No By-Laws may be adopted,
repealed, altered or amended in any manner that would be inconsistent with this Amended and Restated Certificate of Incorporation (as it may be adopted, repealed, altered or amended from time to time in accordance with ARTICLE SEVENTH). 

ARTICLE NINTH 
 Limitation of Liability

 Except to the extent elimination or limitation of liability is not permitted by applicable law, no director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty in such capacity. Any repeal or modification of this ARTICLE NINTH by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. 
  

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 ARTICLE TENTH 
 Liability of Stockholders 
 The holders of the capital stock of the Corporation shall not be
personally liable for the payment of the Corporation’s debts, and the private property of the holders of the capital stock of the Corporation shall not be subject to the payment of debts of the Corporation to any extent whatsoever. 

ARTICLE ELEVENTH 
 Effectiveness

 This Amended and Restated Certificate of Incorporation is to become effective at 8:30 a.m. on April 3, 2006. 
  

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 IN WITNESS WHEREOF, THE UNDERSIGNED, being the Assistant Secretary, has executed this Amended and
Restated Certificate of Incorporation as of the thirty-first day of March, 2006, and DOES HEREBY CERTIFY under the penalties of perjury that the facts stated in this Amended and Restated Certificate of Incorporation are true. 
  

			
	By:	 	 /s/ Robert T. Lucas, III

	Name:	 	Robert T. Lucas, III
	Title:	 	Assistant Secretary