Exhibit 4.1





 



 


DUKE ENERGY OHIO, INC.


(FORMERLY NAMED “THE CINCINNATI GAS
& ELECTRIC COMPANY”)


 


TO


 


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

AS TRUSTEE


(SUCCESSOR TRUSTEE TO THE BANK OF NEW YORK
MELLON

AND TO IRVING TRUST COMPANY)


 





 



 


FORTY-SEVENTH SUPPLEMENTAL INDENTURE


 


DATED AS OF May 21, 2020


 


TO


 


FIRST MORTGAGE


 


DATED AS OF AUGUST 1, 1936


 





 



 


Creating First Mortgage Bonds, 2.125%
Series, Due June 1, 2030


 





 












     


     


    

 





TABLE OF
CONTENTS


 




	ARTICLE One	
	 	 
	DEFINITIONS	3
	SECTION 1.01. DEFINITIONS	3
	 	 
	ARTICLE Two	
	 	 
	FIRST MORTGAGE BONDS, 2.125% SERIES, DUE June 1, 2030	3
	SECTION 2.01. CREATION AND DESIGNATION OF BONDS	3
	SECTION 2.02. AGGREGATE PRINCIPAL AMOUNT OF BONDS ISSUABLE	3
	SECTION 2.03. BOOK-ENTRY SYSTEM	4
	SECTION 2.04. DATE OF BONDS	7
	SECTION 2.05. MATURITY DATE, INTEREST RATE, INTEREST PAYMENT DATES AND REGULAR RECORD DATES FOR THE BONDS	7
	SECTION 2.06. PLACE AND MANNER OF PAYMENT OF BONDS	7
	SECTION 2.07. DENOMINATIONS AND NUMBERING OF DEFINITIVE BONDS	7
	SECTION 2.08. TEMPORARY BONDS AND EXCHANGE THEREOF	8
	SECTION 2.09. REDEMPTION PROVISIONS OF THE BONDS	8
	SECTION 2.10. FORM OF THE BONDS	10
	 	 
	ARTICLE Three	
	 	 
	MISCELLANEOUS	17
	SECTION 3.01. INDENTURE RATIFIED AND CONFIRMED	17
	SECTION 3.02. EXECUTION IN COUNTERPARTS; ELECTRONIC SIGNATURES	17
	SECTION 3.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS	17
	SECTION 3.04. SUCCESSORS AND ASSIGNS	17
	SECTION 3.05. SEPARABILITY CLAUSE	18
	SECTION 3.06. BENEFITS OF INDENTURE	18
	SECTION 3.07. GOVERNING LAW	18
	SECTION 3.08. TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.	18


 






     


     


    

 


FORTY-SEVENTH SUPPLEMENTAL INDENTURE,
dated as of May 21, 2020, between DUKE ENERGY OHIO, INC. (hereinafter sometimes referred to as the “Company”),
a corporation organized and existing under the laws of the State of Ohio, formerly named The Cincinnati Gas & Electric Company,
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, and the successor trustee to The Bank
of New York Mellon and Irving Trust Company (hereinafter sometimes referred to as the “Trustee”), whose mailing address
is 10161 Centurion Parkway N, Jacksonville, Florida 32256.




 


RECITALS
OF THE COMPANY


 


The Indenture, dated
as of August 1, 1936 (the “Original Indenture”) was authorized, executed and delivered by the Company to provide for
the issuance from time to time of its bonds, to be issued in one or more series as contemplated therein, and to provide security
for the payment of the principal of and premium, if any, and interest, if any, on the bonds.


 


The Company has heretofore
executed and delivered to the Trustee forty-six supplemental indentures for the purposes recited therein, including creating series
of Securities and otherwise amending, restating and supplementing the Original Indenture (the Original Indenture, as so amended,
restated and supplemented, being hereinafter called the “Indenture”).


 


The Company, by appropriate
corporate action in conformity with the terms of the Indenture, has duly determined to make, execute and deliver to the Trustee
this Forty-seventh Supplemental Indenture to the Indenture as permitted by Sections 2.01, 3.01, 13.01, 16.02 and/or Section 16.03
of the Indenture in order to establish the form or terms of, and to provide for the creation and issuance of, a new series of Securities
under the Indenture to be designated as “First Mortgage Bonds, 2.125% Series, Due June 1, 2030” in an aggregate principal
amount of $400,000,000 (hereinafter referred to as the “Bonds”).


 


All things necessary
to make the Bonds herein described, when duly authenticated by the Trustee and issued by the Company, valid, binding, and legal
obligations of the Company, and to make this Forty-seventh Supplemental Indenture a valid and binding agreement supplemental to
the Indenture, have been done and performed.


 


THIS FORTY-SEVENTH
SUPPLEMENTAL INDENTURE WITNESSETH:


 


In consideration of
the premises and of the acceptance and purchase of the Bonds, the Company hereby covenants and agrees to and with the Trustee as
follows:


 






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ARTICLE
One.




DEFINITIONS


 


SECTION
1.01. DEFINITIONS.


 


(a)              
In addition to the words and terms defined elsewhere in this Forty-seventh Supplemental Indenture, the following defined
term used herein shall, unless the context otherwise requires, have the meaning specified below.


 


“Business Day”
means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in New York,
New York or Cincinnati, Ohio are generally authorized or required by law, regulation or executive order to remain closed.


 


(b)              
Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture
unless such term is otherwise defined herein. The terms defined herein include the plural as well as the singular.


 


ARTICLE
Two.



FIRST MORTGAGE BONDS, 2.125% SERIES, DUE JUNE 1, 2030


 


SECTION
2.01. CREATION AND DESIGNATION OF BONDS.


 


There is hereby created
a series of Securities to be issued under and secured by the Indenture, to be designated as “First Mortgage Bonds, 2.125%
Series, Due June 1, 2030” (such series being the Bonds hereinbefore referenced).


 


SECTION
2.02. AGGREGATE PRINCIPAL AMOUNT OF BONDS ISSUABLE.


 


(a)              
The principal amount of Bonds which may be authenticated and delivered hereunder is initially limited to the aggregate principal
amount of Four Hundred Million Dollars ($400,000,000) (except for Bonds authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Bonds pursuant to Section 3.04, 3.05, 3.06, 5.06 or 13.06 of the Indenture and except
for any Bonds which, pursuant to Section 3.03 of the Indenture, are deemed never to have been authenticated and delivered hereunder);
provided that Section 3.01 of the Indenture provides that without the consent of any Holder, the aggregate principal amount of
a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal
amount authorized with respect to such series as increased, provided that such additional Securities of such series are fungible
with the previously issued Securities of such series for Federal income tax purposes.


 


(b)               The
Bonds in the aggregate principal amount of Four Hundred Million Dollars ($400,000,000) may at any time subsequent to the
execution hereof be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and
delivered (either before or after the recording hereof) upon the basis of either Property Additions and/or Retired Securities
issued and delivered to the Trustee for such purpose, pursuant to a Company Order referred to in Section 16.02 and/or
Section16.03 of the Indenture and upon receipt by the Trustee of the officer’s certificate or opinion and other
documents required by said Section 16.02 and/or Section 16.03.


 






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SECTION
2.03. BOOK-ENTRY SYSTEM.


 


The following provisions
shall apply to the Bonds.


 


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


 


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


 


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


 


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


 






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(c)              
The Trustee and the Company may treat DTC or its nominee, or any successor securities depositary or nominee thereof (collectively,
the “Depository”) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of
the principal or Redemption Price (if any) of or interest on the Bonds, giving any notice permitted or required to be given to
Holders of the Bonds under the Indenture or this Forty-seventh Supplemental Indenture, registering the transfer of the Bonds, obtaining
any consent or other action to be taken by Holders of the Bonds, and for all other purposes whatsoever and neither the Trustee
nor the Company shall be affected by any notice to the contrary. Neither the Company nor the Trustee nor any Security Registrar
nor any Paying Agent shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership
interest in the Bonds under or through the Depository or any Participant, or any other Person which is not shown on the Security
Register as being a Holder of the Bonds with respect to (i) the accuracy of any records maintained by the Depository or any Participant;
(ii) the payment by the Depository to any Participant of any amount in respect of the principal or Redemption Price (if any) of
or interest on the Bonds; (iii) the payment by any Participant to any owner of a beneficial ownership interest in the Bonds in
respect of the principal or Redemption Price (if any) of or interest on the Bonds or (iv) any consent or other action taken by
the Depository as owner of the Bonds. The Trustee shall pay all principal or Redemption Price (if any) of and interest on the Bonds
only to or upon the order of the registered Holder or Holders of the Bonds, as shown on the Security Register, and all such payments
shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal or Redemption
Price (if any) of and interest on the Bonds, to the extent of the sum or sums so paid. Except as hereinafter provided, no Person
other than a Holder of a Bond, as shown on the Security Register, shall receive an authenticated Bond evidencing the obligation
of the Company to make payment of the principal or Redemption Price (if any) of and interest on the Bonds, pursuant to the Indenture
or this Forty-seventh Supplemental Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has
determined to substitute a new nominee for Cede & Co, and subject to the provisions of the Indenture, the word “Cede
& Co.”, as used in this Forty-seventh Supplemental Indenture, shall refer to each new nominee of DTC.


 


(d)               In
the event that after the occurrence of an Event of Default that has not been cured or waived, holders of a majority in
aggregate principal amount of the beneficial interests in the Bonds, as reflected in the books and records of the Depository,
notify the Trustee, through the Depository or any Participant, that the continuation of the Book-Entry System is no longer in
the best interests of such holders of beneficial interests in the Bonds, then the Trustee shall notify the Depository and the
Company, and the Depository will notify each Participant of the availability through the Depository of definitive
certificated Bonds. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order, for the
authentication and delivery of definitive certificated Bonds, will authenticate and deliver such Bonds in definitive
certificated form, in any authorized denominations, all pursuant to the provisions of the Indenture and this Forty-seventh
Supplemental Indenture, to the Person or Persons specified to the Trustee in writing by the Depository in the aggregate
principal amount of the Global Security or Securities and in exchange for such Global Security or Securities.


 






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


 


(f)               
The Company may at any time and in its sole discretion and subject to the procedures of the Depository determine that the
Bonds shall no longer be represented by a Global Security or Global Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of definitive certificated Bonds, will authenticate
and deliver such Bonds in definitive certificated form, in any authorized denominations, all pursuant to the provisions of the
Indenture and this Forty-seventh Supplemental Indenture, to the Person or Persons specified to the Trustee in writing by the Depository
in the aggregate principal amount of the Global Security or Global Securities and in exchange for such Global Security or Global
Securities.


 


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


 


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


 


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


 






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SECTION
2.04. DATE OF BONDS.


 


Each Bond issued prior
to the first Interest Payment Date therefor shall be dated as of May 21, 2020, and otherwise shall be dated as provided in Section
3.03 of the Indenture.


 


SECTION
2.05. MATURITY DATE, INTEREST RATE, INTEREST PAYMENT DATES AND REGULAR RECORD DATES FOR THE BONDS.


 


(a)              
The Bonds shall be due and payable on June 1, 2030, and shall bear interest from May 21, 2020 or the last date to which
interest has been paid or duly provided for at the rate of 2.125% per annum, payable semi-annually on the first day of June and
December in each year, commencing December 1, 2020 (each such date being an Interest Payment Date for the Bonds). In the event
that any Interest Payment Date for the Bonds should fall on a day that is not a Business Day, then the interest payment shall be
made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Interest
Payment Date.


 


(b)              
Subject to certain exceptions provided in the Indenture or this Forty-seventh Supplemental Indenture, the interest payable
on any Interest Payment Date for the Bonds shall be paid to the Person in whose name the Bonds shall be registered at the close
of business on the Regular Record Date for the Bonds (as defined in the form of the Bonds set forth in Section 2.10) or, in the
case of any Defaulted Interest therefor, in the manner and to the Person as provided in Section 3.07 of the Indenture.


 


SECTION
2.06. PLACE AND MANNER OF PAYMENT OF BONDS.


 


Subject to agreements
with or the rules of the Depository or any successor book-entry security system or similar system with respect to Global Securities,
the principal or Redemption Price (if any) of and interest on the Bonds shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and private debts, at the office or agency
of the Company in Cincinnati, Ohio, or, at the option of the Holder thereof, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, State of New York, except that interest on the Bonds may be paid, at the option of the Company,
by check or draft mailed to the address of the Person entitled thereto as it appears on the Security Register.


 


SECTION
2.07. DENOMINATIONS AND NUMBERING OF DEFINITIVE BONDS.


 


Definitive Bonds shall
be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof, numbered in each case consecutively
from “R-1” upward.


 






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SECTION
2.08. TEMPORARY BONDS AND EXCHANGE THEREOF.


 


Pursuant to the
provisions of Section 3.04 of the Indenture, the Bonds may be issued in temporary form, and if temporary bonds be issued, the
Company shall, with all reasonable dispatch, at its own expense and without charge to the holders of the temporary bonds,
prepare and execute definitive Bonds and exchange the temporary bonds for such definitive bonds in the manner provided for in
said Section, provided, however, no presentation or surrender of temporary Bonds shall be necessary in order for the Holders
entitled to interest thereon to receive such interest.


 


SECTION
2.09. REDEMPTION PROVISIONS OF THE BONDS.


 


(a)              
The Bonds.


 


(i)                
At any time before March 1, 2030 (the “Par Call Date”), the Bonds may be redeemed in whole or in part, at the
option of the Company at any time, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Bonds
being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds
being redeemed that would be due if the Bonds matured on the Par Call Date (exclusive of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 0.250% (25 basis points), plus, in each case, accrued and unpaid interest on the principal amount of the Bonds being
redeemed to, but excluding, the Redemption Date. For the avoidance of doubt, interest that is due and payable on an Interest Payment
Date for the Bonds falling on or prior to a Redemption Date therefor will be payable on such Interest Payment Date in accordance
with the Bonds and the Indenture. The Company shall notify the Trustee of the Redemption Price with respect to any redemption pursuant
to this paragraph promptly after the calculation thereof. The Trustee shall not be responsible for calculating said Redemption
Price.


 


At any time
on or after the Par Call Date, the Bonds may be redeemed in whole or in part, at the option of the Company at any time, at a Redemption
Price equal to 100% of the principal amount of the Bonds being redeemed plus accrued and unpaid interest on the principal amount
of the Bonds being redeemed to, but excluding, the Redemption Date.


 


(b)              
For purposes of this Section 2.09, except as otherwise expressly provided or unless the context otherwise requires:


 


“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 Bonds being redeemed (assuming, for this purpose, that the Bonds 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 a comparable maturity to the remaining term of the Bonds.


 


“Comparable
Treasury Price” means, with respect to any Redemption Date, (A) 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 (B) if the
Quotation Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations.


 






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


 


“Reference
Treasury Dealer” means each of (i) Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, each of which is
a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”) and (ii) a Primary Treasury
Dealer selected by PNC Capital Markets LLC, plus two other financial institutions appointed by the Company at the time of any redemption,
or their respective affiliates or successors; provided, however, that if any of the foregoing or their affiliates or successors
shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Quotation Agent by 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, 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.


 


(c)              
Notice of any redemption by the Company will be mailed by or at the direction of the Company at least ten (10) days but
not more than sixty (60) days before any Redemption Date to each Holder of the Bonds to be redeemed. If less than all the Bonds
are to be redeemed at the option of the Company, the Bonds, if they are in global form, will be redeemed in accordance with the
procedures of DTC, and if they are in the form of definitive certificates, the Trustee shall select, in such manner as it shall
deem fair and appropriate, the Bonds to be redeemed in whole or in part.


 


(d)              
Unless the Company defaults in payment of the Redemption Price therefor, on and after any Redemption Date therefor, interest
will cease to accrue on the Bonds or portions thereof called for redemption.


 


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


 






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SECTION
2.10. FORM OF THE BONDS.


 


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


 


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





 






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(Form
of Bond of Series Due 2030)


 


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


 


	No. R-	$	




 


CUSIP No: 26442E AH3


ISIN: US26442EAH36


Duke
Energy Ohio, Inc.


First
Mortgage Bond, 2.125% Series,


Due
June 1, 2030


 


Duke Energy Ohio, Inc.,
an Ohio corporation (hereinafter called the “Company”), for value received, hereby promises to pay to ______________,
or registered assigns, the principal sum of _____________________________ Dollars ($ ) on the first day of June, 2030 and to pay
interest on said sum from May 21, 2020 or from the most recent date to which interest has been paid or duly provided for, until
said principal sum is paid or made available for payment, at the rate of 2.125% per annum, payable semi-annually on the first day
of June and December in each year, commencing December 1, 2020 (each such date herein called an “Interest Payment Date”).
The principal of and premium, if any, and interest on this bond shall be payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts at the office or agency of the
Company in Cincinnati, Ohio, or, at the option of the registered owner hereof, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, State of New York, except that interest on this bond may be paid, at the option of the Company,
by check or draft mailed to the address of the Person entitled thereto as it appears on the Security Register.


 


This bond is one
of the Securities of the Company issued and to be issued from time to time under and in accordance with and all secured by a
First Mortgage Indenture, dated as of August 1, 1936, from the Company to The Bank of New York Mellon Trust Company, N.A., as
successor Trustee (which indenture as amended, restated and supplemented by all supplemental indentures is hereinafter
referred to as the “Indenture”). Said Trustee or its successor in trust under the Indenture is hereinafter
sometimes referred to as the “Trustee.” Reference is hereby made to the Indenture for a description of the
property mortgaged and pledged and the nature and extent of the security for said Securities. By the terms of the Indenture,
the Securities secured thereby are issuable in series which may vary as to date, amount, date of maturity, rate of interest
and in other respects as in the Indenture provided.


 





 



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


 






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As used herein, “Business
Day” means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies
in New York, New York or Cincinnati, Ohio are generally authorized or required by law, regulation or executive order to remain
closed. Capitalized terms not otherwise defined herein have the meanings specified therefor in the Indenture.


 


This bond is one of
a series designated as “First Mortgage Bonds, 2.125% Series, Due June 1, 2030” (hereinafter referred to as the “Bonds”)
of the Company issued under and secured by the Indenture and created by a Forty-seventh Supplemental Indenture, dated as of May
21, 2020.


 


Subject to certain
exceptions provided in the Indenture, the interest payable on any Interest Payment Date shall be paid to the Person in whose name
this bond shall be registered at the close of business on the Regular Record Date (hereinafter defined) or, in the case of Defaulted
Interest therefor, in the manner and to the person as provided in the Indenture. If any Interest Payment Date should fall on a
day that is not a Business Day, then the interest payment shall be made on the next succeeding Business Day and no interest shall
accrue for the intervening period with respect to the payment so deferred.


 


The term “Regular
Record Date” shall mean, with respect to any Interest Payment Date for any Bonds, the close of business on (1) the Business
Day immediately preceding such Interest Payment Date so long as all of the Bonds remain in book-entry only form or (2) the fifteenth
(15th) calendar day next preceding the respective Interest Payment Date (whether or not a Business Day) if any of the Bonds do
not remain in book-entry form; provided, however, that so long as the Bonds are held by a Depository in the form of one or more
Global Securities, the Regular Record Date with respect to each Interest Payment Date will be the close of business on the Business
Day before the applicable Interest Payment Date.


 


At any time before
March 1, 2030 (the “Par Call Date”), the Bonds may be redeemed in whole or in part, at the option of the Company at
any time, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Bonds being redeemed and (2) the
sum of the present values of the remaining scheduled payments of principal and interest on the Bonds being redeemed that would
be due if the Bonds matured on the Par Call Date (exclusive of interest accrued to the Redemption Date), discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.250% (25 basis
points), plus, in the case of each of clause (1) and (2), accrued and unpaid interest on the principal amount of the Bonds being
redeemed to, but excluding, the Redemption Date. For the avoidance of doubt, interest that is due and payable on an Interest Payment
Date falling on or prior to a Redemption Date therefor will be payable on such Interest Payment Date in accordance with the Bonds
and the Indenture.





 






    - 12 -


     


    

 



  


At any time on or after
the Par Call Date, the Bonds may be redeemed in whole or in part, at the option of the Company at any time, at a Redemption Price
equal to 100% of the principal amount of the Bonds being redeemed plus accrued and unpaid interest on the principal amount of the
Bonds being redeemed to, but excluding, the Redemption Date.


 


For purposes of the
redemption provisions of the Bonds, 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 Bonds being redeemed (assuming, for this purpose, that the Bonds 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 a comparable maturity to the remaining term of the Bonds.


 


“Comparable
Treasury Price” means, with respect to any Redemption Date, (A) 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 (B) if the Quotation
Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.



 


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


 


“Reference
Treasury Dealer” means each of (i) Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, each of which is
a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”) and (ii) a Primary Treasury
Dealer selected by PNC Capital Markets LLC, plus two other financial institutions appointed by the Company at the time of any redemption,
or their respective affiliates or successors; provided, however, that if any of the foregoing or their affiliates or successors
shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.


 


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


 






    -13-


     


    

 


“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.


 


Notice of any redemption
by the Company will be mailed or transmitted by or at the request of the Company at least ten (10) days but not more than sixty
(60) days before any Redemption Date to each Holder of Bonds to be redeemed. If less than all the Bonds are to be redeemed at the
option of the Company, the Bonds, if they are in global form, will be redeemed in accordance with the procedures of DTC, and if
they are in the form of definitive certificates, the Trustee shall select, in such manner as it shall deem fair and appropriate,
the Bonds to be redeemed.


 


Unless the Company
defaults in payment of the Redemption Price, on and after any Redemption Date for the Bonds, interest will cease to accrue on the
Bonds or portions thereof called for redemption.


 


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


 


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


 


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


 


The Bonds are
issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof. In the manner and subject to the
limitations provided in the Indenture, the Bonds are exchangeable as between authorized denominations, upon presentation
thereof for such purpose by the registered owner, at the Corporate Trust Office of The Bank of New York Mellon Trust Company,
N.A., the Trustee, or its successor in trust under the Indenture, or, at the option of the registered owner, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, State of New York.


 






    -14-


     


    

 


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


 


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


  






    -15-


     


    

 


In
Witness Whereof, Duke Energy Ohio, Inc. has caused this bond to be executed in its name by the manual or facsimile signature
of an Authorized Officer.


 


	 	Duke Energy Ohio, Inc.
	 	  
	 	By	 
	 	Authorized Signatory




 






    -16-


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


	 	 
	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	  
	 	By	 
	 	Authorized Signatory




 


Dated:


  


[End
of Article Three.]


 


ARTICLE
Three.



MISCELLANEOUS


 


SECTION
3.01. INDENTURE RATIFIED AND CONFIRMED.


 


The Indenture, as supplemented
by this Forty-seventh Supplemental Indenture, is in all respects ratified and confirmed and shall be read, taken and construed
as one and the same instrument.


 


SECTION
3.02. EXECUTION IN COUNTERPARTS; ELECTRONIC SIGNATURES


 


This
Forty-seventh Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all 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 Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, Expert’s
Certificate, Company Order or Company Request, Opinion of Counsel, Securities, certificate of authentication appearing on or
attached to any Securities 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 3.03 or elsewhere in the Indenture to the execution, attestation or authentication of any
Securities or any certificate of authentication appearing on or attached to any Securities 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 3.03 or elsewhere in the Indenture that any signature be made under a corporate
seal (or facsimile thereof) shall not be applicable to the Securities of such series.


 






    -17-


     


    

 


SECTION
3.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.


 


The Article and Section
headings in this Forty-seventh Supplemental Indenture and the Table of Contents are for convenience only and shall not affect the
construction hereof.


 


SECTION
3.04. SUCCESSORS AND ASSIGNS.


 


All covenants and agreements
in this Forty-seventh Supplemental Indenture by the Company and the Trustee shall bind their respective successors and assigns,
whether so expressed or not.


 


SECTION
3.05. SEPARABILITY CLAUSE.


 


In case any provision
in this Forty-seventh Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION
3.06. BENEFITS OF INDENTURE.


 


Nothing in this Forty-seventh
Supplemental Indenture or the Bonds, express or implied, shall give to any Person, other than the parties hereto, their successors
hereunder and the Holders of any Bonds, any benefit or any legal or equitable right, remedy or claim under this Forty-seventh Supplemental
Indenture.


 


SECTION
3.07. GOVERNING LAW.


 


This Forty-seventh
Supplemental Indenture and the Bonds shall be governed by and construed in accordance with the laws of the State of Ohio, except
(a) to the extent that the Trust Indenture Act shall be applicable, and (b) that the rights, duties, obligations, privileges, immunities
and standard of care of the Trustee shall be governed by the laws of the State of New York.


 






    -18-


     


    

 


SECTION
3.08. 


 


TRUSTEE
NOT RESPONSIBLE FOR RECITALS, ETC.


 


The recitals contained
herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-seventh
Supplemental Indenture.


 





 






 


[Execution
pages follow.]


 






    -19-


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Forty-seventh Supplemental Indenture to be duly executed as of the day and year first above
written.


 


	 	Duke Energy Ohio, Inc.
	 	  
	 	By	/s/ John L. Sullivan, III
	 	 	Name: John L. Sullivan, III
	 	 	Title: Assistant Treasurer




 


[SIGNATURE PAGE TO FORTY-SEVENTH SUPPLEMENTAL INDENTURE]


 



     


     


    







 


	 	The
    Bank of New York Mellon Trust Company, N.A., as Trustee
	 	  
	 	By	 /s/ Tamara Klement-Ellis
	 	 	Name: Tamara Klement-Ellis
	 	 	Title: Director




 


[SIGNATURE PAGE TO FORTY-SEVENTH SUPPLEMENTAL INDENTURE]


 



     


     


    







  


	State of North Carolina	)
	 	) ss:
	County of Mecklenburg	)




 


Be
It Remembered, that on this 21st day of May, 2020, before me, the undersigned, a notary public in and for the
County and State aforesaid, duly commissioned and qualified, personally appeared John L. Sullivan, III, personally known to me
to be the same person whose name is subscribed to the foregoing instrument, and personally known to me to be the Assistant Treasurer
of Duke Energy Ohio, Inc., an Ohio corporation, and acknowledged that he signed and delivered said instrument as his free and voluntary
act as such Assistant Treasurer, and as the free and voluntary act of said Duke Energy Ohio, Inc., for the uses and purposes therein
set forth; in pursuance of the power and authority granted to him by resolution of the Board of Directors of said Company.


 


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


 


(Notarial
Seal)


  


	 	/s/ Phoebe P. Elliot
	 	Notary Public
	 	Name: Phoebe P. Elliot
	 	Commission Expiration: June 26, 2021




 






     


     


    

 


	State of Florida 	)
	 	): ss
	County of Duval	)




  


On the 14th day of May in the
year 2020, before me, the undersigned, personally appeared, Tamara Klement-Ellis, Director of The Bank of New York Mellon Trust
Company, N.A., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature
on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


  


	/s/ Cynthia M. Moore	 
	Cynthia M. Moore	 
	Notary Public – State of Florida	 
	My Commission #GG284329	 
	Expires December 13, 2022