Exhibit
4.1


 


 


DUKE
ENERGY CORPORATION


 


TO


 


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


 


Trustee


 





 



 


Twenty-third
Supplemental Indenture

Dated as of May 15, 2020


 





 



 


$500,000,000
2.45% SENIOR NOTES DUE 2030


 


 






     


     


    

 


TABLE
OF CONTENTS1


 




	ARTICLE
    I 



2.45% SENIOR NOTES DUE 2030
	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	3
	Section
    1.07.          Paying Agent	4
	ARTICLE
    II 



MISCELLANEOUS PROVISIONS
	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 2.45% Senior Note Due 2030


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.


 






    i


     


    

 


THIS
TWENTY-THIRD SUPPLEMENTAL INDENTURE is made as of the 15th day of May, 2020, by and among DUKE ENERGY CORPORATION,
a Delaware corporation, having its principal office at 550 South Tryon Street, Charlotte, North Carolina 28202-1803 (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”).


 


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-third 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 one 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-third 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



2.45% SENIOR NOTES DUE 2030


 


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 2.45% Senior Notes due 2030 (the “2030
Notes”).


 


There
are to be authenticated and delivered initially $500,000,000 principal amount of the 2030 Notes, and no further 2030 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 2030 Notes shall be issued in fully registered form without coupons.


 


The
2030 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 2030 Notes shall be in substantially the form set forth in Exhibit B hereto.





 






     


     


    

 


Each
2030 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 2030 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 June 1 and December 1 of each year, commencing on December 1, 2020.


 


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


 


“Original
Issue Date” means May 15, 2020.


 


“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 June 1, 2030.


 


Section
1.03.          Payment of Principal and Interest. The principal of the 2030
Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid principal amount of the 2030 Notes shall bear
interest at the rate of 2.45% per annum until paid or duly provided for, such interest to accrue from May 15, 2020 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 2030 Notes are registered (i) at the close
of business on the business day immediately preceding such Interest Payment Date so long as all of the 2030 Notes remain in book-entry
only form or (ii) on the Regular Record Date for such Interest Payment Date, if any of the 2030 Notes do not remain in book-entry
only form; 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
2030 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 2030 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 2030 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 2030 Notes shall include interest accrued to but excluding the respective Interest Payment Dates.  Interest
payments for the 2030 Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. 
In the event that any date on which interest is payable on the 2030 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.


 






    2


     


    

 


Payment
of principal of, premium, if any, and interest on the 2030 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 2030 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 2030 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 2030 Notes shall be made at
the office of the Paying Agent upon surrender of such 2030 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 2030 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 2030 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, 2030 Notes represented by such Global
Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, 2030 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. 


 


A
Global Security representing the 2030 Notes shall be exchangeable for 2030 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 Securities Exchange Act of 1934, as amended (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 2030 Notes and beneficial owners of a majority in aggregate principal amount of the 2030 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 2030 Notes registered in such names as the Depositary
shall direct.


 


Section
1.06.          Redemption. At any time before March 1, 2030 (the “Par
Call Date”), the 2030 Notes shall be redeemable, in whole or in part and from time to time, 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 2030 Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal
and interest on the 2030 Notes being redeemed that would be due if the 2030 Notes matured on the Par Call Date (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 30 basis points, plus, in either case, accrued and unpaid interest on the principal
amount of the 2030 Notes being redeemed to, but excluding, such Redemption Date.


 






    3


     


    

 


At
any time on or after the Par Call Date, the 2030 Notes shall be redeemable, in whole or in part and from time to time, at the
option of the Corporation, at a redemption price equal to 100% of the principal amount of the 2030 Notes being redeemed plus accrued
and unpaid interest on the principal amount of the 2030 Notes being redeemed to, but excluding, such Redemption Date.


 


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


 


“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 2030 Notes to be redeemed (assuming for this purpose, that the 2030 Notes matured
on the Par Call Date), 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 2030 Notes.


 


“Comparable
Treasury Price” means, with respect to any Redemption Date for the 2030 Notes, (1) the average of the Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (2) if fewer than four of such Reference Treasury Dealer Quotations are obtained, the average of all such Reference Treasury
Dealer Quotations as determined by the Corporation.


 


“Quotation
Agent” means one of the Reference Treasury Dealers appointed by the Corporation.


 


“Reference
Treasury Dealer” means each of (i) J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Wells
Fargo Securities, LLC and (ii) a Primary Treasury Dealer (as defined below) selected by Suntrust Robinson Humphrey, Inc., or their
respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a “Primary
Treasury Dealer”); 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 for the 2030 Notes,
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.


 


“Treasury
Rate” means, with respect to any Redemption Date for the 2030 Notes, the rate per annum equal to the semi-annual 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 by the Corporation on the third Business Day preceding the Redemption Date.


 


The
Corporation shall notify the Trustee of the redemption price with respect to any redemption of the 2030 Notes occurring before
the 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 2030 Notes are to be redeemed, the 2030 Notes or portions of 2030 Notes to be redeemed in amounts of $2,000
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
2030 Notes shall not have a sinking fund.


 


Section
1.07.          Paying Agent. The Trustee shall initially serve as Paying Agent
with respect to the 2030 Notes, with the Place of Payment initially being the Corporate Trust Office.


 






    4


     


    

 


ARTICLE
II



MISCELLANEOUS PROVISIONS


 


Section
2.01.          Recitals by the Corporation. The recitals in this Twenty-third
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 2030 Notes and this Twenty-third 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 Twenty-third Supplemental
Indenture shall be read, taken and construed as one and the same instrument.


 


Section
2.03.          Executed in Counterparts; Electronic Signatures. This Twenty-third
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 this 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 Original
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 this 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.


 






    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:	/s/
    John L. Sullivan, III
	 	Name:	John L. Sullivan, III
	 	Title:	Assistant Treasurer
	 	 
	 	 
	 	 
	 	 
	 	The
Bank of New York Mellon Trust Company,
	 	N.A., as Trustee
	 	 
	 	By:	/s/
    Julie Hoffman-Ramos
	 	Name:   	Julie Hoffman-Ramos
	 	Title:	Vice President


 






    6


     


    

 


EXHIBIT A


 


FORM OF


2.45%
SENIOR NOTE DUE 2030


 


	No.	CUSIP
    No.  26441C BH7  


 


DUKE
ENERGY CORPORATION


2.45%
SENIOR NOTE DUE 2030


 


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:  May 15, 2020


 


Stated
Maturity: June 1, 2030


 


Interest
Payment Dates:  Semi-annually on June 1 and December 1 of each year, commencing on December 1, 2020


 


Interest
Rate: 2.45% 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 December 1, 2020 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 2.45% Senior Note due 2030 (this “Security”) is registered (i) at the close of business
on the business day immediately preceding such Interest Payment Date so long as all of the Securities remain in book-entry only
form or (ii) on the Regular Record Date as specified above next preceding such Interest Payment Date, if any of the Securities
do not remain in book-entry only form; 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 Dates.  Interest
payments for this Security shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months and will
accrue from May 15, 2020 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 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.  “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.  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, 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.


 


At
any time before March 1, 2030 (the “Par Call Date”), the Securities of this series shall be redeemable, in whole or
in part and from time to time, 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 being redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest on the Securities of this series being redeemed
that would be due if this Security matured on the Par Call Date (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 30 basis points, plus, in either case, accrued and unpaid interest on the principal amount the Securities of this series
being redeemed to, but excluding, such Redemption Date.


 


At
any time on or after the Par Call Date, the Securities of this series shall be redeemable, in whole or in part and from time to
time, at the option of the Corporation, 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 such Securities of this series being redeemed
to, but excluding such Redemption Date.


 


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


 


“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 (assuming for this purpose this Security
matured on the Par Call Date), 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.


 






    A-2


     


    

 


“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 of such Reference Treasury
Dealer Quotations, or (2) if fewer than four of such Reference Treasury Dealer Quotations are obtained, the average of all
such Reference Treasury Dealer Quotations as determined by the Corporation.


 


“Quotation
Agent” means one of the Reference Treasury Dealers appointed by the Corporation.


 


“Reference
Treasury Dealer” means each of (i) J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Wells
Fargo Securities, LLC and (ii) a Primary Treasury Dealer (as defined below) selected by Suntrust Robinson Humphrey, Inc., or their
respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a “Primary
Treasury Dealer”); 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 for the Securities
of this series, 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.


 


“Treasury
Rate” means, with respect to any Redemption Date for the Securities of this series, the rate per annum equal to the semi-annual
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 by the Corporation on the third Business Day preceding the Redemption
Date.


 


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 the Securities of this series are to be redeemed at the option of
the Corporation, the 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 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.


 


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-3


     


    

 


IN
WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed as of May 15, 2020.


 


	 	Duke Energy
    Corporation
	 	 
	 	 
	 	By:	        
	 	Name:
	 	Title:



 






    A-4


     


    

 


CERTIFICATE
OF AUTHENTICATION


 


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


 


	Dated: May 15, 2020	The Bank
    of New York Mellon Trust Company,

    N.A., as Trustee
	 	 
	 	By:	                        
	 	Authorized
    Signatory


 






    A-5


     


    

 


(Reverse
Side of Security)


 


This
2.45% Senior Note due 2030 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 2.45% Senior Notes due 2030 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.


 


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-6


     


    

 


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-7


     


    

 


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-8


     


    

 


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