EX-4.1






Exhibit 4.1




DUKE ENERGY CORPORATION




TO




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




Trustee





 







Second Supplemental Indenture




Dated as of January 26, 2009





 







$750,000,000 6.30% SENIOR NOTES DUE 2014




 









 








TABLE OF CONTENTS1




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 1	 	 	 	 
	 
	 	 	 	 	 	 
	6.30% SENIOR NOTES DUE 2014
	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Establishment
	 	 	1	 
	Section 1.02.

	 	Definitions
	 	 	2	 
	Section 1.03.

	 	Payment of Principal and Interest
	 	 	2	 
	Section 1.04.

	 	Denominations
	 	 	3	 
	Section 1.05.

	 	Global Securities
	 	 	3	 
	Section 1.06.

	 	Redemption
	 	 	4	 
	Section 1.07.

	 	Paying Agent
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE 2	 	 	 	 
	 
	 	 	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	5	 
	 
	 	 	 	 	 	 
	Section 2.01.

	 	Recitals by the Corporation
	 	 	5	 
	Section 2.02.

	 	Ratification and Incorporation
of Original Indenture
	 	 	5	 
	Section 2.03.

	 	Executed in Counterparts
	 	 	5	 
	 
	 	 	 	 	 	 
	Exhibit A —

	 	Form of 6.30% Senior Note
due 2014	 	 	 	 
	Exhibit B —

	 	Certificate of Authentication	 	 	 	 








 




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





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     THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 26th day of January 2009, by and between
DUKE ENERGY CORPORATION, a Delaware corporation, having its principal office at 526 South Church
Street, Charlotte, North Carolina 28202 (the “Corporation”), and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking
association, as Trustee (herein called the “Trustee”).



W I T N E S S E T H:




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



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



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



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



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



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Second
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 1




6.30% SENIOR NOTES DUE 2014




     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 6.30% Senior Notes due 2014
(the “Notes”).



     There are to be authenticated and delivered $750,000,000 principal amount of the Notes, and no
further Notes shall be authenticated and delivered except as provided by Section 304, 305, 306, 906
or 1106 of the Original Indenture and the last paragraph of Section 301 thereof. The Notes shall be
issued in fully registered form without coupons.



 









 





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



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



     Section 1.02. Definitions. The following defined terms used in this Article 1 shall,
unless the context otherwise requires, have the meanings specified below for purposes of the Notes.
Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Original Indenture.



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



     “Interest Payment Date” means each February 1 and August 1 of each year, commencing August 1,
2009.



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



     “Original Issue Date” means January 26, 2009.



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



     “Stated Maturity” means February 1, 2014.



     Section 1.03. Payment of Principal and Interest. The principal of the Notes shall be
due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall
bear interest at the rate of 6.30% per annum until paid or duly provided for, such interest to
accrue from January 26, 2009 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest
Payment Date to the Person or Persons in whose name the Notes are registered on the Regular Record
Date for such Interest Payment Date; provided that interest payable at the Stated Maturity or on a
Redemption Date as provided herein shall be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons
in whose name the Notes are registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee (“Special Record Date”), notice
whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Notes may be listed, and upon such
notice as may be required by any such exchange, all as more fully provided in the Original
Indenture.



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



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



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



     Section 1.05. Global Securities. The Notes shall initially be issued in the form of
one or more Global Securities registered in the name of the Depositary (which initially shall be
The Depository Trust Company) or its nominee. Except under the limited circumstances described
below, Notes represented by such Global Security or Global Securities shall not be exchangeable
for, and shall not otherwise be issuable as, Notes in definitive form. The Global Securities
described in this Article 1 may not be transferred except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary
or to a successor Depositary or its nominee.



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



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




     Section 1.06. Redemption. The Notes shall be redeemable, in whole or from time to
time in part, at the option of the Corporation on any date (a “Redemption Date”), at a Redemption
Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii)
the sum of the present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount
being redeemed to such Redemption Date.



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



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



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



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



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



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



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



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



     The Notes shall not have a sinking fund.



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



ARTICLE 2




MISCELLANEOUS PROVISIONS




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



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



     Section 2.03. Executed in Counterparts. This Second 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.



-5-









 





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



	 	 	 	 	 
	 

	 	Duke Energy Corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	M. Allen Carrick
	 

	 	Title:
	 	Assistant Treasurer
	 
	 	 	 	 
	 

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

as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Van K. Brown
	 

	 	Title:
	 	Vice President






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EXHIBIT A




FORM OF

6.30% SENIOR NOTE DUE 2014




	 	 	 
	No.

	 	CUSIP No. 264399 EQ5






DUKE ENERGY CORPORATION

6.30% SENIOR NOTE DUE 2014




Principal Amount: $




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




Original Issue Date: January 26, 2009




Stated Maturity: February 1, 2014




Interest Payment Dates: Semi-annually on February 1 and August 1 of each year, commencing August 1,
2009.




Interest Rate: 6.30% per annum




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




     Duke Energy Corporation, a Delaware corporation (the “Corporation”, which term includes any
successor corporation under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to , or registered assigns, the principal sum of            DOLLARS ($          ) on
the Stated Maturity shown above and to pay interest thereon from the Original
Issue Date shown above, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified
above, commencing on August 1, 2009 and on the Stated Maturity at the rate per annum shown above
(the “Interest Rate”) until the principal hereof is paid or made available for payment and 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 6.30% Senior Note due 2014 (this “Security”) is registered on the
Regular Record Date as specified above next preceding such Interest Payment Date; provided that any
interest payable at Stated Maturity or on a Redemption Date will be paid to the Person to whom
principal is payable. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any



A-1









 




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.




     Payments of interest on this Security will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Security shall be computed and paid
on the basis of a 360-day year of twelve 30-day months and will accrue from January 26, 2009 or
from the most recent Interest Payment Date to which interest has been paid or duly provided for. In
the event that any date on which interest is payable on this Security is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or payment in respect of any such delay) with the same force
and effect as if made on the date the payment was originally payable. “Business Day” means a day
other than a Saturday or Sunday that is neither a Legal Holiday nor a day on which banking
institutions in New York, New York are authorized or required by law, regulation or executive order
to close, or a day on which the Corporate Trust Office is closed for business. “Legal Holiday”
means any day that is a legal holiday in New York, New York.



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



     The Securities of this series shall be redeemable, in whole or from time to time in part, at
the option of the Corporation on any date (a “Redemption Date”), at a Redemption Price equal to the
greater of (i) 100% of the principal amount of the Securities of this series to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date for the Securities of this series,
the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity
(on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the



A-2









 




Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on
the third Business Day preceding the Redemption Date.




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



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



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



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



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



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



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



A-3









 





     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.



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



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



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



	 	 	 	 	 
	 

	 	Duke Energy Corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	M. Allen Carrick
	 

	 	Title:
	 	Assistant Treasurer






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






A-5









 






(Reverse Side of Security)




     This 6.30% Senior Note due 2014 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 6.30% Senior Notes due 2014 initially in the aggregate principal
amount of $750,000,000. 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



A-6









 




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.




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



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



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



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



A-7









 





ABBREVIATIONS




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



	 	 	 
	TEN COM—as tenants in common

	 	UNIF GIFT MIN
ACT- _________ Custodian _________
	 

	 	          
          
          
          (Cust)                           (Minor)
	 
	 	 
	TEN ENT—as tenants by the entireties
	 	 
	 
	 	 
	JT TEN—as joint tenants with rights of

	 	under Uniform Gifts to
	survivorship and not as tenants in common

	 	Minors Act _________
	 

	 	          
          (State)






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




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




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



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




	 	 	 
	Dated: __________________
	 	 
	 
	 	 
	 

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

	 	Signature Guarantee: ______________________________






A-8









 






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-9









 








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