Exhibit 4.1








Exhibit 4.1



  

FIFTY-SEVENTH SUPPLEMENTAL

INDENTURE




TO




INDENTURE DATED SEPTEMBER 1, 1939




 






DUKE ENERGY INDIANA, INC.

(FORMERLY NAMED EACH OF “PSI ENERGY, INC.” AND “PUBLIC SERVICE COMPANY OF INDIANA, INC.” AND

SUCCESSOR BY CONSOLIDATION TO PUBLIC SERVICE COMPANY OF INDIANA)




TO




LASALLE BANK NATIONAL ASSOCIATION

AS TRUSTEE

(FORMERLY NAMED “LASALLE NATIONAL BANK” AND THE

SUCCESSOR TRUSTEE TO THE FIRST NATIONAL BANK OF CHICAGO)




 






DATED AS OF AUGUST 21, 2008



  






CREATING FIRST MORTGAGE BONDS, SERIES LLL, 6.35%, DUE AUGUST 15, 2038




AND




OTHERWISE SUPPLEMENTING AND AMENDING THE INDENTURE




 











 








TABLE OF CONTENTS




 






Page




	 	 	 	 	 
	Parties:
	 	 	 	 
	Company (Duke Energy Indiana, Inc., formerly named each of PSI Energy,
Inc. and Public Service Company of Indiana, Inc., and successor by
consolidation to Initial Mortgagor (Public Service Company of Indiana)),
and Trustee 
	 	 	1	 
	 
	 	 	 	 
	Recitals:
	 	 	 	 
	Indenture of the Initial Mortgagor, dated September 1, 1939, and First
Supplemental Indenture thereto of the Initial Mortgagor, dated
as of March 1, 1941 
	 	 	1	 
	 
	 	 	 	 
	Consolidation of Initial Mortgagor (and four other companies) into the
Company 
	 	 	1	 
	 
	 	 	 	 
	Execution by Company of Second Supplemental Indenture to the original
Indenture 
	 	 	1	 
	 
	 	 	 	 
	Company substituted for Initial Mortgagor under Indenture 
	 	 	1	 
	 
	 	 	 	 
	Execution by Company of Third through the Fifty-Sixth Supplemental
Indentures to the original Indenture 
	 	 	2	 
	 
	 	 	 	 
	LaSalle Bank National Association, successor to original Trustee 
	 	 	3	 
	 
	 	 	 	 
	Change of name of Company from Public Service Company of Indiana,
Inc. to PSI Energy, Inc.
	 	 	3	 
	 
	 	 	 	 
	Amount of bonds presently outstanding under the Indenture 
	 	 	3	 
	 
	 	 	 	 
	Fifty-Seventh Supplemental Indenture and Bonds of Series LLL authorized
	 	 	3	 
	 
	 	 	 	 
	Conditions precedent performed 
	 	 	4	 
	 
	 	 	 	 
	Executing Clause 
	 	 	4	 






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	 	 	Page	 
	ARTICLE I.
	 	 	 	 
	 
	 	 	 	 
	First Mortgage Bonds, Series LLL, 6.35%, Due August 15, 2038.
	 	 	 	 
	 
	 	 	 	 
	Section 1. Creation and designation of Bonds of Series LLL 
	 	 	4	 
	Section 2. Bonds of Series LLL to be in registered form only 
	 	 	4	 
	Form of face of Bonds of Series LLL 
	 	 	8	 
	Form of reverse of Bonds of Series LLL and Trustee’s certificate 
	 	 	10	 
	Section 3. Date of Bonds of Series LLL 
	 	 	14	 
	Section 4. Maturity dates and interest rates of Bonds of Series LLL 
	 	 	14	 
	Section 5. Place and manner of payment of Bonds of Series LLL 
	 	 	14	 
	Section 6. Denominations and numbering of definitive Bonds of Series LLL 
	 	 	14	 
	Temporary Bonds of Series LLL and exchange thereof for
definitive bonds 
	 	 	14	 
	Section 7 Maintenance and Renewal Fund shall not apply to Bonds of
Series LLL 
	 	 	15	 
	Section 8. Inspection requirements shall not apply to Bonds of Series LLL 
	 	 	15	 
	Section 9. Company’s right to further amend the original Indenture 
	 	 	15	 
	 
	 	 	 	 
	ARTICLE II.
	 	 	 	 
	 
	 	 	 	 
	Issuance of Bonds of Series LLL.
	 	 	 	 
	 
	 	 	 	 
	Section 1. Aggregate principal amount of Bonds of Series LLL issuable at once
	 	 	16	 
	Section 2. Issuance of additional Bonds of Series LLL 
	 	 	16	 
	 
	 	 	 	 
	ARTICLE III.
	 	 	 	 
	 
	 	 	 	 
	Indenture Amendments.
	 	 	 	 
	 
	 	 	 	 
	Section 1. Amendments to Article I of the original Indenture 
	 	 	17	 
	Section 2. Amendment to subdivision (1) of Article I of the original Indenture
to reflect the change of name of the Company 
	 	 	17	 
	Section 3. Amendments to Article VII of the original Indenture 
	 	 	17	 
	Section 4. No sinking fund for Bonds of Series LLL 
	 	 	19	 






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	 	 		 	 	Page	 
	ARTICLE IV.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Concerning the Trustee.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Acceptance of trust by Trustee 
	 	 		 	 	 	19	 
	Trustee not responsible for validity or sufficiency of Fifty-Seventh
Supplemental Indenture, etc.
	 	 		 	 	 	19	 
	Terms and conditions of Article XVII of the original Indenture to be applied
to the Fifty-Seventh Supplemental Indenture 
	 	 		 	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Miscellaneous Provisions.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Section 1. References in any article or section of the original Indenture refer
to such article or section as amended by all Fifty Seven
Supplemental Indentures thereto 
	 	 		 	 	 	19	 
	Section 2. Operation and construction of amendments to the original Indenture
	 	 	 	 	 	 	20	 
	Section 3. All covenants, etc., for sole benefit of parties to the Fifty-Seventh
Supplemental Indenture and holders of bonds 
	 	 		 	 	 	20	 
	Section 4. Table of contents and headings of articles not part of Fifty-Seventh
Supplemental Indenture 
	 	 		 	 	 	20	 
	Section 5. Execution of Fifty-Seventh Supplemental Indenture in counterparts 
	 	 	 	 	 	 	20	 
	Section 6. Payments Due on Legal Holidays 
	 	 	 	 	 	 	20	 
	 
	Attestation Clause 
	 	 		 	 	 	21	 
	Signatures 
	 	 		 	 	 	21	 
	Acknowledgment by Company 
	 	 		 	 	 	23	 
	Acknowledgment by Trustee 
	 	 		 	 	 	24	 






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     Fifty-Seventh Supplemental Indenture dated as of the twenty-first day of August,
2008, made and entered into by and between Duke Energy Indiana, Inc. (hereinafter commonly
referred to as the “Company”), a corporation organized and existing under the laws of the State of
Indiana, formerly named each of PSI Energy, Inc. and Public Service Company of Indiana, Inc., and
the successor by consolidation to Public Service Company of Indiana, an Indiana corporation, party
of the first part, and LaSalle Bank National Association, a national banking association
organized and existing under the laws of the United States and having its office or place of
business in the City of Chicago, State of Illinois, formerly named LaSalle National Bank, and the
successor trustee to The First National Bank of Chicago (hereinafter commonly referred to as the
“Trustee”), party of the second part,



     Witnesseth:



     Whereas, Public Service Company of Indiana (hereinafter commonly referred to as the
“Initial Mortgagor”), prior to its consolidation with certain other corporations to form the
Company, executed and delivered to the Trustee a certain indenture of mortgage or deed of trust
(hereinafter called the “original Indenture” when referred to as existing prior to any amendment
thereto, and the “Indenture” when referred to as heretofore, now or hereafter amended), dated
September 1, 1939, and a First Supplemental Indenture thereto, dated as of March 1, 1941, to secure
the bonds of the Initial Mortgagor, its successors and assigns, issued from time to time under the
Indenture in series for the purposes of and subject to the limitations specified in the Indenture;
and



     Whereas, the Company on September 6, 1941, became, through a consolidation, the
successor of the Initial Mortgagor (and four other companies) and succeeded to all the rights and
became liable for all the obligations of the Initial Mortgagor (and such other companies); and



     Whereas, after said consolidation, the Company executed and delivered a Second
Supplemental Indenture, dated as of November 1, 1941, to the original Indenture for the purposes,
among others, of (i) the making by the Company of an agreement of assumption and adoption by it of
the Indenture, (ii) the assumption by the Company of the bonds (and interest and premium, if any,
thereon) issued or to be issued under the Indenture, and of all terms, covenants and conditions
binding upon it under the Indenture, and the agreeing by the Company to pay, perform and fulfill
the same, and (iii) the conveying to the Trustee upon the trusts declared in the Indenture, but
subject to any outstanding liens and encumbrances, all the property which the Company then owned or
which it might thereafter acquire, except property of a character similar to the property of the
Initial Mortgagor which is excluded from the lien of the Indenture; and



     Whereas, all conditions have been met and all acts and things necessary have been
done and performed to make the Indenture the valid and binding agreement of the Company and to
substitute the Company for the Initial Mortgagor under the Indenture, and to vest the Company with
each and every right and power of the Initial Mortgagor, including the right and power to issue
bonds thereunder; and



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     Whereas, the Company has subsequently executed and delivered, for purposes authorized
under the Indenture, a Third Supplemental Indenture dated as of March 1, 1942, a Fourth
Supplemental Indenture dated as of May 1, 1943, a Fifth Supplemental Indenture dated as of August
1, 1944, a Sixth Supplemental Indenture dated as of September 1, 1945, a Seventh Supplemental
Indenture dated as of November 1, 1947, an Eighth Supplemental Indenture dated as of January 1,
1949, a Ninth Supplemental Indenture dated as of May 1, 1950, a Tenth Supplemental Indenture dated
as of July 1, 1952, an Eleventh Supplemental Indenture dated as of January 1, 1954, a Twelfth
Supplemental Indenture dated as of October 1, 1957, a Thirteenth Supplemental Indenture dated as of
February 1, 1959, a Fourteenth Supplemental Indenture dated as of July 15, 1960, a Fifteenth
Supplemental Indenture dated as of June 15, 1964, a Sixteenth Supplemental Indenture dated as of
January 1, 1969, a Seventeenth Supplemental Indenture dated as of March 1, 1970, an Eighteenth
Supplemental Indenture dated as of January 1, 1971, a Nineteenth Supplemental Indenture dated as of
January 1, 1972, a Twentieth Supplemental Indenture dated as of February 1, 1974, a Twenty-First
Supplemental Indenture dated as of August 1, 1974, a Twenty-Second Supplemental Indenture dated as
of August 1, 1975, a Twenty-Third Supplemental Indenture dated as of January 1, 1977, a
Twenty-Fourth Supplemental Indenture dated as of October 1, 1977, a Twenty-Fifth Supplemental
Indenture dated as of September 1, 1978, a Twenty-Sixth Supplemental Indenture dated as of
September 1, 1978, a Twenty-Seventh Supplemental Indenture dated as of March 1, 1979, a
Twenty-Eighth Supplemental Indenture dated as of May 1, 1979, a Twenty-Ninth Supplemental Indenture
dated as of March 1, 1980, a Thirtieth Supplemental Indenture dated as of August 1, 1980, a
Thirty-First Supplemental Indenture dated as of February 1, 1981, a Thirty-Second Supplemental
Indenture dated as of August 1, 1981, a Thirty-Third Supplemental Indenture dated as of December 1,
1981, a Thirty-Fourth Supplemental Indenture dated as of December 1, 1982, a Thirty-Fifth
Supplemental Indenture dated as of March 30, 1984, a Thirty-Sixth Supplemental Indenture dated as
of November 15, 1984, a Thirty-Seventh Supplemental Indenture dated as of August 15, 1985, a
Thirty-Eighth Supplemental Indenture dated as of October 1, 1986, a Thirty-Ninth Supplemental
Indenture dated as of March 15, 1987, a Fortieth Supplemental Indenture dated as of June 1, 1987, a
Forty-First Supplemental Indenture dated as of June 15, 1988, a Forty-Second Supplemental Indenture
dated as of August 1, 1988, a Forty-Third Supplemental Indenture dated as of September 15, 1989, a
Forty-Fourth Supplemental Indenture dated as of March 15, 1990, a Forty-Fifth Supplemental
Indenture dated as of March 15, 1990, a Forty-Sixth Supplemental Indenture dated as of June 1,
1990, a Forty-Seventh Supplemental Indenture dated as of July 15, 1991, a Forty-Eighth Supplemental
Indenture dated as of July 15, 1992, a Forty-Ninth Supplemental Indenture dated as of February 15,
1993, a Fiftieth Supplemental Indenture dated as of February 15, 1993, a Fifty-First Supplemental
Indenture dated as of February 1, 1994, a Fifty-Second Supplemental Indenture dated as of April 30,
1999, a Fifty-Third Supplemental Indenture dated as of June 15, 2001, a Fifty-Fourth Supplemental
Indenture dated as of September 1, 2002, a Fifty-Fifth Supplemental Indenture dated as of February
15, 2003, and a Fifty-Sixth Supplemental Indenture dated as of December 1, 2004, each supplementing
and amending the Indenture; and



- 2 -









 





     Whereas, the Thirty-Fifth Supplemental Indenture authorized and appointed LaSalle
Bank National Association, a national banking association duly organized and existing under the law
of the United States of America with its principal office in Chicago, Illinois and formerly named
LaSalle National Bank, as Successor Trustee to The First National Bank of Chicago, which
appointment was accepted, and all trust powers under the Indenture were thereby transferred from
The First National Bank of Chicago to LaSalle Bank National Association; and



     Whereas, the Forty-Sixth Supplemental Indenture amended the Indenture to reflect a
change in the name of the Company from Public Service Company of Indiana, Inc. to PSI Energy, Inc.
effective as of April 20, 1990; and



     Whereas, as of August 21, 2008, the only bonds that have been heretofore issued under
the Indenture which are now outstanding are $7,500,000 aggregate principal amount of “PSI Energy,
Inc. First Mortgage Bonds, Series VV, Due July 15, 2026” and $70,000,000 aggregate principal amount
of “PSI Energy, Inc. First Mortgage Bonds, Series WW, Due August 15, 2027” and $124,665,000
aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series BBB, 8%, Due July 15,
2009” (such bonds being hereinafter referred to as the “Bonds of Series BBB”) and $53,055,000
aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series CCC, 8.85%, Due
January 15, 2022” and $38,000,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage
Bonds, Series DDD, 8.31%, Due September 1, 2032” and $23,000,000 aggregate principal amount of “PSI
Energy, Inc. First Mortgage Bonds, Series FFF, Due March 1, 2031” and $24,600,000 aggregate
principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series GGG, Due March 1, 2019” and
$35,000,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series HHH, Due
April 1, 2022” and $77,125,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage
Bonds, Series III, Due December 1, 2039” and $77,125,000 aggregate principal amount of “PSI Energy,
Inc. First Mortgage Bonds, Series JJJ, Due December 1, 2039”; and



     Whereas, in accordance with the provisions of Section 1 of Article XVIII of the
Indenture, the Board of Directors has authorized the execution and delivery by the Company of a
Fifty-Seventh Supplemental Indenture, substantially in the form of this Fifty-Seventh Supplemental
Indenture, for the purpose of reflecting a change in the name of the Company from PSI Energy, Inc.
to Duke Energy Indiana, Inc., for the purpose of creating a fifty-sixth series of bonds to be
issued under the Indenture, to be known as “Duke Energy Indiana, Inc. First Mortgage Bonds, Series
LLL, 6.35%, Due August 15, 2038” (such bonds being hereinafter referred to as the “Bonds of Series
LLL”), and prescribing the form and substance of the Bonds of Series LLL and the terms, provisions
and characteristics thereof, and for the purpose of adding to the covenants and agreements of the
Company for the protection of the bondholders and of the trust estate, of providing the terms and
conditions for the redemption of the Bonds of Series LLL, of adding certain other covenants and
undertakings with respect to the Bonds of Series LLL and of making such changes in the Indenture as
are deemed necessary or desirable and as are permitted by the Indenture; and



- 3 -









 





     Whereas, all conditions and requirements necessary to make this Fifty-Seventh
Supplemental Indenture a valid, binding and legal instrument have been done, performed and
fulfilled and the execution and delivery hereof have been in all respects duly authorized:



     Now, Therefore, in consideration of the premises, and of the acceptance and purchase
of the Bonds of Series LLL by the holders and registered owners thereof, and of the sum of One
Dollar ($1.00) duly paid by the Trustee to the Company, the receipt whereof is hereby acknowledged,
and in accordance with and subject to the terms and provisions of the Indenture, the Company and
the Trustee, respectively, have entered into, executed and delivered this Fifty-Seventh
Supplemental Indenture for the uses and purposes hereinafter expressed, that is to say:



ARTICLE I.




First Mortgage Bonds, Series LLL, 6.35%, Due August 15, 2038




     Section 1. There are hereby created a fifty-sixth series of bonds to be issued under and
secured by the Indenture, to be designated as “Duke Energy Indiana, Inc. First Mortgage Bonds,
Series LLL, 6.35%, Due August 15, 2038” (such series being the Bonds of Series LLL
hereinbefore referred to).



     Section 2. The following provisions shall apply to the Bonds of Series LLL.




     (a) The Bonds of Series LLL shall be issued in fully registered form only. However,
except as provided elsewhere in this Section, the registered owner of all of the Bonds of
Series LLL initially shall be The Depository Trust Company (“DTC”) or its nominee, and such
Bonds of Series LLL initially shall be registered in the name of DTC or its nominee.
Payment of the principal of or interest on Bonds of Series LLL registered in the name of
DTC or its nominee shall be made in the manner specified in DTC’s rules and by-laws. DTC
(and any successor securities depository) and its (or their) participating institutions
(collectively “Participants”) shall maintain a book-entry registration and transfer system
with respect to ownership of beneficial interests in the Bonds of Series LLL (the
“Book-Entry System”).




     (b) The Bonds of Series LLL, initially shall be issued in the form of one or more
authenticated, fully registered bonds for such series (each a “Global Security”) which (i)
need not be in the form of a lithographed or engraved certificate, but may be typewritten
or printed on ordinary paper or such paper as the Trustee may reasonably request, (ii)
shall represent and be denominated in an amount equal to 100% of the aggregate principal
amount of the Bonds of Series LLL issued under this Supplemental Indenture, (iii) shall be
executed by the Company and authenticated by the Trustee in accordance with the provisions
of the Indenture, (iv) shall be registered in the name of DTC or its nominee, and delivered
to DTC or its nominee or a custodian therefor, and (v) shall contain the following legend
on the face thereof:



- 4 -









 






Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation (“DTC”), to issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered holder
hereof, Cede & Co., has an interest herein.




Unless and until it is exchanged in whole or in part for Bonds of Series LLL in definitive
certificated form, each Global Security representing the Bonds of Series LLL may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or by DTC or any such nominee to a successor securities depository
or a nominee of any such successor securities depository.




     (c) The Trustee and the Company may treat Cede & Co. or its nominee, or any successor
securities depository or nominee thereof (collectively, the “Depository”) as the sole and
exclusive owner of the Bonds of Series LLL, registered in its name for the purposes of
payment of the principal or redemption price of or interest on the Bonds of Series LLL,
giving any notice permitted or required to be given to holders of the Bonds of Series LLL,
under the Indenture or this Supplemental Indenture, registering the transfer of the Bonds
of Series LLL, obtaining any consent or other action to be taken by holders of the Bonds of
Series LLL, and for all other purposes whatsoever and neither the Trustee nor the Company
shall be affected by any notice to the contrary. Neither the Company nor the Trustee nor
any registrar nor any paying agent shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds of Series LLL
under or through the Depository or any Participant, or any other person which is not shown
on the registration books as being a holder of the Bonds of Series LLL with respect to (i)
the accuracy of any records maintained by the Depository or any Participant; (ii) the
payment by the Depository to any Participant of any amount in respect of the principal or
redemption price of or interest on the Bonds of Series LLL; (iii) the payment by any
Participant to any owner of a beneficial ownership interest in the Bonds of Series LLL, in
respect of the principal of or interest on the Bonds of Series LLL or (iv) any consent or
other action taken by the Depository as owner of the Bonds of Series LLL. The Trustee
shall pay all principal of and interest on the Bonds of Series LLL only to or upon the
order of the registered holder or holders of the Bonds of Series LLL, as shown on the
registration books, and all such payments shall be valid and effective to fully satisfy and
discharge the Company’s obligations with respect to the principal or redemption price of
and interest on the Bonds of Series LLL, to the extent of the sum or sums so



- 5 -









 







paid. No person other than a holder of the Bonds of Series LLL, as shown on the
registration books of DTC, shall receive an authenticated Bond evidencing the obligation of
the Company to make payment of the principal of and interest on the Bonds of Series LLL,
pursuant to the Indenture and this Supplemental Indenture. Upon delivery by DTC to the
Trustee of written notice to the effect that DTC has determined to substitute a new nominee
for Cede & Co, and subject to the provisions of the Indenture and this Supplemental
Indenture, the word “Cede & Co.”, as used in this Supplemental Indenture, shall refer to
each new nominee of DTC.




     (d) In the event that after the occurrence of an event of default that has not been
cured or waived, holders of a majority in aggregate principal amount of the beneficial
interests in the Bonds of Series LLL, as reflected in the books and records of the
Depository, notify the Trustee, through the Depository or any Participant, that the
continuation of the Book-Entry System is no longer in the best interests of such holders of
beneficial interests in the Bonds of such Series, then the Trustee shall notify the
Depository and the Company, and the Depository will notify the Participants of the
availability through the Depository of definitive certificated Bonds of such Series. In
such event, the Company shall execute, and the Trustee, upon receipt of a written order of
the Company, signed by its President or a Vice President and by its Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary (an “Issuer Order”), for the authentication and
delivery of definitive certificated Bonds of Series LLL, will authenticate and deliver
Bonds of such Series in definitive certificated form, in any authorized denominations, all
pursuant to the provisions of the Indenture, to the person or persons specified to the
Trustee in writing by the Depository in the aggregate principal amount of the applicable
Global Security or Securities and in exchange for such Global Security or Securities.




     (e) If at any time the Depository notifies the Company that it is unwilling or unable
to continue as Depository for the Bonds of Series LLL, or if at any time the Depository
shall no longer be registered as a clearing agency in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company
may appoint a successor Depository with respect to the Bonds of such Series. If a
successor Depository for the Bonds of such Series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition, the Company
will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and
delivery of definitive certificated Bonds of Series LLL, will authenticate and deliver
Bonds of such Series in definitive certificated form, in any authorized denominations, all
pursuant to the provisions of the Indenture, to the person or persons specified to the
Trustee in writing by the Depository in the aggregate principal amount of the applicable
Global Security or Securities and in exchange for such Global Security or Securities.




     (f) The Company may at any time and in its sole discretion determine that the Bonds
of Series LLL shall no longer be represented by a Global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of an Issuer Order for the
authentication and delivery of definitive certificated Bonds of such Series, will
authenticate and deliver Bonds of Series LLL in definitive certificated form, in any
authorized denominations, all pursuant to the provisions of



- 6 -









 







the Indenture, to the person or persons specified to the Trustee in writing by the
Depository in the aggregate principal amount of the Global Security or Securities and in
exchange for such Global Security or Securities.




     (g) Upon the exchange of any Global Security for the Bonds of Series LLL in
definitive certificated form, in authorized denominations, the Global Security or
Securities shall be cancelled by the Trustee.




     (h) Whenever the Depository requests the Company and the Trustee to do so, the
Trustee and the Company will cooperate with the Depository in taking appropriate action
after reasonable notice to (i) make available one or more separate Global Securities
evidencing the Bonds of Series LLL to any Participant having Bonds of such Series credited
to its account at the Depository, or (ii) arrange for another Depository to maintain
custody of the Global Security or Securities evidencing the Bonds of Series LLL.




     (i) In connection with any notice or other communication to be provided to holders of
the Bonds of Series LLL pursuant to the Indenture and this Supplemental Indenture by the
Company or the Trustee with respect to any consent or other action to be taken by holders
of the Bonds of such Series, the Company or the Trustee, as the case may be, shall
establish a record date for such consent or other action and give the Depository notice of
such record date not less than 15 calendar days in advance of such record date to the
extent possible. Such notice to the Depository shall be given only so long as a Depository
or its nominee is the sole holder of the Bonds of Series LLL.



     The Bonds of Series LLL and the Trustee’s certificate to be endorsed thereon shall be
substantially in the following form:



[The remainder of this page has been left blank intentionally.]




- 7 -









 








(Form of Face of the Bonds of Series LLL)



[Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered holder hereof, Cede & Co., has an interest herein.]1




			
	 
	No. LLL-R-
	 	$                    






CUSIP No: 263901 AA 8

ISIN: US263901AA85

Common Code: 038455184




Duke Energy Indiana, Inc.

First Mortgage Bond, Series LLL, 6.35%, 

Due August 15, 2038




     Duke Energy Indiana, Inc., an Indiana corporation (hereinafter called the “Company”), for
value received, hereby promises to pay to                     , or registered assigns, the principal sum
of                                          Dollars ($ ) on the fifteenth day of August, 2038 and to pay
interest on said sum from the date hereof, until said principal sum is paid, at the rate of 6.35%
per annum, payable semi-annually on the fifteenth day of February and August in each year. Both the
principal of and the interest on this bond shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and
private debts at the office or agency of the Company in Plainfield, Indiana, or, at the option of
the registered owner hereof, at the office or agency of the Company in the Borough of Manhattan,
the City of New York, State of New York, except that interest on this bond may be paid, at the
option of the Company, by check or draft mailed to the address of the person entitled thereto as it
appears on the books of the Company maintained for that purpose.



     REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF.
SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT
THIS PLACE.



     This bond shall not be valid or become obligatory for any purpose unless and until it shall
have been authenticated by the execution by the Trustee, or its successor in trust under the
Indenture, of the certificate endorsed hereon.





 




			
	1	 	This should be included only if the Bonds of Series
LLL are being issued in global form.




- 8 -









 










     In Witness Whereof, Duke Energy Indiana, Inc. has caused this bond to be executed in
its name by the manual or facsimile signature of its President or an Executive Vice President or
one of its Vice Presidents, and its corporate seal or a facsimile thereof to be hereto affixed and
attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.



     Dated as of:



	 	 	 	 	 
	 	Duke Energy Indiana, Inc.

 	 
	 	By  	 	 
	 	 	 	 
	 	 	                                        President 	 
	 



Attest:




                                        




                                        Secretary




- 9 -









 





(Form of Reverse of the Bonds of Series LLL)





     This bond is one of the bonds of the Company issued and to be issued from time to time under
and in accordance with and all secured by an indenture of mortgage or deed of trust, dated
September 1, 1939, from Public Service Company of Indiana (predecessor of the Company) to The First
National Bank of Chicago, as Trustee, to which LaSalle Bank National Association is successor
trustee (which indenture as amended by all supplemental indentures is hereinafter referred to as
the “Indenture”). Said Trustee or its successor in trust under the Indenture is hereinafter
sometimes referred to as the “Trustee.” Reference is hereby made to the Indenture for a description
of the property mortgaged and pledged and the nature and extent of the security for said bonds. By
the terms of the Indenture, the bonds secured thereby are issuable in series which may vary as to
date, amount, date of maturity, rate of interest and in other respects as in the Indenture
provided.



     This bond is one of a series designated as “Duke Energy Indiana, Inc. First Mortgage Bonds,
Series LLL, 6.35%, Due August 15, 2038” (hereinafter referred to as the “Bonds of Series LLL”) of
the Company issued under and secured by the Indenture and created by a Fifty-Seventh Supplemental
Indenture, dated as of August 21, 2008 (the “Fifty-Seventh Supplemental Indenture”), which also
amends the Indenture.



     The rights and obligations of the Company and of the bearers and registered owners of bonds
may be modified or amended with the consent of the Company by an affirmative vote of the bearers or
registered owners entitled to vote of at least seventy-five per centum (75%) in principal amount of
the bonds then outstanding at a meeting of bondholders called for the purpose (and by an
affirmative vote of the bearers or registered owners entitled to vote of at least seventy-five per
centum (75%) in principal amount of bonds of any series affected by such modification or amendment
in case one or more, but less than all, series of bonds are so affected), all in the manner and
subject to the limitations set forth in the Indenture, any consent by the bearer or registered
owner of any bond being conclusive and binding upon such bearer or registered owner and upon all
future bearers or registered owners of such bond, irrespective of whether or not any notation of
such consent is made on such bond; provided that no such modification or amendment shall, among
other things, extend the maturity or reduce the amount of, or reduce the rate of interest on, or
otherwise modify the terms of the payment of the principal of, or interest or premium (if any) on
this bond, which obligations are absolute and unconditional, or permit the creation of any lien
ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The
Fifty-Seventh Supplemental Indenture provides that at any time when no bonds issued under the
Indenture prior to the issuance of the “PSI Energy, Inc. First Mortgage Bonds, Series BBB, 8%, Due
July 15, 2009” are outstanding, the Company reserves the right to amend the Indenture, without the
consent or other action by the holders of the bonds outstanding at that time, to decrease the
seventy-five per centum (75%) vote requirement referred to above to sixty-six and two-thirds per
centum (66-2/3%).



- 10 -









 





     The Bonds of Series LLL may be redeemed at the option of the Company, as a whole or in part at
any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the
Bonds of Series LLL to be redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the redemption date),
discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 0.35% (35 basis points), plus, in each case,
accrued interest to the redemption date. For the avoidance of doubt, interest that is due and
payable on an interest payment date falling on or prior to a redemption date will be payable on
such interest payment date in accordance with the Bonds of Series LLL and the Indenture. The
Company shall notify the Trustee of the redemption price with respect to any redemption pursuant to
this paragraph promptly after the calculation thereof. The Trustee shall not be responsible for
calculating said redemption price.



     “Business Day” means any day other than a day on which banks in New York City are required or
authorized to be closed.



     “Comparable Treasury Issue” means the United States Treasury security or securities selected
by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining
term of the Bonds of Series LLL 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 a comparable maturity to the remaining term of the Bonds of Series LLL.



     “Comparable Treasury Price” means, with respect to any redemption date for the Bonds of Series
LLL, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation
Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.



     “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.



     “Reference Treasury Dealer” means each of Deutsche Bank Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and UBS Securities LLC, plus two other financial institutions
appointed by the Company at the time of any redemption or their affiliates which are primary U.S.
Government securities dealers, and their respective successors; provided, however, that if any of
the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in
the United States (a “Primary Treasury Dealer”), the Company shall 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



- 11 -









 







the Reference Treasury Dealers at 3:30 p.m. New York time on the third Business Day preceding
such redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (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.



     Notice of any redemption by the Company will be mailed at least 30 days but not more than 60
days before any redemption date to each holder of Bonds of Series LLL to be redeemed. If less than
all the Bonds of Series LLL are to be redeemed at the option of the Company, the Trustee shall
select, in such manner as it shall deem fair and appropriate, the Bonds of Series LLL to be
redeemed in whole or in part.



     Unless the Company defaults in payment of the redemption price, on and after any redemption
date, interest will cease to accrue on the Bonds of Series LLL or portions thereof called for
redemption.



     In the case of any of certain events of default specified in the Indenture, the principal of
this bond may be declared or may become due and payable prior to the stated date of maturity hereof
in the manner and with the effect provided in the Indenture.



     No recourse shall be had for the payment of the principal of or interest on this bond, or for
any claim based hereon, or otherwise in respect hereof or of the Indenture, to or against any
incorporator, shareholder, officer or director, past, present or future, of the Company or of any
predecessor or successor company, either directly or through the Company or such predecessor or
successor company, under any constitution or statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability of incorporators, shareholders, directors
and officers being waived and released by the registered owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the Indenture.



     The Bonds of Series LLL are issuable only in registered form without coupons. This bond is
transferable by the registered owner hereof, in person or by an attorney duly authorized, at the
principal office or place of business of LaSalle Bank National Association, the Trustee, or its
successor in trust under the Indenture, or, at the option of the registered owner, at the office or
agency of the Company in the Borough of Manhattan, the City of New York, State of New York, upon
the surrender and cancellation of this bond, and upon any such transfer a new registered bond or
bonds of the same series and maturity date and for the same aggregate principal amount will be
issued to the transferee in exchange herefor.



     The Bonds of Series LLL are issuable in denominations of $2,000 or multiples of $1,000 in
excess thereof as shall from time to time be determined and authorized by the Board of Directors of
the Company. In the manner and subject to the limitations provided



- 12 -









 







in the Indenture, Bonds of Series LLL are exchangeable as between authorized denominations,
upon presentation thereof for such purpose by the registered owner, at the principal office or
place of business of LaSalle Bank National Association, the Trustee, or its successor in trust
under the Indenture, or, at the option of the registered owner, at the office or agency of the
Company in the Borough of Manhattan, the City of New York, State of New York.



     No service charge will be made for any transfer or exchange of this bond, but the Company may
require a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.



(Form of Trustee’s Certificate)




TRUSTEE’S CERTIFICATE




     This bond is one of the Bonds of Series LLL designated therein referred to and described in
the within mentioned Indenture and Fifty-Seventh Supplemental Indenture.



	 	 	 	 	 
	 	LaSalle Bank National Association,



 as Trustee,

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



[The remainder of this page has been left blank intentionally.]




- 13 -









 









     Section 3. Each Bond of Series LLL issued prior to the first interest payment date shall be
dated as of August 21, 2008, and otherwise shall be dated as provided in Section 1 of Article II of
the Indenture.



     Section 4. All Bonds of Series LLL shall be due and payable on August 15, 2038, and shall
bear interest from the date thereof at the rate of 6.35% per annum, payable semi-annually on the
fifteenth day of February and August in each year, commencing February 15, 2009.



     Section 5. Subject to agreements with or the rules of the Depository or any successor
book-entry security system or similar system with respect to Global Securities, both the principal
of and the interest on the Bonds of Series LLL shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and
private debts, at the office or agency of the Company in Plainfield, Indiana, or, at the option of
the holder thereof, at the office or agency of the Company in the Borough of Manhattan, the City of
New York, State of New York, except that interest on the Bonds of Series LLL may be paid, at the
option of the Company, by check or draft mailed to the address of the person entitled thereto as it
appears on the books of the Company maintained for that purpose.



     Section 6. Definitive Bonds of Series LLL shall be issuable in denominations of $2,000 or
multiples of $1,000 in excess thereof, numbered consecutively from “LLL-R-1” upward.



     The Bonds of Series LLL shall be executed on behalf of the Company by the manual or facsimile
signature of its President or an Executive Vice President or one of its Vice Presidents and shall
have affixed thereto the seal of the Company or a facsimile thereof attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries and shall be authenticated
by the execution by the Trustee of the certificate endorsed on said bonds.



     No service charge will be made by the Company for the transfer or for the exchange of Bonds of
Series LLL except, in the case of transfer, a charge sufficient to reimburse the Company for any
tax or other governmental charge payable in connection therewith.



     Pursuant to the provisions of Section 11 of Article II of the Indenture, Bonds of Series LLL
may be issued in temporary form, and if temporary bonds be issued, the Company shall, with all
reasonable dispatch, at its own expense and without charge to the holders of the temporary bonds,
prepare and execute definitive Bonds of Series LLL and exchange the temporary bonds for such
definitive bonds in the manner provided for in said section, provided, however, no presentation or
surrender of temporary Bonds of Series LLL shall be necessary in order for the holders entitled to
interest thereon to receive such interest.



- 14 -









 





     Section 7. Article IX of the Indenture, “Maintenance and Renewal Fund and Sinking Fund
Provisions”, as heretofore amended or supplemented shall not apply to the Bonds of Series BBB or to
any subsequently created series of bonds (which includes the Bonds of Series LLL) from and after
the date on which no series of bonds created under the Indenture prior to the Bonds of Series BBB
are outstanding.



     Section 8. Section 22 of Article V of the Indenture as heretofore amended or supplemented
which, among other things, requires an inspection of the mortgaged property every two years by an
independent engineer, shall not apply to the Bonds of Series BBB or to any subsequently created
series of bonds (which includes the Bonds of Series LLL), from and after the date on which no
series of bonds created under the Indenture prior to the Bonds of Series BBB are outstanding.



     Section 9. The Company reserves the right, without consent or other action by the holders of
the Bonds of Series BBB or of any subsequently created series of bonds (which includes the Bonds of
Series LLL), to amend the Indenture, as heretofore amended or supplemented, at any time after all
bonds of any series created prior to the Bonds of Series BBB are no longer outstanding under the
Indenture, as follows:




(a) by substituting for the words “in principal amount not greater than sixty per
centum (60%) of” in Section 3 of Article IV thereof the following:




“in principal amount not greater than sixty-six and two-thirds per centum
(66-2/3%) of “.




(b) by substituting for the words “shall exceed sixty per centum (60%) of the
value of bondable property so acquired” in Section 9 of Article V thereof the
following:




“shall exceed sixty-six and two-thirds per centum (66-2/3%) of the value
of bondable property so acquired”.




(c) by substituting for the words “shall be deemed to be paid within the meaning
of this article; provided, that the date for the payment or redemption of such
bonds shall be not more than one (1) year after such moneys shall have been so set
apart or paid.” in the first paragraph of Article XIV thereof the following:




“shall be deemed to be paid within the meaning of this article.”.




(d) by substituting for the words “with the consent of holders of at least
seventy-five per centum (75%) in aggregate principal amount of the bonds at the
time outstanding;” in sub-section (a) of Section 3 of Article XVIII thereof the
following:



- 15 -









 






“with the consent of holders of at least sixty-six and two-thirds per
centum (66-2/3%) in aggregate principal amount of the bonds at the time
outstanding;”.




(e) by substituting for the words “holders (or persons entitled to vote the bonds)
of not less than seventy-five per centum (75%) in aggregate principal amount of the
bonds entitled to be voted” in sub-section (l) of Section 3 of Article XVIII
thereof the following:




“holders (or persons entitled to vote the bonds) of not less than
sixty-six and two-thirds per centum (66-2/3%) in aggregate principal
amount of the bonds entitled to be voted”.




(f) by substituting for the words “holders (or persons entitled to vote the bonds)
of at least seventy-five per centum (75%) in principal amount of the bonds
outstanding” in sub-section (m) of Section 3 of Article XVIII thereof the
following:




“holders (or persons entitled to vote the bonds) of at least sixty-six and
two-thirds per centum (66-2/3%) in principal amount of the bonds
outstanding”.



ARTICLE II.




Issuance of Bonds of Series LLL.




     Section 1. An initial issue of Bonds of Series LLL in the aggregate principal amount not
exceeding five hundred million dollars ($500,000,000), may be executed by the Company and delivered
to the Trustee for authentication, and shall be authenticated and delivered by the Trustee to or
upon the order of the Company (which authentication and delivery may be made without awaiting the
filing or recording of this Fifty-Seventh Supplemental Indenture), upon receipt by the Trustee of
the resolutions, certificates, orders, opinions and other instruments required by the provisions of
Section 2 of Article IV of the Indenture to be received by the Trustee as a condition to the
authentication and delivery by the Trustee of bonds pursuant to said Section 2.



     Section 2. Subject to the limitations provided in Section 24 of Article V of the Indenture,
additional Bonds of Series LLL may be issued by the Company under the provisions of Sections 2, 3
or 4 of Article IV of the Indenture.



- 16 -









 





ARTICLE III.




Indenture Amendments.




     Section 1. Article I of the Indenture, as heretofore amended, is hereby further amended (i)
by adding immediately after subdivision “(96)” thereof an additional subdivision numbered “(97)”
and reading as follows:




"(97) The term ‘Fifty-Seventh Supplemental Indenture’ shall mean the Fifty-Seventh
Supplemental Indenture executed by the Company and the Trustee, dated as of August 21,
2008, supplementing and amending the Indenture; and the term ‘Bonds of Series LLL’ shall
mean the ‘Duke Energy Indiana, Inc. First Mortgage Bonds, Series LLL, 6.35%, Due August 15,
2038’ created by the Fifty-Seventh Supplemental Indenture.”


and (ii) by changing the numbering of the present subdivision “(97)” thereof to “(98)”.




     Section 2. Subdivision (1) of Article I of the Indenture, as heretofore amended, is hereby
further amended by deleting said subdivision and inserting in lieu thereof the following
subdivision to read as follows:




     ”(1) The term ‘Company’ shall mean Public Service Company of Indiana, Inc. (successor
by consolidation to Public Service Company of Indiana) for the period of time prior to
April 20, 1990 and, as a result of a change of name, shall mean PSI Energy, Inc. for the
period of time from April 20, 1990 to and including September 30, 2006 and, as a result of
a further change of name, as of October 1, 2006 and thereafter, shall mean Duke Energy
Indiana, Inc. and, subject to Article XVI hereof, shall also include its successors and
assigns.”



     Section 3. Article VII of the Indenture, as heretofore amended, is hereby further amended by
inserting therein immediately after Section 41 thereof, a new section designated “Section 42” and
reading as follows:




     “Section 42. The Bonds of Series LLL may be redeemed at the option of the Company, as
a whole or in part at any time, at a redemption price equal to the greater of (1) 100% of
the principal amount of the Bonds of Series LLL to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to the redemption date), discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 0.35% (35 basis points), plus, in each case, accrued interest to the
redemption date. For the avoidance of doubt, interest that is due and payable on an
interest payment date falling on or prior to a redemption date will be payable on such
interest payment date in accordance with the Bonds of Series LLL and the Indenture. The
Company shall notify the Trustee of the redemption price with respect to any redemption
pursuant to this paragraph promptly after the



- 17 -









 







calculation thereof. The Trustee shall not be responsible for calculating said
redemption price.




     ’Business Day’ means any day other than a day on which banks in New York City are
required or authorized to be closed.




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




     ’Comparable Treasury Price’ means, with respect to any redemption date for the Bonds
of Series LLL, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Quotation Agent obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.




     ’Quotation Agent’ means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.




     ’Reference Treasury Dealer’ means each of Deutsche Bank Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, plus two other financial
institutions appointed by the Company at the time of any redemption or their affiliates
which are primary U.S. Government securities dealers, and their respective successors;
provided, however, that if any of the foregoing or their affiliates shall cease to be a
primary U.S. Government securities dealer in the United States (a “Primary Treasury
Dealer”), the Company shall 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 the
Reference Treasury Dealers at 3:30 p.m. New York time on the third Business Day preceding
such redemption date.




     ’Treasury Rate’ means, with respect to any redemption date, the rate per annum equal
to the semiannual equivalent yield to maturity or interpolated (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.



- 18 -









 






     Notice of any redemption by the Company will be mailed at least 30 days but not more
than 60 days before any redemption date to each holder of Bonds of Series LLL to be
redeemed. If less than all the Bonds of Series LLL are to be redeemed at the option of the
Company, the Trustee shall select, in such manner as it shall deem fair and appropriate,
the Bonds of Series LLL to be redeemed in whole or in part.




     Unless the Company defaults in payment of the redemption price, on and after any
redemption date, interest will cease to accrue on the Bonds of Series LLL or portions
thereof called for redemption.




     The Company shall indemnify and hold harmless the Trustee from any and all losses,
costs, damages, expenses, fees (including attorneys’ fees), court costs, judgments,
penalties, obligations, suits, disbursements and liabilities of any kind or character
whatsoever which may at any time be imposed upon, incurred by or asserted against the
Trustee by reason of or arising out of or caused, directly or indirectly by any act or
omission of the Trustee with respect to the foregoing Section 42, except for such that
would arise out of the willful misconduct or gross negligence of the Trustee and except for
costs and expenses arising in the ordinary course of the Trustee’s business.”.



     Section 4. The Bonds of Series LLL shall not be entitled to the benefit of a sinking fund.



ARTICLE IV.




Concerning the Trustee.




     The Trustee hereby accepts the trusts hereby declared and agrees to perform the same upon the
terms and conditions in the Indenture and in this Fifty-Seventh Supplemental Indenture set forth.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Fifty-Seventh Supplemental Indenture or the due execution hereof by the Company
or for or in respect of the recitals contained herein, all of which recitals are made by the
Company solely. In general, each and every term and condition contained in Article XVII of the
Indenture shall apply to this Fifty-Seventh Supplemental Indenture.



ARTICLE V.




Miscellaneous Provisions.




     Section 1. Wherever in the original Indenture or in any of the fifty-seven supplemental
indentures thereto reference is made to any article or section of the original



- 19 -









 







Indenture, such reference shall be deemed to refer to such article or section as amended by
such supplemental indentures.



     Section 2. Upon the execution and delivery hereof, the Indenture shall thereupon be deemed to
be amended as hereinabove set forth as fully and with the same effect as if the amendments made
hereby were set forth in the original Indenture and each of the fifty-seven supplemental indentures
to the Indenture shall henceforth be read, taken and construed as one and the same instrument; but
such amendments shall not operate so as to render invalid or improper any action heretofore taken
under the original Indenture or said supplemental indentures.



     Section 3. All the covenants, stipulations and agreements in this Fifty-Seventh Supplemental
Indenture contained are and shall be for the sole and exclusive benefit of the parties hereto,
their successors and assigns, and of the holders from time to time of the bonds.



     Section 4. The table of contents to, and the headings of the different articles of, this
Fifty-Seventh Supplemental Indenture are inserted for convenience of reference, and are not to be
taken to be any part of the provisions hereof, nor to control or affect the meaning, construction
or effect of the same.



     Section 5. This Fifty-Seventh Supplemental Indenture may be simultaneously executed in any
number of counterparts, and all such counterparts shall constitute but one and the same instrument.



     Section 6. Whenever a payment of principal or interest in respect of the Bonds of Series LLL
are due on any day other than a business day (as hereinafter defined), such payment shall be
payable on the first business day next following such date, and, in the case of a principal
payment, interest on such principal payment shall accrue to the date of such principal payment. For
the purposes of this Section 6 the term business day shall mean any day other than a day on which
the Trustee is authorized by law to close.



[The remainder of this page has been left blank intentionally.]




- 20 -









 








     In Witness Whereof, said Duke Energy Indiana, Inc. has caused this instrument to be
executed in its corporate name by its President or one of its Vice Presidents and to be attested by
its Secretary or one of its Assistant Secretaries and said LaSalle Bank National Association has
caused this instrument to be executed in its corporate name by one of its First Vice Presidents and
to be attested by one of its Assistant Secretaries, in several counterparts, all as of the day and
year first above written.



	 	 	 	 	 
	 

	 	 	 	Duke Energy Indiana, Inc.
	 
	 	 	 	 
	(Corporate Seal)

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Stephen G. De May
	 

	 	 	 	Vice President and Treasurer






Attest:




                                                            

Robert T. Lucas III, Assistant Secretary




Signed and delivered by Duke Energy Indiana, Inc.

     in the presence of:




                                                            

Jennie M. Raine, Witness




                                                            

Delcia S. Dunlap, Witness




- 21 -









 





	 	 	 	 	 
	 

	 	 	 	LaSalle Bank National Association,

solely as Trustee and not in its individual

capacity
	 
	 	 	 	 
	(Corporate Seal)

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Margaret M. Muir
	 

	 	 	 	Vice President






Attest:




                                                            

Alice M. Wolan, Assistant Secretary




                                                            

Signed and delivered by LaSalle Bank National

     Association in the presence of:




                                                            

Frank A. Pierson, Witness




                                                            

Alvita C. Griffin, Witness




- 22 -









 





	 	 	 	 	 
	State of North Carolina

	 	)	 	 
	 

	 	) ss: 
	 	
	County of Mecklenburg 

	 	)	 	 






     Be It Remembered, that on this 20th day of August, 2008, before me, the undersigned,
a notary public in and for the County and State aforesaid, duly commissioned and qualified,
personally appeared Stephen G. De May and Robert T. Lucas III, personally known to me to be the
same persons whose names are subscribed to the foregoing instrument, and personally known to me to
be the Vice President and Treasurer, and an Assistant Secretary, respectively, of Duke Energy
Indiana, Inc., an Indiana corporation, and acknowledged that they signed and delivered said
instrument as their free and voluntary act as such Vice President and Treasurer, and Assistant
Secretary, respectively, and as the free and voluntary act of said Duke Energy Indiana, Inc., for
the uses and purposes therein set forth; in pursuance of the power and authority granted to them by
resolution of the Board of Directors of said Company.



     In Witness Whereof, I have hereunto set my hand and affixed my notarial seal the day
and year aforesaid.



(Notarial Seal)




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






Patti C. Ross, Notary

My commission expires: 10-17-2009

County of residence: Mecklenburg




- 23 -









 





	 	 	 	 	 	 	 
	State Of Illinois

	 	 	)

)	 ss:	 	
	County Of Cook

	 	 	)	 	 	 






     Be It Remembered, that on this 20th day of August, 2008, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly commissioned and
qualified, personally appeared Margaret M. Muir and Alice M. Wolan personally known to me to be the
same persons whose names are subscribed to the foregoing instrument, and personally known to me to
be a Vice President and an Assistant Secretary, respectively, of LaSalle Bank National Association,
a national banking association, and acknowledged that they signed and delivered said instrument as
their free and voluntary act as such Vice President and Assistant Secretary, respectively, and as
the free and voluntary act of said LaSalle Bank National Association, for the uses and purposes
therein set forth; in pursuance of the power and authority granted to them by the bylaws of said
association.



     In Witness Whereof, I have hereunto set my hand and affixed my notarial seal the day
and year aforesaid.



(Notarial Seal)




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






Nancy Lang Bowen, Notary

My commission expires: 09-23-2009

County of residence: Cook





- 24 -