Exhibit 4.1


 


 


DUKE ENERGY CORPORATION


 


TO


 


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


 


Trustee


 





 



 


Twenty-seventh Supplemental
Indenture

Dated as of June 15, 2022


 





 



 


€600,000,000
3.10% SENIOR NOTES DUE 2028 


€500,000,000
3.85% SENIOR NOTES DUE 2034


 


 






    


     


    

 


TABLE
OF CONTENTS1


 


ARTICLE I


 


3.10% SENIOR NOTES
DUE 2028


 


	Section 1.01.	     Establishment	1
	Section 1.02.	     Definitions	2
	Section 1.03.	     Payment of Principal and Interest	2
	Section 1.04.	     Denominations	3
	Section 1.05.	     Global Securities	3
	Section 1.06.	     Redemption	4
	Section 1.07.	     Optional Redemption for Tax Reasons	5
	Section 1.08.	     Payment of Additional Amounts	5
	Section 1.09.	     Paying Agent	7




 


ARTICLE II


 


3.85% SENIOR NOTES
DUE 2034


 


	Section 2.01.	     Establishment	7
	Section 2.02.	     Definitions	8
	Section 2.03.	     Payment of Principal and Interest	8
	Section 2.04.	     Denominations	9
	Section 2.05.	     Global Securities	9
	Section 2.06.	     Redemption	10
	Section 2.07.	     Optional Redemption for Tax Reasons	11
	Section 2.08.	     Payment of Additional Amounts	11
	Section 2.09.	     Paying Agent	13




 


ARTICLE III


 


MISCELLANEOUS PROVISIONS


 


	Section 3.01.	     Recitals by the Corporation	13
	Section 3.02.	     Ratification and Incorporation of Original Indenture	13
	Section 3.03.	     Instructions to Trustee	13
	Section 3.04.	     Executed in Counterparts; Electronic Signatures	14




 


Exhibit A – Form of
3.10% Senior Notes due 2028 


Exhibit B – Certificate of
Authentication 


Exhibit C– Form of 3.85%
Senior Notes due 2034 


Exhibit D – Certificate of
Authentication


 





 



 


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


 






    i


     


    

 


THIS
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE is made as of the 15th day of June, 2022, by and among
DUKE ENERGY CORPORATION, a Delaware corporation, having its principal office at 526 South Church Street, Charlotte, North Carolina
28202-1803 (the “Corporation”), The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.), a national banking association, as Trustee (herein called the “Trustee”).


 


WITNESSETH:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE I


 


3.10%
SENIOR NOTES DUE 2028


 


Section 1.01.     Establishment.
There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Corporation’s
3.10% Senior Notes due 2028 (the “2028 Notes”).


 


There
are to be authenticated and delivered initially €600,000,000 principal amount of the 2028 Notes, and no further 2028 Notes shall
be authenticated and delivered except as provided by Section 304, 305, 306, 906 or 1106 of the Original Indenture and the last paragraph
of Section 301 thereof.  The 2028 Notes shall be issued in fully registered form without coupons.


 


The
2028 Notes shall be in substantially the form set out in Exhibit A hereto, and the form of the Trustee’s Certificate of Authentication
for the 2028 Notes shall be in substantially the form set forth in Exhibit B hereto.


 






    


     


    

 


Each
2028 Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from
the most recent Interest Payment Date to which interest has been paid or duly provided for.


 


Section 1.02.     Definitions.
The following defined terms used in this Article I shall, unless the context otherwise requires, have the meanings specified below
for purposes of the 2028 Notes.  Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Original Indenture.


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banking institutions in New York, New York or London,
England are authorized or required by law, regulation or executive order to close, and is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.


 


“Clearstream”
means Clearstream Banking, société anonyme.


 


“Depositary”
means, with respect to 2028 Notes issuable in whole or in part in the form of one or more Global Securities, a common depositary for
the accounts of Clearstream and Euroclear, which initially shall be The Bank of New York Mellon, London Branch.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


“Interest
Payment Date” means each June 15 of each year, commencing on June 15, 2023.


 


“Original
Issue Date” means June 15, 2022.


 


“Regular
Record Date” means, with respect to each Interest Payment Date, the close of business on the Business Day (for this purpose, a
day on which Clearstream and Euroclear are open for business) immediately preceding the relevant interest payment date.


 


“Stated
Maturity” means June 15, 2028.


 


Section 1.03.     Payment
of Principal and Interest. The principal of the 2028 Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid
principal amount of the 2028 Notes shall bear interest at the rate of 3.10% per annum until paid or duly provided for, such interest
to accrue from June 15, 2022 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. 
Interest shall be paid annually in arrears on each Interest Payment Date to the Person or Persons in whose name the 2028 Notes are registered
on the applicable Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity or on a Redemption
Date as provided herein shall be paid to the Person to whom principal is payable.  Any such interest that is not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person
or Persons in whose name the 2028 Notes are registered at the close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee (“Special Record Date”), notice whereof shall be given to Holders of the 2028 Notes not
less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the 2028 Notes may be listed, and upon such notice as may be required by
any such exchange, all as more fully provided in the Original Indenture.


 


Payments
of interest on the 2028 Notes shall include interest accrued to but excluding the respective Interest Payment Date.  Interest on
the 2028 Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the
actual number of days from and including the last date on which interest was paid on the 2028 Notes (or June 15, 2022, if no interest
has been paid on the applicable series of 2028 Notes), to, but excluding, the next scheduled interest payment date. This payment convention
is referred to as Actual/Actual (ICMA) as defined in the rulebook of the International Capital Market Association.


 






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If
any Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next
date that is a Business Day and no interest will accrue on the amounts payable from and after such interest payment date to the next
business day. If the Stated Maturity or Redemption Date of the 2028 Notes falls on a day that is not a Business Day, the related payment
of principal, premium, if any, and interest will be made on the next Business Day as if it were made on the date such payment was due,
and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.


 


Payment
of principal of, premium, if any, and interest on the 2028 Notes shall be made in euro.  If, on or after the date of issue of the
2028 Notes, the Corporation is unable to obtain euro in amounts sufficient to make a required payment under the 2028 Notes due to the
imposition of exchange controls or other circumstances beyond our control (including the dissolution of the European Monetary Union)
or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency
or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect
of the 2028 Notes will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the amount
payable on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors of the U.S. Federal Reserve
System as of the close of business on the second business day prior to the relevant payment date or, in the event the Board of Governors
of the U.S. Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange
rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event
The Wall Street Journal has not published such exchange rate, the rate will be determined by the Corporation in its sole discretion on
the basis of the most recently available market exchange rate for euros. Any payment in respect of the 2028 Notes so made in U.S. dollars
would not constitute an event of default under the Original Indenture. The Trustee shall have no responsibility for any calculation or
conversion in connection with the foregoing.


 


Payments
of principal of, premium, if any, and interest on 2028 Notes represented by a Global Security shall be made by wire transfer of immediately
available funds to the Holder of such Global Security. If any of the 2028 Notes are no longer represented by a Global Security, (i) payments
of principal, premium, if any, and interest due at the Stated Maturity or earlier redemption of such 2028 Notes shall be made at the
office of the Paying Agent upon surrender of such 2028 Notes to the Paying Agent and (ii) payments of interest shall be made, at
the option of the Corporation, subject to such surrender where applicable, by (A) check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (B) wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment
by the Person entitled thereto.


 


Section 1.04.     Denominations.
The 2028 Notes shall be issued in denominations of €100,000 and integral multiples of €1,000 in excess thereof.


 


Section 1.05.     Global
Securities. The 2028 Notes shall initially be issued in the form of one or more Global Securities registered in the name of the Depositary
or its nominee.  Except under the limited circumstances described below, 2028 Notes represented by such Global Security or Global
Securities shall not be exchangeable for, and shall not otherwise be issuable as, 2028 Notes in definitive form.  The Global Securities
described in this Article I may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.


 






    3


     


    

 


A
Global Security representing the 2028 Notes shall be exchangeable for 2028 Notes registered in the names of persons other than the Depositary
or its nominee only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as a Depositary for
such Global Security and no successor Depositary shall have been appointed by the Corporation within 90 days of receipt by the Corporation
of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when
the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the
Corporation within 90 days after it becomes aware of such cessation, (ii) an Event of Default
has occurred and is continuing with respect to the 2028 Notes and beneficial owners of a majority in aggregate principal amount of the
2028 Notes represented by Global Securities advise the Depositary to cease acting as Depositary, or (iii) the Corporation in its
sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable. 
Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2028 Notes registered in such names
as the Depositary shall direct.


 


Section 1.06.     Redemption.
The Corporation may redeem the 2028 Notes prior to March 15, 2028 (the “2028 Par Call Date”), in whole, at any time,
or in part, from time to time, at the option of the Corporation, for cash on any date (a “Redemption Date”), at a redemption
price equal to the greater of (i) 100% of the principal amount of the 2028 Notes to be redeemed and (ii) an amount determined
by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and
interest thereon (not including any portion of such payments of interest accrued to the date of redemption) to the 2028 Par Call Date,
discounted to the Redemption Date on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate), plus 30 basis points,
plus, in either case, accrued and unpaid interest on the principal amount thereon to, but not including, such Redemption Date.


 


On
or after the 2028 Par Call Date, the Corporation may redeem the 2028 Notes, in whole, at any time, or in part, from time to time, at
the option of the Corporation, for cash, at a redemption price equal to 100% of the principal amount of the 2028 Notes being redeemed
plus accrued and unpaid interest on the principal amount of the 2028 Notes to, but not including, such Redemption Date.


 


The
principal amount of any 2028 Note remaining outstanding after a redemption in part shall be €100,000 or a higher integral multiple
of €1,000. Notwithstanding the foregoing, installments of interest on any 2028 Note that are due and payable on interest payment
dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close
of Business on the relevant record date.


 


For
purposes of the first paragraph of this Section 1.06, the following terms have the following meanings:


 


“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment
bank selected by the Corporation (the “Quotation Agent”), a German government bond whose maturity is closest to the 2028
Par Call Date, or if such Quotation Agent in its discretion determines that such similar bond is not in issue, such other German government
bond as such Quotation Agent may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the
Corporation, determine to be appropriate for determining the Comparable Government Bond Rate.


 






    4


     


    

 


“Comparable
Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards),
at which the gross redemption yield on the 2028 Notes to be redeemed, if they were to be purchased at such price on the third business
day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government
Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on such business
day as determined by the Quotation Agent selected by the Corporation.


 


The
Corporation shall notify the Trustee of the redemption price with respect to any redemption of the 2028 Notes occurring before the 2028
Par Call Date promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption price.


 


If
less than all of the 2028 Notes are to be redeemed, the 2028 Notes or portions of 2028 Notes to be redeemed in amounts of €100,000
or any integral multiple of €1,000 in excess thereof shall be selected for redemption in accordance with the standard procedures
of the Depositary.


 


The
2028 Notes shall not have a sinking fund.


 


Section 1.07.     Optional
Redemption for Tax Reasons. The 2028 Notes may be redeemed at the Corporation’s option in whole, but not in part, on not less
than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of the 2028 Notes, together with accrued and unpaid
interest, if any, to, but excluding, the Redemption Date if, as a result of any change in, or amendment to, the laws, regulations or
rulings of the United States (or any political subdivision or taxing authority thereof or therein having power to tax), or any change
in official position regarding application or interpretation of those laws, regulations or rulings (including a holding by a court of
competent jurisdiction), which change, amendment, application or interpretation is announced or becomes effective on or after the original
issue date with respect to the Notes, the Corporation becomes or, based upon a written opinion of independent counsel selected by the
Corporation, will become obligated to pay additional amounts


 


Section 1.08.     Payment
of Additional Amounts.


 


(a)            The
Corporation will, subject to the exceptions and limitations set forth below, pay as additional interest in respect of the 2028 Notes
such additional amounts as are necessary in order that the net payment by the Corporation of the principal of, premium, if any, and interest
in respect of the 2028 Notes to a holder who is not a United States person, after withholding or deduction for any present or future
tax, assessment, duties or other governmental charge imposed by the United States (or any political subdivision or taxing authority thereof
or therein having power to tax), will not be less than the amount provided in the 2028 Notes to be then due and payable; provided, however,
that the foregoing obligation to pay additional amounts shall not apply:


 


1)
    to the extent any tax, assessment or other governmental charge would not have been imposed but for the holder (or the beneficial owner
for whose benefit such holder holds such 2028 Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the
holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary
holder, being considered as:


 


		a.	being or having been engaged in a trade
                                            or business in the United States or having or having had a permanent establishment in the
                                            United States;



 


		b.	having a current or former connection
                                            with the United States (other than a connection arising solely as a result of the ownership
                                            of the notes, the receipt of any payment in respect of the notes or the enforcement of any
                                            rights hereunder), including being or having been a citizen or resident of the United States;



 






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		c.	being or having been a personal holding
                                            company, a passive foreign investment company or a controlled foreign corporation for U.S.
                                            federal income tax purposes, a foreign tax-exempt organization, or a corporation
                                            that has accumulated earnings to avoid U.S. federal income tax;



 


		d.	being or having been a “10-percent shareholder”
                                            of the Corporation as defined in section 871(h)(3) of the United States Internal Revenue
                                            Code of 1986, as amended (the “Code”) or any successor provision; or



 


		e.	being a bank receiving payments on an
                                            extension of credit made pursuant to a loan agreement entered into in the ordinary course
                                            of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor
                                            provision;



 


		2)	to any holder that is not the sole
                                            beneficial owner of the 2028 Notes, or a portion of the 2028 Notes, or that is a fiduciary,
                                            partnership, limited liability company or other fiscally transparent entity, but only to
                                            the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with
                                            respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability
                                            company or other fiscally transparent entity would not have been entitled to the payment
                                            of an additional amount had the beneficiary, settlor, beneficial owner or member received
                                            directly its beneficial or distributive share of the payment;



 


		3)	to the extent any tax, assessment or
                                            other governmental charge that would not have been imposed but for the failure of the holder
                                            or any other person to comply with certification, identification or information reporting
                                            requirements concerning the nationality, residence, identity or connection with the United
                                            States of the holder or beneficial owner of the 2028 Notes, if compliance is required by
                                            statute, by regulation of the United States or any taxing authority therein or by an applicable
                                            income tax treaty to which the United States is a party as a precondition to exemption from
                                            such tax, assessment or other governmental charge;



 


		4)	to any tax, assessment or other governmental
                                            charge that is imposed otherwise than by withholding by us or a paying agent from the payment;



 


		5)	to any tax, assessment or other governmental
                                            charge required to be withheld by any paying agent from any payment of principal of or interest
                                            on any 2028 Notes, if such payment can be made without such withholding by any other paying
                                            agent;



 


		6)	to any estate, inheritance, gift, sales,
                                            transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
                                            governmental charge, or excise tax imposed on the transfer of notes;



 


		7)	to the extent any tax, assessment or
                                            other governmental charge would not have been imposed but for the presentation by the holder
                                            of any 2028 Note, where presentation is required, for payment on a date more than 30 days
                                            after the date on which payment became due and payable or the date on which payment thereof
                                            is duly provided for, whichever occurs later except to the extent that the beneficiary or
                                            holder thereof would have been entitled to the payment of additional amounts had such Note
                                            been presented for payment on any day during such 30-day period;



 


		8)	to any tax, assessment or other governmental
                                            charge imposed under sections 1471 through 1474 of the Code (or any amended or successor
                                            provisions), any current or future regulations or official interpretations thereof, any agreement
                                            entered into pursuant to section 1471(b) of the Code or any fiscal or regulatory legislation,
                                            rules or practices adopted pursuant to any intergovernmental agreement entered into
                                            in connection with the implementation of such sections of the Code, whether currently in
                                            effect or as published and amended from time to time;



 






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		9)	to any tax, assessment or other governmental
                                            charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative
                                            or judicial interpretation that becomes effective more than 15 days after the payment becomes
                                            due or is duly provided for, whichever occurs later; or



 


		10)	in the case of any combination of
                                            the above numbered items.



 


(b)            The
2028 Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable
to the 2028 Notes. Except as specifically provided under this Section 1.08, the Company will not be required to make any payment
for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in
any government or political subdivision.


 


(c)            As
used under this Section 1.08, the term “United States” means the United States of America (including the states of the
United States and the District of Columbia and any political subdivision thereof) and the term “United States person” means
(i) any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District
of Columbia (other than a partnership that is not treated as a United States person for U.S. federal income tax purposes), (iii) any
estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust (a) with
respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United
States persons have the authority to control all of its substantial decisions or (b) that was in existence on August 20, 1996
and has a valid election in effect under applicable Treasury regulations to be treated as a United States person.


 


Section 1.09.     Paying
Agent. The Bank of New York Mellon, London Branch shall initially serve as Paying Agent with respect to the 2028 Notes, with the
Place of Payment initially being London, England.


 


ARTICLE II


 


3.85%
SENIOR NOTES DUE 2034


 


Section 2.01.     Establishment.
There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Corporation’s
3.85% Senior Notes due 2034 (the “2034 Notes”).


 


There
are to be authenticated and delivered initially €500,000,000 principal amount of the 2034 Notes, and no further 2034 Notes shall
be authenticated and delivered except as provided by Section 304, 305, 306, 906 or 1106 of the Original Indenture and the last paragraph
of Section 301 thereof.  The 2034 Notes shall be issued in fully registered form without coupons.


 


The
2034 Notes shall be in substantially the form set out in Exhibit A hereto, and the form of the Trustee’s Certificate of Authentication
for the 2034 Notes shall be in substantially the form set forth in Exhibit b hereto.


 


Each
2034 Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from
the most recent Interest Payment Date to which interest has been paid or duly provided for.


 






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Section 2.02.     Definitions.
The following defined terms used in this Article II shall, unless the context otherwise requires, have the meanings specified below
for purposes of the 2034 Notes.  Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Original Indenture.


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banking institutions in New York, New York or London,
England are authorized or required by law, regulation or executive order to close, and is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.


 


“Clearstream”
means Clearstream Banking, société anonyme.


 


“Depositary”
means, with respect to 2034 Notes issuable in whole or in part in the form of one or more Global Securities, a common depositary for
the accounts of Clearstream and Euroclear, which initially shall be The Bank of New York Mellon, London Branch.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


“Interest
Payment Date” means each June 15 of each year, commencing on June 15, 2023.


 


“Original
Issue Date” means June 15, 2022.


 


“Regular
Record Date” means, with respect to each Interest Payment Date, the close of business on the Business Day (for this purpose, a
day on which Clearstream and Euroclear are open for business) immediately preceding the relevant interest payment date.


 


“Stated
Maturity” means June 15, 2034.


 


Section 2.03.     Payment
of Principal and Interest. The principal of the 2034 Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid
principal amount of the 2034 Notes shall bear interest at the rate of 3.85% per annum until paid or duly provided for, such interest
to accrue from June 15, 2022 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. 
Interest shall be paid annually in arrears on each Interest Payment Date to the Person or Persons in whose name the 2034 Notes are registered
on the applicable Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity or on a Redemption
Date as provided herein shall be paid to the Person to whom principal is payable.  Any such interest that is not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person
or Persons in whose name the 2034 Notes are registered at the close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee (“Special Record Date”), notice whereof shall be given to Holders of the 2034 Notes not
less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the 2034 Notes may be listed, and upon such notice as may be required by
any such exchange, all as more fully provided in the Original Indenture.


 


Payments
of interest on the 2034 Notes shall include interest accrued to but excluding the respective Interest Payment Date.  Interest on
the 2034 Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the
actual number of days from and including the last date on which interest was paid on the 2034 Notes (or June 15, 2022, if no interest
has been paid on the applicable series of 2034 Notes), to, but excluding, the next scheduled interest payment date. This payment convention
is referred to as Actual/Actual (ICMA) as defined in the rulebook of the International Capital Market Association.


 






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If
any Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next
date that is a Business Day and no interest will accrue on the amounts payable from and after such interest payment date to the next
business day. If the Stated Maturity or Redemption Date of the 2034 Notes falls on a day that is not a Business Day, the related payment
of principal, premium, if any, and interest will be made on the next Business Day as if it were made on the date such payment was due,
and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.


 


Payment
of principal of, premium, if any, and interest on the 2034 Notes shall be made in euro.  If, on or after the date of issue of the
2034 Notes, the Corporation is unable to obtain euro in amounts sufficient to make a required payment under the 2034 Notes due to the
imposition of exchange controls or other circumstances beyond our control (including the dissolution of the European Monetary Union)
or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency
or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect
of the 2034 Notes will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the amount
payable on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors of the U.S. Federal Reserve
System as of the close of business on the second business day prior to the relevant payment date or, in the event the Board of Governors
of the U.S. Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange
rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event
The Wall Street Journal has not published such exchange rate, the rate will be determined by the Corporation in its sole discretion on
the basis of the most recently available market exchange rate for euros. Any payment in respect of the 2034 Notes so made in U.S. dollars
would not constitute an event of default under the Original Indenture. The Trustee shall have no responsibility for any calculation or
conversion in connection with the foregoing.


 


Payments
of principal of, premium, if any, and interest on 2034 Notes represented by a Global Security shall be made by wire transfer of immediately
available funds to the Holder of such Global Security. If any of the 2034 Notes are no longer represented by a Global Security, (i) payments
of principal, premium, if any, and interest due at the Stated Maturity or earlier redemption of such 2034 Notes shall be made at the
office of the Paying Agent upon surrender of such 2034 Notes to the Paying Agent and (ii) payments of interest shall be made, at
the option of the Corporation, subject to such surrender where applicable, by (A) check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (B) wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment
by the Person entitled thereto.


 


Section 2.04.     Denominations.
The 2034 Notes shall be issued in denominations of €100,000 and integral multiples of €1,000 in excess thereof.


 


Section 2.05.     Global
Securities. The 2034 Notes shall initially be issued in the form of one or more Global Securities registered in the name of the Depositary
or its nominee.  Except under the limited circumstances described below, 2034 Notes represented by such Global Security or Global
Securities shall not be exchangeable for, and shall not otherwise be issuable as, 2034 Notes in definitive form.  The Global Securities
described in this Article I may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.


 






    9


     


    

 



 


A
Global Security representing the 2034 Notes shall be exchangeable for 2034 Notes registered in the names of persons other than the Depositary
or its nominee only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as a Depositary for
such Global Security and no successor Depositary shall have been appointed by the Corporation within 90 days of receipt by the Corporation
of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when
the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the
Corporation within 90 days after it becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing
with respect to the 2034 Notes and beneficial owners of a majority in aggregate principal amount of the 2034 Notes represented by Global
Securities advise the Depositary to cease acting as Depositary, or (iii) the Corporation in its sole discretion, and subject to the
procedures of the Depositary, determines that such Global Security shall be so exchangeable.  Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for 2034 Notes registered in such names as the Depositary shall direct.


 


Section 2.06.     Redemption.
The Corporation may redeem the 2034 Notes prior to March 15, 2034 (the “2034 Par Call Date”), in whole, at any time,
or in part, from time to time, at the option of the Corporation, for cash on any date (a “Redemption Date”), at a redemption
price equal to the greater of (i) 100% of the principal amount of the 2034 Notes to be redeemed and (ii) an amount determined
by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and interest
thereon (not including any portion of such payments of interest accrued to the date of redemption) to the 2034 Par Call Date, discounted
to the Redemption Date on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate), plus 40 basis points, plus, in
either case, accrued and unpaid interest on the principal amount thereon to, but not including, such Redemption Date.


 


On or after the 2034 Par Call
Date, the Corporation may redeem the 2034 Notes, in whole, at any time, or in part, from time to time, at the option of the Corporation,
for cash, at a redemption price equal to 100% of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest
on the principal amount of the 2034 Notes to, but not including, such Redemption Date.


 


The principal amount of any
2034 Note remaining outstanding after a redemption in part shall be €100,000 or a higher integral multiple of €1,000. Notwithstanding
the foregoing, installments of interest on any 2034 Note that are due and payable on interest payment dates falling on or prior to a redemption
date will be payable on the interest payment date to the registered holders as of the close of Business on the relevant record date.


 


For purposes of the first
paragraph of this Section 2.06, the following terms have the following meanings:


 


“Comparable Government
Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank
selected by the Corporation (the “Quotation Agent”), a German government bond whose maturity is closest to the 2034 Par Call
Date, or if such Quotation Agent in its discretion determines that such similar bond is not in issue, such other German government bond
as such Quotation Agent may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Corporation,
determine to be appropriate for determining the Comparable Government Bond Rate.


 


“Comparable Government
Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which
the gross redemption yield on the 2034 Notes to be redeemed, if they were to be purchased at such price on the third business day prior
to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond
on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on such business
day as determined by the Quotation Agent selected by the Corporation.


 






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The Corporation shall notify
the Trustee of the redemption price with respect to any redemption of the 2034 Notes occurring before the 2034 Par Call Date promptly
after the calculation thereof. The Trustee shall not be responsible for calculating said redemption price.


 


If less than all of the 2034
Notes are to be redeemed, the 2034 Notes or portions of 2034 Notes to be redeemed in amounts of €100,000 or any integral multiple
of €1,000 in excess thereof shall be selected for redemption in accordance with the standard procedures of the Depositary.


 


The 2034 Notes shall not have
a sinking fund.


 


Section 2.07.     Optional
Redemption for Tax Reasons. The 2034 Notes may be redeemed at the Corporation’s option in whole, but not in part, on not less
than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of the 2034 Notes, together with accrued and unpaid
interest, if any, to, but excluding, the Redemption Date if, as a result of any change in, or amendment to, the laws, regulations or rulings
of the United States (or any political subdivision or taxing authority thereof or therein having power to tax), or any change in official
position regarding application or interpretation of those laws, regulations or rulings (including a holding by a court of competent jurisdiction),
which change, amendment, application or interpretation is announced or becomes effective on or after the original issue date with respect
to the Notes, the Corporation becomes or, based upon a written opinion of independent counsel selected by the Corporation, will become
obligated to pay additional amounts.


 


Section 2.08.     Payment
of Additional Amounts.


 


(a)            The
Corporation will, subject to the exceptions and limitations set forth below, pay as additional interest in respect of the 2034 Notes such
additional amounts as are necessary in order that the net payment by the Corporation of the principal of, premium, if any, and interest
in respect of the 2034 Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax,
assessment, duties or other governmental charge imposed by the United States (or any political subdivision or taxing authority thereof
or therein having power to tax), will not be less than the amount provided in the 2034 Notes to be then due and payable; provided, however,
that the foregoing obligation to pay additional amounts shall not apply:


 


1) to the
extent any tax, assessment or other governmental charge would not have been imposed but for the holder (or the beneficial owner for whose
benefit such holder holds such 2034 Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is
an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder,
being considered as:


 


		a.	being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the
United States;



 


		b.	having a current or former connection with the United States (other than a connection arising solely as a result of the ownership
of the notes, the receipt of any payment in respect of the notes or the enforcement of any rights hereunder), including being or having
been a citizen or resident of the United States;



 


		c.	being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S.
federal income tax purposes, a foreign tax-exempt organization, or a corporation that has accumulated earnings to avoid U.S.
federal income tax;



 






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		d.	being or having been a “10-percent shareholder” of the Corporation as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or



 


		e.	being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of
its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;



 


		2)	to any holder that is not the sole beneficial owner of the 2034 Notes, or a portion of the 2034 Notes, or that is a fiduciary, partnership,
limited liability company or other fiscally transparent entity, but only to the extent that a beneficial owner with respect to the holder,
a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company
or other fiscally transparent entity would not have been entitled to the payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive share of the payment;



 


		3)	to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder
or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the holder or beneficial owner of the 2034 Notes, if compliance is required by statute,
by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is
a party as a precondition to exemption from such tax, assessment or other governmental charge;



 


		4)	to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the
payment;



 


		5)	to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or
interest on any 2034 Notes, if such payment can be made without such withholding by any other paying agent;



 


		6)	to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge, or excise tax imposed on the transfer of notes;



 


		7)	to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder
of any 2034 Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and
payable or the date on which payment thereof is duly provided for, whichever occurs later except to the extent that the beneficiary or
holder thereof would have been entitled to the payment of additional amounts had such Note been presented for payment on any day during
such 30-day period;



 


		8)	to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the Code (or any amended or successor
provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of
the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code, whether currently in effect or as published and amended from
time to time;



 


		9)	to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for,
whichever occurs later; or



 






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		10)	in the case of any combination of the above numbered items.



 


(b)            The
2034 Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable
to the 2034 Notes. Except as specifically provided under this Section 2.08, the Company will not be required to make any payment
for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in
any government or political subdivision.


 


(c)            As
used under this Section 2.08, the term “United States” means the United States of America (including the states of the
United States and the District of Columbia and any political subdivision thereof) and the term “United States person” means
(i) any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District
of Columbia (other than a partnership that is not treated as a United States person for U.S. federal income tax purposes), (iii) any
estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust (a) with
respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United
States persons have the authority to control all of its substantial decisions or (b) that was in existence on August 20, 1996
and has a valid election in effect under applicable Treasury regulations to be treated as a United States person


 


Section 2.09.     Paying
Agent. The Bank of New York Mellon, London Branch shall initially serve as Paying Agent with respect to the 2034 Notes, with the Place
of Payment initially being London, England.


 


ARTICLE III


 


MISCELLANEOUS
PROVISIONS


 


Section 3.01.     Recitals
by the Corporation. The recitals in this Twenty-seventh Supplemental Indenture are made by the Corporation only and not by the Trustee,
and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the
Trustee shall be applicable in respect of the 2028 Notes, the 2034 Notes and this Twenty-seventh Supplemental Indenture as fully and with
like effect as if set forth herein in full.


 


Section 3.02.     Ratification
and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed,
and the Original Indenture and this Twenty-seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument.


 


Section 3.03.     Instructions
to Trustee. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Twenty-seventh Supplemental Indenture and delivered using Electronic Means; provided, however, that the Corporation
shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the
Corporation whenever a person is to be added or deleted from the listing. If the Corporation elects to give the Trustee Instructions using
Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions
shall be deemed controlling. The Corporation understands and agrees that the Trustee cannot determine the identity of the actual sender
of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer
listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Corporation shall be responsible
for ensuring that only Authorized Officers transmit such Instructions to the Corporate Trustee and that the Corporation and all Authorized
Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or
authentication keys upon receipt by the Corporation. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s good faith reliance upon and compliance with such Instructions notwithstanding such directions
conflict or are inconsistent with a subsequent written instruction. The Corporation agrees: (i) to assume all risks arising out of
the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting
Instructions than the method(s) selected by the Corporation; (iii) that the security procedures (if any) to be followed in connection
with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee as soon as reasonably practicable upon learning of any compromise or unauthorized use
of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, facsimile trans-mission,
secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee,
or another method or system specified by the Trustee as available for use in connection with its services hereunder.


 






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Section 3.04.     Executed
in Counterparts; Electronic Signatures. This Twenty-seventh Supplemental Indenture may be executed in several counterparts, each of
which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. The words “execution,”
signed,” signature,” and words of like import in the Indenture shall include images of manually executed signatures transmitted
by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”)
and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic
records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in
the Original Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Company Order, Opinion of Counsel, Security,
certificate of authentication appearing on or attached to any Security, supplemental indenture or other certificate, opinion of counsel,
instrument, agreement or other document delivered pursuant to the Indenture may be executed, attested and transmitted by any of the foregoing
electronic means and formats, (b) all references in Section 303 or elsewhere in the Original Indenture to the execution, attestation
or authentication of any Security or any certificate of authentication appearing on or attached to any Security by means of a manual or
facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats,
and (c) any requirement in Section 303 or elsewhere in the Original Indenture that any signature be made under a corporate seal
(or facsimile thereof) shall not be applicable to the Securities of such series. For the avoidance of doubt, the Trustee shall also have
the benefit of the provisions of Section 5.10 hereof with respect to any Instructions it receives from Authorized Officers of the
Corporation.


 






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


 


	 	Duke Energy Corporation
	 	 
	 	By:	/s/ Chris R. Bauer
	 	Name:	Chris R. Bauer
	 	Title: 	Assistant Treasurer
	 	 
	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	 
	 	By:	/s/ Ann Dolezal
	 	Name:	Ann M. Dolezal
	 	Title:	Vice President


 


[Signature Page to Twenty-seventh Supplemental
Indenture]


 






    


     


    

 


EXHIBIT A


 


FORM OF


 


3.10% SENIOR NOTE DUE 2028


 


	No.	
    CUSIP No.  26441C BQ7

    ISIN No.: XS2488626610

    Common Code No.: 248862661



 


DUKE ENERGY CORPORATION 


3.10% SENIOR NOTE DUE 2028


 


Principal Amount:  €


 


Regular
Record Date:  means, with respect to each Interest Payment Date, the close of business on the Business Day (for this purpose,
a day on which Clearstream and Euroclear are open for business) immediately preceding the relevant interest payment date.


 


Original Issue Date:  June 15, 2022


 


Stated Maturity: June 15, 2028


 


Interest Payment Dates:  Annually on June 15
of each year, commencing on June 15, 2023


 


Interest Rate: 3.10% per annum


 


Authorized Denomination:  €100,000 and
integral multiples of €1,000 in excess thereof


 


Duke
Energy Corporation, a Delaware corporation (the “Corporation”, which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay to                               ,
or registered assigns, the principal sum of                                                     
EUROS (€                        )
on the Stated Maturity shown above and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, annually in arrears on each Interest Payment Date as specified above,
commencing on June 15, 2023 and on the Stated Maturity at the rate per annum shown above until the principal hereof is paid or made
available for payment and at such rate on any overdue principal and on any overdue installment of interest.  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity
or a Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this 3.10% Senior Note due 2028 (this “Security”)
is registered on the applicable Regular Record Date as specified above next preceding such Interest Payment Date; provided that
any interest payable at Stated Maturity or on a Redemption Date will be paid to the Person to whom principal is payable.  Except
as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities shall be listed, and
upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.


 






    A-1


     


    

 


Payments of interest on this
Security will include interest accrued to but excluding the respective Interest Payment Date.  Interest payments for this Security
shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number
of days from and including the last date on which interest was paid on this Security (or June 15, 2022, if no interest has been paid
on the Security), to, but excluding, the next scheduled interest payment date. This payment convention is referred to as Actual/Actual
(ICMA) as defined in the rulebook of the International Capital Market Association.


 


Payment of principal of, premium,
if any, and interest on the Securities of this series shall be made in euro. If, on or after the date of issue of the 2028 Notes, the
Corporation is unable to obtain euro in amounts sufficient to make a required payment under the Securities of this series due to the imposition
of exchange controls or other circumstances beyond our control (including the dissolution of the European Monetary Union) or if the euro
is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the
settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the
Securities of this series will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the
amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors of the U.S. Federal
Reserve System as of the close of business on the second business day prior to the relevant payment date or, in the event the Board of
Governors of the U.S. Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro
exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the
event The Wall Street Journal has not published such exchange rate, the rate will be determined by the Corporation in its sole discretion
on the basis of the most recently available market exchange rate for euros. Any payment in respect of the Securities of this series so
made in U.S. dollars would not constitute an event of default under the Original Indenture. The Trustee shall have no responsibility for
any calculation or conversion in connection with the foregoing.


 


The Corporation may redeem this Security prior
to March 15, 2028 (the “Par Call Date”), in whole, at any time, or in part, from time to time, at the option of the Corporation,
for cash on any date (a “Redemption Date”), at a redemption price equal to the greater of (i) 100% of the principal amount
of this Security to be redeemed and (ii) an amount determined by the Quotation Agent equal to the sum of the present values of the
remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest
accrued to the date of redemption) to the Par Call Date, discounted to the Redemption Date on an annual basis (Actual/Actual (ICMA) at
the Comparable Government Bond Rate), plus 30 basis points, plus, in either case, accrued and unpaid interest on the principal amount
thereon to, but not including, such Redemption Date.


 


On or after the Par Call Date, the Corporation
may redeem the Securities of this series, in whole, at any time, or in part, from time to time, at the option of the Corporation, for
cash, at a redemption price equal to 100% of the principal amount of the Securities of this series being redeemed plus accrued and unpaid
interest on the principal amount of the securities of this series to, but not including, such Redemption Date.


 


The principal amount of any Security of this series
remaining outstanding after a redemption in part shall be €100,000 or a higher integral multiple of €1,000. Notwithstanding
the foregoing, installments of interest on any Security of this series that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of Business on the relevant
record date.


 






    A-2


     


    

 


For purposes of the second
preceding paragraph, the following terms have the following meanings:


 


“Comparable Government
Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank
selected by the Corporation (the “Quotation Agent”), a German government bond whose maturity is closest to the Par Call Date,
or if such Quotation Agent in its discretion determines that such similar bond is not in issue, such other German government bond as such
Quotation Agent may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Corporation,
determine to be appropriate for determining the Comparable Government Bond Rate.


 


“Comparable Government
Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which
the gross redemption yield on the Securities of this series to be redeemed, if they were to be purchased at such price on the third business
day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government
Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on such business
day as determined by the Quotation Agent selected by the Corporation.


 


The Securities of this series
may be redeemed at the Corporation’s option in whole, but not in part, on not less than 10 nor more than 60 days’ prior notice,
at 100% of the principal amount of the Securities of this series, together with accrued and unpaid interest, if any, to, but excluding,
the Redemption Date if, as a result of any change in, or amendment to, the laws, regulations or rulings of the United States (or any political
subdivision or taxing authority thereof or therein having power to tax), or any change in official position regarding application or interpretation
of those laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change, amendment, application
or interpretation is announced or becomes effective on or after the original issue date with respect to the Securities of this series,
the Corporation becomes or, based upon a written opinion of independent counsel selected by the Corporation, will become obligated to
pay additional amounts.


 


The Corporation will, subject
to the exceptions and limitations set forth below, pay as additional interest in respect of the Securities of this series such additional
amounts as are necessary in order that the net payment by the Corporation of the principal of, premium, if any, and interest in respect
of the Securities of this series to a holder who is not a United States person, after withholding or deduction for any present or future
tax, assessment, duties or other governmental charge imposed by the United States (or any political subdivision or taxing authority thereof
or therein having power to tax), will not be less than the amount provided in the Securities of this series to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts shall not apply:


 


		1)	to the extent any tax, assessment or other governmental charge
would not have been imposed but for the holder (or the beneficial owner for whose benefit such holder holds such Security), or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person
holding a power over an estate or trust administered by a fiduciary holder, being considered as:



 


		a.	being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the
United States;



 


		b.	having a current or former connection with the United States (other than a connection arising solely as a result of the ownership
of the notes, the receipt of any payment in respect of the notes or the enforcement of any rights hereunder), including being or having
been a citizen or resident of the United States;



 






    A-3


     


    

 


		c.	being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S.
federal income tax purposes, a foreign tax-exempt organization, or a corporation that has accumulated earnings to avoid U.S.
federal income tax;



 


		d.	being or having been a “10-percent shareholder” of the Corporation as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or



 


		e.	being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of
its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;



 


		2)	to any holder that is not the sole beneficial owner of the Securities of this series, or a portion of the Securities of this series,
or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficial
owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership,
limited liability company or other fiscally transparent entity would not have been entitled to the payment of an additional amount had
the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;



 


		3)	to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder
or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the holder or beneficial owner of the Securities of this series, if compliance is required
by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment or other governmental charge;



 


		4)	to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the
payment;



 


		5)	to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or
interest on any Securities of this series, if such payment can be made without such withholding by any other paying agent;



 


		6)	to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge, or excise tax imposed on the transfer of notes;



 


		7)	to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder
of any Securities of this series, where presentation is required, for payment on a date more than 30 days after the date on which payment
became due and payable or the date on which payment thereof is duly provided for, whichever occurs later except to the extent that the
beneficiary or holder thereof would have been entitled to the payment of additional amounts had such Note been presented for payment on
any day during such 30-day period;



 


		8)	to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the Code (or any amended or successor
provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of
the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code, whether currently in effect or as published and amended from
time to time;



 






    A-4


     


    

 


		9)	to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for,
whichever occurs later; or



 


		10)	in the case of any combination of the above numbered items.



 


The Securities of this series
are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the
Securities of this series. Except as specifically provided under this Section 1.08, the Company will not be required to make any
payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority
of or in any government or political subdivision.


 


As
used under in this Security, the term “United States” means the United States of America (including the states of the United
States and the District of Columbia and any political subdivision thereof) and the term “United States person” means (i) any
individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership
or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia
(other than a partnership that is not treated as a United States person for United States federal income tax purposes), (iii) any
estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust (a) with
respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United
States persons have the authority to control all of its substantial decisions or (b) that was in existence on August 20, 1996
and has a valid election in effect under applicable Treasury regulations to be treated as a United States Person.


 


The Corporation shall notify
the Trustee of the redemption price with respect to any redemption of the Securities of this series occurring before the Par Call Date
promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption price.


 


Notice of any redemption by
the Corporation will be mailed (or, as long as the Securities of this series are represented by one or more Global Securities, transmitted
in accordance with the Depositary’s standard procedures therefor) at least 10 days but not more than 60 days before any Redemption
Date to each Holder of Securities of this series to be redeemed.  If Notice of a redemption is provided and funds are deposited as
required, interest will cease to accrue on and after the Redemption Date on the Securities of this series or portions of Securities of
this series called for redemption.  In the event that any Redemption Date is not a Business Day, the Corporation will pay the redemption
price on the next Business Day without any interest or other payment in respect of any such delay.  If less than all of the Securities
of this series are to be redeemed, the Securities of this series or portions of the Securities of this series to be redeemed in amounts
of €100,000 or any integral multiple of €1,000 in excess thereof shall be selected for redemption in accordance with the standard
procedures of the Depositary.


 


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


 


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


 


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


 






    A-5


     


    

 


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


 


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


 






    A-6


     


    

 


IN WITNESS WHEREOF, the Corporation
has caused this instrument to be duly executed as of June 15, 2022.


 


	 	Duke Energy Corporation
	 	 
	 	By:	                     
	 	Name: 
	 	Title:


 






    A-7


     


    

 



 


CERTIFICATE OF AUTHENTICATION


 


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


 


	Dated: June 15, 2022	The Bank of New York Mellon Trust Company,

N.A., as Trustee
	 	 
	 	By:	                                
	 	Authorized Signatory


 






    A-8


     


    

 


(Reverse Side of Security)


 


This 3.10% Senior Note due
2028 is one of a duly authorized issue of Securities of the Corporation (the “Securities”), issued and issuable in one or
more series under an Indenture, dated as of June 3, 2008, as supplemented (the “Indenture”), between the Corporation
and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee
and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face hereof as 3.10% Senior Notes due 2028 initially in the aggregate
principal amount of €600,000,000.  Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Indenture.


 


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


 


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


 


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


 


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


 






    A-9


     


    

 


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


 


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


 


The Securities of this series
are issuable only in registered form without coupons in denominations of €100,000 or any integral multiple of €1,000 in excess
thereof.  As provided in the Indenture and subject to the limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder
surrendering the same upon surrender of the Security or Securities to be exchanged at the office or agency of the Corporation.


 


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


 






    A-10


     


    

 


ABBREVIATIONS


 


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


 


	TEN COM — as tenants in common	 	
    UNIF GIFT MIN ACT - ______Custodian ______

    (Cust)                
    (Minor)

	TEN ENT — as tenants by the entireties	 	 
	 	 	 
	 	 	 
	JT TEN — as joint tenants with rights of survivorship and not as tenants in common	 	 	
    under Uniform Gifts to Minors Act

    ____________________

	 	 	 	                     (State)


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


 


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


 


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


 


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


 


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



 


	 	Signature Guarantee:	 


 






    A-11


     


    

 


SIGNATURE GUARANTEE


 


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


 






    A-12


     


    

 


EXHIBIT B


 


CERTIFICATE OF AUTHENTICATION


 


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


 


	Dated: 	The Bank of New York Mellon Trust Company,

N.A., as Trustee
	 	 	 
	 	By:	                                   
	 	Authorized Signatory


 






    B-1


     


    

 


EXHIBIT C


 


FORM OF


 


3.85% SENIOR NOTE DUE 2034


 


	No.	
    CUSIP No.  26441C BR5

    ISIN No.: XS2488626883

    Common Code No.: 248862688



 


DUKE ENERGY CORPORATION


 


3.85% SENIOR NOTE DUE 2034


 


Principal Amount:  €


 


Regular
Record Date:  means, with respect to each Interest Payment Date, the close of business on the Business Day (for this purpose,
a day on which Clearstream and Euroclear are open for business) immediately preceding the relevant interest payment date.


 


Original Issue Date:  June 15, 2022


 


Stated Maturity: June 15, 2034


 


Interest Payment Dates:  Annually on June 15
of each year, commencing on June 15, 2023


 


Interest Rate: 3.85% per annum


 


Authorized Denomination:  €100,000 and
integral multiples of €1,000 in excess thereof


 


Duke
Energy Corporation, a Delaware corporation (the “Corporation”, which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay to                               ,
or registered assigns, the principal sum of                                                     
EUROS (€                        )
on the Stated Maturity shown above and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, annually in arrears on each Interest Payment Date as specified above,
commencing on June 15, 2023 and on the Stated Maturity at the rate per annum shown above until the principal hereof is paid or made
available for payment and at such rate on any overdue principal and on any overdue installment of interest.  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity
or a Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this 3.85% Senior Note due 2034 (this “Security”)
is registered on the applicable Regular Record Date as specified above next preceding such Interest Payment Date; provided that
any interest payable at Stated Maturity or on a Redemption Date will be paid to the Person to whom principal is payable.  Except
as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities shall be listed, and
upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.


 






    C-1


     


    

 


Payments of interest on this
Security will include interest accrued to but excluding the respective Interest Payment Date.  Interest payments for this Security
shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number
of days from and including the last date on which interest was paid on this Security (or June 15, 2022, if no interest has been paid
on the Security), to, but excluding, the next scheduled interest payment date. This payment convention is referred to as Actual/Actual
(ICMA) as defined in the rulebook of the International Capital Market Association.


 


Payment of principal of, premium,
if any, and interest on the Securities of this series shall be made in euro. If, on or after the date of issue of the 2034 Notes, the
Corporation is unable to obtain euro in amounts sufficient to make a required payment under the Securities of this series due to the imposition
of exchange controls or other circumstances beyond our control (including the dissolution of the European Monetary Union) or if the euro
is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the
settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the
Securities of this series will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the
amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors of the U.S. Federal
Reserve System as of the close of business on the second business day prior to the relevant payment date or, in the event the Board of
Governors of the U.S. Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro
exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the
event The Wall Street Journal has not published such exchange rate, the rate will be determined by the Corporation in its sole discretion
on the basis of the most recently available market exchange rate for euros. Any payment in respect of the Securities of this series so
made in U.S. dollars would not constitute an event of default under the Original Indenture. The Trustee shall have no responsibility for
any calculation or conversion in connection with the foregoing.


 


The Corporation may redeem this Security prior
to March 15, 2034 (the “Par Call Date”), in whole, at any time, or in part, from time to time, at the option of the Corporation,
for cash on any date (a “Redemption Date”), at a redemption price equal to the greater of (i) 100% of the principal amount
of this Security to be redeemed and (ii) an amount determined by the Quotation Agent equal to the sum of the present values of the
remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest
accrued to the date of redemption) to the Par Call Date, discounted to the Redemption Date on an annual basis (Actual/Actual (ICMA) at
the Comparable Government Bond Rate), plus 40 basis points, plus, in either case, accrued and unpaid interest on the principal amount
thereon to, but not including, such Redemption Date.


 


On or after the Par Call Date, the Corporation
may redeem the Securities of this series, in whole, at any time, or in part, from time to time, at the option of the Corporation, for
cash, at a redemption price equal to 100% of the principal amount of the Securities of this series being redeemed plus accrued and unpaid
interest on the principal amount of the securities of this series to, but not including, such Redemption Date.


 


The principal amount of any Security of this series
remaining outstanding after a redemption in part shall be €100,000 or a higher integral multiple of €1,000. Notwithstanding
the foregoing, installments of interest on any Security of this series that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of Business on the relevant
record date.


 






    C-2


     


    

 


For purposes of the second
preceding paragraph, the following terms have the following meanings:


 


“Comparable Government
Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank
selected by the Corporation (the “Quotation Agent”), a German government bond whose maturity is closest to the Par Call Date,
or if such Quotation Agent in its discretion determines that such similar bond is not in issue, such other German government bond as such
Quotation Agent may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Corporation,
determine to be appropriate for determining the Comparable Government Bond Rate.


 


“Comparable Government
Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which
the gross redemption yield on the Securities of this series to be redeemed, if they were to be purchased at such price on the third business
day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government
Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on such business
day as determined by the Quotation Agent selected by the Corporation.


 


The Securities of this series
may be redeemed at the Corporation’s option in whole, but not in part, on not less than 10 nor more than 60 days’ prior notice,
at 100% of the principal amount of the Securities of this series, together with accrued and unpaid interest, if any, to, but excluding,
the Redemption Date if, as a result of any change in, or amendment to, the laws, regulations or rulings of the United States (or any political
subdivision or taxing authority thereof or therein having power to tax), or any change in official position regarding application or interpretation
of those laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change, amendment, application
or interpretation is announced or becomes effective on or after the original issue date with respect to the Securities of this series,
the Corporation becomes or, based upon a written opinion of independent counsel selected by the Corporation, will become obligated to
pay additional amounts.


 


The Corporation will, subject
to the exceptions and limitations set forth below, pay as additional interest in respect of the Securities of this series such additional
amounts as are necessary in order that the net payment by the Corporation of the principal of, premium, if any, and interest in respect
of the Securities of this series to a holder who is not a United States person, after withholding or deduction for any present or future
tax, assessment, duties or other governmental charge imposed by the United States (or any political subdivision or taxing authority thereof
or therein having power to tax), will not be less than the amount provided in the Securities of this series to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts shall not apply:


 


		1)	to the extent any tax, assessment or other governmental charge
would not have been imposed but for the holder (or the beneficial owner for whose benefit such holder holds such Security), or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person
holding a power over an estate or trust administered by a fiduciary holder, being considered as:



 


		a.	being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the
United States;



 


		b.	having a current or former connection with the United States (other than a connection arising solely as a result of the ownership
of the notes, the receipt of any payment in respect of the notes or the enforcement of any rights hereunder), including being or having
been a citizen or resident of the United States;



 






    C-3


     


    

 


		c.	being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S.
federal income tax purposes, a foreign tax-exempt organization, or a corporation that has accumulated earnings to avoid U.S.
federal income tax;



 


		d.	being or having been a “10-percent shareholder” of the Corporation as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or



 


		e.	being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of
its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;



 


		2)	to any holder that is not the sole beneficial owner of the Securities of this series, or a portion of the Securities of this series,
or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficial
owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership,
limited liability company or other fiscally transparent entity would not have been entitled to the payment of an additional amount had
the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;



 


		3)	to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder
or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the holder or beneficial owner of the Securities of this series, if compliance is required
by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment or other governmental charge;



 


		4)	to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the
payment;



 


		5)	to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or
interest on any Securities of this series, if such payment can be made without such withholding by any other paying agent;



 


		6)	to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge, or excise tax imposed on the transfer of notes;



 


		7)	to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder
of any Securities of this series, where presentation is required, for payment on a date more than 30 days after the date on which payment
became due and payable or the date on which payment thereof is duly provided for, whichever occurs later except to the extent that the
beneficiary or holder thereof would have been entitled to the payment of additional amounts had such Note been presented for payment on
any day during such 30-day period;



 


		8)	to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the Code (or any amended or successor
provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of
the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code, whether currently in effect or as published and amended from
time to time;



 






    C-4


     


    

 


		9)	to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for,
whichever occurs later; or



 


		10)	in the case of any combination of the above numbered items.



 


The Securities of this series
are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the
Securities of this series. Except as specifically provided under this Section 1.08, the Company will not be required to make any
payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority
of or in any government or political subdivision.


 


As
used under in this Security, the term “United States” means the United States of America (including the states of the United
States and the District of Columbia and any political subdivision thereof) and the term “United States person” means (i) any
individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership
or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia
(other than a partnership that is not treated as a United States person for United States federal income tax purposes), (iii) any
estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust (a) with
respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United
States persons have the authority to control all of its substantial decisions or (b) that was in existence on August 20, 1996
and has a valid election in effect under applicable Treasury regulations to be treated as a United States Person.


 


The Corporation shall notify
the Trustee of the redemption price with respect to any redemption of the Securities of this series occurring before the Par Call Date
promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption price.


 


Notice of any redemption by
the Corporation will be mailed (or, as long as the Securities of this series are represented by one or more Global Securities, transmitted
in accordance with the Depositary’s standard procedures therefor) at least 10 days but not more than 60 days before any Redemption
Date to each Holder of Securities of this series to be redeemed.  If Notice of a redemption is provided and funds are deposited as
required, interest will cease to accrue on and after the Redemption Date on the Securities of this series or portions of Securities of
this series called for redemption.  In the event that any Redemption Date is not a Business Day, the Corporation will pay the redemption
price on the next Business Day without any interest or other payment in respect of any such delay.  If less than all of the Securities
of this series are to be redeemed, the Securities of this series or portions of the Securities of this series to be redeemed in amounts
of €100,000 or any integral multiple of €1,000 in excess thereof shall be selected for redemption in accordance with the standard
procedures of the Depositary.


 


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


 


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


 


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


 






    C-5


     


    

 


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


 


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


 






    C-6


     


    

 


IN WITNESS WHEREOF, the Corporation
has caused this instrument to be duly executed as of June 15, 2022.


 


	 	Duke Energy Corporation
	 	 
	 	By:	                     
	 	Name:
	 	Title:


 






    C-7


     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


	Dated: June 15, 2022	The Bank of New York Mellon Trust Company,

N.A., as Trustee
	 	 
	 	By:	                              
	 	Authorized Signatory


 






    C-8


     


    

 


(Reverse Side of Security)


 


This 3.85% Senior Note due
2034 is one of a duly authorized issue of Securities of the Corporation (the “Securities”), issued and issuable in one or
more series under an Indenture, dated as of June 3, 2008, as supplemented (the “Indenture”), between the Corporation
and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee
and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face hereof as 3.85% Senior Notes due 2034 initially in the aggregate
principal amount of €500,000,000.  Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Indenture.


 


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


 


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


 


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


 


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


 






    C-9


     


    

 


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


 


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


 


The Securities of this series
are issuable only in registered form without coupons in denominations of €100,000 or any integral multiple of €1,000 in excess
thereof.  As provided in the Indenture and subject to the limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder
surrendering the same upon surrender of the Security or Securities to be exchanged at the office or agency of the Corporation.


 


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


 






    C-10


     


    

 


ABBREVIATIONS


 


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


 


	TEN COM — as tenants in common	 	
    UNIF GIFT MIN ACT - ______Custodian ______

    (Cust)                
    (Minor)

	 	 	 
	TEN ENT — as tenants by the entireties	 	 
	 	 	 
	 	 	 
	JT TEN — as joint tenants with rights of survivorship and not as tenants in common	 	 	
    under Uniform Gifts to Minors Act

    ____________________

	 	 	 	                     (State)


 


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


 


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


 


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


 


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


 


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



 


	 	Signature Guarantee:	 


 






    C-11


     


    

 


SIGNATURE GUARANTEE


 


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


 






    C-12


     


    

 


EXHIBIT D


 


CERTIFICATE OF AUTHENTICATION


 


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


 


	Dated: 	The Bank of New York Mellon Trust Company,

N.A., as Trustee
	 	 	 
	 	By:	                            
	 	Authorized Signatory


 








    D-1